10-Q

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-50886

VIRGIN MEDIA INC.
(Exact name of registrant as specified in its charter)

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
(Additional Registrant)

Delaware (State or other jurisdiction of incorporation or organization)	59-3778247 (I.R.S. Employer Identification No.)
909 Third Avenue, Suite 2863 New York, New York (Address of principal executive offices)	10022 (Zip Code)

(212) 906-8440
(Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

        As of May 4, 2010, there were 330,760,982 shares of the registrant's common stock, par value $0.01 per share, issued and outstanding, excluding 1,192,500 unvested shares of restricted stock held in escrow.

        The Additional Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format. See "Note Concerning Virgin Media Investment Holdings Limited" in this Form 10-Q.

VIRGIN MEDIA INC.
FORM 10-Q
QUARTER ENDED MARCH 31, 2010
INDEX

		Page
PART I—FINANCIAL INFORMATION		5
Item 1. Financial Statements		5
Virgin Media Inc.
	Condensed Consolidated Balance Sheets—March 31, 2010 and December 31, 2009	5
	Condensed Consolidated Statements of Operations—Three Months ended March 31, 2010 and 2009	6
	Condensed Consolidated Statements of Cash Flows—Three Months ended March 31, 2010 and 2009	7
	Notes to Condensed Consolidated Financial Statements	8
Virgin Media Investment Holdings Limited
	Condensed Consolidated Balance Sheets—March 31, 2010 and December 31, 2009	29
	Condensed Consolidated Statements of Operations—Three Months ended March 31, 2010 and 2009	30
	Condensed Consolidated Statements of Cash Flows—Three Months ended March 31, 2010 and 2009	31
Virgin Media Investments Limited
	Condensed Consolidated Balance Sheets—March 31, 2010 and December 31, 2009	32
	Condensed Consolidated Statements of Operations—Three Months ended March 31, 2010 and 2009	33
	Condensed Consolidated Statements of Cash Flows—Three Months ended March 31, 2010 and 2009	34
Virgin Media Investment Holdings Limited and Virgin Media Investments Limited
	Combined Notes to Condensed Consolidated Financial Statements	35
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		51
Item 3. Quantitative and Qualitative Disclosures about Market Risk		73
Item 4. Controls and Procedures		75
PART II—OTHER INFORMATION		76
Item 1. Legal Proceedings		76
Item 1A. Risk Factors		76
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		76
Item 3. Defaults Upon Senior Securities		76
Item 4. (Removed and Reserved)		76
Item 5. Other Information		76
Item 6. Exhibits		77
SIGNATURES		80

        In this quarterly report on Form 10-Q, unless we have indicated otherwise, or the context otherwise requires, references to "Virgin Media," "the Company," "we," "us," "our" and similar terms refer to the consolidated business of Virgin Media Inc. and its subsidiaries (including Virgin Media Investment Holdings Limited, or VMIH, Virgin Media Investments Limited, or VMIL, and their respective subsidiaries).

2

"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:

•

the ability to compete with a range of other communications and content providers;

•

the effect of technological changes on our businesses;

•

the ability to maintain and upgrade our networks in a cost-effective and timely manner;

•

possible losses of revenues or customers due to systems failures;

•

the ability to control unauthorized access to our network;

•

our reliance on third-party suppliers and contractors to provide necessary hardware, software or operational support;

•

the continued right to use the Virgin name and logo;

•

the ability to manage customer churn;

•

general economic conditions;

•

the ability to provide attractive programming at a reasonable cost;

•

the ability to implement our restructuring plan successfully and realize the anticipated benefits;

•

currency and interest rate fluctuations;

•

the ability to fund debt service obligations and refinance our debt obligations;

•

the ability to obtain additional financing in the future; and

•

the ability to comply with restrictive covenants in our indebtedness agreements.

        These and other factors are discussed in more detail under "Risk Factors" and elsewhere in our annual report on Form 10-K for the year ended December 31, 2009, or the 2009 Annual Report, as filed with the U.S. Securities and Exchange Commission, or SEC, on February 26, 2010. We assume no obligation to update our forward-looking statements to reflect actual results, changes in assumptions or changes in factors affecting these statements.

Note Concerning Virgin Media Investment Holdings Limited

        This quarterly report on Form 10-Q (excepting separate financial statements responsive to Part I, Item 1) covers Virgin Media, VMIL and VMIH, a company incorporated in England and Wales, with its registered office at 160 Great Portland Street, London W1W 5QA, United Kingdom, that is a wholly owned subsidiary of Virgin Media Finance PLC, or Virgin Media Finance, and a wholly owned indirect subsidiary of Virgin Media Inc. VMIH is not an accelerated filer. VMIH is a guarantor of the unsecured senior notes issued by Virgin Media Finance. VMIH's guarantee of these notes is not deemed to be unconditional. VMIH is also a guarantor of the senior secured notes issued by Virgin Media Secured Finance PLC in January 2010. VMIH carries on the same business as Virgin Media, and is the principal borrower under Virgin Media's senior credit facility. Unless otherwise indicated, the discussion contained in this report applies to VMIH as well as Virgin Media and VMIL.

3

Note Concerning Virgin Media Investments Limited

        VMIL was formed on December 18, 2009 as a wholly owned subsidiary of VMIH. On December 30, 2009, VMIL acceded as a senior subordinated guarantor of the unsecured senior notes issued by Virgin Media Finance, on the same terms as VMIH. As VMIL's guarantees are not deemed to be unconditional, separate financial statements for VMIL with notes to the financial statements combined with those of VMIH have been included in this quarterly report pursuant to the rules and regulations of the SEC. VMIL is not a registrant of this quarterly report on Form 10-Q. Unless otherwise indicated, the discussion contained in this report applies to VMIL as well as Virgin Media and VMIH.

Financial Information and Currency of Financial Statements

        All of the financial statements included in this quarterly report have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The reporting currency of our consolidated financial statements is U.K. pounds sterling.

4

PART I—FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except par value)

			March 31, 2010			December 31, 2009
			(unaudited)
Assets
Current assets
	Cash and cash equivalents		£	420.7		£	430.5
	Restricted cash			6.0			6.0
	Accounts receivable—trade, less allowances for doubtful accounts of £10.9 (2010) and £9.6 (2009)			420.3			427.9
	Inventory for resale			15.5			12.9
	Programming inventory			88.1			62.1
	Derivative financial instruments			5.2			2.2
	Prepaid expenses and other current assets			95.6			100.8
		Total current assets		1,051.4			1,042.4
Fixed assets, net				4,982.6			5,049.2
Goodwill and other indefinite-lived assets				2,071.6			2,071.9
Intangible assets, net				228.8			265.9
Equity investments				359.4			359.9
Derivative financial instruments				296.6			235.1
Deferred financing, net of accumulated amortization of £174.4 (2010) and £136.1 (2009)				94.9			112.2
Other assets				50.9			50.8
Total assets			£	9,136.2		£	9,187.4
Liabilities and shareholders' equity
Current liabilities
	Accounts payable		£	340.6		£	375.5
	Accrued expenses and other current liabilities			367.5			420.1
	Derivative financial instruments			3.4			17.8
	Restructuring liabilities			51.3			57.3
	VAT and employee taxes payable			93.5			67.6
	Interest payable			127.4			126.6
	Deferred revenue			292.5			284.7
	Current portion of long term debt			41.7			41.2
		Total current liabilities		1,317.9			1,390.8
Long term debt, net of current portion				6,105.2			5,933.5
Derivative financial instruments				106.7			106.8
Deferred revenue and other long term liabilities				182.2			182.0
Deferred income taxes				84.2			83.0
Total liabilities				7,796.2			7,696.1
Commitments and contingent liabilities
	Shareholders' equity
	Common stock—$0.01 par value; authorized 1,000.0 (2010 and 2009) shares; issued 331.7 (2010) and 330.8 (2009) and outstanding 330.5 (2010) and 329.4 (2009) shares			1.8			1.8
	Additional paid-in capital			4,496.0			4,483.2
	Accumulated other comprehensive income			27.6			22.5
	Accumulated deficit			(3,185.4	)		(3,016.2	)
		Total shareholders' equity		1,340.0			1,491.3
Total liabilities and shareholders' equity			£	9,136.2		£	9,187.4

See accompanying notes.

5

VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions, except per share data)

		Three months ended March 31,
		2010			2009
Revenue		£	963.2		£	935.7
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		399.1			413.7
	Selling, general and administrative expenses		207.7			209.7
	Restructuring and other charges		0.4			5.4
	Depreciation		242.9			232.7
	Amortization		37.1			61.2
			887.2			922.7
Operating income			76.0			13.0
Other income (expense)
	Interest income and other, net		1.1			3.3
	Interest expense		(123.3	)		(109.0	)
	Loss on extinguishment of debt		(32.9	)		—
	Share of income from equity investments		7.6			2.5
	Loss on derivative instruments		(21.0	)		(21.2	)
	Foreign currency loss		(69.8	)		(11.9	)
Loss from continuing operations before income taxes			(162.3	)		(123.3	)
	Income tax benefit (expense)		1.9			(9.6	)
Loss from continuing operations			(160.4	)		(132.9	)
Discontinued operations
	Loss from discontinued operations, net of tax		—			(21.1	)
Net loss		£	(160.4	)	£	(154.0	)
Basic and diluted loss from continuing operations per
	common share	£	(0.49	)	£	(0.41	)
Basic and diluted loss from discontinued operations per
	common share	£	—		£	(0.06	)
Basic and diluted net loss per common share		£	(0.49	)	£	(0.47	)
Dividends per share (in U.S. dollars)		$	0.04		$	0.04
Average number of shares outstanding			329.7			328.2

See accompanying notes.

6

VIRGIN MEDIA INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

			Three months ended March 31,
			2010			2009
Operating activities:
Net loss			£	(160.4	)	£	(154.0	)
Loss from discontinued operations				—			21.1
Loss from continuing operations				(160.4	)		(132.9	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
	Depreciation and amortization			280.0			293.9
	Non-cash interest			5.6			(26.8	)
	Non-cash compensation			7.3			4.7
	Loss on extinguishment of debt			32.8			—
	Income from equity accounted investments, net of dividends received			(4.1	)		(2.5	)
	Unrealized losses on derivative instruments			46.5			23.2
	Unrealized foreign currency losses			34.1			16.4
	Income taxes			(0.6	)		9.9
	Amortization of original issue discount and deferred finance costs			5.3			9.1
	Gain on disposal of assets			(0.7	)		—
	Other			1.1			(1.3	)
Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions:				(59.7	)		(64.5	)
		Net cash provided by operating activities		187.2			129.2
Investing activities:
	Purchase of fixed and intangible assets			(181.5	)		(144.4	)
	Principal repayments on loans to equity investments			1.2			1.2
	Other			1.0			1.5
		Net cash used in investing activities		(179.3	)		(141.7	)
Financing activities:
	New borrowings, net of financing fees			1,447.8			—
	Proceeds from employee stock option exercises			5.6			—
	Principal payments on long term debt, including redemption premiums, and capital leases			(1,464.9	)		(12.4	)
	Dividends paid			(8.8	)		(9.0	)
		Net cash used in financing activities		(20.3	)		(21.4	)
Cash flow from discontinued operations:
	Net cash used in operating activities			—			(7.9	)
		Net cash used in discontinued operations		—			(7.9	)
Effect of exchange rate changes on cash and cash equivalents				2.6			(0.2	)
Decrease in cash and cash equivalents				(9.8	)		(42.0	)
Cash and cash equivalents, beginning of period				430.5			181.6
Cash and cash equivalents, end of period			£	420.7		£	139.6
Supplemental disclosure of cash flow information
Cash paid during the period for interest exclusive of amounts capitalized			£	109.0		£	131.6

See accompanying notes.

7

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Basis of Presentation

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information and with the rules and regulations of the Securities and Exchange Commission, or SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2010 are not necessarily indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and notes thereto included in Virgin Media Inc.'s annual report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 26, 2010, or the 2009 Annual Report.

Note 2—Recent Accounting Pronouncements

        In September 2009, the Financial Accounting Standards Board, or FASB, ratified new accounting guidance for existing multiple-element revenue arrangements. The revised multiple-element revenue arrangements guidance will be effective for the first annual reporting period beginning on or after June 15, 2010 and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. We have not yet adopted the provisions of this guidance and are evaluating the impact on our consolidated financial statements.

        In January 2010, the FASB issued new guidance for fair value measurements and disclosures. The guidance improves disclosures about fair value measurements by requiring a greater level of disaggregated information and more robust disclosures about valuation techniques and inputs to fair value measurements. In addition, the guidance requires separate disclosure of amounts of significant transfers in and out of Levels 1 and 2 of the fair value hierarchy and a reconciliation of fair value measurements using significant unobservable inputs (Level 3 of the fair value hierarchy). The adoption of this standard did not have a material impact on our consolidated financial statements.

        In February 2010, the FASB issued new guidance for the disclosure of subsequent events. As a result of this guidance, we are no longer required to disclose the date through which we have evaluated subsequent events in the financial statements. We have adopted the provisions of this guidance.

        In April 2010, the FASB issued new guidance for employee share-based payment awards. The guidance clarifies that share-based payment awards with an exercise price denominated in the currency of a market in which a substantial portion of an entity's equity securities trades, should not be classified as a liability if they otherwise qualify as equity. The new guidance is effective for fiscal years and interim periods beginning on or after December 15, 2010. While we are still evaluating the impact of the adoption of this guidance, we do not expect it to have a material impact on our consolidated financial statements.

8

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3—Long Term Debt

        Long term debt consisted of (in millions):

		March 31, 2010			December 31, 2009
Secured Obligations
	U.S. Dollar
	6.50% U.S. dollar senior secured notes due 2018	£	648.7		£	—
	Senior credit facility		181.7			275.3
	Euro
	Senior credit facility		267.1			356.5
	Sterling
	7.00% sterling senior secured notes due 2018		862.1			—
	Senior credit facility		1,190.8			2,481.0
Unsecured Obligations
	U.S. Dollar
	8.75% U.S. dollar senior notes due 2014		58.8			55.3
	9.125% U.S. dollar senior notes due 2016		362.2			340.2
	6.50% U.S. dollar convertible senior notes due 2016		540.2			504.5
	9.50% U.S. dollar senior notes due 2016		864.0			810.9
	8.375% U.S. dollar senior notes due 2019		388.8			365.1
	Euro
	8.75% euro senior notes due 2014		42.1			41.9
	9.50% euro senior notes due 2016		153.8			152.9
	Sterling
	9.75% sterling senior notes due 2014		78.8			78.8
	8.875% sterling senior notes due 2019		344.5			344.5
Other Secured Obligations
	Capital leases		162.2			166.6
	Other		1.1			1.2
			6,146.9			5,974.7
	Less: current portion		(41.7	)		(41.2	)
			£6,105.2			£5,933.5

        The effective interest rate on the senior credit facility was 5.6% and 5.3% as at March 31, 2010 and December 31, 2009, respectively.

        On January 19, 2010, our wholly owned subsidiary Virgin Media Secured Finance PLC issued $1.0 billion aggregate principal amount of 6.50% senior secured notes due 2018 and £875 million aggregate principal amount of 7.00% senior secured notes due 2018. Interest is payable on June 15 and December 15 each year, beginning on June 15, 2010. The senior secured notes due 2018 rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security which have been granted in favor of our senior credit facility. We used the net proceeds to make repayments totaling £1,453.0 million under our senior credit facility.

9

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3—Long Term Debt (Continued)

        On April 19, 2010, we drew down an aggregate principal amount of £1,675.0 million under our new senior credit facility dated March 16, 2010, as amended and restated, or the new senior credit facility, and applied the proceeds towards the repayment of all amounts outstanding under our old senior credit facility and for general corporate purposes. The new senior credit facility comprises a term loan A facility in an aggregate principal amount of £1,000 million, a term loan B facility in an aggregate principal amount of £675 million and a revolving credit facility in aggregate principal amount of £250 million. We also utilized £20.4 million of the new revolving credit facility for bank guarantees and standby letters of credit.

        On April 12, 2010, Virgin Media Finance PLC, or Virgin Media Finance, issued redemption notices to the holders of our senior notes due 2014 pursuant to which we will redeem the full outstanding principal amount of these notes plus accrued interest on May 12, 2010. The redemption price will be 102.917% of the principal amount of the notes denominated in U.S. dollars and euros and 103.250% of the principal amount of the notes denominated in sterling. The estimated cost of redemption of these notes, inclusive of the cost to unwind derivative contracts entered in to as economic hedges of these notes, is £193.9 million.

        Long term debt repayments, excluding capital leases, as of March 31, 2010, were due as follows (in millions):

Period ending March 31:
2011	£	0.4
2012		0.4
2013		1,639.9
2014		—
2015		179.8
Thereafter		4,345.1
Total debt payments		£6,165.6

        Following the repayments made on April 19, 2010, there were no outstanding amounts under our old senior credit facility.

        On a pro forma basis taking into account the repayment of our old senior credit facility and the concurrent drawings under the new senior credit facility along with the early redemption of the senior notes due 2014 on May 12, 2010, the long term debt repayments, excluding capital leases, as of March 31, 2010 are as follows (in millions):

Period ending March 31:
2011	£	180.1
2012		150.4
2013		175.3
2014		200.0
2015		200.0
Thereafter		5,295.1
Total debt payments		£6,200.9

10

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 4—Fair Value Measurements

        U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

        We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that all of our financial assets and liabilities that are stated at fair value fall in levels 1 and 2 in the fair value hierarchy described above. In estimating the fair value of our financial assets and liabilities, we used the following methods and assumptions:

        Cash and cash equivalents, and restricted cash:    The carrying amounts reported in the consolidated balance sheets approximate fair value due to the short maturity and nature of these financial instruments.

        Derivative financial instruments:    As a result of our financing activities, we are exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. The carrying amounts of our derivative financial instruments are disclosed in note 5.

        Long term debt:    In the following table the fair value of our senior credit facility is based upon quoted trading prices in inactive markets for this debt, which incorporates non-performance risk, and is classified within level 2 of the fair value hierarchy. The fair values of our other debt in the following table are based on the quoted market prices in active markets and incorporate non-performance risk. Accordingly, the inputs used to value these debt instruments are classified within level 1 of the fair value hierarchy.

11

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 4—Fair Value Measurements (Continued)

        The carrying amounts and fair values of our long term debt are as follows (in millions):

	March 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior credit facility		£1,639.6		£1,638.2		£3,112.8		£3,043.5
8.75% U.S. dollar senior notes due 2014		58.8		60.1		55.3		57.7
9.75% sterling senior notes due 2014		78.8		81.2		78.8		81.6
8.75% euro senior notes due 2014		42.1		44.6		41.9		43.7
9.125% U.S. dollar senior notes due 2016		362.2		382.4		340.2		359.4
6.50% U.S. dollar convertible senior notes due 2016		540.2		806.9		504.5		737.0
9.50% U.S. dollar senior notes due 2016		864.0		987.4		810.9		895.8
9.50% euro senior notes due 2016		153.8		186.3		152.9		173.5
8.375% U.S. dollar senior notes due 2019		388.8		395.9		365.1		377.0
8.875% sterling senior notes due 2019		344.5		362.2		344.5		355.3
6.50% U.S. dollar senior secured notes due 2018		648.7		646.3		—		—
7.00% sterling senior secured notes due 2018		862.1		892.5		—		—

Concentrations of Credit Risk

        Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade receivables and derivative contracts.

        At March 31, 2010 and December 31, 2009, we had £420.7 million and £430.5 million, respectively, in cash and cash equivalents. These cash and cash equivalents are on deposit with major financial institutions and, as part of our cash management process, we perform regular evaluations of the credit standing of these institutions using a range of metrics. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash balances.

        Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our Business segment customers' financial condition and generally do not require collateral. No single group or customer represents greater than 10% of total accounts receivable.

        Concentrations of credit risk with respect to derivative contracts are focused within a limited number of international financial institutions with whom we operate and relate only to derivatives with recorded asset balances at March 31, 2010. We perform regular reviews of the financial institutions with which we operate as to their credit worthiness and financial condition. We have not experienced non-performance by any of our derivative counterparties nor do we expect there to be non-performance risks associated with our counterparties. At March 31, 2010, based on market values, we had 56.7% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure. At December 31, 2009, based on market values, we had 68.2% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure.

12

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities

Strategies and Objectives for Holding Derivative Instruments

        Our results could be materially impacted by changes in interest rates and foreign currency exchange rates. In an effort to manage these risks, we periodically enter into various derivative instruments including interest rate swaps, cross-currency interest rate swaps and foreign exchange forward rate contracts. We are required to recognize all derivative instruments as either assets or liabilities at fair value on our consolidated balance sheets, and to recognize certain changes in the fair value of derivative instruments on our consolidated statements of operations.

        We have entered into cross-currency interest rate swaps and foreign currency forward rate contracts to manage interest rate and foreign exchange rate currency exposures with respect to our U.S. dollar ($) and euro (€) denominated debt obligations. Additionally, we have entered into interest rate swaps to manage interest rate exposures resulting from variable rates of interest we pay on our U.K. pound sterling (£) denominated debt obligations. We have also entered into U.S. dollar, euro and South African rand (ZAR) forward rate contracts to manage our foreign exchange rate currency exposures related to certain committed and forecasted purchases.

        When practical, we designate a derivative contract as either a cash flow or fair value hedge for accounting purposes. These derivatives are referred to as "Accounting Hedges" below. When a derivative contract is not designated as an Accounting Hedge, the derivative will be treated as an economic hedge with mark-to-market movements and realized gains or losses recognized through gains (losses) on derivative instruments in the statements of operations. These derivatives are referred to as "Economic Hedges" below. We do not enter into derivatives for speculative trading purposes.

        In respect to Accounting Hedges, we believe our hedge contracts will be highly effective during their term in offsetting changes in cash flow or fair value attributable to the hedged risk. We perform, at least quarterly, both a prospective and retrospective assessment of the effectiveness of our hedge contracts, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the derivative in gains or losses on derivative instruments in the statement of operations. As a result of our effectiveness assessment at March 31, 2010, we believe our derivative contracts that are designated and qualify for hedge accounting will continue to be highly effective in offsetting changes in cash flow or fair value attributable to the hedged risk.

        The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. Derivative instruments which are subject to master netting arrangements are not offset and we have not provided, nor do we require, cash collateral with any counterparty.

13

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        The fair values of our derivative instruments recorded on our condensed consolidated balance sheets were as follows (in millions):

			March 31, 2010		December 31, 2009
Included within current assets:
	Accounting Hedge
		Foreign currency forward rate contracts	£	0.5	£	0.3
	Economic Hedge
		Foreign currency forward rate contracts		4.7		1.9
			£	5.2	£	2.2
Included within non-current assets:
	Accounting Hedge
		Cross-currency interest rate swaps	£	139.4	£	63.7
	Economic Hedge
		Cross-currency interest rate swaps		157.2		169.5
		Other		—		1.9
				£296.6		£235.1
Included within current liabilities:
	Accounting Hedge
		Foreign currency forward rate contracts	£	—	£	0.3
		Interest rate swaps		—		12.0
	Economic Hedge
		Foreign currency forward rate contracts		0.1		2.4
		Interest rate swaps		3.3		3.1
			£	3.4	£	17.8
Included within non-current liabilities:
	Accounting Hedge
		Interest rate swaps	£	—	£	21.0
		Cross-currency interest rate swaps		10.9		27.6
	Economic Hedge
		Interest rate swaps		56.8		—
		Cross-currency interest rate swaps		39.0		58.2
				£106.7		£106.8

Cross-Currency Interest Rate Swaps—Hedging the Interest Payments of Senior Notes and Senior Credit Facility

        As of March 31, 2010, we had outstanding cross-currency interest rate swaps to mitigate the interest and foreign exchange rate risks relating to the pound sterling value of interest payments on the U.S. dollar and euro denominated senior notes and senior credit facility.

