8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2009

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware (State of Incorporation) File No. 000-50886 (Commission File Number) 59-3778247 (IRS Employer Identification No.)

909 Third Avenue, Suite 2863, New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (212) 906-8440

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 7.01. Regulation FD Disclosure.

Item 8.01. Other Events.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Exhibit 99.1

Exhibit 99.2

Exhibit 99.3

Exhibit 99.4

Item 7.01.  Regulation FD Disclosure.

On October 16, 2009, Virgin Media Inc. (the “Company”) dispatched a letter to its senior lenders seeking the consent to certain amendments to its senior facilities agreement and related agreements.  The letter to the senior lenders is attached as Exhibit 99.1 and incorporated by reference in this Item 7.01.  The letter contains certain non-GAAP financial measures.  The schedule attached as Exhibit 99.2 and incorporated by reference in this Item 7.01 contains a reconciliation of the differences between those non-GAAP financial measures and the most directly comparable financial measures calculated in accordance with GAAP.

On October 20, 2009, the Company will make available to its senior lenders a lender presentation prepared in connection with the proposed amendments to its senior facilities agreement.  The presentation will be used during a lender meeting on October 20, 2009.  The presentation is attached as Exhibit 99.3 and incorporated by reference in this Item 7.01.

Exhibits 99.1, 99.2 and 99.3 are provided under Item 7.01 of Form 8-K and are furnished to, but not filed with, the U.S. Securities and Exchange Commission.

Item 8.01.  Other Events.

On October 16, 2009, the Company issued a press release announcing that it was seeking the consent of its senior lenders to its senior facilities agreement and related agreements.  The press release is attached as Exhibit 99.4 and incorporated by reference in this Item 8.01.

Item 9.01.  Financial Statements and Exhibits.

(d)        Exhibits

99.1 Amendment Request Letter, dated October 16, 2009, from Virgin Media Inc. to its senior lenders (furnished under Item 7.01 of Form 8-K).

99.2 Schedule relating to Amendment Request Letter dated October 16, 2009 (furnished under Item 7.01 of Form 8-K).

99.3 Lender presentation, dated October 20, 2009, by Virgin Media Inc. (furnished under Item 7.01 of Form 8-K).

99.4 Press release, dated October 16, 2009, issued by Virgin Media Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 19, 2009	VIRGIN MEDIA INC.
	By:	/s/ Robert Gale
		Robert Gale Principal Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Amendment Request Letter, dated October 16, 2009, from Virgin Media Inc. to its senior lenders (furnished under Item 7.01 of Form 8-K).
99.2	Schedule relating to Amendment Request Letter dated October 16, 2009 (furnished under Item 7.01 of Form 8-K).
99.3	Lender presentation, dated October 20, 2009, by Virgin Media Inc. (furnished under Item 7.01 of Form 8-K).
99.4	Press release, dated October 16, 2009, issued by Virgin Media Inc.

EX-99.1

Exhibit 99.1

[LETTERHEAD OF VIRGIN MEDIA INC.]

16 October 2009

Dear Sirs

Re:  Amendment Request Letter

We refer to the Senior Facilities Agreement (the “SFA”) dated 3 March 2006, as amended and restated from time to time, between, among others, Virgin Media Inc. (the “Company”), Virgin Media Investment Holdings Limited, Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan plc and The Royal Bank of Scotland plc as the Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch, as facility agent and security trustee, Deutsche Bank AG, New York Branch, as US paying agent, and GE Corporate Banking Europe SAS as administrative agent.

Capitalised terms used in this letter shall have the same meaning ascribed to such terms in the SFA, unless otherwise specified.  The provisions of Clause 46 (Governing Law) and Clause 47 (Jurisdiction) of the SFA shall apply to this letter as if the same were set out in full in this letter, except that references to the SFA are to be construed as references to this letter.

1.           BACKGROUND AND REASON FOR AMENDMENT REQUEST

The Company has demonstrated steadily improving performance, both operationally and financially, since its rebranding as Virgin Media in February 2007.  Notwithstanding the competitive environment and challenging economic conditions in the United Kingdom, OCF has remained strong, totaling £1,290 million for the twelve months ending June 30, 2009. Free Cash Flow has been likewise robust, totaling £305 million for the same twelve-month period.*  Results for the second quarter of 2009 were highlighted by an increase of 3.6% in Consumer on-net revenue, to £617 million, versus the same period in 2008; a 3.8% increase in ARPU to £43.27; and record triple-play penetration of 58.3%.

The Company has also consistently demonstrated a proactive approach to maintaining a prudent capital structure, which has served the interests of both the Company and its financing partners.  Subsequent to the February 2007 rebranding, the Company’s actions have included the following:

● December 2007: £200 million voluntary prepayment under the SFA;

● April 2008: $1,000 million Convertible Notes offering the net proceeds of which were used to repay loans under the SFA;

● November 2008: SFA amendment terming out £1,460 million of the Facilities thereunder;

● December 2008: £300 million voluntary prepayment under the SFA; and

● Summer 2009: £994 million total senior notes offerings the net proceeds of which were used to repay loans under the SFA.

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Collectively, the above actions, coupled with the aforementioned improvements in operating and financial performance, have resulted in the following:

● total amortisation payments remaining under the SFA of £286 million through May 2012 (this compares to trailing twelve month Free Cash Flow as of 30 June 2009 of £305 million); and

● ample headroom against all financial covenants under the SFA.

2.           THE PROPOSAL

Given the aforementioned performance and proactive actions, the Company does not require, and is not seeking, any form of covenant or margin relief, nor reduction or deferral of amortisation.  Rather, the Company is keen to continue its pro-active approach towards its capital structure and, as a result, is seeking the ability to reduce the amount of debt outstanding under the SFA.  Accordingly, the principal aims of the proposed amendments (the “Proposed Amendments”) are to:

(i) permit the issuance of senior secured bonds which would rank pari passu with the Facilities and the proceeds of which would be used in repayment of loans under the SFA, thus generating further pay-downs under the SFA; and

(ii) up-date the hedging related provisions in the intercreditor agreements to bring them in line with current market standard and hedge counterparty expectations.

Reflecting their support for this overarching goal, the Company’s top ten relationship banks have unanimously confirmed their support for the Proposed Amendments.

3. AMENDMENT PROCESS

All Lenders with participations in the SFA as of 16 October 20091 (the “Record Date”) shall be permitted to vote on the Proposed Amendments and receive consent fees in connection therewith.

The Proposed Amendments will require a vote of the Instructing Group to put in place (in this case, 66 ⅔% of the aggregate amount of Outstandings under the SFA).  Each Lender will be requested to consent to the Proposed Amendments in their entirety.

4.           SUMMARY OF PROPOSED AMENDMENTS

The requested amendments will be documented by amendments and restatements of each of the SFA, Group Intercreditor Agreement and HYD Intercreditor Agreement (each an “Amendment Agreement”, and together the “Amendment Agreements”) which will be made available to the Lenders via Intralinks.