14

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        The terms of our outstanding cross-currency interest rate swaps at March 31, 2010 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)		(in millions)
$89.3m senior notes due 2014
	October 2011	Economic	$	89.3	£	62.9	8.75%	9.42%
$550m senior notes due 2016
	August 2016	Accounting		550.0		301.2	9.13%	8.54%
$1,350m senior notes due 2016
	August 2016	Accounting		1,350.0		835.5	9.50%	9.98%
$1,000m convertible senior notes due 2016
	November 2016	Economic		1,000.0		505.6	6.50%	6.95%
$600m senior notes due 2019
	October 2019	Accounting		264.3		159.8	8.38%	9.03%
	October 2011	Economic		335.7		228.0	8.38%	9.23%
	October 2011 to October 2019	Accounting		335.7		203.0	8.38%	9.00%
$1,000m senior secured notes due 2018
	January 2018	Accounting		1,000.0		615.4	6.50%	7.01%
Senior credit facility
	September 2012	Economic		275.9		149.7	3 month $ LIBOR + 2.00%	3 month £ LIBOR + 2.13%
			$	5,200.9	£	3,061.1
€47.3m senior notes due 2014
	October 2011	Economic	€	47.3	£	43.8	8.75%	8.90%
€180m senior notes due 2016
	August 2016	Accounting		180.0		158.6	9.50%	10.18%
Senior credit facility
	September 2012	Economic		299.8		207.9	3 month EURIBOR + 2.00%	3 month LIBOR + 2.16%
			€	527.1	£	410.3
Other
	December 2012	Economic	€	56.7	£	40.3	3 month EURIBOR + 2.38%	3 month LIBOR + 2.69%
	December 2013	Economic		43.3		30.8	3 month EURIBOR + 2.88%	3 month LIBOR + 3.26%
			€	100.0	£	71.1
	December 2012	Economic	£	38.8	€	56.7	3 month LIBOR + 2.40%	3 month EURIBOR + 2.38%
	December 2013	Economic		29.7		43.3	3 month LIBOR + 2.90%	3 month EURIBOR + 2.88%
			£	68.5	€	100.0

15

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        All of our cross-currency interest rate swaps include exchanges of the notional amounts at the start and end of the contract except for the contract maturing in November 2016 hedging the $1,000 million convertible senior notes due 2016.

Interest Rate Swaps—Hedging of Interest Rate Sensitive Obligations

        As of March 31, 2010, we had outstanding interest rate swap agreements to manage the exposure to variability in future cash flows on the interest payments associated with our senior credit facility, which accrue at variable rates based on LIBOR. The terms of our outstanding interest rate swap contracts at March 31, 2010 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)
Senior credit facility
	April 2010	Economic	£	3,000.0	3 month LIBOR	2.18%
	April 2010 to April 2011	Economic		200.0	3 month LIBOR	2.58%
	April 2010 to September 2012	Economic		1,300.0	3 month LIBOR	3.07%
Other
	April 2010 to March 2013	Economic	£	300.0	3 month LIBOR	3.28%
	April 2010 to March 2013	Economic		300.0	1.86%	3 month LIBOR

Foreign Currency Forward Rate Contracts—Hedging Committed and Forecasted Transactions

        As of March 31, 2010, we had outstanding foreign currency forward rate contracts to purchase U.S. dollars and South African rand to hedge committed and forecasted purchases. The terms of our outstanding foreign currency forward rate contracts at March 31, 2010 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average exchange rate
			(in millions)		(in millions)
Commited and forecasted purchases
	April 2010 to December 2010	Economic	$	100.6	£	61.7		1.6306
	June 2010 to December 2010	Accounting	$	8.5	£	5.3		1.6106
	April 2010 to June 2010	Accounting		ZAR 13.2	£	1.0		12.6893

Cash Flow Hedges

        For derivative instruments that are designated and qualify as cash flow accounting hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. In our consolidated statement of cash flows, we recognize the cash flows resulting from derivative contracts that are treated as Accounting Hedges in the same category

16

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

where the cash flows from the underlying exposure are recognized. All other cash flows from derivative contracts are recognized as operating activities in the consolidated statement of cash flows.

        Gains or losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized as gains or losses on derivative instruments in the statement of operations in the period in which they occur. During the three months ended March 31, 2010, there were no ineffectiveness losses recognized. The following tables present the effective amount of gain or (loss) recognized in other comprehensive income and amounts reclassified to earnings during the three months ended March 31, 2010 (in millions):

		Total			Interest rate swaps			Cross-currency interest rate swaps			Forward foreign exchange contracts			Tax Effect
Balance at December 31, 2009		£	(55.3	)	£	(32.4	)	£	(6.9	)	£	—		£	(16.0	)
Amounts recognized in other comprehensive income			95.8			—			95.1			0.7			—
Amounts reclassified as a result of cash flow hedge discontinuance			32.4			32.4			—			—			—
Amounts reclassified to earnings impacting:
	Foreign exchange gain		(127.9	)		—			(127.9	)		—			—
	Interest expense		(2.7	)		—			(2.7	)		—			—
	Operating costs		(0.2	)		—			—			(0.2	)		—
Balance at March 31, 2010		£	(57.9	)	£	—		£	(42.4	)	£	0.5		£	(16.0	)

        Assuming no change in interest rates or foreign exchange rates for the next twelve months, the amount of pre-tax gains that would be reclassified from other comprehensive income to earnings would be nil, £6.1 million and £0.5 million relating to interest rate swaps, cross-currency interest rate swaps and forward foreign exchange contracts, respectively.

Note 6—Restructuring and Other Charges

        Restructuring and other charges of £0.4 million for the three months ended March 31, 2010 related primarily to employee termination and lease exit costs in connection with the restructuring program initiated in the last quarter of 2008, partially offset by revisions in cash flow estimates for lease exit costs in relation to our historic and 2006 acquisition restructuring activities. Restructuring and other charges of £5.4 million for the three months ended March 31, 2009 related primarily to employee termination costs in connection with the restructuring program initiated in the last quarter of 2008.

        In connection with our 2008 restructuring program we expect to incur operating expenditures of between £140 million to £155 million and capital expenditures of between £40 million to £45 million in connection with this program over a three-year period.

17

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 6—Restructuring and Other Charges (Continued)

        The following table summarizes our historical restructuring accruals, the restructuring accruals resulting from the acquisitions made by us during 2006 and the accruals for our restructuring plan announced in 2008 (in millions):

	Historical Restructuring Accruals			2006 Acquisition Restructuring Accruals			2008 Restructuring Accruals
Three months ended March 31, 2010	Lease Exit Costs			Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease and Contract Exit Costs			Total
Balance, December 31, 2009	£	12.6		£	27.4		£	1.8		£	15.5		£	57.3
Amendments offset against goodwill		—			(0.3	)		—			—			(0.3	)
Charged to expense		0.4			—			0.4			1.3			2.1
Revisions		(0.4	)		(1.1	)		(0.2	)		—			(1.7	)
Utilized		(1.4	)		(1.9	)		(1.1	)		(1.7	)		(6.1	)
Balance, March 31, 2010	£	11.2		£	24.1		£	0.9		£	15.1		£	51.3

Note 7—Stockholders' Equity and Share Based Compensation

        The average number of shares outstanding for the three months ended March 31, 2010 and 2009 is computed as follows (in millions):

	Three months ended March 31,
	2010		2009
Number of shares outstanding at start of period		329.4		328.1
Issues of common stock (average number outstanding during the period)		0.3		0.1
Average number of shares outstanding		329.7		328.2

        Total share based compensation expense included in selling, general and administrative expenses in the statements of operations was £7.3 million and £4.7 million for the three months ended March 31, 2010 and 2009, respectively.

        Basic and diluted net loss per share is computed by dividing the net loss for the three months ended March 31, 2010 and 2009 by the weighted average number of shares outstanding during the respective periods. Options, sharesave options, shares of restricted stock held in escrow, restricted stock units, warrants, and shares issuable under our convertible senior notes at March 31, 2010 and 2009 are

18

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 7—Stockholders' Equity and Share Based Compensation (Continued)

excluded from the calculation of diluted loss per share, since these securities are anti-dilutive. The following is a summary of the terms of each of these securities:

Stock Option Grants

        All options granted under our stock incentive plans have a ten year term and vest and become fully exercisable within five years of continued employment. We issue new shares upon exercise of the options. For performance-based option grants, the performance objectives are based upon quantitative and qualitative objectives, including earnings and stock price performance, amongst others. These objectives may be absolute or relative to prior performance or to the performance of other entities, indices or benchmarks and may be expressed in terms of progression within a specific range.

Sharesave Option Grants

        All options granted under the Virgin Media Inc. Sharesave Plan enable eligible employees to purchase shares of our common stock at a discount. Employees are invited to take out savings contracts that last for three years. At the end of the contract, employees use the proceeds of these savings to exercise the options granted under the plan. We issue new shares upon exercise of the options.

Restricted Stock Grants

        The shares of restricted stock granted under our stock incentive plans have a term of up to three and a half years and vest based on time or performance, subject to continued employment. For performance based restricted stock grants, the performance objectives are based upon quantitative and qualitative objectives, including earnings, operational performance and achievement of strategic goals, amongst others, which vest after a one to three year period. These objectives may be absolute or relative to prior performance or to the performance of other entities, indices or benchmarks and may be expressed in terms of progression within a specific range.

Restricted Stock Unit Grants

        The restricted stock units granted under our stock incentive plans have a term of up to three and a half years and vest based on performance, subject to continued employment. These targets may be absolute or relative to prior performance or to the performance of other entities, indices or benchmarks and may be expressed in terms of progression within a specific range. The final number of restricted stock units vesting will be settled in either common stock or an amount of cash equivalent to the fair market value at the date of vesting.

Series A Warrants

        Warrants are exercisable for a total of 25,769,060 shares of our common stock at an exercise price of $105.17 per share. The Series A warrants expire on January 10, 2011.

Convertible Senior Notes

        Holders of our U.S. dollar denominated 6.50% convertible senior notes due 2016 may tender their notes for conversion at any time on or after August 15, 2016 through to the second scheduled trading

19

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 7—Stockholders' Equity and Share Based Compensation (Continued)

date preceding the maturity date. Prior to August 15, 2016, holders may convert their notes, at their option, only under the following circumstances: (i) in any quarter, if the closing sale price of Virgin Media Inc.'s common stock during at least 20 of the last 30 trading days of the prior quarter was more than 120% of the applicable conversion price per share of common stock on the last day of such prior quarter; (ii) if, for five consecutive trading days, the trading price per $1,000 principal amount of notes was less than 98% of the product of the closing price of our common stock and the then applicable conversion rate; (iii) if a specified corporate event occurs, such as a merger, recapitalization, reclassification, binding share exchange or conveyance of all, or substantially all, of Virgin Media Inc.'s assets; (iv) the declaration by Virgin Media Inc. of the distribution of certain rights, warrants, assets or debt securities to all, or substantially all, holders of Virgin Media Inc.'s common stock; or (v) if Virgin Media Inc. undergoes a fundamental change (as defined in the indenture governing the convertible senior notes), such as a change in control, merger, consolidation, dissolution or delisting.

        The initial conversion rate is equal to 52.0291 shares of Virgin Media Inc.'s common stock per $1,000 of convertible senior notes, which represents an initial conversion price of approximately $19.22 per share of common stock. The conversion rate is subject to adjustment for stock splits, stock dividends or distributions, the issuance of certain rights or warrants, certain cash dividends or distributions or stock repurchases where the price exceeds market values.

Note 8—Comprehensive Loss

        Comprehensive loss comprises (in millions):

	Three months ended March 31,
	2010			2009
Net loss for period	£	(160.4	)	£	(154.0	)
Currency translation adjustment		7.7			4.6
Net unrealized gains (losses) on derivatives, net of tax		95.8			(22.1	)
Reclassification of derivative gains to net income, net of tax		(98.4	)		(3.5	)
Comprehensive loss	£	(155.3	)	£	(175.0	)

        The components of accumulated other comprehensive income, net of taxes, were as follows (in millions):

	March 31, 2010			December 31, 2009
Foreign currency translation	£	167.8		£	160.1
Pension liability adjustments		(82.3	)		(82.3	)
Net unrealized gains on derivatives		(57.9	)		(55.3	)
	£	27.6		£	22.5

20

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 9—Contingent Liabilities

        We are involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employee and employee benefits which arise in the ordinary course of our business. We recognize a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We believe we have adequate provisions for any such matters. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Whilst litigation is inherently unpredictable, we believe that we have valid defenses with respect to legal matters pending against us. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies, or because of the diversion of management's attention and the creation of significant expenses.

        Our revenue generating activities are subject to Value Added Tax, or VAT. The U.K. tax authorities are seeking to challenge our VAT treatment of certain of these activities. As a result, we have estimated contingent losses totaling £35.9 million as of March 31, 2010 that are not accrued for, as we do not deem them to be probable of resulting in a liability. We continue to evaluate the likelihood of the contingent losses as additional information becomes available and, to the extent an accrual becomes necessary, it will be recognized in earnings in the period when such amount becomes probable. Any challenge made could be subject to court proceedings before any settlement would be required and therefore the timescale for resolution is not expected to occur within the next financial year.

Note 10—Industry Segments

        Our reporting segments are based on our method of internal reporting along with the criteria used by our chief executive officer, who is our chief operating decision maker (CODM), to evaluate segment performance, the availability of separate financial information and overall materiality considerations.

        Our internal reporting structure and the related financial information used by management and the CODM reflect our operating structure which has been established to build a customer-focused organization able to respond effectively to rapid changes in the market, technology and customer demands through our three customer-based segments: Consumer, Business and Content.

        Our Consumer segment is our primary segment, consisting of the distribution of television programming, broadband and fixed line telephone services to residential customers on our cable network, the provision of broadband and fixed line telephone services to residential customers outside of our cable network, and the provision of mobile telephony and broadband to residential customers.

        Our Business segment comprises our operations carried out through Virgin Media Business which provides a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K.

        We operate our Content segment through Virgin Media TV, which supplies television programming to the U.K. pay-television broadcasting market.

        Segment contribution, which is operating income before network operating costs, corporate costs, depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, is management's measure of segment profit. Segment contribution excludes the impact of

21

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10—Industry Segments (Continued)

certain costs and expenses that are not directly attributable to the reporting segments, such as the costs of operating the network, corporate costs and depreciation and amortization. Restructuring and other charges, and goodwill and intangible asset impairments are excluded from segment contribution as management believes they are not characteristic of our underlying business operations. Assets are reviewed on a consolidated basis and are not allocated to segments for management reporting since the primary asset of the business is the cable network infrastructure, which is shared by our Consumer and Business segments.

        Segment information for the three month periods ended March 31, 2010 and 2009 was as follows (in millions):

	Three months ended March 31, 2010
	Consumer		Business		Content		Total
Revenue	£	789.5	£	139.9	£	33.8	£	963.2
Inter segment revenue		—		—		7.1		7.1
Segment contribution	£	480.5	£	76.1	£	6.6	£	563.2

	Three months ended March 31, 2009
	Consumer		Business		Content		Total
Revenue	£	753.3	£	149.8	£	32.6	£	935.7
Inter segment revenue		—		—		6.6		6.6
Segment contribution	£	438.2	£	82.6	£	6.9	£	527.7

        The reconciliation of total segment contribution to consolidated operating income is as follows (in millions):

		Three months ended March 31,
		2010		2009
Total segment contribution		£	563.2	£	527.7
	Other operating and corporate costs		206.8		215.4
	Depreciation		242.9		232.7
	Amortization		37.1		61.2
	Restructuring and other charges		0.4		5.4
Consolidated operating income		£	76.0	£	13.0

Note 11—Condensed Consolidated Financial Information

        On April 13, 2004, Virgin Media Finance issued £375 million aggregate principal amount of 9.75% senior notes due 2014, $425 million aggregate principal amount of 8.75% senior notes due 2014, and €225 million aggregate principal amount of 8.75% senior notes due 2014. On July 25, 2006, Virgin Media Finance issued $550 million aggregate principal amount of 9.125% senior notes due 2016. On June 3, 2009, Virgin Media Finance issued $750 million aggregate principal amount of 9.50% senior notes due 2016 and €180 million aggregate principal amount of 9.50% senior notes due 2016 and on

22

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Condensed Consolidated Financial Information (Continued)

July 21, 2009, Virgin Media Finance issued a further $600 million aggregate principle amounts of 9.50% senior notes due 2016. On November 9, 2009, Virgin Media Finance issued $600 million aggregate principal amount of 8.375% senior notes due 2019 and £350 million aggregate principal amount of 8.875% senior notes due 2019. Virgin Media Inc. and certain of its subsidiaries, namely Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited, have guaranteed the senior notes on a senior basis. Each of Virgin Media Investment Holdings Limited, or VMIH, and Virgin Media Investments Limited, or VMIL, are conditional guarantors and have guaranteed the senior notes on a senior subordinated basis. VMIL is included as a conditional guarantor as at December 31, 2009 following its accession on December 30, 2009 as a senior subordinated guarantor of the senior notes issued by Virgin Media Finance.

        We present the following condensed consolidated financial information as of March 31, 2010 and December 31, 2009 and for the three months ended March 31, 2010 and 2009 as required by Rule 3-10(d) of Regulation S-X.

23

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Condensed Consolidated Financial Information (Continued)

		March 31, 2010
Balance sheets		Company		Virgin Media Finance			Other guarantors			VMIH		VMIL		All other subsidiaries			Adjustments			Total
		(in millions)
Cash and cash equivalents		£	15.4	£	1.8		£	0.8		£	345.2	£	—	£	57.5		£	—		£	420.7
Restricted cash			—		—			—			—		—		6.0			—			6.0
Other current assets			5.6		—			—			16.2		—		602.9			—			624.7
	Total current assets		21.0		1.8			0.8			361.4		—		666.4			—			1,051.4
Fixed assets, net			—		—			—			—		—		4,982.6			—			4,982.6
Goodwill and intangible assets, net			—		—			(15.0	)		—		—		2,315.4			—			2,300.4
Investments in, and loans to, parent and subsidiary companies			1,867.8		687.1			(1,104.2	)		2,056.9		1,442.3		(5,500.0	)		909.5			359.4
Other assets, net			10.7		—			—			358.6		—		73.1			—			442.4
	Total assets	£	1,899.5	£	688.9		£	(1,118.4	)	£	2,776.9	£	1,442.3	£	2,537.5		£	909.5		£	9,136.2
Current liabilities		£	19.3	£	55.7		£	40.3		£	120.2	£	—	£	1,946.5		£	(864.1	)	£	1,317.9
Long term debt, net of current portion			540.2		2,293.0			—			1,278.8		—		1,993.2			—			6,105.2
Other long term liabilities			—		—			0.3			83.9		—		288.9			—			373.1
Shareholders' equity (deficit)			1,340.0		(1,659.8	)		(1,159.0	)		1,294.0		1,442.3		(1,691.1	)		1,773.6			1,340.0
	Total liabilities and shareholders' equity	£	1,899.5	£	688.9		£	(1,118.4	)	£	2,776.9	£	1,442.3	£	2,537.5		£	909.5		£	9,136.2

		December 31, 2009
Balance sheets		Company		Virgin Media Finance			Other guarantors			VMIH		VMIL		All other subsidiaries			Adjustments			Total
		(in millions)
Cash and cash equivalents		£	12.4	£	1.9		£	0.3		£	292.9	£	—	£	123.0		£	—		£	430.5
Restricted cash			—		—			—			—		—		6.0			—			6.0
Other current assets			4.3		—			0.1			9.9		—		591.6			—			605.9
	Total current assets		16.7		1.9			0.4			302.8		—		720.6			—			1,042.4
Fixed assets, net			—		—			—			—		—		5,049.2			—			5,049.2
Goodwill and intangible assets, net			—		—			(15.0	)		—		—		2,352.8			—			2,337.8
Investments in, and loans to, parent and subsidiary companies			1,977.8		766.8			(962.1	)		2,859.9		—		(6,316.6	)		2,034.1			359.9
Other assets, net			10.4		—			—			295.5		—		92.2			—			398.1
	Total assets	£	2,004.9	£	768.7		£	(976.7	)	£	3,458.2	£	—	£	1,898.2		£	2,034.1		£	9,187.4
Current liabilities		£	9.1	£	82.9		£	25.2		£	127.3	£	—	£	1,863.1		£	(716.8	)	£	1,390.8
Long term debt, net of current portion			504.5		2,189.5			—			1,798.9		—		1,440.6			—			5,933.5
Other long term liabilities			—		—			0.1			83.8		—		287.9			—			371.8
Shareholders' equity (deficit)			1,491.3		(1,503.7	)		(1,002.0	)		1,448.2		—		(1,693.4	)		2,750.9			1,491.3
	Total liabilities and shareholders' equity	£	2,004.9	£	768.7		£	(976.7	)	£	3,458.2	£	—	£	1,898.2		£	2,034.1		£	9,187.4

24

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Condensed Consolidated Financial Information (Continued)

	Three months ended March 31, 2010
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			VMIL			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	—		£	963.2		£	—		£	963.2
Operating costs		—			—			—			—			—			(399.1	)		—			(399.1	)
Selling, general and administrative expenses		(4.6	)		—			—			—			—			(203.1	)		—			(207.7	)
Restructuring and other charges		—			—			—			—			—			(0.4	)		—			(0.4	)
Depreciation and amortization		—			—			—			—			—			(280.0	)		—			(280.0	)
Operating income (loss)		(4.6	)		—			—			—			—			80.6			—			76.0
Interest income and other, net		10.3			56.8			29.4			28.3			—			161.0			(284.7	)		1.1
Interest expense		(14.4	)		(58.6	)		(28.2	)		(108.7	)		—			(198.1	)		284.7			(123.3	)
Loss on extinguishment of debt		—			—			—			(16.4	)		—			(16.5	)		—			(32.9	)
Share of income from equity investments		—			—			—			—			—			7.6			—			7.6
Loss on derivative instruments		—			—			—			(19.1	)		—			(1.9	)		—			(21.0	)
Foreign currency loss		(0.2	)		—			(4.4	)		(36.3	)		—			(28.9	)		—			(69.8	)
Income tax benefit (expense)		—			—			(0.2	)		3.6			—			(1.5	)		—			1.9
(Loss) income from continuing operations		(8.9	)		(1.8	)		(3.4	)		(148.6	)		—			2.3			—			(160.4	)
Equity in net loss of subsidiaries		(151.5	)		(151.7	)		(148.1	)		(3.1	)		(3.4	)		—			457.8			—
Net (loss) income	£	(160.4	)	£	(153.5	)	£	(151.5	)	£	(151.7	)	£	(3.4	)	£	2.3		£	457.8		£	(160.4	)

25

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Condensed Consolidated Financial Information (Continued)

	Three months ended March 31, 2009
Statements of operations	Company			Virgin Media Finance			Other guarantors			VMIH			All other subsidiaries			Adjustments			Total
	(in millions)
Revenue	£	—		£	—		£	—		£	—		£	935.7		£	—		£	935.7
Operating costs		—			—			—			—			(413.7	)		—			(413.7	)
Selling, general and administrative expenses		(5.1	)		—			(0.7	)		—			(203.9	)		—			(209.7	)
Restructuring and other charges		—			—			—			—			(5.4	)		—			(5.4	)
Depreciation and amortization		—			—			—			—			(293.9	)		—			(293.9	)
Operating income (loss)		(5.1	)		—			(0.7	)		—			18.8			—			13.0
Interest and other income, net		11.3			38.6			35.8			19.8			137.4			(239.6	)		3.3
Interest expense		(15.4	)		(38.8	)		(29.7	)		(82.7	)		(182.0	)		239.6			(109.0	)
Share of income from equity investments		—			—			—			—			2.5			—			2.5
Foreign currency (losses) gains		—			(0.3	)		(0.5	)		(12.8	)		1.7			—			(11.9	)
Losses on derivative instruments		—			—			—			(21.2	)		—			—			(21.2	)
Income tax expense		—			—			(0.1	)		(8.0	)		(1.5	)		—			(9.6	)
(Loss) income from continuing operations		(9.2	)		(0.5	)		4.8			(104.9	)		(23.1	)		—			(132.9	)
Loss from discontinued operations, net of taxes		—			—			—			—			(21.1	)		—			(21.1	)
Equity in net loss of subsidiaries		(144.8	)		(151.8	)		(149.8	)		(46.9	)		—			493.3			—
Net loss	£	(154.0	)	£	(152.3	)	£	(145.0	)	£	(151.8	)	£	(44.2	)	£	493.3		£	(154.0	)

26

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Condensed Consolidated Financial Information (Continued)

	Three months ended March 31, 2010
Statements of cash flows	Company			Virgin Media Finance			Other guarantors			VMIH			VMIL		All other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	(6.4	)	£	(0.1	)	£	3.6		£	79.5		£	—	£	110.6		£	—	£	187.2
Investing activities:
Purchase of fixed and intangible assets		—			—			—			—			—		(181.5	)		—		(181.5	)
Principal repayments on loans to equity investments		—			—			—			—			—		1.2			—		1.2
Principal drawdowns (repayments) on loans to group companies		10.0			—			(3.1	)		(973.2	)		—		966.3			—		—
Proceeds from the sale of fixed assets		—			—			—			—			—		—			—		—
Other		—			—			—			—			—		1.0			—		1.0
Net cash (used in) provided by investing activities		10.0			—			(3.1	)		(973.2	)		—		787.0			—		(179.3	)
Financing activities:
New borrowings, net of financing fees		—			—			—			1,447.8			—		—			—		1,447.8
Proceeds from employee stock option exercises		5.6			—			—			—			—		—			—		5.6
Principal payments on long term debt and capital leases		—			—			—			(501.8	)		—		(963.1	)		—		(1,464.9	)
Dividends paid		(8.8	)		—			—			—			—		—			—		(8.8	)
Net cash (used in) provided by financing activities		(3.2	)		—			—			946.0			—		(963.1	)		—		(20.3	)
Effect of exchange rates on cash and cash equivalents		2.6			—			—			—			—		—			—		2.6
(Decrease) increase in cash and cash equivalents		3.0			(0.1	)		0.5			52.3			—		(65.5	)		—		(9.8	)
Cash and cash equivalents at beginning of period		12.4			1.9			0.3			292.9			—		123.0			—		430.5
Cash and cash equivalents at end of period	£	15.4		£	1.8		£	0.8		£	345.2		£	—	£	57.5		£	—	£	420.7

27

VIRGIN MEDIA INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Condensed Consolidated Financial Information (Continued)

	Three months ended March 31, 2009
Statements of cash flows	Company			Virgin Media Finance		Other guarantors			VMIH			All Other subsidiaries			Adjustments		Total
	(in millions)
Net cash provided by (used in) operating activities	£	(3.1	)	£	—	£	(1.4	)	£	75.1		£	58.6		£	—	£	129.2
Investing activities:
Purchase of fixed and intangible assets		—			—		—			—			(144.4	)		—		(144.4	)
Principal repayments on loans to equity investments		—			—		—			—			1.2			—		1.2
Principal repayments (drawdowns) on loans to group companies		0.6			—		0.6			(0.9	)		(0.3	)		—		—
Other		—			—		—			—			1.5			—		1.5
Net cash (used in) provided by investing activities		0.6			—		0.6			(0.9	)		(142.0	)		—		(141.7	)
Financing activities:
Principal payments on long term debt and capital leases		—			—		—			—			(12.4	)		—		(12.4	)
Intercompany funding movements		15.0			—		—			(9.9	)		(5.1	)		—		—
Dividends paid		(9.0	)		—		—			—			—			—		(9.0	)
Net cash (used in) provided by financing activities		6.0			—		—			(9.9	)		(17.5	)		—		(21.4	)
Cash flow from discontinued operations
Net cash used in operating activities		—			—		—			—			(7.9	)		—		(7.9	)
Net cash used in discontinued operations		—			—		—			—			(7.9	)		—		(7.9	)
Effect of exchange rates on cash and cash equivalents		(0.2	)		—		—			—			—			—		(0.2	)
Decrease (increase) in cash and cash equivalents		3.3			—		(0.8	)		64.3			(108.8	)		—		(42.0	)
Cash and cash equivalents at beginning of period		9.9			—		1.2			0.4			170.1			—		181.6
Cash and cash equivalents at end of period	£	13.2		£	—	£	0.4		£	64.7		£	61.3		£	—	£	139.6

28

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

			March 31, 2010			December 31, 2009
			(unaudited)
Assets
Current assets
	Cash and cash equivalents		£	402.7		£	415.9
	Restricted cash			5.3			5.3
	Accounts receivable—trade, less allowances for doubtful accounts of £10.8 (2010) and £9.6 (2009)			414.6			427.9
	Inventory for resale			15.5			12.9
	Programming inventory			88.1			62.1
	Derivative financial instruments			5.2			2.2
	Prepaid expenses and other current assets			90.0			96.4
		Total current assets		1,021.4			1,022.7
Fixed assets, net				4,861.9			4,925.3
Goodwill and other indefinite-lived assets				2,080.7			2,081.0
Intangible assets, net				228.8			265.9
Equity investments				359.4			359.9
Derivative financial instruments				296.6			235.1
Deferred financing, net of accumulated amortization of £171.4 (2010) and £133.6 (2009)				84.2			101.8
Other assets				50.9			50.8
Due from group companies				814.2			781.6
Total assets			£	9,798.1		£	9,824.1
Liabilities and shareholders' equity
Current liabilities
	Accounts payable		£	340.5		£	375.5
	Accrued expenses and other current liabilities			356.1			407.4
	Derivative financial instruments			3.4			17.8
	VAT and employee taxes payable			89.3			61.8
	Restructuring liabilities			50.3			55.9
	Interest payable			61.4			42.7
	Interest payable to group companies			165.5			165.9
	Deferred revenue			290.4			276.7
	Current portion of long term debt			41.7			41.2
		Total current liabilities		1,398.6			1,444.9
Long term debt, net of current portion				3,272.0			3,239.4
Long term debt due to group companies				3,461.9			3,321.1
Derivative financial instruments				106.7			106.8
Deferred revenue and other long term liabilities				180.7			180.7
Deferred income taxes				84.2			83.0
Total liabilities				8,504.1			8,375.9
Commitments and contingent liabilities
Shareholders' equity
	Common stock—£0.001 par value; authorized 1,000,000 ordinary shares (2010 and 2009); issued and outstanding 224,552 ordinary shares (2010 and 2009)			—			—
	Additional paid-in capital			4,371.3			4,371.3
	Accumulated other comprehensive loss			(140.3	)		(137.8	)
	Accumulated deficit			(2,937.0	)		(2,785.3	)
		Total shareholders' equity		1,294.0			1,448.2
Total liabilities and shareholders' equity			£	9,798.1		£	9,824.1

See accompanying notes

29

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions)

		Three months ended March 31,
		2010			2009
Revenue		£	937.4		£	907.6
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		388.5			400.3
	Selling, general and administrative expenses		196.4			197.3
	Restructuring and other charges		0.4			5.1
	Depreciation		237.4			227.5
	Amortization		37.1			61.2
			859.8			891.4
Operating income			77.6			16.2
Other income (expense)
	Interest income and other, net		1.4			3.3
	Interest income from group companies		1.9			2.1
	Interest expense		(54.6	)		(65.3	)
	Interest expense to group companies		(68.6	)		(47.7	)
	Loss on extinguishment of debt		(32.9	)		—
	Share of income from equity investments		7.6			2.5
	Loss on derivative instruments		(21.0	)		(21.2	)
	Foreign currency loss		(65.2	)		(11.1	)
Loss from continuing operations before income taxes			(153.8	)		(121.2	)
	Income tax benefit (expense)		2.1			(9.5	)
Loss from continuing operations			(151.7	)		(130.7	)
Discontinued operations
	Loss from discontinued operations, net of tax		—			(21.1	)
Net loss		£	(151.7	)	£	(151.8	)

See accompanying notes.

30

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

			Three months ended March 31,
			2010			2009
Operating activities
Net loss			£	(151.7	)	£	(151.8	)
Loss from discontinued operations				—			21.1
Loss from continuing operations				(151.7	)		(130.7	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
	Depreciation and amortization			274.5			288.7
	Non-cash interest			25.1			(52.7	)
	Non-cash compensation			6.7			4.0
	Loss on extinguishment of debt			32.8			—
	Income from equity accounted investments, net of dividends received			(4.1	)		(2.5	)
	Unrealized losses on derivative instruments			46.5			23.2
	Unrealized foreign currency losses			35.8			14.2
	Income taxes			(0.7	)		9.8
	Amortization of original issue discount and deferred finance costs			4.9			8.6
	Gain on disposal of assets			(0.7	)		—
	Other			1.1			(1.3	)
Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions:				(43.6	)		(63.7	)
		Net cash provided by operating activities		226.6			97.6
Investing activities:
	Purchase of fixed and intangible assets			(179.3	)		(141.9	)
	Principal repayments on loans to equity investments			1.2			1.2
	Investments and loans from parent and subsidiary companies			(45.6	)		17.1
	Other			1.0			1.5
		Net cash used in investing activities		(222.7	)		(122.1	)
Financing activities:
	New borrowings, net of financing fees			1,447.8			—
	Principal payments on long term debt, including redemption premiums, and capital leases			(1,464.9	)		(12.4	)
		Net cash used in financing activities		(17.1	)		(12.4	)
Cash flow from discontinued operations:
	Net cash used in operating activities			—			(7.9	)
		Net cash used in discontinued operations		—			(7.9	)
Effect of exchange rate changes on cash and cash equivalents				—			0.1
Decrease in cash and cash equivalents				(13.2	)		(44.7	)
Cash and cash equivalents, beginning of period				415.9			170.7
Cash and cash equivalents, end of period			£	402.7		£	126.0

See accompanying notes.

31

VIRGIN MEDIA INVESTMENTS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited) (in millions, except par value)

			March 31, 2010			December 31, 2009
						(Adjusted)
Assets
Current assets
	Cash and cash equivalents		£	402.7		£	415.9
	Restricted cash			5.3			5.3
	Accounts receivable—trade, less allowances for doubtful accounts of £10.8 (2010) and £9.6 (2009)			414.6			427.9
	Inventory for resale			15.5			12.9
	Programming inventory			88.1			62.1
	Derivative financial instruments			5.2			2.2
	Prepaid expenses and other current assets			90.0			96.4
		Total current assets		1,021.4			1,022.7
Fixed assets, net				4,861.9			4,925.3
Goodwill and other indefinite-lived assets				2,080.7			2,081.0
Intangible assets, net				228.8			265.9
Equity investments				359.4			359.9
Derivative financial instruments				296.6			235.1
Deferred financing, net of accumulated amortization of £171.4 (2010) and £133.6 (2009)				84.2			101.8
Other assets				50.9			50.8
Due from group companies				814.2			781.6
Total assets			£	9,798.1		£	9,824.1
Liabilities and shareholders' equity
Current liabilities
	Accounts payable		£	340.5		£	375.5
	Accrued expenses and other current liabilities			356.1			407.4
	Derivative financial instruments			3.4			17.8
	VAT and employee taxes payable			89.3			61.8
	Restructuring liabilities			50.3			55.9
	Interest payable			17.2			18.9
	Interest payable to group companies			209.7			189.7
	Deferred revenue			290.4			276.7
	Current portion of long term debt			41.7			41.2
		Total current liabilities		1,398.6			1,444.9
Long term debt, net of current portion				482.4			1,440.5
Long term debt due to group companies				6,251.5			5,120.0
Derivative financial instruments				106.7			106.8
Deferred revenue and other long term liabilities				180.7			180.7
Deferred income taxes				84.2			83.0
Total liabilities				8,504.1			8,375.9
Commitments and contingent liabilities
Shareholder's equity
	Common stock—£1.0 par value; issued and outstanding 1.0 (2010 and 2009) ordinary shares			1.0			1.0
	Additional paid-in capital			4,370.3			4,370.3
	Accumulated other comprehensive loss			(140.3	)		(137.8	)
	Accumulated deficit			(2,937.0	)		(2,785.3	)
		Total shareholders' equity		1,294.0			1,448.2
Total liabilities and shareholders' equity			£	9,798.1		£	9,824.1

See accompanying notes

32

VIRGIN MEDIA INVESTMENTS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) (in millions)

		Three months ended March 31,
		2010			2009
Revenue		£	937.4		£	907.6
Costs and expenses
	Operating costs (exclusive of depreciation shown separately below)		388.5			400.3
	Selling, general and administrative expenses		196.4			197.3
	Restructuring and other charges		0.4			5.1
	Depreciation		237.4			227.5
	Amortization		37.1			61.2
			859.8			891.4
Operating income			77.6			16.2
Other income (expense)
	Interest income and other, net		1.4			3.3
	Interest income from group companies		1.9			2.1
	Interest expense		(9.2	)		(30.4	)
	Interest expense to group companies		(114.0	)		(82.6	)
	Loss on extinguishment of debt		(32.9	)		—
	Share of income from equity investments		7.6			2.5
	Loss on derivative instruments		(21.0	)		(21.2	)
	Foreign currency loss		(65.2	)		(11.1	)
Loss from continuing operations before income taxes			(153.8	)		(121.2	)
	Income tax benefit (expense)		2.1			(9.5	)
Loss from continuing operations			(151.7	)		(130.7	)
Discontinued operations
	Loss from discontinued operations, net of tax		—			(21.1	)
Net loss		£	(151.7	)	£	(151.8	)

See accompanying notes.

33

VIRGIN MEDIA INVESTMENTS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited) (in millions)

			Three months ended March 31,
			2010			2009
Operating activities
Net loss			£	(151.7	)	£	(151.8	)
Loss from discontinued operations				—			21.1
Loss from continuing operations				(151.7	)		(130.7	)
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities:
	Depreciation and amortization			274.5			288.7
	Non-cash interest			25.1			(52.7	)
	Non-cash compensation			6.7			4.0
	Loss on extinguishment of debt			32.8			—
	Income from equity accounted investments, net of dividends received			(4.1	)		(2.5	)
	Unrealized losses on derivative instruments			46.5			23.2
	Unrealized foreign currency losses			35.8			14.2
	Income taxes			(0.7	)		9.8
	Amortization of original issue discount and deferred finance costs			4.9			8.6
	Gain loss on disposal of assets			(0.7	)		—
	Other			1.1			(1.3	)
Changes in operating assets and liabilities, net of effect from business acquisitions and dispositions:				(43.6	)		(63.7	)
		Net cash provided by operating activities		226.6			97.6
Investing activities:
	Purchase of fixed and intangible assets			(179.3	)		(141.9	)
	Principal repayments on loans to equity investments			1.2			1.2
	Investments and loans from parent and subsidiary companies			920.8			17.1
	Other			1.0			1.5
		Net cash provided by (used) in investing activities		743.7			(122.1	)
Financing activities:
	New borrowings, net of financing fees			(20.2	)		—
	Principal payments on long term debt, including redemption premiums, and capital leases			(963.3	)		(12.4	)
		Net cash used in financing activities		(983.5	)		(12.4	)
Cash flow from discontinued operations:
	Net cash used in operating activities			—			(7.9	)
		Net cash used in discontinued operations		—			(7.9	)
Effect of exchange rate changes on cash and cash equivalents				—			0.1
Decrease in cash and cash equivalents				(13.2	)		(44.7	)
Cash and cash equivalents, beginning of period				415.9			170.7
Cash and cash equivalents, end of period			£	402.7		£	126.0

See accompanying notes.

34

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Basis of Presentation

        These combined notes accompany and form an integral part of the separate condensed consolidated financial statements of Virgin Media Investment Holdings Limited and its subsidiaries, or VMIH, and Virgin Media Investments Limited and its subsidiaries, or VMIL. VMIH and VMIL are indirect, wholly owned subsidiaries of Virgin Media Inc. VMIL is a direct, wholly owned subsidiary of VMIH.

        On January 1, 2010, VMIL acquired VMIH's shareholdings in its wholly owned subsidiaries other than Virgin Media Secured Finance PLC, which remains a subsidiary of VMIH. VMIL issued 1,000,141 shares to VMIH as part of this internal reorganization with an additional issuance of shares from VMIL to VMIH due to occur upon the filing of the 2009 audited financial statements of VMIH with the appropriate authorities in England and Wales. As a result of the reorganization, it was determined that a change in reporting entity had occurred for VMIL and accordingly the comparative separate financial statements for VMIL have been adjusted to consist of the combined historical balance sheet, results of operations, and cash flows of the wholly owned subsidiaries of VMIH that were contributed to VMIL as part of the group reorganization. These comparative financial statements have been prepared in accordance with the guidance permissible for reorganizations between wholly owned subsidiaries such that the historic values of all assets and liabilities acquired in the reorganization have been carried over with no new purchase accounting considered. The effect of the issuance of common stock to VMIH has been retrospectively applied to the shareholder's equity amounts in the consolidated balance sheet as at December 31, 2009 to reflect these amounts as if the transaction had occurred at the beginning of the periods presented. The retrospective application had no material effect on other amounts. Intercompany accounts and transactions have been eliminated on consolidation.

        Under the terms of the indentures governing the senior notes issued by Virgin Media Finance PLC and the indentures governing the senior secured notes issued by Virgin Media Secured Finance PLC, VMIL was required to grant guarantees that are identical to the guarantees granted by VMIH under the same indentures. Under the terms of the intercreditor deed governing the senior credit facility, VMIL was required to grant a guarantee identical to the guarantee granted by VMIH under the same deed. VMIH is fully dependent on the cash flows of the operating subsidiaries of VMIL to service these debt obligations. As a result, debt obligations, cash required to service debt obligations, derivative financial instruments, and any effects on the consolidated results of operations and cash flows related to the senior notes, senior secured notes and senior credit facility have been reflected in the separate condensed consolidated financial statements of VMIL. As such, the amounts included in the financial statements of VMIL do not necessarily represent items to which VMIL has legal title.

        As used in these notes, the terms "we", "our", or "companies" refer to VMIH and VMIL and, except as otherwise noted, the information in these combined notes relates to both of the companies.

        The accompanying separate unaudited condensed consolidated financial statements of each of the companies have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, for interim financial information and with the rules and regulations of the Securities and Exchange Commission, or SEC. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2010 are not necessarily

35

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 1—Basis of Presentation (Continued)

indicative of the results that may be expected for the year ending December 31, 2010. For further information, refer to the consolidated financial statements and notes thereto included in the annual report on Form 10-K for the year ended December 31, 2009, as filed with the SEC on February 26, 2010.

Note 2—Recent Accounting Pronouncements

        In September 2009, the Financial Accounting Standards Board, or FASB, ratified new accounting guidance for existing multiple-element revenue arrangements. The revised multiple-element revenue arrangements guidance will be effective for the first annual reporting period beginning on or after June 15, 2010 and may be applied retrospectively for all periods presented or prospectively to arrangements entered into or materially modified after the adoption date. Early adoption is permitted provided that the revised guidance is retroactively applied to the beginning of the year of adoption. We have not yet adopted the provisions of this guidance and are evaluating the impact on our consolidated financial statements.

        In January 2010, the FASB issued new guidance for fair value measurements and disclosures. The guidance improves disclosures about fair value measurements by requiring a greater level of disaggregated information and more robust disclosures about valuation techniques and inputs to fair value measurements. In addition, the guidance requires separate disclosure of amounts of significant transfers in and out of Levels 1 and 2 of the fair value hierarchy and a reconciliation of fair value measurements using significant unobservable inputs (Level 3 of the fair value hierarchy). The adoption of this standard did not have a material impact on our consolidated financial statements.

        In February 2010, the FASB issued new guidance for the disclosure of subsequent events. As a result of this guidance, we are no longer required to disclose the date through which we have evaluated subsequent events in the financial statements. We have adopted the provisions of this guidance.

Note 3—Long Term Debt

        Long term debt reflects our obligations under the terms of the indentures governing the senior notes and senior secured notes as well as the intercreditor deed governing the senior credit facility. As such, these amounts include debt owed directly to third parties by affiliated entities not consolidated by us which have been classified as amounts due to group companies.

36

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3—Long Term Debt (Continued)

        Long term debt consisted of (in millions):

		March 31, 2010						December 31, 2009
		VMIH			VMIL			VMIH			VMIL
Amounts due to third parties
Sterling
	7.00% senior secured notes due 2018	£	862.1		£	—		£	—		£	—
	Senior credit facility		1,190.8			179.1			2,481.0			1,038.6
	Capital leases		162.2			162.2			166.6			166.6
	Other		1.1			1.1			1.2			1.2
U.S. Dollar
	6.50% senior secured notes due 2018		648.7			—			—			—
	Senior credit facility		181.7			181.7			275.3			275.3
Euro
	Senior credit facility		267.1			—			356.5			—
			3,313.7			524.1			3,280.6			1,481.7
	Less current portion		(41.7	)		(41.7	)		(41.2	)		(41.2	)
Long term debt due to third parties		£	3,272.0		£	482.4		£	3,239.4		£	1,440.5
Amounts due to group companies
Sterling
	9.75% senior notes due 2014	£	78.8		£	78.8		£	78.8		£	78.8
	8.875% senior notes due 2019		344.5			344.5			344.5			344.5
	7.00% senior secured notes due 2018		—			862.1			—			—
	Senior credit facility		—			1,011.7			—			1,442.4
U.S. Dollar
	8.75% senior notes due 2014		58.8			58.8			55.3			55.3
	9.125% senior notes due 2016		362.2			362.2			340.2			340.2
	6.50% senior notes due 2016		646.0			646.0			606.8			606.8
	9.50% senior notes due 2016		864.0			864.0			810.9			810.9
	8.375% senior notes due 2019		388.8			388.8			365.1			365.1
	6.50% senior secured notes due 2018		—			648.7			—			—
	Floating rate senior loan notes due 2012		65.9			65.9			61.9			61.9
Euro
	8.75% senior notes due 2014		42.1			42.1			41.9			41.9
	9.50% senior notes due 2016		153.8			153.8			152.9			152.9
	Senior credit facility		—			267.1			—			356.5
Other amounts due to group companies
	Other notes due to affiliates		457.0			457.0			462.8			462.8
Long term debt due to group companies		£	3,461.9		£	6,251.5		£	3,321.1		£	5,120.0

37

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3—Long Term Debt (Continued)

        The effective interest rate on the senior credit facility was 5.6% and 5.3% as at March 31, 2010 and December 31, 2009, respectively.

        On January 19, 2010, Virgin Media Secured Finance PLC, a wholly owned subsidiary of VMIH, issued $1.0 billion aggregate principal amount of 6.50% senior secured notes due 2018 and £875 million aggregate principal amount of 7.00% senior secured notes due 2018. Interest is payable on June 15 and December 15 each year, beginning on June 15, 2010. The senior secured notes due 2018 rank pari passu with our senior credit facility and, subject to certain exceptions, share in the same guarantees and security which have been granted in favor of our senior credit facility. We used the net proceeds to make repayments totaling £1,453.0 million under our senior credit facility.

        On April 19, 2010, we drew down an aggregate principal amount of £1,675.0 million under our new senior credit facility dated March 16, 2010, as amended and restated, or the new senior credit facility, and applied the proceeds towards the repayment of all amounts outstanding under our old senior credit facility and for general corporate purposes. The new senior credit facility comprises a term loan A facility in an aggregate principal amount of £1,000 million, a term loan B facility in an aggregate principal amount of £675 million and a revolving credit facility in aggregate principal amount of £250 million. We also utilized £20.4 million of the new revolving credit facility for bank guarantees and standby letters of credit.