Below is a summary description of the Proposed Amendments:

A. Issuance of Senior Secured Bonds (“SSBs”):

The SFA and the Group Intercreditor Agreement would be amended to permit the issuance of SSBs on the following terms:

(i) 100%  of the  net proceeds of any  SSB issuance must be  applied in  prepayment of Outstandings under the SFA in the same manner as the SFA currently provides for the

__________________________________

1 For the avoidance of doubt, any outstanding trades for which the Facility Agent has previously agreed with the relevant counterparties a settlement date subsequent to 16 October 2009 will settle as agreed with the buyer having the right to vote and receive any related fees

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application of Debt Proceeds of any issuance of Additional High Yield Notes;

(ii) any SSBs issued must have a final maturity (with no sinking fund payments) on or after 3 March 2014;

(iii) the SSBs will, where practicable, share on a pari passu basis the security and guarantees currently granted in favour of the SFA Lenders, but may be limited in relation to the SSBs to the extent necessary to eliminate any requirement to include separate financial statements for subsidiaries of Virgin Media Investment Holdings Limited (“VMIH”) or other applicable requirements from time to time;

(iv) enforcement under the security documents will be controlled by the Instructing Group under the SFA unless 60 consecutive Business Days have lapsed since both of the following have occurred at the same time: (i) the aggregate outstanding principal amount and undrawn uncancelled commitments under the SFA is less than £1.0 billion and (ii) the aggregate outstanding principal amount and undrawn uncancelled commitments under the SFA represents less than 60% of the aggregate outstanding principal amount and undrawn uncancelled commitments under all senior secured indebtedness, and both conditions under clauses (i) and (ii) continue to exist on such 60th Business Day.

Thereafter, enforcement under the security documents will be controlled by a majority in principal amount of all pari passu senior secured debt then outstanding (including both the SFA Lenders and the SSB noteholders).  The controlling party under this paragraph (iv) is referred to as the “Controlling Party”;

(v) a covenant (subject to any waiver by an Instructing Group) would be added to the SFA which will require the Company to maintain an aggregate principal amount outstanding, and/or committed to, under the SFA of not less than £1.0 billion (such covenant would not prevent any required repayment under the SFA but would be breached upon any such repayment that results in the crossing of the £1.0 billion threshold);

(vi) the Company would be granted the ability to interpose an intermediate holding company incorporated under the laws of England and Wales (“Newco”) between VMIH and its direct subsidiaries to enhance the security enforcement structure which will guarantee the SSBs and also accede as a guarantor under the SFA.  VMIH will pledge its shares in Newco in favour of the SFA Lenders and the SSB noteholders.  The amendments will also permit Newco to grant a senior subordinated guarantee on similar terms to the VMIH guarantee, in favour of existing and future high yield debt;

(vii) neither the relevant Instructing Party instructing the Security Trustee, nor the Security Trustee, shall take into account the sharing of proceeds provisions under the Group Intercreditor Agreement when determining the manner of enforcement of Security (and which Security to enforce) and, if it is determined to enforce any direct Security over shares of one or more members of the Bank Group (other than shares in VMIH and/or Newco), the relevant Instructing Party must in good faith believe that doing so will result in more aggregate proceeds resulting from enforcement of Security (disregarding the sharing of proceeds provisions under the Group Intercreditor Agreement) than would be realised solely from enforcing direct Security over shares in VMIH and/or Newco alone;

(viii) a provision would be added to the Group Intercreditor Agreement to provide that the Facility Agent and the Security Trustee shall use reasonable efforts to consult with the note trustees, facility agent, steering committee or other representative (as applicable) of the other senior secured creditors from time to time (including any SSB noteholders) prior to taking any enforcement action and provide on a regular basis relevant information on the status of any ongoing enforcement action;

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(ix) SSBs will be issued by Virgin Media Finance PLC, VMIH, or a direct finance subsidiary of either (not, for the avoidance of doubt, Newco);

(x) there will be no limit in the principal amount of SSBs or in the number of tranches of SSB issuances;

(xi) there will be no pricing limit (OID or coupon) on SSBs;

(xii) any interest rate and currency hedging in respect of 100% of the principal and/or coupon payable under any SSBs will be permitted;

(xiii) the SSB noteholders will have the right to repurchase all (but not a portion of) the Outstandings under the SFA at par upon the occurrence of an Event of Default and the Security Trustee or the Lenders under the SFA have begun formal steps to enforce any Guarantee or Security;

(xiv) the SFA will confirm that the events of default of any SSBs relating to the default under other Indebtedness shall be limited to cross payment defaults and cross-acceleration; and

(xv) following an Event of Default under the SFA, all payments received by any Finance Party to enter into any standstill agreement or other agreement to delay the taking of any enforcement action shall be shared among all the senior secured creditors (including any SSB noteholders) on a pro rata basis.

At the time of any issuance of any SSBs (or immediately prior thereto) certain terms in the SFA would be amended to reflect such SSB issuance including: (i) “Finance Documents” to include any finance documents with respect to any such SSBs and (ii) “Finance Parties” to include any SSB trustee, any SSB holders and any other finance parties in respect of any such SSBs.

The Group Intercreditor Agreement would be amended to permit the issuance of SSBs on a second lien basis on terms that are acceptable to the Controlling Party.

To the extent that either amendments to any Security Documents or supplemental security documents are necessary, in the opinion of the Security Trustee, in order for the SSBs to share in the Security ona pari passu basis with the Lenders under the SFA, the Company seeks the consent to such amendments or supplemental security documents, in each case on terms reasonably acceptable to the Security Trustee and, in relation to supplemental security documents, on the basis that such security documents are on substantially the same terms as the existing Security Documents relating to substantially the same or similar assets in the same jurisdictions, whether now or at the time of issuance of any SSBs.

B. Hedging Related Amendments:

The Group Intercreditor Agreement would be amended to up-date its hedging related terms and bring such terms in line with current market standards and counterparty expectations for hedging transactions, in particular by making the following amendments:

(i) consolidate pre- and post-merger hedge counterparties into a single class and thus make pre-merger hedges subject to standard enforcement restrictions;

(ii) permit termination payments on voluntary close-out of hedges by mutual consent prior to a Senior Default;

(iii) expand permitted enforcement rights of hedge counter-parties to bring them closer to current market standards, subject to the turn-over provisions of the Group Intercreditor

Page 4 of 6

Agreement following any Senior Default; and

(iv) include a consent right for hedge counterparties to any changes affecting the pari passu ranking of hedge counterparties or the status of hedge counterparties as secured creditors.

The SFA would be amended to clarify that the Bank Group may enter into any non-speculative hedging activities with respect to any Indebtedness of the Group.

C.           Clarifying and Technical Amendments

The SFA would be amended to provide that any repayment premiums/fees payable in respect of any redemption or purchase of the 2014 Notes shall be excluded for the purposes of the definition of “Interest” and, therefore, disregarded for the purposes of the definition of “Consolidated Operating Cashflow”.

The Group Intercreditor Agreement and the HYD Intercreditor Agreement would be amended to update each of such agreements to reflect current parties and agreements outstanding and delete definitions and provisions which are no longer relevant or required.