        On April 12, 2010, Virgin Media Finance PLC, or Virgin Media Finance, issued redemption notices to the holders of our senior notes due 2014 pursuant to which we will redeem the full outstanding principal amount of these notes plus accrued interest on May 12, 2010. The redemption price will be 102.917% of the principal amount of the notes denominated in U.S. dollars and euros and 103.250% of the principal amount of the notes denominated in sterling. The estimated cost of redemption of these notes, inclusive of the cost to unwind derivative contracts entered in to as economic hedges of these notes, is £193.9 million.

        Long term debt repayments, excluding capital leases, as of March 31, 2010, were due as follows (in millions):

Period ending March 31:
2011	£	0.4
2012		0.4
2013		1,705.8
2014		—
2015		179.8
Thereafter		4,789.6
Total debt payments	£	6,676.0

        Following the repayments made on April 19, 2010, there were no outstanding amounts under our old senior credit facility.

        On a pro forma basis taking into account the repayment of our old senior credit facility and the concurrent drawings under the new senior credit facility along with the early redemption of the senior

38

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 3—Long Term Debt (Continued)

notes due 2014 on May 12, 2010, the long term debt repayments, excluding capital leases as of March 31, 2010 are as follows (in millions):

Period ending March 31:
2011	£	180.1
2012		150.4
2013		241.2
2014		200.0
2015		200.0
Thereafter		5,739.6
Total debt payments	£	6,711.3

Note 4—Fair Value Measurements

        U.S. GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The inputs used to measure fair value are classified into the following hierarchy:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2	Unadjusted quoted prices in active markets for similar assets or liabilities, or
	Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
	Inputs other than quoted prices that are observable for the asset or liability
Level 3	Unobservable inputs for the asset or liability

        We endeavor to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. We have determined that all of our financial assets and liabilities that are stated at fair value fall in levels 1 and 2 in the fair value hierarchy described above. In estimating the fair value of our financial assets and liabilities, we used the following methods and assumptions:

        Cash and cash equivalents, and restricted cash:    The carrying amounts reported in the consolidated balance sheets approximate fair value due to the short maturity and nature of these financial instruments.

39

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 4—Fair Value Measurements (Continued)

        Derivative financial instruments:    As a result of our financing activities, we are exposed to market risks from changes in interest and foreign currency exchange rates, which may adversely affect our operating results and financial position. When deemed appropriate, we minimize our risks from interest and foreign currency exchange rate fluctuations through the use of derivative financial instruments. The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. The carrying amounts of our derivative financial instruments are disclosed in note 5.

        Long term debt:    In the following table the fair value of our senior credit facility is based upon quoted trading prices in inactive markets for this debt, which incorporates non-performance risk, and is classified within level 2 of the fair value hierarchy. The fair values of our other debt in the following table are based on the quoted market prices in active markets and incorporate non-performance risk. Accordingly, the inputs used to value these debt instruments are classified within level 1 of the fair value hierarchy.

        The carrying amounts and fair values of our long term debt are as follows (in millions):

	March 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Senior credit facility	£	1,639.6	£	1,638.2	£	3,112.8	£	3,043.5
8.75% U.S. dollar loan notes due 2014		58.8		60.1		55.3		57.7
9.75% sterling loan notes due 2014		78.8		81.2		78.8		81.6
8.75% euro loan notes due 2014		42.1		44.6		41.9		43.7
9.125% U.S. dollar senior notes due 2016		362.2		382.4		340.2		359.4
6.50% U.S. dollar loan notes due 2016		646.0		791.6		606.8		723.1
9.50% U.S. dollar senior notes due 2016		864.0		987.4		810.9		895.8
9.50% euro senior loan notes due 2016		153.8		186.3		152.9		173.5
8.375% U.S. dollar senior notes due 2019		388.8		395.9		365.1		377.0
8.875% sterling senior notes due 2019		344.5		362.2		344.5		355.3
6.50% U.S. dollar senior secured notes due 2018		648.7		646.3		—		—
7.00% sterling senior secured notes due 2018		862.1		892.5		—		—
Floating rate loan note due 2012		65.9		65.9		61.9		61.9
Other loan notes due to affiliates		457.0		457.0		462.8		462.8

Concentrations of Credit Risk

        Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade receivables and derivative contracts.

        At March 31, 2009 and December 31, 2009, we had £402.7 million and £415.9 million, respectively, in cash and cash equivalents. These cash and cash equivalents are on deposit with major financial

40

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 4—Fair Value Measurements (Continued)

institutions and, as part of our cash management process, we perform regular evaluations of the credit standing of these institutions using a range of metrics. We have not experienced any losses in cash balances and do not believe we are exposed to any significant credit risk on our cash balances.

        Concentrations of credit risk with respect to trade receivables are limited because of the large number of customers and their dispersion across geographic areas. We perform periodic credit evaluations of our Business segment customers' financial condition and generally do not require collateral. No single group or customer represents greater than 10% of total accounts receivable.

        Concentrations of credit risk with respect to derivative contracts are focused within a limited number of international financial institutions with whom we operate and relate only to derivatives with recorded asset balances at March 31, 2010. We perform regular reviews of the financial institutions with which we operate as to their credit worthiness and financial condition. We have not experienced non-performance by any of our derivative counterparties nor do we expect there to be non-performance risks associated with our counterparties. At March 31, 2010, based on market values, we had 56.7% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure. At December 31, 2009, based on market values, we had 68.2% of our derivative contracts with three financial institutions, each with more than 10% of our total exposure.

Note 5—Derivative Financial Instruments and Hedging Activities

Strategies and Objectives for Holding Derivative Instruments

        Our results could be materially impacted by changes in interest rates and foreign currency exchange rates. In an effort to manage these risks, we periodically enter into various derivative instruments including interest rate swaps, cross-currency interest rate swaps and foreign exchange forward rate contracts. We are required to recognize all derivative instruments as either assets or liabilities at fair value on our consolidated balance sheets, and to recognize certain changes in the fair value of derivative instruments on our consolidated statements of operations.

        We have entered into cross-currency interest rate swaps and foreign currency forward rate contracts to manage interest rate and foreign exchange rate currency exposures with respect to our U.S. dollar ($) and euro (€) denominated debt obligations. Additionally, we have entered into interest rate swaps to manage interest rate exposures resulting from variable rates of interest we pay on our U.K. pound sterling (£) denominated debt obligations. We have also entered into U.S. dollar, euro and South African rand (ZAR) forward rate contracts to manage our foreign exchange rate currency exposures related to certain committed and forecasted purchases.

        When practical, we designate a derivative contract as either a cash flow or fair value hedge for accounting purposes. These derivatives are referred to as "Accounting Hedges" below. When a derivative contract is not designated as an Accounting Hedge, the derivative will be treated as an economic hedge with mark-to-market movements and realized gains or losses recognized through gains (losses) on derivative instruments in the statements of operations. These derivatives are referred to as "Economic Hedges" below. We do not enter into derivatives for speculative trading purposes.

41

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        In respect to Accounting Hedges, we believe our hedge contracts will be highly effective during their term in offsetting changes in cash flow or fair value attributable to the hedged risk. We perform, at least quarterly, both a prospective and retrospective assessment of the effectiveness of our hedge contracts, including assessing the possibility of counterparty default. If we determine that a derivative is no longer expected to be highly effective, we discontinue hedge accounting prospectively and recognize subsequent changes in the fair value of the derivative in gains or losses on derivative instruments in the statement of operations. As a result of our effectiveness assessment at March 31, 2010, we believe our derivative contracts that are designated and qualify for hedge accounting will continue to be highly effective in offsetting changes in cash flow or fair value attributable to the hedged risk.

        The foreign currency forward rate contracts, interest rate swaps and cross-currency interest rate swaps are valued using counterparty valuations, or market transactions in either the listed or over-the-counter markets, adjusted for non-performance risk. As such, these derivative instruments are classified within level 2 in the fair value hierarchy. Derivative instruments which are subject to master netting arrangements are not offset and we have not provided, nor do we require, cash collateral with any counterparty.

42

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        The fair values of these derivative instruments recorded on our condensed consolidated balance sheets were as follows (in millions):

			March 31, 2010		December 31, 2009
Included within current assets:
	Accounting Hedge
		Foreign currency forward rate contracts	£	0.5	£	0.3
	Economic Hedge
		Foreign currency forward rate contracts		4.7		1.9
			£	5.2	£	2.2
Included within non-current assets:
	Accounting Hedge
		Cross-currency interest rate swaps	£	139.4	£	63.7
	Economic Hedge
		Cross-currency interest rate swaps		157.2		169.5
		Other		—		1.9
			£	296.6	£	235.1
Included within current liabilities:
	Accounting Hedge
		Foreign currency forward rate contracts	£	—	£	0.3
		Interest rate swaps		—		12.0
	Economic Hedge
		Foreign currency forward rate contracts		0.1		2.4
		Interest rate swaps		3.3		3.1
			£	3.4	£	17.8
Included within non-current liabilities:
	Accounting Hedge
		Interest rate swaps	£	—	£	21.0
		Cross-currency interest rate swaps		10.9		27.6
	Economic Hedge
		Interest rate swaps		56.8		—
		Cross-currency interest rate swaps		39.0		58.2
			£	106.7	£	106.8

Cross-Currency Interest Rate Swaps—Hedging the Interest Payments of Senior Notes and Senior Credit Facility

        As of March 31, 2010, we had outstanding cross-currency interest rate swaps to mitigate the interest and foreign exchange rate risks relating to the pound sterling value of interest payments on the U.S. dollar and euro denominated senior notes and senior credit facility.

43

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        The terms of our outstanding cross-currency interest rate swaps at March 31, 2010 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)		(in millions)
$89.3m senior notes due 2014
	October 2011	Economic	$	89.3	£	62.9	8.75%	9.42%
$550m senior notes due 2016
	August 2016	Accounting		550.0		301.2	9.13%	8.54%
$1,350m senior notes due 2016
	August 2016	Accounting		1,350.0		835.5	9.50%	9.98%
$1,000m senior notes due 2016
	November 2016	Economic		1,000.0		505.6	6.50%	6.95%
$600m senior notes due 2019
	October 2019	Accounting		264.3		159.8	8.38%	9.03%
	October 2011	Economic		335.7		228.0	8.38%	9.23%
	October 2011 to October 2019	Accounting		335.7		203.0	8.38%	9.00%
$1,000m senior secured notes due 2018
	January 2018	Accounting		1,000.0		615.4	6.50%	7.01%
Senior credit facility
	September 2012	Economic		275.9		149.7	3 month $ LIBOR + 2.00%	3 month £ LIBOR + 2.13%
			$	5,200.9	£	3,061.1
€47.3m senior notes due 2014
	October 2011	Economic	€	47.3	£	43.8	8.75%	8.90%
€180m senior notes due 2016
	August 2016	Accounting		180.0		158.6	9.50%	10.18%
Senior credit facility
	September 2012	Economic		299.8		207.9	3 month EURIBOR + 2.00%	3 month LIBOR + 2.16%
			€	527.1	£	410.3
Other
	December 2012	Economic	€	56.7	£	40.3	3 month EURIBOR + 2.38%	3 month LIBOR + 2.69%
	December 2013	Economic		43.3		30.8	3 month EURIBOR + 2.88%	3 month LIBOR + 3.26%
			€	100.0	£	71.1
	December 2012	Economic	£	38.8	€	56.7	3 month LIBOR + 2.40%	3 month EURIBOR + 2.38%
	December 2013	Economic		29.7		43.3	3 month LIBOR + 2.90%	3 month EURIBOR + 2.88%
			£	68.5	€	100.0

44

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

        All of our cross-currency interest rate swaps include exchanges of the notional amounts at the start and end of the contract except for the contract maturing in November 2016 hedging the $1,000 million senior notes due 2016.

Interest Rate Swaps—Hedging of Interest Rate Sensitive Obligations

        As of March 31, 2010, we had outstanding interest rate swap agreements to manage the exposure to variability in future cash flows on the interest payments associated with our senior credit facility, which accrue at variable rates based on LIBOR. The terms of our outstanding interest rate swap contracts at March 31, 2010 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount		Weighted average interest rate due from counterparty	Weighted average interest rate due to counterparty
			(in millions)
Senior credit facility
	April 2010	Economic	£	3,000.0	3 month LIBOR	2.18%
	April 2010 to April 2011	Economic		200.0	3 month LIBOR	2.58%
	April 2010 to September 2012	Economic		1,300.0	3 month LIBOR	3.07%
Other
	April 2010 to March 2013	Economic	£	300.0	3 month LIBOR	3.28%
	April 2010 to March 2013	Economic		300.0	1.86%	3 month LIBOR

Foreign Currency Forward Rate Contracts—Hedging Committed and Forecasted Transactions

        As of March 31, 2010, we had outstanding foreign currency forward rate contracts to purchase U.S. dollars and South African rand to hedge committed and forecasted purchases. The terms of our outstanding foreign currency forward rate contracts at March 31, 2010 were as follows:

Hedged item/Maturity date		Hedge type	Notional amount due from counterparty		Notional amount due to counterparty		Weighted average exchange rate
			(in millions)		(in millions)
Commited and forecasted purchases
	April 2010 to December 2010	Economic	$	100.6	£	61.7		1.6306
	June 2010 to December 2010	Accounting	$	8.5	£	5.3		1.6106
	April 2010 to June 2010	Accounting		ZAR 13.2	£	1.0		12.6893

Cash Flow Hedges

        For derivative instruments that are designated and qualify as cash flow accounting hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transactions affect earnings. In our consolidated statement of cash flows, we recognize the cash

45

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 5—Derivative Financial Instruments and Hedging Activities (Continued)

flows resulting from derivative contracts that are treated as Accounting Hedges in the same category where the cash flows from the underlying exposure are recognized. All other cash flows from derivative contracts are recognized as operating activities in the consolidated statement of cash flows.

        Gains or losses representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized as gains or losses on derivative instruments in the statement of operations in the period in which they occur. During the three months ended March 31, 2010, there were no ineffectiveness losses recognized. The following tables present the effective amount of gain or (loss) recognized in other comprehensive income and amounts reclassified to earnings during the three months ended March 31, 2010 (in millions):

		Total			Interest rate swaps			Cross-currency interest rate swaps			Forward foreign exchange contracts			Tax Effect
Balance at December 31, 2009		£	(55.3	)	£	(32.4	)	£	(6.9	)	£	—		£	(16.0	)
Amounts recognized in other comprehensive income			95.8			—			95.1			0.7			—
Amounts reclassified as a result of cash flow hedge discontinuance			32.4			32.4			—			—			—
Amounts reclassified to earnings impacting:
	Foreign exchange gain		(127.9	)		—			(127.9	)		—			—
	Interest expense		(2.7	)		—			(2.7	)		—			—
	Operating costs		(0.2	)		—			—			(0.2	)		—
Balance at March 31, 2010		£	(57.9	)	£	—		£	(42.4	)	£	0.5		£	(16.0	)

        Assuming no change in interest rates or foreign exchange rates for the next twelve months, the amount of pre-tax gains that would be reclassified from other comprehensive income to earnings would be nil, £6.1 million and £0.5 million relating to interest rate swaps, cross-currency interest rate swaps and forward foreign exchange contracts, respectively.

Note 6—Restructuring and Other Charges

        Restructuring and other charges of £0.4 million for the three months ended March 31, 2010 related primarily to employee termination and lease exit costs in connection with the restructuring program initiated in the last quarter of 2008 partially offset by revisions in cash flow estimates for lease exit costs in relation to our historic and 2006 acquisition restructuring activities. Restructuring and other charges of £5.1 million for the three months ended March 31, 2009 related primarily to employee termination costs in connection with the restructuring program initiated in the last quarter of 2008.

        In connection with our 2008 restructuring program, we expect to incur operating expenditures of between £140 million to £155 million and capital expenditures of between £40 million to £45 million in connection with this program over a three-year period.

46

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 6—Restructuring and Other Charges (Continued)

        The following table summarizes our historical restructuring accruals, the restructuring accruals resulting from the acquisitions made by us during 2006 and the accruals for the restructuring plan announced in 2008 by Virgin Media (in millions):

	Historical Restructuring Accruals			2006 Acquisition Restructuring Accruals			2008 Restructuring Accruals
Three months ended March 31, 2010	Lease Exit Costs			Lease Exit Costs			Involuntary Employee Termination and Related Costs			Lease and Contract Exit Costs			Total
Balance, December 31, 2009	£	12.2		£	27.0		£	1.7		£	15.0		£	55.9
Amendments offset against goodwill		—			(0.3	)		—			—			(0.3	)
Charged to expense		0.4			—			0.4			1.3			2.1
Revisions		(0.4	)		(1.1	)		(0.2	)		—			(1.7	)
Utilized		(1.3	)		(1.8	)		(1.0	)		(1.6	)		(5.7	)
Balance, March 31, 2010	£	10.9		£	23.8		£	0.9		£	14.7		£	50.3

Note 7—Share Based Compensation

Stock Option Plans

        We are indirect, wholly owned subsidiaries of Virgin Media Inc. Accordingly, we have no stock-based compensation plans. As at March 31, 2010, certain of our employees participated in the stock-based compensation plans of Virgin Media, as described in Virgin Media's 2009 Annual Report.

Note 8—Comprehensive Loss

        Comprehensive loss comprises (in millions):

	Three months ended March 31,
	2010			2009
Net loss for period	£	(151.7	)	£	(151.8	)
Currency translation adjustment		0.1			(0.4	)
Net unrealized gains (losses) on derivatives, net of tax		95.8			(22.1	)
Reclassification of derivative gains to net income, net of tax		(98.4	)		(3.5	)
Comprehensive loss	£	(154.2	)	£	(177.8	)

47

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 8—Comprehensive Loss (Continued)

        The components of accumulated other comprehensive (loss) income, net of taxes, were as follows (in millions):

	March 31, 2010			December 31, 2009
Foreign currency translation	£	(0.1	)	£	(0.2	)
Pension liability adjustments		(82.3	)		(82.3	)
Net unrealized gains on derivatives		(57.9	)		(55.3	)
	£	(140.3	)	£	(137.8	)

Note 9—Related Party Transactions

Virgin Media Inc. and its consolidated subsidiaries

        We are wholly owned subsidiaries of Virgin Media Inc. We charge Virgin Media Inc. and certain of its group companies for operating costs and selling, general and administrative expenses incurred by us on their behalf. The following information summarizes our significant related party transactions with Virgin Media Inc. and its group companies (in millions):

	Three months ended March 31,
	2010		2009
Operating costs	£	10.6	£	13.4
Selling, general and administrative expenses		11.3		12.4

        The above recharges are recorded in operating costs and selling, general and administrative expenses and offset the respective costs incurred.

Note 10—Contingent Liabilities

        We are involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employee and employee benefits which arise in the ordinary course of our business. We recognize a provision for a liability when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We believe we have adequate provisions for any such matters. We review these provisions at least quarterly and adjust these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case. Whilst litigation is inherently unpredictable, we believe that we have valid defenses with respect to legal matters pending against us. Nevertheless, it is possible that cash flows or results of operations could be materially affected in any particular period by the unfavorable resolution of one or more of these contingencies, or because of the diversion of management's attention and the creation of significant expenses.

        Our revenue generating activities are subject to Value Added Tax, or VAT. The U.K. tax authorities are seeking to challenge our VAT treatment of certain of these activities. As a result, we have

48

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 10—Contingent Liabilities (Continued)

estimated contingent losses totaling £35.9 million as of March 31, 2010 that are not accrued for, as we do not deem them to be probable of resulting in a liability. We continue to evaluate the likelihood of the contingent losses as additional information becomes available and, to the extent an accrual becomes necessary, it will be recognized in earnings in the period when such amount becomes probable. Any challenge made could be subject to court proceedings before any settlement would be required and therefore the timescale for resolution is not expected to occur within the next financial year.

Note 11—Industry Segments

        Our reporting segments are based on our method of internal reporting along with the criteria used by our chief executive officer, who is our chief operating decision maker (CODM), to evaluate segment performance, the availability of separate financial information and overall materiality considerations. While both companies have operating segments, consisting of Consumer, Business and Content, which are consistent with Virgin Media's operating segments, financial information is only prepared and reviewed by the CODM at the consolidated level. As such, there are no separable reportable segments for either of the companies.

        Virgin Media's Consumer segment, is its primary segment, consisting of the distribution of television programming, broadband and fixed line telephone services to residential customers on its cable network, the provision of broadband and fixed line telephone services to residential customers outside of its cable network, and the provision of mobile telephony and broadband to residential customers.

        Virgin Media's Business segment comprises its operations carried out through Virgin Media Business, which provides a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K.

        Virgin Media operates its Content segment through Virgin Media TV, which supplies television programming to the U.K. pay-television broadcasting market.

        Segment contribution, which is operating income (loss) before network operating costs, corporate costs, depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, is management's measure of segment profit. Segment contribution excludes the impact of certain costs and expenses that are not directly attributable to the reporting segments, such as the costs of operating the network, corporate costs and depreciation and amortization. Restructuring and other charges, and goodwill and intangible asset impairments are excluded from segment contribution as management believes they are not characteristic of our underlying business operations. Assets are reviewed on a consolidated basis and are not allocated to segments for management reporting since the primary asset of the business is the cable network infrastructure, which is shared by Virgin Media's Consumer and Business segments.

49

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
VIRGIN MEDIA INVESTMENTS LIMITED

COMBINED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

Note 11—Industry Segments (Continued)

        The following segment information is based on the consolidated results of Virgin Media for the three month periods ended March 31, 2010 and 2009 (in millions):

	Three months ended March 31, 2010
	Consumer		Business		Content		Total
Revenue	£	789.5	£	139.9	£	33.8	£	963.2
Inter segment revenue		—		—		7.1		7.1
Segment contribution	£	480.5	£	76.1	£	6.6	£	563.2

	Three months ended March 31, 2009
	Consumer		Business		Content		Total
Revenue	£	753.3	£	149.8	£	32.6	£	935.7
Inter segment revenue		—		—		6.6		6.6
Segment contribution	£	438.2	£	82.6	£	6.9	£	527.7

        Revenue in the table above includes £25.8 million and £28.1 million for the three months ended March 31, 2010 and 2009, respectively, related to subsidiaries of Virgin Media that are not consolidated in either of the companies. The reconciliation of total segment contribution to our consolidated operating income is as follows (in millions):

		Three months ended March 31,
		2010			2009
Total segment contribution		£	563.2		£	527.7
	Other operating and corporate costs		206.8			215.4
	Depreciation		242.9			232.7
	Amortization		37.1			61.2
	Operating loss of subsidiaries not consolidated in either of the companies		(1.6	)		(3.2	)
	Restructuring and other charges		0.4			5.4
Consolidated operating income		£	77.6		£	16.2

50

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the condensed consolidated financial statements and related notes that appear elsewhere in this document.

Overview

        We are a leading provider of entertainment and communications services in the U.K., offering "quad-play" broadband internet, television, mobile telephony and fixed line telephony services. We are one of the U.K.'s largest providers of residential broadband internet, pay television and fixed line telephony services by number of customers. We believe our advanced, deep fiber access network enables us to offer faster and higher quality broadband services than our digital subscriber line, or DSL, competitors. As a result, we provide our customers with a leading next generation broadband service and one of the most advanced TV on-demand services available in the U.K. market. We are also one of the U.K.'s largest mobile virtual network operators by number of customers. In addition, we provide a complete portfolio of voice, data and internet solutions to leading businesses, public sector organizations and service providers in the U.K. through Virgin Media Business (formerly ntl:Telewest Business). We also provide a broad range of programming through Virgin Media Television, or Virgin Media TV, which operates our wholly owned channels, such as Virgin1, Living and Bravo; and through UKTV, our joint ventures with BBC Worldwide.

        Our operating segments are as follows:

•

Consumer:  Our Consumer segment includes the distribution of television programming over our cable network and the provision of broadband and fixed line telephone services to residential consumers, both on and off our cable network. Our Consumer segment also includes our mobile telephony and mobile broadband operations, provided through Virgin Mobile.