In addition, the HYD Intercreditor Agreement would be amended to (i) reflect that Newco will grant an unsecured subordinated guarantee in respect of Virgin Media Finance PLC’s high yield notes (as set out above) and to provide for any additional guarantors from within the Bank Group granting any such similar guarantee to the extent the granting of such guarantee is permitted under the terms of the SFA in its form at the relevant time, (ii) clarify that any facilities which refinance the SFA (including subsequent refinancings) will be treated as senior liabilities for all purposes of the agreement, (iii) clarify that (A) any payment, repayment or purchase by any member of the Bank Group of the unsecured subordinated guarantee or any liability attaching thereto granted by any such member in respect of Virgin Media Finance PLC’s high yield notes and (B) any amendment, variation or waiver of the terms of such unsecured subordinated guarantee in respect of Virgin Media Finance PLC’s high yield notes will, in each case, constitute Prohibited Actions (as defined in the HYD Intercreditor Agreement) under the agreement and (iv) make consequential amendments to reflect each of the foregoing and clarify inconsistencies in the current drafting of the agreement.

5.           REQUEST FOR CONSENT

In accordance with Clause 43 (Amendments) of the SFA, Clause 19.2 (Amendments) of the Group Intercreditor Agreement and Clauses 15.2 (Amendments) and 15.4 (Amendments to Security Documents) of the HYD Intercreditor Agreement, the Company is seeking and hereby requests the consent of the Instructing Group to make the Proposed Amendments including any further consequential amendments to each of the SFA, Group Intercreditor Agreement, HYD Intercreditor Agreement and the Security Documents to give effect to the Proposed Amendments on condition that the Amendment Agreements reflect the matters referred to in this letter and the Company pays the consent fees referred to in section 6 of this letter.

Each Lender that consents to the Proposed Amendments agrees that it is also providing its consent pursuant to Clauses 3.1 (Subordinated Liabilities) and 3.6 (Obligations of the Subordinated Creditors) of the HYD Intercreditor Agreement to permit transactions that would be permitted by such Proposed Amendments.

This amendment request is not an offer to amend the SFA, the Group Intercreditor Agreement, the HYD Intercreditor Agreement and the Security Documents, respectively, and the Company reserves the right to withdraw the Proposed Amendments, or to amend, change or substitute any parts thereof, at any point prior to the execution of the Amendment Agreements.

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The Company notes that the Proposed Amendments that result in amendments to the Group Intercreditor Agreement and the HYD Intercreditor Agreement may require other parties in addition to the Instructing Group to consent to such amendments or otherwise enter into the Amendment Agreements.  The Company plans to seek the consent to these Proposed Amendments of any such party and/or such party’s entry into any such Amendment Agreement, as required.  However, the Company may decide to (i) delay the Proposed Amendments to the Group Intercreditor Agreement and the HYD Intercreditor Agreement to a later date from when the SFA amendment is executed, (ii) split the amendments in the Group Intercreditor Agreement and the HYD Intercreditor Agreement into a series of amendments that may be executed at different times and/or (iii) forego all or any parts of the Proposed Amendments to the Group Intercreditor Agreement or the HYD Intercreditor Agreement.

6.           CONSENT FEE

The Company agrees to pay to each Lender that consents (ratably in accordance with such Lender’s Proportion as at the Record Date of the Outstandings as at the Record Date) to the Proposed Amendments by 12 noon (London time) on 30 October 2009, a consent fee of 25 bps.  Such consent fee is (i) subject to the condition that an Instructing Group provides its consent to the Proposed Amendments and (ii) payable by the Company on the date each of the Amendment Agreements is executed and all conditions precedent to the effectiveness thereof are satisfied.

7.           RESPONSE TO AMENDMENT REQUEST

Please respond to this amendment request by returning the Consent Form attached hereto to the Facility Agent, in accordance with the instructions therein.  The Consent Form must be received by the Facility Agent by 12 noon (London time) on 30 October 2009.

We look forward to receiving your positive response to this amendment request.

Yours sincerely

VIRGIN MEDIA INC.

____________________________

* OCF and Free Cash Flow are non-GAAP financial measures.  Reconciliations to US GAAP of OCF and Free Cash Flow for the twelve months ending June 30, 2009 are included with the copy of this letter to be filed with the Securities and Exchange Commission.

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EX-99.2

Exhibit 99.2

Virgin Media Inc.

Schedule Relating to Amendment Request Letter Dated 16 October 2009

Non-GAAP Financial Measures

The Amendment Request Letter that Virgin Media Inc. sent to its senior lenders dated 16 October 2009 includes the non-GAAP financial measures that we refer to as OCF and Free Cash Flow.  This schedule provides further information in relation to those measures and reconciles those measures to GAAP.

Virgin Media uses non-GAAP financial measures with a view to providing investors with a better understanding of its operating results and underlying trends to measure past and future performance and liquidity.

Operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges (OCF)

Operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, which we refer to as OCF, is not a financial measure recognized under GAAP. OCF represents our operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges. Our management, including our chief executive officer, consider OCF as an important indicator of our operational strength and performance. OCF excludes the impact of costs and expenses that do not directly affect our cash flows. Restructuring and other charges are also excluded from OCF as management believes they are not characteristic of our underlying business operations.

OCF is most directly comparable to the GAAP financial measure operating income (loss). Some of the significant limitations associated with the use of OCF as compared to operating income (loss) are that OCF does not consider the amount of required reinvestment in depreciable fixed assets and ignores the impact on our results of operations of items that management believes are not characteristic of our underlying business operations.

We believe OCF is helpful for understanding our performance and assessing our prospects for the future, and that it provides useful supplemental information to investors. In particular, this non-GAAP financial measure reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the reconciliation to operating income (loss) shown below, provides a more complete understanding of factors and trends affecting our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare our OCF with other companies' non-GAAP financial measures that have the same or similar names.

Free Cash Flow (FCF)

We define Free Cash Flow (FCF) as operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges (OCF) reduced by purchase of fixed and intangible assets, as reported in our statements of cash flows, and net interest expense, as reported in our statements of operations.  Our definition of FCF excludes the impact of working capital fluctuations and restructuring costs as defined by FAS 146. FCF is a non-GAAP financial measure.  We believe the most directly comparable financial measure recognized under GAAP is net cash provided by operating activities.

Our management, including our chief executive officer, consider FCF as a helpful measure in assessing our liquidity and prospects for the future.  We also believe FCF is useful to investors as a basis for comparing our performance and coverage ratios with other companies in our industry. In particular, this non-GAAP financial measure reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP results and the reconciliation to net cash provided by operating activities shown below, provides a more complete understanding of factors and trends affecting our business.  FCF should not be understood to represent our ability to fund discretionary amounts, as we have various contractual obligations which are not deducted to arrive at FCF. Because non-GAAP financial measures are not standardized, it may not be possible to compare our FCF with other companies’ non-GAAP financial measures that have the same or similar names.

The presentation of this supplemental information is not meant to be considered in isolation or as a substitute for net cash provided by operating activities, or other measures of financial performance or liquidity reported in accordance with GAAP.