•

Business:  Our Business segment includes the voice and data telecommunication and internet solutions services we provide through Virgin Media Business to businesses, public sector organizations and service providers.

•

Content:  Our Content segment includes the operations of our wholly owned television channels, such as Virgin1, Living and Bravo. Although not included in our Content segment revenue, our content management team also oversees our interest in the UKTV television channels through our joint ventures with BBC Worldwide.

        Our revenue by segment for the three months ended March 31, 2010 and 2009 was as follows (in millions):

	Three months ended March 31,
	2010				2009
Consumer Segment	£	789.5	82.0	%	£	753.3	80.5	%
Business Segment		139.9	14.5			149.8	16.0
Content Segment		33.8	3.5			32.6	3.5
	£	963.2	100.0	%	£	935.7	100.0	%

        For further discussion of our business, please refer to our 2009 Annual Report.

Factors Affecting Our Business

        A number of factors affect the performance of our business, at both a general and segment level.

51

General

        Factors that affect all of the segments in which we operate are as follows:

        General Macroeconomic Factors.    General macroeconomic factors in the U.K. have an impact on our business. For example, during an economic slowdown, potential and existing customers may be less willing or able to purchase our products or upgrade their services. We may also experience increased churn and higher bad debt expense. In addition, expenditures by advertisers are sensitive to economic conditions and tend to decline in recessionary periods and other periods of uncertainty. We have experienced a decrease in advertising revenues generated through our television programming and broadband internet platforms, except to the extent offset by an increase in our share of the advertising market.

        Currency Movements.    We encounter currency exchange rate risks because substantially all of our revenue and operating costs are earned and paid primarily in U.K. pounds sterling, but we pay interest and principal obligations with respect to a portion of our existing indebtedness in U.S. dollars and euros. We have in place hedging programs that seek to mitigate the risk from these exposures. While the objective of these programs is to reduce the volatility of our cash flows and earnings caused by changes in underlying currency exchange rates, not all of our exposures are hedged, and not all of our hedges are designated as such for accounting purposes. Additionally, we do not hedge the principal portion of our convertible senior notes. We also purchase goods and services in U.S. dollars, euros and South African rand, such as TV programming, customer premise equipment and network maintenance services and some of these exposures are not hedged.

        Integration and Restructuring Activities.    In the fourth quarter of 2008, we commenced the implementation of a restructuring plan aimed at driving further improvements in our operational performance and eliminating inefficiencies in order to create a fully-integrated, customer-focused organization. We anticipate significant cost savings from the plan and that the annual savings from and after 2010 will exceed the annual costs incurred in connection with the plan. These costs will include purchases of fixed assets, lease and contract exit costs, employee termination costs and other restructuring and restructuring-related expenses, some of which will be classified as restructuring costs. In total, we expect to incur operating expenditures of between £140 million to £155 million and capital expenditures of between £40 million to £45 million in connection with this plan over a three-year period. Our financial performance may be negatively affected if we are unable to implement our restructuring plan successfully and realize the anticipated benefits.

        Capital Expenditures.    Our business requires substantial capital expenditures on a continuing basis for various purposes, including expanding, maintaining and upgrading our cable network, investing in new customer acquisitions, and offering new services. If we do not continue to invest in our network and in new technologies, our ability to retain and acquire customers may be hindered. Therefore, our liquidity and the availability of cash to fund capital projects are important drivers of our revenue. When our liquidity is restricted, so is our ability to meet our capital expenditure requirements.

Consumer Segment

        In our Consumer segment, cable customers account for the majority of our revenue. The number of customers, the number and types of services that each customer uses and the prices we charge for these services drive our revenue. Our profit is driven by the relative margins on the types of services we provide to these customers and by the number of services that we provide to them and, with respect to our fixed and mobile telephone customers, by usage levels of our services. For example, cable broadband internet is more profitable than our television services and, on average, our "triple-play" customers are more profitable than "double-play" or "single-play" customers. Similarly, over the service term our contract mobile customers are more profitable than our prepay mobile customers, and

52

provide a better opportunity for cross-sell of our cable products. We actively promote "quad-play" services and our packaging of services and our pricing are designed to encourage our customers to use multiple services such as television, fixed and mobile telephone and broadband at a lower price than each stand-alone product on a combined basis. Factors particularly affecting our Consumer segment include average revenue per user, or ARPU, churn, competition, seasonality and distribution.

        Cable ARPU.    Cable ARPU is a measure we use to evaluate how effectively we are realizing potential revenue from our residential cable customers on our network. We believe that our "triple-play" cable offering of television, broadband and fixed line telephone services is attractive to our existing cable customer base and generally allows us to increase our cable ARPU by facilitating the sale of multiple services to each customer. Cable ARPU excludes any revenue from our mobile and non-cable customers.

        Mobile ARPU.    Mobile ARPU is a measure we use to evaluate how effectively we are realizing revenue from our mobile customers. The mix of prepay and contract customers and level of usage have a material impact on Mobile ARPU. The mix of our customer base is changing as we focus on acquiring higher lifetime value contract customers, rather than lower lifetime value prepay customers, particularly through cross-selling to our cable customer base. Consequently, the number of prepay customers is expected to continue to decline in 2010, along with prepay usage.

        Churn.    Churn is the proportion of customers who stop subscribing to any of our services. An increase in our churn can lead to increased costs and reduced revenue. We continue to focus on improving our customer service and enhancing and expanding our service offerings to existing customers in order to manage our churn rates. Our ability to reduce our churn rates beyond a base level is limited by factors like competition, the economy and, in respect of our cable business, customers moving outside our network service area, in particular during the summer season. Managing our churn rates is a significant component of our business plan. Our churn rates may increase if our customer service is seen as unsatisfactory, if we are unable to deliver a service without interruption, if we fail to match offerings by our competitors, if we increase our prices, if there is an improvement in the U.K. housing market or if there is a prolonged economic downturn.

        Competition.    Our ability to acquire and retain customers and increase revenue depends on our competitive strength. There is significant and increasing competition in the market for our consumer services, including broadband and telephone services offered by BT Group plc, or BT; resellers or local loop unbundlers, such as British Sky Broadcasting Group plc, or BSkyB, and Talk Talk Telecom Group PLC; alternative internet access services like DSL; satellite television services offered by BSkyB and by BBC and ITV through Freesat; free-to-air digital terrestrial television offered through Freeview; internet protocol television offered by BT; and mobile telephone, television and data services offered by other mobile network operators, or MNOs, including O2, Orange, Vodafone, T-Mobile and 3 U.K., and from other mobile virtual network operators, including Tesco Mobile, Lebara, Carphone Warehouse and ASDA. In addition, certain competitors, such as BT, BSkyB and large MNOs are dominant in markets in which we compete and may use their dominance in those markets to offer bundled services that compete with our product offerings. As a result of increased competition, we have had to, and may be required to continue to, adjust our pricing and offer discounts to new and existing customers in order to attract and retain customers.

        Seasonality.    Some of our Consumer revenue streams are subject to seasonal factors. For example, telephone usage revenue by residential customers tends to be slightly lower during summer holiday months. In the fourth quarter of each year, our mobile customer acquisition and retention costs typically increase due to the Christmas holiday period. Our Mobile ARPU generally decreases in the first quarter of each year due to the fewer number of days in February and lower usage after the Christmas holiday period. Our churn rates include persons who disconnect their service because of

53

moves, resulting in a seasonal increase in our churn rates during the summer months when higher levels of U.K. house moves occur and students leave their accommodation between academic years.

        Distribution.    We rely, to a large extent, upon third parties to distribute our mobile products and services. If any of these distribution partners were to cease to act as distributors for our products and services, or the commissions or other costs charged by the third parties were to increase, our ability to gain new mobile customers or retain existing customers may be adversely affected. We also distribute our products through our own retail outlets.

Business Segment

        Factors particularly affecting our Business segment include competition, pricing and operational effectiveness.

        Competition.    Our ability to acquire and retain business customers and increase revenue depends on our competitive strength. There is significant and increasing competition in the market for our business services, including data and voice services offered by BT, Cable & Wireless plc, virtual network operators and systems integrators. While BT represents the main competitive threat nationally due to its network reach and product portfolio, we also compete with regional providers, such as COLT Telecom Group plc, which have a strong network presence within limited geographic areas. Recently we have also faced increasing competition from the launch of services by MNOs.

        Pricing.    Competition in the U.K. business telecommunications market continues to be based on value for money, the key components of which are quality, reliability and price. Particularly, in the current challenging economic conditions, price is becoming an increasingly important factor. Certain of BT's product pricing is regulated by the U.K. Office of Communications; however, in respect of non-regulated product pricing, the market is increasingly price sensitive.

        Operational Effectiveness.    Because of the extensive use of optical fiber in our access networks, we are also able to provide high-speed ethernet services directly to business customers and provide nationwide area networking to these customers via our core networks. Business customers require timely installation services and our ability to meet required timescales and commence providing services may impact our revenues. We regularly rely on third-party suppliers to connect business customers and we have a variety of alternative methods to connect our national telecommunications network to the premises of business customers that are located outside of our cabled areas.

Content Segment

        Factors particularly affecting our Content segment include competition, the number of buyers for our television channels across limited distribution platforms, our access to content, seasonality and advertising revenue.

        Competition.    Our television channels compete with other broadcasters for advertising revenues, subscription revenues and programming rights. IDS, our advertising sales department, competes with advertising sales operations representing other television broadcasters. The level of this competition is increasing as the advertising sales market consolidates and is higher in a poor macroeconomic climate.

        Limited Number of Buyers and Distribution Platforms.    All of our channels are carried on our cable platform and on the satellite platform owned by BSkyB. A few of our channels are also carried on the free-to-air digital terrestrial television platform known as Freeview. Therefore, the principal third-party buyer of programming services from our television channels is BSkyB. Other than BSkyB, there are no significant buyers of our programming services.

54

        Access to Content.    Most of the television content on the Virgin Media TV channels is purchased, mainly from the U.S., and because there is a limited supply of content available and an increasing number of digital channels in the U.K., Virgin Media TV has experienced and may continue to experience an increase in the cost of its imported programming. Exchange rate movements have also resulted in increased programming costs and may continue to do so.

        Seasonality.    Our Content segment incurs increased costs in the fourth quarter of each year due to the need to provide enhanced programming over the important Christmas holiday period.

        Advertising Revenue.    The majority of revenue for Virgin Media TV is from advertisers. Consequently, Virgin Media TV's revenue is directly affected by changes in the total spend on television advertising in the U.K., including changes related to a sustained economic downturn, the viewing levels for its channels and the proportion of the U.K. advertising market represented by IDS.

Critical Accounting Policies

        The preparation of our consolidated financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and contingent liabilities. We base our judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        For a discussion of the accounting judgments and estimates that we have identified as critical in the preparation of our consolidated financial statements, please refer to our 2009 Annual Report.

Consolidated Results of Operations

Consolidated Results of Operations for the Three Months Ended March 31, 2010 and 2009

Revenue

        For the three months ended March 31, 2010, revenue increased by 2.9% to £963.2 million from £935.7 million for the three months ended March 31, 2009. Increases in revenue recognized in our Consumer and Content segments were partially offset by a decline in revenue in our Business segment, as more fully described in the segment discussions below.

Operating Costs

        Operating costs for the three months ended March 31, 2010 and 2009 were as follows (in millions):

		Three months ended March 31,
						Increase/ (Decrease)
		2010		2009
Operating costs:
	Consumer cost of sales	£	226.2	£	239.4		(5.5	)%
	Business cost of sales		44.9		51.0		(12.0	)
	Content cost of sales		24.6		23.2		6.0
	Network and other operating costs		103.4		100.1		3.3
Total operating costs		£	399.1	£	413.7		(3.5	)%

        For the three months ended March 31, 2010, operating costs decreased by 3.5% to £399.1 million from £413.7 million during the same period in 2009. This decrease was primarily attributable to

55

declines in Consumer segment and Business segment cost of sales, partially offset by increased Content segment cost of sales and network and other operating costs. Consumer cost of sales decreased primarily as a result of lower fixed line telephony costs as a result of lower usage along with lower mobile telephone costs as a result of lower wholesale rates. These declines were partially offset by increased costs in relation to greater bundled volumes provided to mobile contract customers. Business cost of sales decreased primarily as a result of lower Business segment revenue. Content cost of sales increased as a result of increased programming investment to support growth in the number of viewers of our channels. Network and other operating costs increased mainly due to greater install activity resulting from customer additions during the period. As a result of these changes, operating costs as a percentage of revenue decreased to 41.4% for the three months ended March 31, 2010 from 44.2% for the three months ended March 31, 2009.

Selling, General and Administrative Expenses

        Selling, general and administrative expenses for the three months ended March 31, 2010 and 2009 were as follows (in millions):

		Three months ended March 31,
						Increase/ (Decrease)
		2010		2009
Selling, general and administrative expenses:
	Employee and outsourcing costs	£	117.8	£	115.3		2.2	%
	Marketing costs		41.0		31.3		31.0
	Facilities		17.7		20.5		(13.7	)
	Other		31.2		42.6		(26.8	)
Total selling, general and administrative expenses		£	207.7	£	209.7		(1.0	)%

        For the three months ended March 31, 2010, selling, general and administrative expenses decreased by 1.0% to £207.7 million from £209.7 million for the three months ended March 31, 2009. This decrease was primarily due to lower facilities and other costs, partially offset by higher marketing costs and employee and outsourcing costs. Lower facilities costs were mainly due to lower operating costs resulting from site closures in prior periods. Lower other costs were due to a reduction in IT and legal expenses as compared to the prior period. Higher employee and outsourcing costs were mainly due to costs related to an increase in share based compensation and pension costs. Marketing costs were higher primarily due to increased marketing activity in our Consumer segment and the cost of rebranding in our Business segment to Virgin Media Business.

Restructuring and Other Charges

        Restructuring and other charges were £0.4 million in the three months ended March 31, 2010 which included £1.5 million in respect of involuntary employee termination costs and lease exit costs in connection with the restructuring program initiated in the fourth quarter of 2008 offset by revisions in cash flow estimates for our historical programs of £1.1 million. Restructuring and other charges were £5.4 million in the three months ended March 31, 2009, comprised of £9.9 million in respect of involuntary employee termination costs and lease exit costs in connection with the restructuring program initiated in the fourth quarter of 2008, offset by a £4.5 million reduction in the accruals from lease exit costs in connection with our historical programs.

Depreciation Expense

        For the three months ended March 31, 2010, depreciation expense increased by 4.4% to £242.9 million from £232.7 million for the three months ended March 31, 2009. The increase in

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depreciation expense was primarily a result of increases in depreciation in respect of new fixed assets, partially offset by fixed assets becoming fully depreciated.

Amortization Expense

        For the three months ended March 31, 2010, amortization expense decreased to £37.1 million from £61.2 million for the three months ended March 31, 2009. The decline in amortization expense was primarily attributable to the cessation of amortization of certain intangible assets that became fully amortized in 2009.

Interest Income and Other, Net

        For the three months ended March 31, 2010, interest income and other decreased to £1.1 million, from £3.3 million, for the three months ended March 31, 2009, as a result of lower interest rates throughout the period.

Interest Expense

        For the three months ended March 31, 2010, interest expense increased to £123.3 million from £109.0 million for the three months ended March 31, 2009, primarily as a result of refinancing lower cost bank debt with higher cost bond debt. We paid cash interest of £109.0 million for the three months ended March 31, 2010 and £131.6 million for the three months ended March 31, 2009. The decrease in cash interest payments was primarily due to differences in the timing of interest payments on our senior credit facility and senior notes.

Loss on Extinguishment of Debt

        The loss on extinguishment of debt of £32.9 million in the three months ended March 31, 2010 related to the write-off of deferred financing costs resulting from repayments of our senior credit facility from the net proceeds of the senior secured bond issuance on January 19, 2010.

Share of Income From Equity Investments

        For the three months ended March 31, 2010, share of income from equity investments was £7.6 million as compared with income of £2.5 million for the same period in 2009. The share of income from equity investments in the three months ended March 31, 2010 was primarily our proportionate share of the income earned by UKTV. The share of income from equity investments in the three months ended March 31, 2009 was largely comprised of our proportionate share of the income earned by UKTV, partially offset by our share of the losses incurred by Setanta Sports News. Setanta Sports News ceased broadcasting on June 23, 2009 when Setanta Sports Limited entered administration.

Loss on Derivative Instruments

        The loss on derivative instruments of £21.0 million in the three months ended March 31, 2010 was mainly driven by the reclassification of losses on derivative contracts previously designated as accounting hedges from accumulated other comprehensive income to earnings, partially offset by gains on economic hedges resulting from the pound sterling weakening against the U.S. dollar. The loss from derivative instruments of £21.2 million in the three months ended March 31, 2009 was mainly driven by the euro weakening against the pound sterling in the quarter, which resulted in a reduction in the fair value of euro denominated cross-currency interest rate swaps not designated as hedges for accounting purposes.

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Foreign Currency Loss

        The foreign currency loss of £69.8 million in the three months ended March 31, 2010 was primarily due to the weakening of the pound sterling relative to the U.S. dollar and related remeasurement losses on our convertible senior notes and the U.S. dollar denominated tranches of our senior credit facility. The foreign currency loss of £11.9 million in the three months ended March 31, 2009 was primarily due to the weakening of the pound sterling relative to the U.S. dollar and related remeasurement losses on our convertible senior notes.

Income Tax Benefit (Expense)

        For the three months ended March 31, 2010, income tax benefit was £1.9 million as compared with income tax expense of £9.6 million for the same period in 2009. The income tax benefit relates primarily to consortium tax relief receivable from our joint venture operations. The income tax expense in the prior year primarily related to an increase in our deferred tax asset valuation allowance as a result of a reduction in certain deferred tax liabilities relating to amounts recognized in the statement of other comprehensive income during the quarter.

Net Loss From Continuing Operations

        For the three months ended March 31, 2010, net loss from continuing operations increased to £160.4 million compared with a net loss of £132.9 million for the same period in 2009 due to the factors discussed above.

Loss From Discontinued Operations

        For the three months ended March 31, 2010, net loss from discontinued operations was nil compared with a loss of £21.1 million for the same period in 2009 relating to our former sit-up operations.

Net Loss From Continuing Operations Per Share

        Basic and diluted net loss from continuing operations per common share for the three months ended March 31, 2010 was £0.49 compared to £0.41 for the three months ended March 31, 2009. Basic and diluted net loss from continuing operations per share is computed using a weighted average of 329.7 million shares issued in the three months ended March 31, 2010 and a weighted average of 328.2 million shares issued for the same period in 2009. Options, warrants and shares issuable under our convertible senior notes and shares of restricted stock held in escrow outstanding at March 31, 2010 and March 31, 2009 are excluded from the calculation of diluted net loss from continuing operations per share, since the securities are anti-dilutive.

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Segmental Results of Operations from Continuing Operations for the Three Months Ended March 31, 2010 and 2009

        A description of the products and services, as well as financial data, for each segment can be found in note 10 to Virgin Media's condensed consolidated financial statements.

        The reportable segments disclosed in this quarterly report on Form 10-Q are based on our management organizational structure as of March 31, 2010. Future changes to this organizational structure may result in changes to the reportable segments disclosed.

        Segment contribution, which is operating income before network operating costs, corporate costs, depreciation, amortization, goodwill and intangible asset impairments and restructuring and other charges, is management's measure of segment profit. Segment contribution excludes the impact of certain costs and expenses that are not directly attributable to the reporting segments, such as the costs of operating the network, corporate costs, depreciation and amortization. Restructuring and other charges and goodwill and intangible asset impairments are excluded from segment contribution as management believes they are not characteristic of our underlying business operations. Assets are reviewed on a consolidated basis and are not allocated to segments for management reporting since the primary asset of the business is the cable network infrastructure which is shared by our Consumer and Business segments.

        In the last quarter of 2009 we changed the description that we previously used for "Revenue Generating Units", or RGUs to "Products". There is no change to the definition or calculation. We also have changed the description that we previously used for "on-net" and "off-net" to "cable" and "non-cable" respectively. There is no change to the definition.

Consumer Segment

        The summary combined results of operations of our Consumer segment for the three months ended March 31, 2010 and 2009 were as follows (in millions):

	Three months ended March 31,
					Increase/ (Decrease)
	2010		2009
Revenue	£	789.5	£	753.3		4.8	%
Segment contribution		480.5		438.2		9.7

Revenue

        Our Consumer segment revenue for the three months ended March 31, 2010 and 2009 was as follows (in millions):

		Three months ended March 31,
						Increase/ (Decrease)
		2010		2009
Revenue:
	Cable	£	640.0	£	604.0		6.0	%
	Mobile(1)		131.9		135.3		(2.5	)
	Non-cable		17.6		14.0		25.7
Total revenue		£	789.5	£	753.3		4.8	%

(1)

Includes equipment revenue stated net of discounts earned through service usage.

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        For the three months ended March 31, 2010, revenue from our Consumer segment customers increased by 4.8% to £789.5 million from revenue of £753.3 million for the three months ended March 31, 2009. This increase was primarily due to an increase in cable and non-cable revenues, partially offset by a decrease in mobile revenue.

        The increase in cable revenue was primarily due to selective price increases as well as additional cable customers, partially offset by continued decline in fixed line telephony usage and higher price discounting to stimulate customer activity and retention in light of competitive factors in the marketplace.

        Cable ARPU increased to £45.01 for the three months ended March 31, 2010 from £42.74 for the three months ended March 31, 2009. The increase in cable ARPU was mainly due to the selective price increases and successful up-selling and cross-selling to existing customers, partially offset by declining telephony usage. Our focus on acquiring new bundled customers and on cross-selling to existing customers is demonstrated by cable products per customer increasing to 2.48 at March 31, 2010 from 2.43 at March 31, 2009, and by "triple-play" penetration growing to 61.9% at March 31, 2010 from 57.6% at March 31, 2009. A triple-play customer is a customer who subscribes to our cable television, broadband and fixed line telephone services.

        For the three months ended March 31, 2010, mobile revenue decreased to £131.9 million from £135.3 million for the three months ended March 31, 2009. The decrease was attributable to equal declines in both service and equipment revenues. The service revenue decrease was mainly driven by the declining base of prepay mobile subscribers together with lower mobile termination rates that came into force following regulatory changes in April 2009, partially offset by an increase in contract mobile subscribers and increased data revenue. The equipment revenue decrease was due to fewer handset sales and lower average revenue per unit.

        Mobile ARPU increased to £13.70 for the three months ended March 31, 2010 from £13.14 for the three months ended March 31, 2009. The increase was primarily due to the increased proportion of our higher value contract customers relative to the total number of mobile customers, which rose to 33.7% at March 31, 2010 from 21.8% at March 31, 2009, and increased usage of voice and texts, partially offset by declining rates for those services and lower mobile termination rates as described above.

        Non-cable revenue for the three months ended March 31, 2010 increased to £17.6 million from £14.0 million for the three months ended March 31, 2009 following the launch of wholesale line rental in August 2009 as discussed further in Summary Non-cable Statistics below.

Consumer Segment Contribution

        For the three months ended March 31, 2010, Consumer segment contribution increased to £480.5 million from £438.2 million for the three months ended March 31, 2009. This increase was primarily due to the net increase in Consumer revenue, as described above, and lower telephony costs resulting from lower telephony usage, partially offset by higher selective marketing expense.

Summary Cable Statistics

        Selected statistics for our cable customers, for the three months ended March 31, 2010 as well as the four prior quarters are set forth in the table below. Our net customer movement for the three months ended March 31, 2010 was an increase of 38,300 customers, being the net of gross additions and disconnections (net additions). The increase in net additions compared with the three months ended March 31, 2009 was primarily the result of higher gross additions and fewer disconnections which we believe is the result of improved product propositions in recent periods. Customer churn remained flat at 1.1% for both the three months ended March 31, 2010 and 2009. The total number of

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cable products grew to 11,817,700 at March 31, 2010 from 11,440,700 at March 31, 2009, representing a net increase in products of 377,000.