Reconciliation of operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges (OCF) to GAAP operating income (loss)

(in £ millions) (unaudited)	Three months ended				Last twelve months ended
	Sep 30, 2008	Dec 31, 2008	Mar 31, 2009	Jun 30, 2009	Jun 30, 2009
	(adjusted)	(adjusted)
Operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges (OCF)	326.3	317.6	312.3	333.8	1,290.0
Reconciling items
Depreciation and amortization	(277.0)	(292.7)	(293.9)	(295.0)	(1,158.6)
Goodwill and intangible asset impairments	4.0	-	-	-	4.0
Restructuring and other (charges) income	-	(19.8)	(5.4)	(23.6)	(48.8)
Operating income (loss)	53.3	5.1	13.0	15.2	86.6

Note:      Last twelve months (LTM) information has been derived from the addition of previously reported quarterly results.  For further details regarding these results, see the information on our Earnings Releases filed on Form 8-K on November 6, 2008, February 25, 2009, May 5, 2009 and August 6, 2009

Reconciliation of Free Cash Flow (FCF) to GAAP net cash provided by operating activities

(in £ millions) (unaudited)	Three months ended				Last twelve months ended
	Sep 30, 2008	Dec 31, 2008	Mar 31, 2009	Jun 30, 2009	Jun 30, 2009
	(adjusted)	(adjusted)
Free Cash Flow (FCF)	102.8	55.5	62.2	85.3	305.8
Reconciling items (See Note 2 below)
Purchase of fixed and intangible assets	106.7	139.2	144.4	148.2	538.5
Changes in operating assets and liabilities	(29.2)	19.6	(64.5)	38.7	(35.4)
Non-cash compensation	5.3	4.3	4.7	1.2	15.5
Non-cash interest	35.5	(40.3)	(17.7)	(0.8)	(23.3)
Share of net income of affiliates	3.4	17.7	-	0.6	21.7
Realized foreign exchange (losses)/gains	(8.7)	(20.0)	4.5	(19.3)	(43.5)
Realized gains on derivatives	(4.7)	3.4	2.0	5.3	6.0
Restructuring and other (charges) income	-	(19.8)	(5.4)	(23.6)	(48.8)
Income taxes	1.8	0.9	0.3	0.8	3.8
Other	0.4	0.7	(1.3)	(0.9)	(1.1)
Net cash provided by operating activities	213.3	161.2	129.2	235.5	739.2

Note 1:   Last twelve months (LTM) information has been derived from the addition of previously reported quarterly results.  For further details regarding these results, see the information on our Earnings Releases filed on Form 8-K on November 6, 2008, February 25, 2009, May 5, 2009 and August 6, 2009

Note 2:  The line descriptions above are derived from our previously reported results. Non-cash interest includes non-cash interest and amortization of original issue discount and deferred financing costs from our statements of cash flows. Share of net income of affiliates includes income from equity accounted investments, net of dividends received from our statements of cash flows and share of income from equity investments from our statements of operations. Realized foreign exchange (losses)/gains includes unrealized foreign currency losses (gains) from our statements of cash flows and foreign currency (losses) gains from our statements of operations. Realized gains/(losses) on derivatives includes unrealized (gains) losses on derivative instruments from our statements of cash flows and gains (losses) on derivative instruments from our statements of operations. Income taxes includes income taxes from our statements of cash flows and income tax benefit (expense) from our statements of operations.

EX-99.3

Exhibit 99.3

Amendment request

Lender presentation

October 20, 2009

Forward-looking statements

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

Various statements contained in this document constitute “forward‑looking statements” as that term is defined under the Private Securities
Litigation Reform Act of 1995.Words like “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,”
“strategy,” and similar expressions identify these forward‑looking statements, which involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements or industry results to be materially different from those contemplated,
projected, forecasted, estimated or budgeted, whether expressed or implied, by these forward‑looking statements.These factors, among others,
include: (1) the ability to compete with a range of other communications and content providers; (2) the ability to manage customer churn; (3) the
ability to maintain and upgrade our networks in a cost-effective and timely manner; (4) the ability to implement our restructuring plan successfully
and realize the anticipated benefits; (5) the general deterioration in economic conditions; (6) the continued right to use the Virgin name and logo;
(7) possible losses in revenues due to systems failures; (8) the ability to provide attractive programming at a reasonable cost; (9) the ability to
control unauthorized access to our network; (10) the effect of technological changes on our businesses; (11) the reliance on single-source
suppliers for some equipment, software and services and third party distributors of our mobile services; (12) currency and interest rate fluctuations;
(13) the ability to fund debt service obligations through operating cash flow and refinance our debt obligations; (14) the ability to obtain additional
financing in the future; (15) the ability to comply with restrictive covenants in our indebtedness agreements; and (16) the extent to which our future
cash flow will be sufficient to cover our fixed charges.

These and other factors are discussed in more detail under “Risk Factors” and elsewhere in Virgin Media’s Form 10-K as filed with the SEC
February 26, 2009 and revised by our current report on Form 8-K as filed with the SEC on May 27, 2009, our Form 10-Q as filed with the SEC on
May 6, 2009 and our Form 10-Q as filed with the SEC on August 7, 2009. We assume no obligation to update our forward-looking statements to
reflect actual results, changes in assumptions or changes in factors affecting these statements.

Adjustment

Prior period results have been adjusted to reflect the treatment of our former sit-up business as discontinued operations and the reorganization of
our reporting segments.

2

3

Agenda

•Business overview

•Trading performance and financing strategy

•Amendment request

•Q&A

Today’s speakers

Neil Berkett

CEO

Rick Martin

Treasurer

Our Journey

2006-20072007-20082008-20092009+

Consolidate

Fix Fundamentals

Differentiate Products

Grow

•Extract cable merger
synergies

•Reduce headcount

•Single cable billing and
management system

•Harmonise processes
across Cable

•Launch UK’s first quad
play offering

•Reduce churn

•Address back book issue

•Improve call answer rates

•Reduce fault rates

•Embed NPV focus across
organisation

•Start next phase of cost
savings program to align
operating structure with
strategy => £120m pa
savings by 2012

Broadband

•Docsis 3.0 rollout

•Speed upgrades

•Value added services

Television

•Enhance VOD with BBC
iPlayer & Music

•Free HD & ESPN from XL
TV tier

Mobile

•Mobile broadband

•Market leading data rate

•Network expansion

•Retail

•Exploit network
advantage: more VAS,
NGTV, VOD adverts

•Select content
investment: HD

•Price rises => ARPU
growth

•National

•Grow business data

4

Our priorities

Growth strategy focused on leveraging our network advantage

Continually improve product quality and reliability

Develop differentiated products to underpin value & ARPU growth

Enhance understanding of the market and our customers

Grow customer advocacy

Exploit operational leverage

On track for £120m annual P&L savings by 2012

Addressing our capital structure

Strategic

Operational

Financial

Lead next
generation
broadband

Lead on-
demand TV
revolution

Leverage mobile
as the 3rd screen
in the home

Grow revenue and ARPU whilst keeping churn low

Address imperfections in the Regulatory Framework

Regulatory

Grow Business
data

5

Strong performance underscores
defensive characteristics

6

Triple play (%) and RGU(1)/customer

On-net RGUs(1)(‘000)

Monthly on-net churn (%)

1 RGUs include on-net broadband, TV and phone; 2 On-net ARPU for Q3-06 is shown before adjustment for disposal of sit-up

Broadband tier mix improving

•Investment in Docsis 3.0

–Improves quality of service

–Differentiates Virgin Media from competition

–Improves tier mix and revenue growth

7

Enriched TV content and capability

–VOD reach 55% at Q2-09 with an average of 32 views per user per month

•Significant V+ DVR growth potential from 19% penetration at Q2-09

•Content investments focused on HD

–Announced six new HD channels available free to XL customers

•4HD, ESPN HD, LIVING, FX, MTV Networks, National Geographic

–Plan to launch more HD channels

–Added HD BBC iPlayer

•ESPN sports channels free to XL customers

Monthly VOD views (m)

V+ base (000s)

TV net adds

8

Continued success in contract mobile

•Contract customers up 60% in Q2-09 on Q2-08; increased market share

•Cross-sell and contract bundle opportunity

–609k cable homes with at least one registered mobile; 450k quad-play customers (at Q2-09)

–Churn profile improves for bundled customers driving increased value

–Mobile contract churn in cable homes is significantly lower than in non-cable homes

•Mix shift from prepay to contract improves value of mobile base

•New Mobile portal; Convergence opportunities

Contract customers (‘000s)

Monthly bundle churn Q2-09 (%)

9

Content overview

VMtv revenue (£m)¹

1 Before intersegment eliminations

2 Source: BARB figures for entertainment pay channels (excluding sports) year to date , weeks 1-38 2009, ranked by share of Pay TV adults viewing

Cash from UKTV (£m)

•VMtv channels include Virgin1, LIVING and Bravo

•UKTV: a 50/50 JV with BBC Worldwide with
channels including Dave and G.O.L.D. (not
consolidated)

•Virgin1 presence on Freeview to promote and cross-
sell pay-TV offerings and to increase share of ad-
sale revenue market

•Channel portfolio demonstrated strong performance

–LIVING is no.2 payTV entertainment channel2

•New Sky carriage agreement for VMtv channels
concluded in November 2008

•Additional cash contribution from UKTV

–£46m in 2008 (£38m in 2007)

10

Business services overview

Business revenue mix (£m/% of total)

•Network passes within 40m of 52% of all UK
businesses and could serve over 75% of all regional /
local authorities

•Targets medium-sized corporates and public sector
organizations in both retail and wholesale markets

•Offering multi-site, managed network data solutions
tailored to the specific requirements of customers

•Strategic shift from lower margin voice to higher
margin data services

•Continued growth in high-margin Retail Data product
lines

–Data growth products include IPVPN, Ethernet
and internet services

163

156

160

163

161

157

153

155

150

143

11

Positive policy and regulatory
developments

•Government’s Digital Britain report sets framework for accelerated network
investment

–Confirmed that no case for regulation of cable network at present

–New 2Mb “universal service commitment” and next generation accessfund both
potentially provide opportunity to accelerate our network extension programme

•Working closely with the Government on its proposals to tackle illegal file-sharing

•Significant progress in Ofcom’s investigation into pay TV

–Wholesale regime for Sky premium channels would significantly enhance our
ability to compete

–Indication by Ofcom to address Sky’s underlying advantage in the acquisition of
Premier League football and Hollywood movie rights

12

Strengthened management team

13

Bryan H. Hall

General Counsel

Neil Berkett

CEO

Andrew Barron

Chief Customer and
Operations Officer

Mark Schweitzer

Chief Commercial Officer

Jeff Wollen

Executive Director of Change

Martin Wyke

Chief Technology and
Information Officer

1 Eamonn O'Hare will assume CFO responsibilities in November 2009

Eamonn O’Hare(1)

CFO

Elisa Nardi

Managing Director People

Investment highlights

•Disciplined focus on execution and improving fundamentals

•Superior network provides significant product and economic advantage now
and in future

–Superior 10/20/50Mb broadband offering

–Leading position in Video-On-Demand

–Leveraging mobile to cross-sell mobile contracts into cable base

–Positioned to grow business data

•New operating model for a customer focused organisation

•Strong Free Cash Flow and deleveraging

•Continued proactive management of capital structure

14

15

Trading performance and financing strategy

Overview of financials

16

1 See Appendices for the calculation of LTM (last twelve months) data, some of which involve non-GAAP financial measures2Exclusive of depreciation. 3 Revenue less operating costs divided by revenue. 4 OCF is operating income
before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges and is a non-GAAP financial measure. 5 OCF divided by revenue and is a non-GAAP financial measure. 6 Capex defined as
purchase of fixed and intangible assets, which is a GAAP financial measure7 Free Cash Flow (FCF) is operating income before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges
(OCF) reduced by purchase of fixed and intangible assets and net interest expense and is a non-GAAP financial measure. See Appendices for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents.

OCF Margin(5)

OCF(4)

SG&A

Operating costs(2)

Revenue

Gross Margin(3)

35.7%

334

197

405

936

Q2-09

56.7%

85

33.3%

312

210

414

936

Q1-09

55.8%

62

35.5%

334

209

397

940

(£m)

Q2-08

57.8%

111

Free Cash Flow(7)

34.5%

1,302

828

1,647

3,777

FY-08

56.4%

351

34.3%

1,290

823

1,648

3,761

LTM
Jun-09(1)

56.2%

306

Capex(6)

148

144

108

478

539

(adjusted)

(adjusted)

Proactive management of our debt

Note: The repayment schedule is based on spot rates as at end Q2-09 of £/$1.6452 and £/€1.1734

•Stable outlooks from all rating agencies: Ba3 (Moody’s), B+ (S&P), BB- (Fitch)

•Recent refinancing pushes out near-term maturities and improves financial flexibility

•Average cost of debt pro forma for recent bond issue is 7.1%

17

Repayment schedule after issue of 2016 bonds in July (£m)

Voluntary prepayment120Sep-06

TL A repayment863Apr-07

Excess cashflow74May-07

Voluntary prepayment200Dec-07

Convertible/cash on hand504Apr-08

Bank amendment-Nov-08

Voluntary prepayment300Dec-08

New 2016 Bonds/cash on hand1,012Jun/Jul-09

3,073

New TL B raised(890)Apr-07

Net bank prepayments2,183

Bank prepaymentAmount (£m)Date

18

VMED Pro forma capitalisation

	Size (£m)(1)	LQA leverage multiple(2)	Maturity	Credit rating
TL A-A1	286		Mar-11	Ba2/BB
TL A2-A3	678		Jun-12	Ba2/BB
TL B1-B12	1,831		Sep-12	Ba2/BB
TLC	300		Mar-13	B1/BB-
Senior secured debt(3)	3,094	2.3x
Cash	(205)	(0.2x)
Net senior secured debt(4)	2,889	2.2x
Capital leases and other	168
2014 Senior notes	825	0.6x	Apr-14	B2/B
2016 Senior notes	1,277	1.0x	Aug-16	B2/B
Net total debt (Bank group)(4)	5,159	3.9x
Convertible bond	490	0.4x	Nov-16	B-
Net total group debt(4)	5,649	4.2x

1 Pro forma for the $600m 2016 senior notes offering in Jul-09 and subsequent prepayment of bank debt using the proceeds together with cash on hand. The exchange rates used are as at end Q2-09 and were £/$1.6452 & £/ €1.1734

2LQA leverage multiple, as shown, is a ratio calculated by dividing the relevant debt measure by the last quarter annualised (LQA) OCF. LQA OCF as shown is OCF for Q2 2009 multiplied by four. LQA leverage multiple and OCF are non-
GAAP financial measures. See the Appendices for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents

3Excludes £27.7m revolving credit facility due Mar-11 and £72.3m revolving credit facility due Jun-12

4Net senior secured debt, Net total debt (Bank group) and Net total group debt are non-GAAP financial measures. See the Appendices for reconciliations of non-GAAP financial measures to their nearest GAAP equivalents

Deleveraging / refinancing strategy

•Our refinancing strategy envisions further reductions to the size of the senior credit
facilities, possible further diversification of funding sources to include senior secured
notes, extension of existing senior note maturities, and the ultimate refinancing of the
senior credit facility well in advance of 2012 maturities

•Key steps of our refinancing strategy:

–Oct/Nov 2008: Bank amendment to extend SFA maturities by ca. 1 year

–May/Jul 2009: $1.6bn senior note issuances to reduce SFA

–Oct 2009: Bank amendment to allow for further SFA reductions through the
issuance of senior secured bonds

–Through 2010: Address 2014 notes

–2010/11: Full refinancing of SFA

19

Rationale for amendment

•No requirement nor request for covenant/margin relief, nor reduction/deferral of
amortisation

•Seek to remain proactive, and ensure comprehensive suite of options to continue strong
track-record in optimisation of long-term capital structure

–Potentially access senior secured bond market in cost-effective fashion, thus
reducing quantum of bank debt refinancing required

–Facilitate smoothing of amortisation profile

–Enhance swap capacity, to optimise all-in cost of hedged debt

20

21

Amendment request

22

Summary of requests/timing

•Virgin Media is seeking the consent of its senior lenders to:

A.Allow the issuance of senior secured bonds (“SSBs”) pari passu to SFA debt

–100% of the net proceeds raised from SSBs must be used to prepay SFA debt

–Bullet maturity no earlier than March 2014

B.Update the hedging related provisions in the intercreditor agreements to bring
them in line with current market standard and hedge counterparty expectations

C.Make certain clarifying and technical amendments

•All amendments require the consent of majority senior lenders (66 2/3%)

–Amendment is supported by the Company’s top 10 relationship banks

•Consenting lenders receive a 25bps amendment fee if they respond by 30 October
2009

23

Amendment timetable

Date	Description
20 October	Lender conference call
21 October	Upload draft documentation to Intralinks
30 October	Final deadline for lender response
2 November	Amendment becomes effective
5 November	Agent pays amendment fees to consenting lenders

19

1

5

26

15

16

17

18

14

13

22

23

24

25

21

20

29

28

27

8

9

10

11

7

6

2

3

4

30

31

October

S

W

T

F

S

T

M

12

26

November

S

W

T

F

S

T

M

2

9

23

12

13

14

15

10

19

20

21

22

18

17

25

24

5

6

7

8

4

3

1

16

27

28

29

30

11

Public holidays

24

Q&A

25

Appendices

Non-GAAP measures

Virgin Media uses non-GAAP financial measures with a view to providing investors with a better understanding of the
operating results and underlying trends to measure past and future performance and liquidity.

We evaluate operating performance based on several non-GAAP financial measures, including (i) operating income
before depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges
(OCF), (ii) net total group debt, which we also refer to as net debt, and (iii) OCF less purchases of fixed and intangible
assets and net interest expense (FCF or Free Cash Flow), as we believe these are important measures of the
operational strength of our business and our liquidity. Since these measures are not calculated in accordance with
GAAP, they should not be considered as substitutes for operating income (loss), long-term debt (net of current portion),
and net cash provided by operating activities, respectively.

This presentation also includes, as additional non-GAAP financial measures (i) net senior secured debt, (ii) net total
debt (Bank group), and (iii) net total group debt because we believe thatthese measures potentially are of interest to
our senior lenders in assessing our financing obligations.Since these measures are not calculated in accordance with
GAAP they should not be considered as a substitute for long-term debt (net of current portion).

This presentation further includes another non-GAAP financial measure, net LQA leverage multiple, which is the ratio
of the relevant debt measure to the last quarter annualised (LQA) OCF.  We believe that this ratio is potentially of
interest to our senior lenders in assessing our cash flows and liquidity.The amounts used in this calculation should not
be considered a substitute for measures calculated in accordance with GAAP, as discussed above.

26

27

Operating income before depreciation, amortization,
goodwill and intangible asset impairments and
restructuring and other charges (OCF)

Operating income before depreciation, amortization, goodwill and intangible asset impairments and
restructuring and other charges, which we refer to as OCF, is not a financial measure recognized
under GAAP. OCF represents our operating income before depreciation, amortization, goodwill and
intangible asset impairments and restructuring and other charges. Our management, including our
chief executive officer, consider OCF as an important indicator of our operational strength and
performance. OCF excludes the impact of costs and expenses that do not directly affect our cash
flows. Restructuring and other charges are also excluded from OCF as management believes they are
not characteristic of our underlying business operations. OCF is most directly comparable to the
GAAP financial measure operating income (loss). Some of the significant limitations associated with
the use of OCF as compared to operating income (loss) are that OCF does not consider the amount of
required reinvestment in depreciable fixed assets and ignores the impact on our results of operations
of items that management believes are not characteristic of our underlying business operations.

We believe OCF is helpful for understanding our performance and assessing our prospects for the
future, and that it provides useful supplemental information to investors. In particular, this non-GAAP
financial measure reflects an additional way of viewing aspects of our operations that, when viewed
with our GAAP results and the reconciliation to operating income (loss) shown below, provides a more
complete understanding of factors and trends affecting our business. Because non-GAAP financial
measures are not standardized, it may not be possible to compare our OCF with other companies'
non-GAAP financial measures that have the same or similar names.

28

Net total group debt, Net senior secured
debt and Net total debt (Bank group)

Net total group debt is defined as long-term debt inclusive of current portion, less cash and cash equivalents. Net
senior secured debt is defined as our long-term debt related to our senior credit facility inclusive of current portion, less
cash and cash equivalents. Net total debt (Bank group) is defined as our long term debt related to our senior credit
facility inclusive of current portion, senior notes, capital leases and other obligations, less cash and cash equivalents.
Our management, including our chief operating decision-maker, consider these measures as potentially of interest to
our senior lenders in assessing our financing obligations.

Net total group debt, net senior secured debt and net total debt (Bank group) are not financial measures recognised
under GAAP. These measures are most directly comparable to the GAAP financial measure, long term debt, net of
current portion. The significant limitation associated with the use of net total group debt as compared to long term debt,
net of current portion is that net total group debt includes the current portion of long term debt. The significant limitation
associated with the use of net senior secured debt as compared to long term debt, net of current portion is that net
senior secured debt includes the current portion of debt and excludes our subordinated debt obligations. The significant
limitation associated with the use of net total debt (Bank group) as compared to long term debt, net of current portion is
that net total debt (Bank group) includes the current portion of debt and excludes our convertible debt obligations.
These measures also assume that all of the cash and cash equivalents are available to service debt.

We believe these measures may be helpful for understanding our debt funding obligations and provide useful
supplemental information to senior lenders. Because non-GAAP financial measures are not standardised, it may not be
possible to compare net total group debt, net senior secured debt and net total debt (Bank group) with other
companies' non-GAAP financial measures that have the same or similar names. The presentation of this supplemental
information is not meant to be considered in isolation or as a substitute for long term debt, net of current portion or
other measures of financial performance or liquidity reported in accordance with GAAP.