			Three months ended
			March 31, 2010			December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009
Opening customers(1)				4,723,500			4,694,900			4,686,800			4,713,000			4,705,900
Customer additions				193,100			198,600			213,800			159,500			167,200
Customer disconnects				(154,800	)		(170,000	)		(205,700	)		(185,700	)		(160,100	)
Net customer movement				38,300			28,600			8,100			(26,200	)		7,100
Closing customers(1)				4,761,800			4,723,500			4,694,900			4,686,800			4,713,000
Cable churn(1)(2)				1.1	%		1.2	%		1.5	%		1.3	%		1.1	%
Cable products:
	Television(1)			3,729,600			3,693,900			3,659,700			3,622,700			3,602,300
		DTV (included in Television)		3,702,800			3,656,200			3,599,300			3,543,300			3,510,400
		ATV (included in Television)(1)		26,800			37,700			60,400			79,400			91,900
	Telephone			4,178,000			4,146,600			4,120,000			4,104,000			4,108,300
	Broadband			3,910,100			3,837,800			3,774,200			3,735,200			3,730,100
Total cable products				11,817,700			11,678,300			11,553,900			11,461,900			11,440,700
Cable products/Customer(1)				2.48	x		2.47	x		2.46	x		2.45	x		2.43	x
Triple-play penetration(1)				61.9	%		61.1	%		60.1	%		58.9	%		57.6	%
Cable Average Revenue Per User(1)(3)			£	45.01		£	45.28		£	44.71		£	43.72		£	42.74
Cable ARPU calculation:
Cable revenue (millions)			£	640.0		£	640.1		£	627.6		£	616.8		£	604.0
Average customers(1)				4,739,500			4,712,600			4,679,000			4,702,300			4,711,600

(1)

As part of our analog switch off program during the quarter we identified 49,300 analog customers as of December 31, 2009 that we do not expect to convert to digital products and services. These customers were previously reflected in our Summary Cable Statistics as both customers and ATV products. As they do not receive any directly billable services from us they will not be included in our Summary Cable Statistics in future periods. To ensure our statistics are presented on a comparable basis, we have removed 49,300 customers from our customer and ATV product numbers for all previously reported periods. The following statistics have been recalculated: Opening and Closing customers, Cable churn, Cable products—Television and ATV, Cable products/Customer, Triple-play penetration, Cable ARPU, Average customers.

(2)

Cable churn is calculated by taking the total cable customer disconnects during the month (excluding any data cleanse activity) and dividing them by the average number of cable customers during the month. Average monthly churn during a quarter is the average of the three monthly churn calculations within the quarter.

(3)

The monthly cable average revenue per user, or cable ARPU, is calculated on a quarterly basis by dividing total revenue generated from the provision of telephone, television and internet services to customers who are directly connected to our network in that period together with revenue generated from customers using our virginmedia.com website, by the average number of customers directly connected to our network in that period divided by three.

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Summary Mobile Statistics

        Selected statistics for our mobile customers for the three months ended March 31, 2010 as well as the four prior quarters are set forth in the table below. Between March 31, 2010 and March 31, 2009, the number of mobile customers decreased by a net 208,500. Contract customer gains of 318,600 were offset by net losses of 527,100 prepay customers. The growth in contract customers reflects our strategy of using our own sales channels and cross-selling mobile contracts to our cable customers. The decline in prepay customers reflects increased competition in the prepay market and our strategy not to focus heavily on retaining market share in the prepay market due to higher churn, low tariffs and lower overall lifetime value.

	Three months ended
	March 31, 2010			December 31, 2009			September 30, 2009			June 30, 2009			March 31, 2009
Contract mobile customers(1):
Opening contract mobile customers		949,700			872,600			784,600			712,300			649,400
Net contract mobile customer additions		81,200			77,100			88,000			72,300			62,900
Closing contract mobile customers		1,030,900			949,700			872,600			784,600			712,300
Prepay mobile customers(1):
Opening prepay mobile customers		2,225,000			2,323,300			2,449,500			2,556,000			2,694,000
Net prepay mobile customer additions (disconnections)		(196,100	)		(98,300	)		(126,200	)		(106,500	)		(138,000	)
Closing prepay mobile customers		2,028,900			2,225,000			2,323,300			2,449,500			2,556,000
Total closing mobile customers:(1)		3,059,800			3,174,700			3,195,900			3,234,100			3,268,300
Mobile average revenue per user(2)	£	13.70		£	14.00		£	13.41		£	12.43		£	13.14
Mobile ARPU calculation:
Mobile service revenue (millions)	£	127.7		£	132.9		£	129.3		£	121.2		£	129.4
Average mobile customers		3,106,300			3,164,400			3,213,600			3,251,400			3,283,000

(1)

Mobile customer information is for active customers. Prepay customers are defined as active customers if they have made an outbound call or text in the preceding 30 days. Contract customers are defined as active customers if they have entered into a contract with Virgin Mobile for a minimum 30-day period and have not been disconnected. Contract mobile customers include customers who have taken either a mobile service or a mobile broadband contract.

(2)

Mobile monthly average revenue per user, or Mobile ARPU, is calculated on a quarterly basis by dividing mobile service revenue (contract and prepay) for the period by the average number of active customers (contract and prepay) for the period, divided by three.

Summary Non-cable Statistics

        Selected statistics for our residential customers that are not connected directly through our cable network, or non-cable customers, for the three months ended March 31, 2010 as well as for the four prior quarters are set forth in the table below. Total non-cable products increased by 11,700 during the three months ended March 31, 2010 as compared to a decline of 1,500 non-cable products during the three months ended March 31, 2009. The increase in non-cable products in the current quarter is primarily due to improvements in both broadband and telephone net additions due to the launch of wholesale line rental in August 2009 which allows us to offer a telephone line rental service bundled

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with our broadband services, which we believe makes our products more attractive to our customers, and new flexible consumer propositions.

		Three months ended
		March 31, 2010		December 31, 2009		September 30, 2009		June 30, 2009			March 31, 2009
Opening customers			267,200		255,200		245,500		247,100			251,900
Net customer movements			3,400		12,000		9,700		(1,600	)		(4,800	)
Closing customers			270,600		267,200		255,200		245,500			247,100
Opening Non-cable products:
	Telephone		139,800		124,900		112,500		109,000			105,500
	Broadband		265,700		253,200		245,700		247,000			252,000
			405,500		378,100		358,200		356,000			357,500
Net Non-cable product additions (disconnections):
	Telephone		7,800		14,900		12,400		3,500			3,500
	Broadband		3,900		12,500		7,500		(1,300	)		(5,000	)
			11,700		27,400		19,900		2,200			(1,500	)
Closing Non-cable products:
	Telephone		147,600		139,800		124,900		112,500			109,000
	Broadband		269,600		265,700		253,200		245,700			247,000
			417,200		405,500		378,100		358,200			356,000

Business Segment

Revenue

        The summary combined results of operations of our Business segment for the three months ended March 31, 2010 and 2009 were as follows (in millions):

	Three months ended March 31,
					Increase/ (Decrease)
	2010		2009
Revenue	£	139.9	£	149.8		(6.6	)%
Segment contribution		76.1		82.6		(7.9	)

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        Our Business segment revenue for the three months ended March 31, 2010 and 2009 was as follows (in millions):

			Three months ended March 31,
							Increase/ (Decrease)
			2010		2009
Revenue:
	Retail:
		Voice	£	41.5	£	46.6		(10.9	)%
		Data		55.0		51.3		7.2
		LAN Solutions and other		6.2		11.1		(44.1	)
				102.7		109.0		(5.8	)
		Wholesale		37.2		40.8		(8.8	)
Total revenue			£	139.9	£	149.8		(6.6	)%

        For the three months ended March 31, 2010, revenue from business customers decreased by 6.6% to £139.9 million from £149.8 million for the three months ended March 31, 2009. This decrease was attributable to declines in retail voice, Local Area Network (LAN) solutions and wholesale revenues, partially offset by growth in retail data revenue.

        Retail voice revenue decreased mainly as a result of declining telephony usage and pricing. Retail data revenue increased as a result of our strategy of focusing on higher margin data revenue and increasing demand for our data products. Retail data revenue represented 53.6% of the retail business revenue for the three months ended March 31, 2010 compared with 47.1% for the three months ended March 31, 2009.

        LAN solutions and other revenue in the three months ended March 31, 2010 was £6.2 million compared to £11.1 million in the three months ended March 31, 2009. The majority of this revenue is from infrastructure projects which are non-recurring in nature. LAN solutions and other revenue decreased mainly as a result of a reduction in revenue from public sector organizations and a decline in equipment sales compared with the three months ended March 31, 2009.

        Wholesale revenue decreased to £37.2 million for the three months ended March 31, 2010 from £40.8 million in the same period in 2009 mainly as a result of the loss of certain wholesale contracts.

Business Segment Contribution

        For the three months ended March 31, 2010, Business segment contribution decreased to £76.1 million from £82.6 million for the three months ended March 31, 2009. The decrease in segment contribution was due primarily to the lower revenue as described above together with higher marketing costs due to the rebranding to Virgin Media Business in the three months ended March 31, 2010.

Content Segment

        The summary results of operations of our Content segment for the three months ended March 31, 2010 and 2009 were as follows (in millions):

	Three months ended March 31,
					Increase/ (Decrease)
	2010		2009
Revenue	£	33.8	£	32.6		3.7	%
Inter segment revenue		7.1		6.6		7.6
Segment contribution		6.6		6.9		(4.3	)

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Revenue

        For the three months ended March 31, 2010, Content segment revenue increased by 3.7% to £33.8 million from £32.6 million for the three months ended March 31, 2009. This increase was due primarily to increased advertising revenue as Virgin Media TV increased its overall share of the TV advertising market.

Content Segment Contribution

        For the three months ended March 31, 2010, Content segment contribution decreased to £6.6 million from £6.9 million for the three months ended March 31, 2009. The segment contribution decrease is mainly due to an increase in programming investment, partially offset by increased revenue, as described above.

Television Channel Joint Ventures

        We own 50% of the companies that comprise UKTV, a group of joint ventures formed with BBC Worldwide. UKTV produces a portfolio of television channels based on the BBC's program library and other acquired programming and which are carried on Virgin Media's cable platform and also satellite. Some channels are also available on Freeview.

        We account for our interest in UKTV under the equity method and recognized a share of net income of £6.5 million and £3.7 million for the three months ended March 31, 2010 and 2009, respectively. At March 31, 2010, our investment in UKTV was carried on the balance sheet at £359.4 million, which includes an outstanding loan totaling £125.7 million.

        UKTV receives financing through loans from Virgin Media, which totaled £125.7 million at March 31, 2010. These loans effectively act as a revolving facility for UKTV. We received cash payments from UKTV in the form of loan capital repayments of £1.2 million during the three months ended March 31, 2010. We also received dividends, interest payments and payments for consortium tax relief from UKTV totaling £8.5 million for the three months ended March 31, 2010.

Liquidity and Capital Resources

Overview

        Our business is capital intensive and we are highly leveraged. We have significant cash requirements for operating costs, capital expenditures and interest expense. We believe that we will be able to meet our current and medium-term liquidity and capital requirements, including fixed charges, through cash on hand, cash from operations, available borrowings under our revolving credit facility, and our ability to obtain future external financing.

        As of March 31, 2010, we had £6,146.9 million of debt outstanding, compared to £5,974.7 million as of December 31, 2009 and £6,180.0 million as of March 31, 2009, and £420.7 million of cash and cash equivalents, compared to £430.5 million as of December 31, 2009 and £139.6 million as of March 31, 2009. The decrease in debt since March 31, 2009 is due to repayments offset by adverse movements in exchange rates. The increase in debt from December 31, 2009 is primarily due to adverse movements in exchange rates.

        On January 19, 2010, we issued approximately £1.5 billion equivalent aggregate principal amount of senior secured notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and outside the United States to certain non-U.S. persons pursuant to Regulation S under the Securities Act. The notes were issued by our wholly owned subsidiary Virgin Media Secured Finance PLC in two tranches: $1.0 billion of 6.50% senior secured notes due 2018 and £875 million of 7.00% senior secured notes due 2018, collectively referred to as the senior secured

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notes. For more information see "—Senior Secured Notes" below. The net proceeds from the issuance of the senior secured notes were used to repay £1,453.0 million of our obligations under our senior facilities agreement dated March 3, 2006, as amended and restated, or the old senior credit facility.

        On April 19, 2010, we drew down an aggregate principal amount of £1,675.0 million under a new senior facilities agreement dated March 16, 2010, as amended and restated, or the new senior credit facility, and applied the proceeds towards the repayment in full of all amounts outstanding under our old senior credit facility and for general corporate purposes. The new senior credit facility comprises a term loan A facility in an aggregate principal amount of £1,000 million, a term loan B facility in an aggregate principal amount of £675 million and a revolving credit facility in aggregate principal amount of £250 million. For more information see "—Senior Credit Facility" below.

        We have also notified the holders of our senior notes due 2014 of our intention to redeem the full outstanding principal amount of such senior notes on May 12, 2010, using cash from our balance sheet. For more information see "—Unsecured Senior Notes" below.

        Our long term debt was issued by Virgin Media Inc. and certain of its subsidiaries that have no independent operations or significant assets other than investments in their respective subsidiaries and receivables under intercompany loans. As a result, they will depend upon the receipt of sufficient funds from their respective subsidiaries or payments under intercompany loans to meet their obligations. In addition, the terms of our existing and future indebtedness and the laws of the jurisdictions under which our subsidiaries are organized limit the payment of dividends, loan repayments and other distributions from them under many circumstances.

        Our debt agreements contain restrictions on our ability to transfer cash between groups of our subsidiaries. As a result of these restrictions, although our overall liquidity may be sufficient to satisfy our obligations, we may be limited by covenants in some of our debt agreements from transferring cash to other subsidiaries that might require funds. In addition, cross default provisions in our other indebtedness may be triggered if we default on any of these debt agreements.

Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2010 and 2009

        For the three months ended March 31, 2010, cash provided by operating activities increased to £187.2 million from £129.2 million for the three months ended March 31, 2009. This increase was attributable to the improvement in operating results. For the three months ended March 31, 2010, cash paid for interest, exclusive of amounts capitalized, decreased to £109.0 million from £131.6 million during the same period in 2009. This decrease was the result of differences in the timing of interest payments on our senior credit facility.

        For the three months ended March 31, 2010, cash used in investing activities was £179.3 million compared with cash used in investing activities of £141.7 million for the three months ended March 31, 2009. The cash used in investing activities in the three months ended March 31, 2010 and 2009 mainly represented purchases of fixed assets. Purchases of fixed and intangible assets increased to £181.5 million for the three months ended March 31, 2010 from £144.4 million for the same period in 2009 primarily due to increased costs in relation to upgrading and extending our broadband and TV network architecture and timing of payments to suppliers.

        Cash used in financing activities for the three months ended March 31, 2010 was £20.3 million compared to £21.4 million for the three months ended March 31, 2009. Cash used in financing activities for the three months ended March 31, 2010 was primarily from principal payments on long term debt offset by new debt issuances. Cash used in financing activities for the three months ended March 31, 2009 was primarily used for principal payments on long term debt and capital lease and dividend payments.

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Senior Credit Facility

        On April 19, 2010, we drew down an aggregate principal amount of £1,675.0 million under our new senior credit facility, and applied the proceeds towards the repayment in full of all amounts outstanding under our old senior credit facility as at the draw down date. The new senior credit facility comprise a term loan A, or Tranche A, facility in an aggregate principal amount of £1,000 million; a term loan B, or Tranche B, facility in an aggregate principal amount of £675 million; and a revolving credit facility in aggregate principal amount of £250 million. The proceeds from Tranches A and B facilities may also be used for general corporate purposes, while the proceeds from the revolving credit facility are available for the financing of our ongoing working capital requirements and general corporate purposes. Our old senior credit facility, which was repaid in full on April 19, 2010, was comprised of amortizing term loan A facilities, bullet repayment term loan B and C facilities and multi-currency revolving credit facilities.

Principal Amortization

        As of March 31, 2010, the amortization schedule under our old senior credit facility was (in millions):

Date	Amount
September 30, 2010	£	—
March 3, 2011		—
June 3, 2012		—
September 3, 2012		1,340.0
March 3, 2013		300.0
Total	£	1,640.0

        Following the repayments made on April 19, 2010, there were no outstanding amounts under our old senior credit facility.

        The final maturity date of Tranche A and the revolving credit facility under our new senior credit facility is June 30, 2015 and the final maturity date of Tranche B is December 31, 2015. The principal repayment schedule for the term facilities under our new senior credit facility is (in millions):

Date	Amount
Tranche A
June 30, 2011	£	150.0
June 30, 2012		175.0
June 30, 2013		200.0
June 30, 2014		200.0
June 30, 2015		275.0
Tranche B
December 31, 2015		675.0
Total	£	1,675.0

Mandatory Prepayments

        Our new senior credit facility must be prepaid in certain circumstances by certain amounts, including:

•

50% of excess cash flow in each financial year, which percentage may be reduced to 25% or 0% if certain leverage ratios are met;

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•

50% of the net cash proceeds of any issuance of equity greater than £10 million subject to customary exceptions, which percentage may be reduced to 25% or 0% if certain leverage ratios are met;

•

from the net proceeds of insurance claims subject to an aggregate prepayment threshold amount, other minimum thresholds and customary exceptions;

•

from the net proceeds of certain asset disposals subject to an aggregate prepayment threshold amount, other minimum thresholds and customary exceptions; and

•

from the net proceeds of certain actions (including a sale, spin-off or distribution) taken with respect to all or part of our content division in excess of £200 million subject to minimum thresholds and customary exceptions.

        In addition, the outstandings under our new senior credit facility must be repaid and all commitments will be cancelled upon the occurrence of a change of control.

Interest Margins

        The annual rate of interest payable under our new senior credit facility is the sum of (i) the London Intrabank Offer Rate (LIBOR), plus (ii) the applicable interest margin and (iii) the applicable cost of complying with any mandatory costs requirement.

        The applicable interest margin for Tranche A and the revolving credit facility under our new senior credit facility depends upon the total net leverage ratio of the bank group (which comprises VMIH and most of its subsidiaries, and certain other operating companies which are subsidiaries of Virgin Media Inc. but not of VMIH) then in effect as set forth below:

Leverage Ratio	Margin
Greater than 3.75:1.00		3.50	%
Equal to or less than 3.75:1.00 but greater than 3.25:1.00		3.25	%
Equal to or less than 3.25:1.00 but greater than 2.75:1.00		3.00	%
Equal to or less than 2.75:1.00		2.75	%

        The applicable interest margin for Tranche B is 3.75%.

Guarantees; Security

        The security granted in respect of our new senior credit facility on the draw down date includes substantially all of the assets of the bank group. Our new senior credit facility requires that members of the bank group which generate not less than 80% of the consolidated operating cash flow of the bank group (excluding the consolidated net income attributable to any joint venture) in any financial year guarantee the payment of all sums payable under our new senior credit facility and such members are required to grant first-ranking security over all or substantially all of their assets to secure the payment of all sums payable under our new senior credit facility. Virgin Media Finance PLC has also provided a guarantee for the payment of all sums payable under our new senior credit facility and has secured its obligations under that guarantee by granting security over its interest in the intercompany debt owed to it by its direct subsidiary VMIH and over all of the shares in VMIH.

Financial Maintenance Covenants

        Our new senior credit facility contains the following financial covenant ratios:

•

Consolidated net debt to consolidated operating cashflow, which we refer to as the leverage ratio; and

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•

Consolidated operating cashflow to consolidated total net cash interest payable, which we refer to as the interest coverage ratio.

        The minimum required ratios are outlined below:

Quarter Date	Leverage Ratio		Interest Coverage Ratio
June 30, 2010		4.85:1.00		2.50:1.00
September 30, 2010		4.80:1.00		2.55:1.00
December 31, 2010		4.70:1.00		2.65:1.00
March 31, 2011		4.60:1.00		2.75:1.00
June 30, 2011		4.40:1.00		2.80:1.00
September 30, 2011		4.35:1.00		2.85:1.00
December 31, 2011		4.30:1.00		2.95:1.00
March 31, 2012		4.25:1.00		3.00:1.00
June 30, 2012		4.10:1.00		3.05:1.00
September 30, 2012		4.10:1.00		3.10:1.00
December 31, 2012		4.10:1.00		3.10:1.00
March 31, 2013		4.05:1.00		3.15:1.00
June 30, 2013		3.85:1.00		3.20:1.00
September 30, 2013		3.80:1.00		3.25:1.00
December 31, 2013		3.80:1.00		3.35:1.00
March 31, 2014		3.75:1.00		3.45:1.00
June 30, 2014		3.55:1.00		3.55:1.00
September 30, 2014		3.55:1.00		3.70:1.00
December 31, 2014		3.50:1.00		3.80:1.00
March 31, 2015		3.50:1.00		3.95:1.00
June 30, 2015		3.25:1.00		4.00:1.00
September 30, 2015		3.25:1.00		4.00:1.00
December 31, 2015		3.00:1.00		4.00:1.00

        As shown in the table above, the required levels become more restrictive over time. As a result, we will need to continue to improve our operating performance over the next several years to meet these levels. Failure to meet these covenant levels would result in a default under our new senior credit facility.

Restrictions

        Our new senior credit facility significantly, and in some cases absolutely, restricts the ability of the members of the bank group to, among other things:

•

incur or guarantee additional indebtedness;

•

pay dividends or make other distributions, or redeem or repurchase equity interests or subordinated obligations;

•

make investments;

•

dispose of assets, including the capital stock of subsidiaries;

•

create liens;

•

enter into agreements that restrict the ability of the members of the bank group to make payments or other distributions in cash to other members of the bank group;

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•

merge or consolidate or transfer all or substantially all of their assets; and

•

enter into transactions with affiliates.

        The new senior credit facility also contains certain carve-outs from these limitations.

Events of Default

        The occurrence of events of default specified in our new senior credit facility entitle the lenders, after the expiry of any grace periods, as applicable, to cancel any undrawn portion of the facilities, require the immediate payment of all amounts outstanding under the facilities and enforce or direct the security trustee to enforce the security interests that have been granted. These events of default include, among other things:

•

failure to make payments of principal or interest when due;

•

breaches of representations;

•

breaches of obligations and undertakings under our new senior credit facility or related finance documents, including failure to comply with financial covenants;

•

cross-defaults to other indebtedness of any member of the group, subject to certain threshold amounts and other customary exceptions;

•

the occurrence of insolvency contingencies affecting the Company, Virgin Media Finance PLC, any borrower under our new senior credit facility or any guarantor that is a material subsidiary;

•

repudiation of the new senior credit facility or related finance documents;

•

illegality; and

•

the occurrence of any event or circumstance which would have a material adverse effect on the business, assets or financial condition of the obligors under our new senior credit facility taken as a whole or any obligor's payment or other material obligations under our new senior credit facility or related finance documents.

        For the full text of our new senior credit facility, see Virgin Media Inc.'s current report on Form 8-K, as filed with the SEC on April 12, 2010.

Unsecured Senior Notes

        In November 2009, Virgin Media Finance issued U.S. dollar denominated 8.375% senior notes due 2019 with a principal amount outstanding of $600 million and sterling denominated 8.875% senior notes due 2019 with a principal amount outstanding of £350 million, collectively, the senior notes due 2019. Interest on the senior notes due 2019 is payable on April 15 and October 15 of each year. The senior notes due 2019 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2016. The senior notes due 2019 mature on October 15, 2019 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and VMIL.