Free Cash Flow

We define Free Cash Flow (FCF) as operating income before depreciation, amortization, goodwill and
intangible asset impairments and restructuring and other charges (OCF) reduced by purchase of fixed and
intangible assets, as reported in our statements of cash flows, and net interest expense, as reported in our
statements of operations.Our definition of FCF excludes the impact of working capital fluctuations and
restructuring costs as defined by FAS 146. FCF is a non-GAAP financial measure.We believe the most
directly comparable financial measure recognized under GAAP is net cash provided by operating activities.

Our management, including our chief executive officer, consider FCF as a helpful measure in assessing our
liquidity and prospects for the future.We also believe FCF is useful to investors as a basis for comparing our
performance and coverage ratios with other companies in our industry. In particular, this non-GAAP financial
measure reflects an additional way of viewing aspects of our operations that, when viewed with our GAAP
results and the reconciliation to net cash provided by operating activities shown below, provides a more
complete understanding of factors and trends affecting our business.FCF should not be understood to
represent our ability to fund discretionary amounts, as we have various contractual obligations which are not
deducted to arrive at FCF. Because non-GAAP financial measures are not standardized, it may not be
possible to compare our FCF with other companies’ non-GAAP financial measures that have the same or
similar names.

The presentation of this supplemental information is not meant to be considered in isolation or as a substitute
for net cash provided by operating activities, or other measures of financial performance or liquidity reported in
accordance with GAAP.

29

30

Reconciliation of operating income before depreciation, amortization, goodwill
and intangible asset impairments and restructuring and other charges (OCF) to
GAAP operating income (loss)

(1) LTM or last twelve months information has been derived from previously reported results.

OCF - Non-GAAP Reconciliation

31

Last Twelve Months (LTM) calculation
as at June 30, 2009

Note: LTM information has been derived from previously reported annual and quarterly results.For further details regarding these results, see the information on our Earnings Releases
filed on Form 8-K and on Form 10-Q on August 7, 2009

32

Net total group debt, Net senior secured debt and
Net total debt (Bank group) - Non-GAAP
reconciliations

Reconciliation of net total group debt, net senior secured debt and net total debt
(bank group) to long term debt, net of current portion

(1) Pro forma for the $600m 2016 senior notes offering in Jul-09 and subsequent prepayment of bank debt using the proceeds together with cash on hand. The exchange rates used are as
at end Q2-09 and were £/$1.6452 & £/ €1.1734

33

LQA leverage multiple - Non-GAAP
reconciliation

(1) Pro forma for the $600m 2016 senior notes offering in Jul-09 and subsequent prepayment of bank debt using the proceeds together with cash on hand. The exchange rates used are as
at end Q2-09 and were £/$1.6452 & £/ €1.1734

34

FCF Calculation and Non-GAAP
reconciliation

(1) LTM or last twelve months information has been derived from previously reported results.

Note: The line descriptions above are derived from our previously reported results. Non-cash interest includes non-cash interest and amortization of original issue discount and deferred
financing costs from our statements of cash flows. Share of net income of affiliates includes income from equity accounted investments, net of dividends received from our statements of
cash flows and share of income from equity investments from our statements of operations. Realized foreign exchange (losses)/gains includes unrealized foreign currency losses (gains)
from our statements of cash flows and foreign currency (losses) gains from our statements of operations. Realized gains/(losses) on derivatives includes unrealized (gains) losses on
derivative instruments from our statements of cash flows and gains (losses) on derivative instruments from our statements of operations. Income taxes includes income taxes from our
statements of cash flows and income tax benefit (expense) from our statements of operations.

35

Last Twelve Months (LTM)
June 30, 2009

Note: LTM information has been derived from previously reported annual and quarterly results.For further details regarding these results, see the information on our Earnings Releases
filed on Form 8-K and on Form 10-Q on August 7, 2009

EX-99.4

Exhibit 99.4

Virgin Media Seeks Amendments to Senior Facilities Agreement

LONDON, 16 October 2009 – Virgin Media Inc. (NASDAQ:VMED) (LSE:VMED), a leading UK entertainment and communications business, today announced that it is seeking the consent of its senior lenders to make certain amendments to its senior facilities agreement, under which the principal amount of outstanding debt is £3.1 billion. These amendments will provide Virgin Media with additional financial flexibility and further strengthen its capital structure.

The proposed amendments will support the refinancing of the existing senior bank debt over time by facilitating the reduction of the principal outstanding amount of senior bank debt to be refinanced. The principal aim of the proposed amendments to Virgin Media’s senior facilities agreement is to permit the issuance of senior secured bonds which rank on a pari passu basis with the existing senior bank facilities, in order to refinance part of the existing senior bank facilities and diversify the sources of funding available to Virgin Media. Virgin Media’s top ten relationship banks have unanimously confirmed their support for the proposed amendments.

Neil Berkett, Chief Executive Officer of Virgin Media, said:

“The proactive management of our capital structure has been reflected by the continued market confidence in our business. The amendments to our senior facilities will further enhance our financial flexibility and allow management to focus on enhancing our operations whilst continuing to grow the business and generate sustained cash flow.”

The proposed amendments require the consent of two-thirds of all lenders under the senior facilities agreement. The deadline for lenders to respond to the amendment request is 30th October 2009.

Virgin Media propose to pay a consent fee of 25 bps to each lender that provides its consent to the proposed amendments.

A more detailed description of the amendments is provided in the attached Summary of Proposed Amendments.

For further information contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 20 7299 5479 / richard.williams@virginmedia.co.uk

Vani Bassi: +44 (0) 20 7299 5353 / vani.bassi@virginmedia.co.uk

Media contacts

At Virgin Media, Gareth Mead: +44 (0) 20 7299 5703 / gareth.mead@virginmedia.co.uk

At Tavistock Communications, Matt Ridsdale: +44 (0) 20 7920 3150 / mridsdale@tavistock.co.uk

Important Information

Virgin Media cautions you that statements included in this press release that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements.  There can be no assurance that the transactions contemplated in this announcement will be completed.  Virgin Media assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

SUMMARY OF PROPOSED AMENDMENTS

The requested amendments to the Senior Facilities Agreement (“SFA”) will be documented by amendments and restatements of each of the SFA, Group Intercreditor Agreement and HYD Intercreditor Agreement which will be made available to the Lenders via Intralinks.

Below is a summary description of the Proposed Amendments. Capitalised terms used in this Summary shall have the same meaning ascribed to such terms in the SFA, unless otherwise specified:

A. Issuance of Senior Secured Bonds (“SSBs”):

The SFA and the Group Intercreditor Agreement would be amended to permit the issuance of SSBs on the following terms:

(i) 100% of the net proceeds of any SSB issuance must be applied in prepayment of Outstandings under the SFA in the same manner as the SFA currently provides for the application of Debt Proceeds of any issuance of Additional High Yield Notes;

(ii) any SSBs issued must have a final maturity (with no sinking fund payments) on or after 3 March 2014;

(iii) the SSBs will, where practicable, share on a pari passu basis the security and guarantees currently granted in favour of the SFA Lenders, but may be limited in relation to the SSBs to the extent necessary to eliminate any requirement to include separate financial statements for subsidiaries of Virgin Media Investment Holdings Limited (“VMIH”) or other applicable requirements from time to time;

(iv) enforcement under the security documents will be controlled by the Instructing Group under the SFA unless 60 consecutive Business Days have lapsed since both of the following have occurred at the same time: (i) the aggregate outstanding principal amount and undrawn uncancelled commitments under the SFA is less than £1.0 billion and (ii) the aggregate outstanding principal amount and undrawn uncancelled commitments under the SFA represents less than 60% of the aggregate outstanding principal amount and undrawn uncancelled commitments under all senior secured indebtedness, and both conditions under clauses (i) and (ii) continue to exist on such 60th Business Day.

Thereafter, enforcement under the security documents will be controlled by a majority in principal amount of all pari passu senior secured debt then outstanding (including both the SFA Lenders and the SSB noteholders).  The controlling party under this paragraph (iv) is referred to as the “Controlling Party”;

(v) a covenant (subject to any waiver by an Instructing Group) would be added to the SFA which will require the Company to maintain an aggregate principal amount outstanding, and/or committed to, under the SFA of not less than £1.0 billion (such covenant would not prevent any required repayment under the SFA but would be breached upon any such repayment that results in the crossing of the £1.0 billion threshold);

(vi) the Company would be granted the ability to interpose an intermediate holding company incorporated under the laws of England and Wales (“Newco”) between VMIH and its direct subsidiaries to enhance the security enforcement structure which will guarantee the SSBs and also accede as a guarantor under the SFA.  VMIH will pledge its shares in Newco in favour of the SFA Lenders and the SSB noteholders.  The amendments will also permit Newco to grant a senior subordinated guarantee on similar terms to the VMIH guarantee, in favour of existing and future high yield debt;

(vii) neither the relevant Instructing Party instructing the Security Trustee, nor the Security Trustee, shall take into account the sharing of proceeds provisions under the Group Intercreditor Agreement when determining the manner of enforcement of Security (and which Security to enforce) and, if it is determined to enforce any direct Security over shares of one or more members of the Bank Group (other than shares in VMIH and/or Newco), the relevant Instructing Party must in good faith believe that doing so will result in more aggregate proceeds resulting from enforcement of Security (disregarding the sharing of proceeds provisions under the Group Intercreditor Agreement) than would be realised solely from enforcing direct Security over shares in VMIH and/or Newco alone;

(viii) a provision would be added to the Group Intercreditor Agreement to provide that the Facility Agent and the Security Trustee shall use reasonable efforts to consult with the note trustees, facility agent, steering committee or other representative (as applicable) of the other senior secured creditors from time to time (including any SSB noteholders) prior to taking any enforcement action and provide on a regular basis relevant information on the status of any ongoing enforcement action;

(ix) SSBs will be issued by Virgin Media Finance PLC, VMIH, or a direct finance subsidiary of either (not, for the avoidance of doubt, Newco);

(x) there will be no limit in the principal amount of SSBs or in the number of tranches of SSB issuances;

(xi) there will be no pricing limit (OID or coupon) on SSBs;

(xii) any interest rate and currency hedging in respect of 100% of the principal and/or coupon payable under any SSBs will be permitted;

(xiii) the SSB noteholders will have the right to repurchase all (but not a portion of) the Outstandings under the SFA at par upon the occurrence of an Event of Default and the Security Trustee or the Lenders under the SFA have begun formal steps to enforce any Guarantee or Security;

(xiv) the SFA will confirm that the events of default of any SSBs relating to the default under other Indebtedness shall be limited to cross payment defaults and cross-acceleration; and

(xv) following an Event of Default under the SFA, all payments received by any Finance Party to enter into any standstill agreement or other agreement to delay the taking of any enforcement action shall be shared among all the senior secured creditors (including any SSB noteholders) on a pro rata basis.

At the time of any issuance of any SSBs (or immediately prior thereto) certain terms in the SFA would be amended to reflect such SSB issuance including: (i) “Finance Documents” to include any finance documents with respect to any such SSBs and (ii) “Finance Parties” to include any SSB trustee, any SSB holders and any other finance parties in respect of any such SSBs.

The Group Intercreditor Agreement would be amended to permit the issuance of SSBs on a second lien basis on terms that are acceptable to the Controlling Party.

To the extent that either amendments to any Security Documents or supplemental security documents are necessary, in the opinion of the Security Trustee, in order for the SSBs to share in the Security ona pari passu basis with the Lenders under the SFA, the Company seeks the consent to such amendments or supplemental security documents, in each case on terms reasonably acceptable to the Security Trustee and, in relation to supplemental security documents, on the basis that such security documents are on substantially the same terms as the existing Security Documents relating to substantially the same or similar assets in the same jurisdictions, whether now or at the time of issuance of any SSBs.

B. Hedging Related Amendments:

The Group Intercreditor Agreement would be amended to up-date its hedging related terms and bring such terms in line with current market standards and counterparty expectations for hedging transactions, in particular by making the following amendments:

(i) consolidate pre- and post-merger hedge counterparties into a single class and thus make pre-merger hedges subject to standard enforcement restrictions;

(ii) permit termination payments on voluntary close-out of hedges by mutual consent prior to a Senior Default;

(iii) expand permitted enforcement rights of hedge counter-parties to bring them closer to current market standards, subject to the turn-over provisions of the Group Intercreditor Agreement following any Senior Default; and

(iv) include a consent right for hedge counterparties to any changes affecting the pari passu ranking of hedge counterparties or the status of hedge counterparties as secured creditors.

The SFA would be amended to clarify that the Bank Group may enter into any non-speculative hedging activities with respect to any Indebtedness of the Group.

C.           Clarifying and Technical Amendments

The SFA would be amended to provide that any repayment premiums/fees payable in respect of any redemption or purchase of the 2014 Notes shall be excluded for the purposes of the definition of “Interest” and, therefore, disregarded for the purposes of the definition of “Consolidated Operating Cashflow”.

The Group Intercreditor Agreement and the HYD Intercreditor Agreement would be amended to update each of such agreements to reflect current parties and agreements outstanding and delete definitions and provisions which are no longer relevant or required.

In addition, the HYD Intercreditor Agreement would be amended to (i) reflect that Newco will grant an unsecured subordinated guarantee in respect of Virgin Media Finance PLC’s high yield notes (as set out above) and to provide for any additional guarantors from within the Bank Group granting any such similar guarantee to the extent the granting of such guarantee is permitted under the terms of the SFA in its form at the relevant time, (ii) clarify that any facilities which refinance the SFA (including subsequent refinancings) will be treated as senior liabilities for all purposes of the agreement, (iii) clarify that (A) any payment, repayment or purchase by any member of the Bank Group of the unsecured subordinated guarantee or any liability attaching thereto granted by any such member in respect of Virgin Media Finance PLC’s high yield notes and (B) any amendment, variation or waiver of the terms of such unsecured subordinated guarantee in respect of Virgin Media Finance PLC’s high yield notes will, in each case, constitute Prohibited Actions (as defined in the HYD Intercreditor Agreement) under the agreement and (iv) make consequential amendments to reflect each of the foregoing and clarify inconsistencies in the current drafting of the agreement.