        In June 2009, Virgin Media Finance issued U.S. dollar denominated 9.50% senior notes due 2016 with a principal amount outstanding of $750 million and euro denominated 9.50% senior notes due 2016 with a principal amount outstanding of €180 million. In July 2009, Virgin Media Finance issued additional U.S. dollar denominated 9.50% senior notes due 2016 with a principal amount outstanding of $600 million. The U.S. dollar denominated senior notes issued in June 2009 and July 2009, respectively, are treated as a single issuance of the same notes under the indenture for these notes. We refer to all these notes, collectively, as the 9.50% senior notes due 2016. Interest on the 9.50% senior

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notes due 2016 is payable on February 15 and August 15 of each year. The 9.50% senior notes due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding senior notes due 2014 and 2019 and its 9.125% senior notes due 2016. The 9.50% senior notes due 2016 mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and VMIL.

        In July 2006, Virgin Media Finance issued U.S. dollar denominated 9.125% senior notes due 2016 with a principal amount outstanding of $550 million. The 9.125% senior notes due 2016 are unsecured senior obligations of Virgin Media Finance and rank pari passu with Virgin Media Finance's outstanding 9.50% senior notes due 2016 and its senior notes due 2014 and 2019. Interest on the 9.125% senior notes due 2016 is payable on February 15 and August 15 of each year. The 9.125% senior notes due 2016 mature on August 15, 2016 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and VMIL.

        In April 2004, Virgin Media Finance issued U.S. dollar denominated 8.75% senior notes due 2014 with a principal amount outstanding of $425 million, sterling denominated 9.75% senior notes due 2014 with a principal amount outstanding of £375 million, and euro denominated 8.75% senior notes due 2014 with a principal amount outstanding of €225 million, collectively, the senior notes due 2014. Interest is payable on the senior notes due 2014 on April 15 and October 15 of each year. The senior notes due 2014 mature on April 15, 2014 and are guaranteed on a senior basis by Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc. and Virgin Media Communications Limited and on a senior subordinated basis by VMIH and VMIL. In December 2009, we partially redeemed the senior notes due 2014 using the proceeds from the offering of senior notes due 2019. Following this partial redemption, the U.S. dollar denominated senior notes due 2014 have a principal amount outstanding of $89.3 million, the sterling denominated senior notes due 2014 have a principal amount outstanding of £78.8 million, and the euro denominated senior notes due 2014 have a principal amount outstanding of €47.3 million, totaling an aggregate principal outstanding amount of £179.7 million (based on sterling equivalent amounts on March 31, 2010). On April 12, 2010 we issued redemption notices to the holders of the 2014 notes, pursuant to which we undertook to redeem the remaining outstanding principal amount of the senior notes due 2014 on May 12, 2010. The redemption price will be 102.917% of the principal amount of the U.S. dollar denominated and the euro denominated senior notes due 2014 and 103.250% of the principal amount of the sterling denominated senior notes due 2014. The estimated cost of redemption of these notes, inclusive of the cost to unwind the derivative contracts entered as economic hedges of these notes, is £193.9 million.

Senior Secured Notes

        On January 19, 2010, our wholly owned subsidiary Virgin Media Secured Finance PLC issued U.S. dollar denominated 6.50% senior secured notes due 2018 with a principal amount outstanding of $1.0 billion and sterling denominated 7.00% senior secured notes due 2018 with a principal amount outstanding of £875 million, collectively, the senior secured notes due 2018. Interest is payable on the senior secured notes due 2018 on June 15 and December 15 each year, beginning on June 15, 2010. The senior secured notes due 2018 rank pari passu with our new senior credit facility and, subject to certain exceptions, share in the same guarantees and security which has been granted in favor of our new senior facilities. See "—Senior Credit Facility—Guarantees; Security" above.

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Convertible Senior Notes

        In April 2008, Virgin Media Inc. issued U.S. dollar denominated 6.50% convertible senior notes due 2016 with a principal amount outstanding of $1.0 billion. The convertible senior notes are unsecured senior obligations of Virgin Media Inc. and, consequently, are subordinated to our obligations under our new senior credit facility and rank equally with Virgin Media Inc.'s guarantees of the senior notes. The convertible senior notes bear interest at an annual rate of 6.50% payable semi-annually on May 15 and November 15 of each year, beginning November 15, 2008. The convertible senior notes mature on November 15, 2016 and may not be redeemed by us prior to their maturity date. Upon conversion, we may elect to settle in cash, shares of common stock or a combination of cash and shares of our common stock.

        Our 2009 Annual Report contains a more detailed description of the terms of our convertible senior notes.

Debt Ratings

        To access public debt capital markets, we rely on credit rating agencies to assign corporate credit ratings. A rating is not a recommendation by the rating agency to buy, sell or hold our securities. A credit rating agency may change or withdraw our ratings based on its assessment of our current and future ability to meet interest and principal repayment obligations. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. The corporate debt ratings and outlook assigned by the rating agencies engaged by us as of March 31, 2010 are as follows:

	Corporate Rating	Outlook
Moody's Investors Service Inc.	Ba3	Stable
Standard & Poor's	B+	Stable
Fitch	BB	Stable

Cash Dividends

        During the year ended December 31, 2009 and the three months ended March 31, 2010, we paid the following dividends:

Board Declaration Date	Per Share		Record Date		Payment Date		Total Amount
							(in millions)
Year ended December 31, 2009:
February 27, 2009	$	0.04		March 12, 2009		March 20, 2009	£	9.0
May 29, 2009		0.04		June 12, 2009		June 22, 2009		8.0
August 27, 2009		0.04		September 11, 2009		September 21, 2009		8.1
November 24, 2009		0.04		December 11, 2009		December 21, 2009		8.2
Three months ended March 31, 2010:
March 2, 2010	$	0.04		March 12, 2010		March 22, 2010		£8.8

        Future payments of regular quarterly dividends by us are at the discretion of the Board of Directors and will be subject to our future needs and uses of cash, which could include investments in operations, the repayment of debt, and share repurchase programs. In addition, the terms of our and our subsidiaries' existing and future indebtedness and the laws of jurisdictions under which those subsidiaries are organized limit the payment of dividends, loan repayments and other distributions to us under many circumstances.

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Off-Balance Sheet Arrangements

        As of March 31, 2010 and 2009, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Contractual Obligations and Commercial Commitments

        The following table includes aggregate information about our contractual obligations as of March 31, 2010, and the periods in which payments are due (in millions):

			Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1 - 3 years		3 - 5 years		More than 5 years
Long Term Debt Obligations	£	6,165.6	£	0.4	£	1,640.3	£	179.8	£	4,345.1
Capital Lease Obligations		259.5		51.4		100.8		15.0		92.3
Operating Lease Obligations		338.7		70.4		108.9		72.9		86.5
Purchase Obligations		804.1		491.9		204.2		53.5		54.5
Interest Obligations		2,930.7		463.3		880.9		726.8		859.7
Total	£	10,498.6	£	1,077.4	£	2,935.1	£	1,048.0	£	5,438.1
Early Termination Charges			£	21.3	£	5.6	£	0.1	£	—

        Early termination charges are amounts that would be payable in the above periods in the event of early termination during that period of certain of the contracts underlying the purchase obligations listed above.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        We are exposed to various market risks, including changes in foreign currency exchange rates and interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, like foreign currency exchange and interest rates. As some of our indebtedness accrues interest at variable rates, we have exposure to volatility in future cash flows and earnings associated with variable interest rate payments.

        Also, substantially all of our revenues, operating costs and selling, general and administrative expenses are earned and paid in pounds sterling but we pay interest and principal obligations on some of our indebtedness in U.S. dollars and euros. As of March 31, 2010, £3,200.3 million, or 50.6%, of our indebtedness based upon contractual obligations, was denominated in U.S. dollars and £469.5 million, or 7.4%, of our indebtedness based upon contractual obligations, was denominated in euros. As a result, we have exposure to volatility in future cash flows and earnings associated with changes in foreign exchange rates on payments of principal and interest on a portion of our indebtedness. We also have committed and forecasted purchases of goods and services in U.S. dollars, euros and South African rand.

        To mitigate the risk from these exposures, we have implemented a cash flow hedging program. The objective of this program is to reduce, but not eliminate, the volatility of our cash flows and earnings caused by changes in underlying rates. To achieve this objective we have entered into a number of derivative instruments. The derivative instruments utilized comprise interest rate swaps, cross-currency interest rate swaps and foreign currency forward contracts. We do not enter into derivative instruments for trading or speculative purposes. See note 5 to the consolidated financial statements of Virgin Media Inc.

        The fair market value of long term fixed interest rate debt and the amount of future interest payments on variable interest rate debt are subject to interest rate risk.

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        The following table provides information as of March 31, 2010 about our long term fixed and variable interest rate debt that are sensitive to changes in interest rates and foreign currency exchange rates (in millions):

	Year ended December 31,
																				Fair Value March 31, 2010
	2010		2011			2012			2013			2014			Thereafter			Total
Long term debt (including current portion)
U.S. Dollars
Fixed rate		—		—			—			—		$	89.3		$	4,500.0		$	4,589.3	$	5,029.2
Variable rate		—		—		$	275.9			—			—			—		$	275.9	$	275.2
Average interest rate							LIBOR						8.750	%		7.971	%
							plus 3.5	%
Average forward exchange rate							0.66						0.66			0.65
Euros
Fixed rate		—		—			—			—		€	47.3		€	180.0		€	227.3	€	249.4
Variable rate		—		—		€	299.8			—			—			—		€	299.8	€	299.1
Average interest rate							LIBOR						8.750	%		9.5	%
							plus 3.5	%
Average forward exchange rate							0.90						0.92			0.93
Pounds Sterling
Fixed rate		—		—			—			—		£	78.8		£	1,225.0		£	1,303.8	£	1,335.9
Variable Rate		—		—			£1,190.8			—			—			—			£1,190.8		£1,187.8
Average interest rate							LIBOR						9.750	%		7.536	%
							plus 1.25 - 3.625	%
Currency swap agreements related to long term debt
Receipt of U.S. Dollars (interest and principal)
Notional amount		—		—		$	89.3		$	275.9			—		$	3,500.0		$	3,865.2	£	144.0
Average forward exchange rate							0.70			0.54						0.60
Average sterling interest rate paid							9.42	%		LIBOR						8.74	%
										plus 2.13	%
Receipt of U.S. Dollars (interest only)
Notional amount		—		—			—			—			—		$	1,000.0		$	1,000.0	£	44.0
Average contract exchange rate																0.51
Average sterling interest rate paid																6.95	%
Receipt of Euros (interest and principal)
Notional amount		—		—		€	47.3		€	299.8			—		€	180.0		€	527.1	£	58.7
Average contract exchange rate							0.93			0.69						0.88
Average sterling interest rate paid							8.90	%		LIBOR						10.18
										plus 2.16	%
Interest rate derivative financial instruments related to long term debt
Sterling Interest Rate Swaps
Notional amount			£	3,000.0		£	200.0		£	1,300.0			—			—		£	4,500.0	£	(56.9	)
Average sterling interest rate paid				2.18	%		2.58	%		3.07	%
Sterling interest rate received				LIBOR			LIBOR			LIBOR

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ITEM 4.   CONTROLS AND PROCEDURES

(a)   Disclosure Controls and Procedures

        Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of the end of such period, these controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)   Changes in Internal Control Over Financial Reporting

        There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the first fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

        We are involved in various disputes and litigation arising in the ordinary course of our business. While we do not believe any of these litigation matters alone or in the aggregate will have a material adverse effect on our financial position or results of operation, any adverse outcome in one or more of these matters could be material to our consolidated financial statements for any one period.

ITEM 1A.    RISK FACTORS

        There have been no material changes in the risk factors discussed under "Risk Factors" and elsewhere in our 2009 Annual Report.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Not applicable.

(b)

Not applicable.

(c)

Issuer Purchases of Equity Securities

Period	(a) Total Number of Shares (or Units) Purchased(1)		(b) Average Price Paid per Share (or Unit)(2)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
March 1-31, 2010		120,655	$	17.05	—	—
Total		120,655		17.05	—	—

(1)

Our net issuance policy permits the net issuance of restricted stock to, and the net issuance exercise of our stock options by, a director or employee in specified circumstances. In a net issuance transaction, we withhold sufficient shares to satisfy the withholding taxes triggered upon the vesting of restricted stock or to satisfy the payment of the exercise price for options. This type of transaction is treated for accounting purposes effectively as the purchase of stock by the Company and an immediate cancellation of treasury stock.

(2)

Based on the mid-market share price of our common stock on the date of the net issuance transactions.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

        None.

ITEM 4.    (REMOVED AND RESERVED).

ITEM 5.    OTHER INFORMATION

        None.

76

ITEM 6.    EXHIBITS

Exhibit No.	Description
3.1	Second Restated Articles of Incorporation of Virgin Media Inc. (Incorporated by reference to Exhibit 3.1 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
3.2	Restated by-laws of Virgin Media Inc. (Incorporated by reference to Exhibit 3.2 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 1, 2007).
3.3	Memorandum and Articles of Association of Virgin Media Investment Holdings Limited (Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010).
4.1	Indenture, dated as of January 19, 2010, among Virgin Media Secured Finance PLC, the guarantors party thereto, The Bank of New York Mellon as trustee and paying agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg paying agent (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 20, 2010).
4.2	Registration Rights Agreement, dated as of January 19, 2010, among Virgin Media Secured Finance PLC, Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Investment Holdings Limited and the initial purchasers party thereto (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 20, 2010).
4.3*	Group Intercreditor Deed, dated March 3, 2006, as amended and restated on January 8, 2010, between, among others, Deutsche Bank AG, London Branch as Facility Agent and Security Trustee and the Seniors Lenders, the Intergroup Debtors and the Intergroup Creditors named therein.
10.1	Senior Facilities Agreement, dated 16 March 2010, as amended and restated on 26 March 2010, among Virgin Media Inc. as Ultimate Parent, Virgin Media Finance PLC as Parent, Virgin Media Investment Holdings Limited, Virgin Media Limited, Virgin Media Wholesale Limited, VMIH Sub Limited and Virgin Media SFA Finance Limited as Original Borrowers, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, GE Corporate Finance Bank SAS, Goldman Sachs International, J.P. Morgan PLC, Lloyds TSB Corporate Markets, Merrill Lynch International, The Royal Bank of Scotland plc and UBS Limited as Bookrunners and Mandated Lead Arrangers, Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as Security Trustee and the financial and other institutions named in it as Lenders (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 12, 2010).
10.2	B Facility Accession Deed, dated April 12, 2010, among Deutsche Bank AG, London Branch as Facility Agent, Deutsche Bank AG, London Branch as B Facility Lender and Virgin Media Investment Holdings Limited (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on April 12, 2010).

77

Exhibit No.	Description
10.3	Schedule to the Virgin Media Inc. 2006 Stock Incentive Plan relating to the Company Share Option Plan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
10.4	Description of the 2010-2012 Virgin Media Inc. Long Term Incentive Plan (Incorporated by reference to Exhibit 10.23 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010).
10.5	Form of Restricted Stock Unit Agreement used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
10.6	Form of Non-qualified Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
10.7	Form of Incentive Stock Option Notice used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
10.8	Form of Company Share Option Plan Option Certificate used for grants by Virgin Media Inc. to its executive officers pursuant to the 2010-2012 Long Term Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on January 13, 2010).
10.9	Description of the Virgin Media Inc. 2010 Bonus Scheme (Incorporated by reference to Exhibit 10.30 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010).
10.10	Amendment Letter, dated as of December 16, 2009, relating to the Service Agreement, dated as of July 10, 2009, between Virgin Media Limited and Andrew Barron (Incorporated by reference to Exhibit 10.48 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010).
10.11	Amendment Letter, dated as of February 4, 2010, relating to the Employment Agreement, dated as of September 18, 2007, between Virgin Media Inc. and Mark Schweitzer (Incorporated by reference to Exhibit 10.54 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010).
10.12	Form of Supplemental Incentive Stock Option Notice for Mark Schweitzer (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 1, 2010).
10.13	Form of the Supplemental Incentive Stock Option Notice for Mark Schweitzer with respect to time based options (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 3, 2010).

78

Exhibit No.	Description
10.14	Form of the Supplemental Incentive Stock Option Notice for Mark Schweitzer with respect to performance based options (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on March 3, 2010).
10.15	Amendment Letter, dated as of December 15, 2009, relating to the Service Agreement, dated as of July 31, 2009, between Virgin Media Limited and Paul Buttery (Incorporated by reference to Exhibit 10.57 to the Annual Report on Form 10-K of Virgin Media Inc. as filed with the Securities and Exchange Commission on February 26, 2010).
31.1*	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*	Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*

Filed herewith.

79

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

	VIRGIN MEDIA INC.
Date: May 6, 2010	By:	/s/ NEIL A. BERKETT Neil A. Berkett Chief Executive Officer
Date: May 6, 2010	By:	/s/ EAMONN O'HARE Eamonn O'Hare Chief Financial Officer
	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
Date: May 6, 2010	By:	/s/ NEIL A. BERKETT Neil A. Berkett Chief Executive Officer
Date: May 6, 2010	By:	/s/ EAMONN O'HARE Eamonn O'Hare Chief Financial Officer

80

EX-4.3

Exhibit 4.3

3 March 2006

as amended and restated on 13 June 2006,

10 July 2006, 31 July 2006, 15 May 2008, 30 October 2009 and 8 January 2010

GROUP INTERCREDITOR DEED

DEUTSCHE BANK AG, LONDON BRANCH
as Original Facility Agent and Original Security Trustee

THE ORIGINAL SENIOR BORROWERS

THE ORIGINAL SENIOR GUARANTORS

THE SENIOR LENDERS

THE HEDGE COUNTERPARTIES

THE INTERGROUP DEBTORS

and

THE INTERGROUP CREDITORS

White & Case LLP
5 Old Broad Street
London  EC2N 1DW

TABLE OF CONTENTS

			Page
1.	INTERPRETATION		1
	1.1	Terms Defined	1
	1.2	Definitions	1
	1.3	References	9
	1.4	Construction	10
2.	PRIORITIES AND SUBORDINATION		10
	2.1	Priorities and Subordination	10
	2.2	Priorities not affected	11
	2.3	Liabilities not affected	11
3.	UNDERTAKINGS OF THE OBLIGORS		11
	3.1	Hedging Liabilities	11
	3.2	Intergroup Liabilities	11
4.	UNDERTAKINGS OF THE CREDITORS		11
	4.1	Hedge Counterparties	11
	4.2	New Hedging Agreements	12
	4.3	Provision of New Hedging Agreements	12
	4.4	Obligations of the Intergroup Creditors	12
	4.5	Undertakings to the Security Trustee	12
	4.6	Undertakings in respect of the HYD Intercreditor Agreement	13
5.	PERMITTED PAYMENTS		13
	5.1	Permitted Payments Prior to the Senior Discharge Date	13
	5.2	Suspension of Permitted Hedging Payments	14
	5.3	Senior Default	14
6.	TURNOVER		14
	6.1	Turnover	14
	6.2	Subrogation	15
	6.3	Failure of Trusts	15
7.	ENFORCEMENT		16
	7.1	Restrictions on Enforcement by Hedge Counterparties	16
	7.2	Restrictions on Enforcement by Additional Senior Finance Parties	17
	7.3	Permitted Enforcement by Senior Finance Parties	17
	7.4	Restrictions on Enforcement by Intergroup Creditors	18
	7.5	Permitted Enforcement of Hedging Liabilities	19
	7.6	Authorisation to Security Trustee	21
	7.7	Release of Security on Enforcement and Disposal after Enforcement Action	22
	7.8	No New Encumbrances	23
	7.9	Disposals	23
	7.10	No Enforcement	23
	7.11	Manner of Enforcement	24
	7.12	Standstill Payments	24
8.	PROCEEDS OF ENFORCEMENT OF SECURITY		24
	8.1	Application of Proceeds of Enforcement of Barclays Security	24
	8.2	General Application of Proceeds	24
	8.3	Non-cash Distributions	26
	8.4	Sums received by an Obligor	26

i

	8.5	Certificates	26
	8.6	Conversion of Currencies	26
	8.7	Preservation of Liabilities	26
9.	SUBORDINATION ON INSOLVENCY		27
	9.1	Subordination	27
	9.2	Filing of claims	27
	9.3	Distributions	27
	9.4	Voting	28
10.	RANKING		28
	10.1	Ranking of Security	28
	10.2	Perfection of Security	29
11.	ENFORCEMENT OF SECURITY		29
	11.1	Enforcement on or before the Senior Discharge Date	29
	11.2	Exemption	30
12.	NEW SENIOR LIABILITIES		30
13.	PURCHASE OPTION		31
14.	REINSTATEMENT		32
15.	APPROPRIATION		32
16.	POWERS OF ATTORNEY		32
	16.1	Appointment by the Creditors	32
	16.2	Appointment by the Obligors	33
	16.3	Ratification of Acts	33
17.	COSTS AND EXPENSES		33
18.	CHANGES TO THE PARTIES		33
	18.1	Binding Nature	33
	18.2	No Assignment by Obligors	33
	18.3	New Creditors	33
	18.4	New Parties	35
	18.5	Resignation or Removal of Facility Agent, Security Trustee or Authorised Representative	35
19.	PROVISIONS RELATING TO OBLIGORS		35
20.	NOTICES		35
	20.1	Communication of Notices	35
	20.2	Delivery of Notices	35
21.	REMEDIES, WAIVERS & AMENDMENTS		36
	21.1	No Waiver	36
	21.2	Amendments	36
	21.3	Technical Amendments	37
	21.4	Priorities between Senior Finance Documents	37
	21.5	Amended Deed	37
22.	TERMINATION		37
23.	ENGLISH LANGUAGE		37
24.	PARTIAL INVALIDITY		37
25.	THIRD PARTY RIGHTS		38
26.	COUNTERPARTS		38
27.	HEDGING LIABILITIES CONFLICTS		38
28.	GOVERNING LAW		38
29.	JURISDICTION		38
	29.1	Courts of England	38
	29.2	Waiver of Indemnity	38

ii

	29.3	Service of Process	38
	29.4	Proceedings in Other Jurisdictions	39
	29.5	General Consent	39
	29.6	Waiver of Immunity	39
SCHEDULE 1DEED OF ACCESSION			40
SCHEDULE 2ADDRESS FOR NOTICES			41
SCHEDULE 3THE ORIGINAL SENIOR BORROWERS AND ORIGINAL SENIOR GUARANTORS			42
SCHEDULE 4THE EXISTING HEDGE COUNTERPARTIES			53

iii

THIS INTERCREDITOR DEED is made on 3 March 2006 as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006, 15 May 2008, 30 October 2009 and 8 January 2010 between the following parties:

(1)DEUTSCHE BANK AG, LONDON BRANCH (in its capacity as facility agent for the Senior Lenders under the Senior Facilities Agreement, the “Original Facility Agent”);

(2)DEUTSCHE BANK AG, LONDON BRANCH (in its capacity as security trustee under the Senior Facilities Agreement, the “Original Security Trustee”);

(3)THE ORIGINAL SENIOR BORROWERS listed in Part I of Schedule 3 (The Original Senior Borrowers) as original borrowers under the Senior Facilities Agreement (the “Original Senior Borrowers”);

(4)THE ORIGINAL SENIOR GUARANTORS listed in Part II of Schedule 3 (The Original Senior Guarantors) as original borrowers under the Senior Facilities Agreement (the “Original Senior Guarantors”);

(5)THE SENIOR LENDERS (as defined below);

(6)THE INSTITUTIONS whose names and addresses are set out in Schedule 4 (The Existing Hedge Counterparties) (each in its capacity as an Existing Hedge Counterparty, an “Existing Hedge Counterparty”);

(7)           THE INTERGROUP DEBTORS (as defined below); and

(8)           THE INTERGROUP CREDITORS (as defined below).

IT IS AGREED as follows:

1.INTERPRETATION

1.1Terms Defined

Terms defined in the Senior Facilities Agreement or (once the facilities made available under the Senior Facilities Agreement have been refinanced in full, and all undrawn commitments thereunder cancelled) the Designated Refinancing Facilities Agreement (each as defined below) shall have the same meaning when used in this Deed unless otherwise defined herein.

1.2Definitions

In this Deed the following terms have the meanings given to them in this Clause.

“Additional Liability” means in relation to a Liability, any present and future liabilities and obligations at any time of all or any of the Obligors, both actual and contingent and whether incurred solely or jointly or in any other capacity together with any of the following matters which arises or is incurred as a result of or in connection with:

(a)any deferral, extension, novation or refinancing of such Liability;

(b)any claim for damages, restitution or otherwise made in connection with such

1

Liability;

(c)any claim against an Obligor resulting from a recovery by such Obligor or any other person of a payment or discharge in respect of such Liability on the grounds of preference or otherwise;

(d)any claim for breach of representation, warranty or undertaking or an event of default or under an indemnity or in connection with any other document or agreement evidencing or constituting any other liability or obligation falling within this definition; or

(e)any amount (such as post-insolvency interest) which would be included in any of the foregoing but for any discharge, non-provability, unenforceability or non-allowability of the same in any insolvency or other proceedings.

“Additional Senior Finance Parties” means any Senior Finance Parties in respect of any Additional Senior Liabilities.

“Additional Senior Liabilities” means any Senior Liabilities which are not outstanding under the Senior Facilities Agreement or the Designated Refinancing Facilities Agreement.

“Authorised Representative” means the facility agent, trustee or similar representative in respect of any Series of Senior Liabilities and the Senior Representative, if any.

“Barclays” means Barclays Bank PLC.

“Barclays Intercreditor Agreement” means that intercreditor agreement dated 3 March 2006 and made between Yorkshire Cable Communications Limited, Sheffield Cable Communications Limited, Yorkshire Cable Properties Limited, Cable London Limited, Barclays and Deutsche Bank AG, London Branch as security trustee for the Beneficiaries.

“Barclays Liabilities” has the meaning given to it in the Barclays Intercreditor Agreement.

“Barclays Security” has the meaning given to it in the Barclays Intercreditor Agreement.

“Beneficiaries” means the First Beneficiary and the Second Beneficiaries.

“C Facility Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever) of the Obligors (or any one or more of them) to the Senior Finance Parties (or any one or more of them) by way of principal or interest under or in connection with the C Facility together with any related Additional Liabilities owed to the C Facility Lenders (as defined in the Senior Facilities Agreement).

“Company” means Virgin Media Investment Holdings Limited and its successors in title from time to time.

“Creditors” means the Beneficiaries and the Intergroup Creditors and any person that becomes party to this Deed in any such capacity pursuant to Clause 18 (Changes to the Parties).

2

“Deed of Accession” means a Deed of Accession substantially in the form set out in Schedule 1 (Deed of Accession) or in such other form as the Relevant Agent and the Obligors’ Agent shall agree.

“Designated Refinancing Facilities Agreement” means, upon repayment of all liabilities under the Senior Facilities Agreement and cancellation of all undrawn commitments thereunder, any Refinancing Facilities Agreement designated or redesignated as the “Designated Refinancing Facilities Agreement” by written notice from the Company to the Security Trustee (with a copy to each Authorised Representative).  Only one agreement at a time may be a Designated Refinancing Facilities Agreement.

“Enforcement Action” has the meaning given to it in Clause 7.6 (Authorisation to Security Trustee).

“Enforcement Control Event” means when (x) 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 Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement is less than £1.0 billion and (ii) the aggregate outstanding principal amount and undrawn commitments under the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement represents less than 60% (sixty percent) of the aggregate outstanding principal amount and undrawn commitments under all Senior Liabilities and (y) both conditions under clauses (i) and (ii) continue to exist on such 60th Business Day.

“Exposure” means, in respect of any Hedge Counterparty, an amount equal to the aggregate of:

(a)in respect of any hedging transaction of that Hedge Counterparty under any Hedging Agreement that has, as of the date the calculation is made, been terminated or closed out in accordance with the terms of this Deed, the amount, if any, payable to it under any Hedging Agreement in respect of that termination or close out as of the date of termination or close out (and taking into account any interest accrued on that amount since the date of termination or close out) to the extent that amount is unpaid (that amount to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement); and

(b)in respect of any hedging transaction of that Hedge Counterparty under any Hedging Agreement that has, as of the date the calculation is made, not been terminated or closed out, the amount, if any, which would be payable to it under that Hedging Agreement in respect of that hedging transaction, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant Hedging Agreement) for which the relevant Hedging Obligor is the Defaulting Party (as defined in the relevant Hedging Agreement), that amount to be certified by the relevant Hedge Counterparty and as calculated in accordance with the relevant Hedging Agreement.

“Facility Agent” means the Original Facility Agent or its successor or any agent, trustee or other person fulfilling a similar role under the Senior Facilities Agreement or the Designated Refinancing Facilities Agreement from time to time.

3

“Fees” means any fees, expenses, costs or commissions payable to any of the Senior Finance Parties by any Obligor under or pursuant to any one or more of the Senior Finance Documents.

“Final Discharge Date” means the later of the Senior Discharge Date and the Hedging Discharge Date.

“First Beneficiary” means the Security Trustee to the extent only of the amounts payable to it in its capacity as such (for its own account) pursuant to the Senior Finance Documents.

“Group” means the Ultimate Parent and its Subsidiaries from time to time.

“Hedge Counterparties” means, collectively, the Existing Hedge Counterparties and, following their accession to this Deed in accordance with the provisions of Clause 18.3 (New Creditors), any New Hedge Counterparties.

“Hedging Agreement” means any and each agreement entered into from time to time between an Obligor and a Hedge Counterparty in connection with Hedging Arrangements.

“Hedging Arrangements” means any interest rate or currency protection arrangements (whether by way of interest rate or cross currency swap, cap, collar or otherwise) from time to time entered into by any Obligor which arrangements hedge the interest rate or currency exposure of the Group and which are permitted under the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement and which are documented by one or more Hedging Agreements.

“Hedging Discharge Date” means the date on which each Hedge Counterparty has notified the Security Trustee that it is satisfied that its Hedging Liabilities have been fully and finally satisfied and no further Hedging Liabilities can arise under or in respect of any Hedging Agreement entered into by such Hedge Counterparty.

“Hedging Liabilities” means all present and future Indebtedness and other obligations and liabilities at any time of all or any of the Obligors whether actual or contingent or whether owed or incurred solely or jointly or in any other capacity whatsoever to the Hedge Counterparties (or any one or more of them) under or in connection with any Hedging Agreements together with any related Additional Liabilities owed to any Hedge Counterparty or Hedge Counterparties and together also with all costs, charges and expenses incurred at any time by any Hedge Counterparty or Hedge Counterparties in connection with the protection, preservation or enforcement of its rights under any Hedging Agreements.

“Hedging Obligor” means any member of the Bank Group that has entered into a Hedging Agreement.

“HYD Intercreditor Agreement” means the intercreditor agreement dated 13 April 2004 between certain of the Obligors, the Senior Finance Parties and the indenture trustee in respect of the Existing High Yield Notes as the same may otherwise be amended, supplemented, novated or restated from time to time.

4

“Indebtedness” means any obligation (whether incurred as a principal or as a surety) for the payment or repayment of money, whether present or future, actual or contingent (including interest and other charges relating to it).

“Insolvency Event” means any event whereby:

(a)any Obligor makes a general assignment for the benefit of or a composition with its creditors generally or a general moratorium is declared in respect of the Indebtedness of such Obligor;

(b)a resolution is passed or an order is made for the winding-up, dissolution or administration of an Obligor or for the appointment of a liquidator, receiver, administrator, administrative receiver, conservator, custodian, trustee or similar officer of it or of any or all of its revenues and assets; or

(c)any event occurs which, under the laws of any jurisdiction, has a similar or analogous effect to any of those events mentioned in paragraphs (a) and (b) above.

“Instructing Party” means:

(a)prior to the Senior Discharge Date:

(i)prior to an Enforcement Control Event, the Instructing Group (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement); or

(ii)upon an Enforcement Control Event, the Senior Finance Parties representing a majority of the aggregate outstanding principal amount and undrawn uncancelled commitments under the Senior Finance Documents at the relevant date of determination; and

(b)at any time from (and including) the Senior Discharge Date but prior to the Hedging Discharge Date, such Hedge Counterparties whose aggregate Exposure represents not less than 662/3% (sixty-six and two-thirds percent) of the aggregate Exposure of all Hedge Counterparties at the relevant date of determination.

“Intergroup Creditor” means:

(a)as at the date of this Deed, each member of the Group that is a creditor in respect of any Intergroup Liabilities of any Obligor; and

(b)at any time hereafter, each person who becomes a creditor in respect of any Intergroup Liabilities and who accedes to this Deed in the capacity of an Intergroup Creditor by its execution and delivery of a Deed of Accession.

“Intergroup Debtor” means:

(a)as at the date of this Deed, any Obligor that is a debtor in respect of any Intergroup Liabilities; and

5

(b)at any time hereafter, each person who becomes a debtor in respect of any Intergroup Liabilities and who accedes to this Deed in the capacity of an Intergroup Debtor by its execution and delivery of a Deed of Accession.

“Intergroup Liabilities” means all present and future obligations constituted by Indebtedness owed by any Intergroup Debtor to any Intergroup Creditor together with any related Additional Liabilities owed to any Intergroup Creditor and together also with all costs, charges and expenses incurred by any Intergroup Creditor in connection with the protection, preservation or enforcement of its rights in respect of such amounts.

“Liabilities” means any one or more of the Senior Liabilities, the Hedging Liabilities and the Intergroup Liabilities collectively, and “Liability” means any of them.

“New Hedge Counterparty” means each party to a Hedging Agreement which has acceded to this Deed as a Hedge Counterparty in accordance with the provisions of Clause 18.3 (New Creditors) and “New Hedge Counterparties” means all such parties.

“New Intermediate Holdco” means a limited liability company incorporated in England and Wales that is a direct wholly-owned subsidiary of the Company to which all Subsidiaries of VMIH (other than any finance subsidiary) are transferred.

“New Senior Liabilities” shall have the meaning given to such term in Clause 12 (New Senior Liabilities) (excluding, for the avoidance of doubt, any credit exposure of a Senior Finance Party, if any, in its capacity as a Hedge Counterparty, if applicable).

“Obligors” means the Original Senior Borrowers, the Original Senior Guarantors and any debtor or grantor of guarantees and/or security in respect of the Senior Facilities Agreement, any Refinancing Facilities Agreement or any other Senior Finance Document.

“Obligors’ Agent” means the Company in its capacity as agent pursuant to Clause 30.18 (Obligors’ Agent) of the Senior Facilities Agreement, or any person acting in a corresponding capacity pursuant to any Designated Refinancing Facilities Agreement.

“Parent” means Virgin Media Finance PLC and its successors in title from time to time.

“Permitted Hedging Payments” means, subject to Clause 9 (Subordination on Insolvency), any payments, receipts and set offs in respect of Hedging Liabilities (including all amounts payable as a result of any early termination or close out of any Hedging Arrangements), but only to the extent that any such payment has fallen due under or in connection with the terms of the relevant Hedging Agreement or otherwise by mutual agreement of the parties thereto.

“Permitted Payments” means any payment that (i) is a Permitted Payment (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement) or any other payment permitted under Clause 25.5 (Dividends, Distributions and Share Capital) of the Senior Facilities Agreement, or the corresponding provision in the Designated Refinancing Facilities Agreement, and (ii) is otherwise permitted under the Senior Finance Documents.

“Priority Creditors” means the Senior Finance Parties and the Hedge Counterparties.

“Priority Liabilities” means the Senior Liabilities and the Hedging Liabilities.

6

“Prohibited Actions” means in relation to an Intergroup Liability:

(i)the payment, repayment or purchase of such Intergroup Liability or any part thereof;

(ii)the discharge by way of set-off, combination of accounts or other similar action with respect to such Intergroup Liability or any part thereof unless effected pursuant to any mandatory requirement of applicable law;

(iii)the creation of any Encumbrance over any or all of the assets or revenues of the Intergroup Debtor in respect of such Intergroup Liability;

(iv)the giving of a guarantee or other assurance against financial loss in respect of such Intergroup Liability;

(v)any action whereby the priority as to payment of such Intergroup Liability under this Deed is altered; or

(vi)any action prohibited in accordance with Clause 7.4 (Restrictions on Enforcement by Intergroup Creditors).

“Receiver”means any administrator, administrative receiver, receiver and manager or other receiver, whether appointed pursuant to any Security Document, pursuant to any statute, by a court or otherwise, of all or any of the proceeds of the Liabilities.

“Refinancing Facilities Agreement” means any agreement under which debt facilities are made available for the refinancing of the facilities made available under the Senior Facilities Agreement or any Designated Refinancing Facilities Agreement and which is designated as such by the Company by notice to the Security Trustee and any Relevant Agent, provided that the aggregate principal amount of such refinancing indebtedness does not exceed the aggregate principal amount of the Commitments of the Senior Lenders under the Senior Facilities Agreement or any Designated Refinancing Facilities Agreement that it is refinancing plus any amount permitted to be incurred under Clause 12 (New Senior Liabilities).

“Relevant Agent” means (i) prior to the Enforcement Control Event, the Facility Agent and (ii) after the Enforcement Control Event, the Senior Representative.

“Second Beneficiaries” means the Facility Agent, any other Authorised Representatives, the Senior Finance Parties and the Hedge Counterparties.

“Secured Obligations”means the Security Trustee Liabilities, the Senior Liabilities and the Hedging Liabilities.

“Security” means the security granted by the Obligors pursuant to the Security Documents.

“Security Documents” means the Security Documents (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement) and any other document executed at any time by any member of the Group conferring or evidencing any Encumbrance for or in respect of any of the Priority Liabilities.

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“Security Trust Agreement” means the security trust agreement dated 3 March 2006, made between, amongst others, the Original Security Trustee, the Original Facility Agent, the Company, and the Original Obligors (as defined therein) relating to the Security (and/or any replacement or additional security trust agreement entered into in connection with any Refinancing Facilities Agreement or other Senior Finance Document).

“Security Trustee” means the Original Security Trustee or its successor (and/or any replacement or additional security trustee under any Security Trust Agreement).

“Security Trustee Liabilities” means the amounts payable to the Security Trustee referred to in the definition of First Beneficiary.

“Senior Default” means any Event of Default (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facility Agreement) and any event of default (howsoever described) under any other Senior Finance Document.

“Senior Discharge Date” means the first date on which:

(a)none of the Senior Finance Parties (including any senior finance parties under any Refinancing Facilities Agreement or other Senior Finance Documents) is under any commitment, obligation or liability (whether actual or contingent) to make advances or provide other financial accommodation to any Obligor under any of the Senior Finance Documents; and

(b)all Senior Liabilities (including any Senior Liabilities under any Refinancing Facilities Agreement or other Senior Finance Document) have been unconditionally and irrevocably paid and discharged in full, provided that for these purposes, regard shall not be had to any unclaimed indemnities, tax gross ups or other similar amounts.

“Senior Facilities Agreement” means the senior facilities agreement dated 3 March 2006 (as amended and restated from time to time) between inter alia the Ultimate Parent, the Original Borrowers, the Original Facility Agent, the Original Security Trustee and the Senior Lenders.

“Senior Finance Documents” means (i) the Relevant Finance Documents (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement, or if it is not defined there, the Finance Documents as defined in the Designated Refinancing Facilities Agreement), (ii) any Refinancing Facilities Agreement and (iii) any document evidencing New Senior Liabilities.

“Senior Finance Parties” means (i) the Relevant Finance Parties (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement, or if it is not defined there, the Finance Parties as defined in the Designated Refinancing Facilities Agreement) and (ii) any other creditor or designated agent under any of the Senior Finance Documents.

“Senior Lenders” means a bank or financial institution or other person which has become (and remains) a party hereto as a Senior Lender in accordance with the provisions of

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Clause 18.3 (New Creditors) hereof and in accordance with the provisions of the Senior Facilities Agreement or any Designated Refinancing Facilities Agreement.

“Senior Liabilities” means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any capacity whatsoever, but excluding any Hedging Liabilities) of the Obligors (or any one or more of them) to the Senior Finance Parties (or any one or more of them) under or in connection with the Senior Finance Documents, including, without limitation, any New Senior Liabilities provided pursuant to Clause 12 (New Senior Liabilities), together with any related Additional Liabilities owed to the Senior Finance Parties and together also with all costs, charges and expenses incurred by each of the Senior Finance Parties in connection with the protection, preservation or enforcement of its rights under the Senior Finance Documents, and provided that for the purposes of the interpretation of the definition of “Senior Liabilities” in:

(i)the Security Documents (other than the share charge agreement specified in paragraph 2 of Part 4 of Schedule 4 (Vanilla Initial Security Documents) to the Senior Facilities Agreement and the assignment of loans dated 31 July 2006 granted by the Parent in favour of the Security Trustee in respect of the shares of the Company  (the “C Facility Security Documents”)) only, Senior Liabilities shall not include any C Facility Liabilities (as defined in the Senior Facilities Agreement); and

(ii)the C Facility Security Documents only, Senior Liabilities shall not include any C Facility Liabilities other than the liabilities of the Parent under paragraph (b) of Clause 29.1 (Guarantee) and paragraph (b) of Clause 29.2 (Indemnity) of the Senior Facilities Agreement.

“Senior Representative” means the representative appointed by the Instructing Party to represent the Senior Finance Parties after an Enforcement Control Event, which, in the absence of an appointment by the Instructing Party, shall be the facility agent, trustee or similar representative of the Series of Senior Liabilities representing the largest portion of the aggregate outstanding principal amount and undrawn uncancelled commitments of all Senior Liabilities at the relevant date of determination.

“Series” means any series or class of Senior Liabilities outstanding from time to time.  For the avoidance of doubt, all Senior Liabilities outstanding under the same facilities agreement, note indenture or other debt agreement shall constitute a single Series unless any tranche or series under such agreement has different rights in respect of the Security, in which case such tranche or series shall constitute a separate Series as the context requires.

“Ultimate Parent” means Virgin Media Inc. and its successors in title from time to time.

1.3References

(a)Any reference in this Deed to (or to any provisions of or definition contained in) any other document shall be construed as a reference to this Deed or that provision, definition or document as in force for the time being and as amended, supplemented, varied and/or novated from time to time but only to the extent that any such amendment, supplement, variation and/or novation has been made in accordance with the terms of this Deed.

(b)Any reference in this Deed to any party to this Deed shall be construed so as to

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include such party’s and any subsequent successors’ transferees and assigns in accordance with their respective interests.

(c)Any reference in this Deed to the singular shall include the plural and vice versa and any references to any party in the plural shall be construed as references to any such party in the singular for so long as there is no more than one party to this Deed in the capacity in which such party acts.

(d)Any references in this Deed to the definition of “Designated Refinancing Facilities Agreement” or “Refinancing Facilities Agreement” or any provisions using such defined term are intended to be effective following the designation of a Designated Refinancing Facilities Agreement or Refinancing Facilities Agreement in accordance with the definition of such term.

1.4Construction

Any reference in this Deed to:

“costs”, “charges”, “remuneration” or “expenses” include any value added, turnover or similar tax charged in respect thereof.

“tax” shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

a “person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing; and

the “winding-up”, “dissolution” or “administration” of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business, including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection from creditors or relief of debtors.

2.PRIORITIES AND SUBORDINATION

2.1Priorities and Subordination

Each of the parties to this Deed hereby agrees and acknowledges that, save as expressly provided to the contrary in this Deed, the following order of priorities shall apply to the liabilities referred to below which shall be paid and discharged in the following order:

(i)first, the Senior Liabilities and the Hedging Liabilities pari passu without any priority amongst themselves; and

(ii)second, the Intergroup Liabilities,

and that as between the parties to this Deed such order of priorities shall prevail irrespective of whether or not an Insolvency Event shall have occurred, so that before and after the occurrence of an Insolvency Event, but save as expressly provided to the contrary in this

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Deed, a liability which ranks after other liabilities in the foregoing order of priorities shall be subordinate in right of payment to those other liabilities.

2.2                          Priorities not affected

The order of priorities set out in Clause 2.1 (Priorities and Subordination) shall apply irrespective of (a) the date on which this Deed or any of the Senior Finance Documents was executed, registered or notice thereof was given to any person and (b) unless otherwise provided in this Deed, any reduction or increase in any of the Senior Liabilities or any amendment or variation of any of their terms.

2.3                          Liabilities not affected

Each of the parties to this Deed hereby agrees and acknowledges that:

(a)notwithstanding any term of this Deed postponing, subordinating or prohibiting the payment of any of the Liabilities, each such Liability shall remain owing in accordance with its terms and interest and default interest will accrue accordingly; and

(b)no delay in exercising any rights or remedies under any of the documents regulating any Liability by reason of any term of this Deed postponing, restricting or prohibiting such exercise shall operate as a waiver of any of those rights and remedies.

3.UNDERTAKINGS OF THE OBLIGORS

3.1Hedging Liabilities

Until the Senior Discharge Date, except as the Instructing Party shall previously have consented in writing, no Obligor will pay, repay or prepay any of the Hedging Liabilities except as contemplated in Clause 4.1 (Hedge Counterparties).

3.2Intergroup Liabilities

Until the Final Discharge Date, each Intergroup Debtor undertakes to the Security Trustee and each of the other Beneficiaries that it shall not take, nor permit any Intergroup Creditor nor cooperate with any Intergroup Creditor to take the benefit of, any Prohibited Action in relation to any Intergroup Liability except as contemplated by Clause 5 (Permitted Payments).

4.UNDERTAKINGS OF THE CREDITORS

4.1Hedge Counterparties

Until the Senior Discharge Date, a Hedge Counterparty will not demand or receive any payment, prepayment or repayment in respect of the Hedging Liabilities except:

(a)subject to Clause 5.2 (Suspension of Permitted Hedging Payments), Permitted Hedging Payments;

(b)in respect of the proceeds of the Security distributed by the Security Trustee pursuant to and in accordance with Clause 8.2 (General Application of Proceeds);

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(c)any demand or receipt permitted pursuant to Clause 7.5 (Permitted Enforcement of Hedging Liabilities); or

(d)otherwise with the prior written consent of the Security Trustee (acting on the instructions of the Instructing Party).

4.2New Hedging Agreements

Each Hedging Obligor and each Hedge Counterparty agrees that (save as the Instructing Party shall previously have consented in writing) any Hedging Agreement entered into after the date hereof:

(a)shall be in the form of an Acceptable Hedging Agreement; and

(b)will include an Event of Default (as defined in the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement) as an Event of Default (as defined therein).

4.3Provision of New Hedging Agreements

Each Hedging Obligor agrees to provide the Security Trustee with copies of any Hedging Agreements entered into after the date hereof as soon as reasonably practicable after the execution thereof.

4.4Obligations of the Intergroup Creditors

Until the Final Discharge Date, each Intergroup Creditor undertakes to the Security Trustee and each of the other Beneficiaries that it shall not agree to, or take the benefit of, any Prohibited Action in relation to any Intergroup Liability except as contemplated in Clause 5 (Permitted Payments).

4.5Undertakings to the Security Trustee

Each Priority Creditor and each Obligor (as the case may be) gives the following undertakings to the Security Trustee:

(a)it shall provide the Security Trustee with all directions and information as the Security Trustee may reasonably require for the purposes of carrying out its duties and obligations under this Deed and the Security Documents;

(b)it shall not take any proceedings or seek to assert any claim against any officer or employee or agent of the Security Trustee in respect of any claim it might have against the Security Trustee or in respect of any act or omission of any kind (including gross negligence or wilful misconduct) by that officer, employee or agent in relation to any Senior Finance Document; and

(c)it shall give notice to the Security Trustee and each Authorised Representative promptly upon its becoming aware of the occurrence or remedying of a Senior Default,

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and acknowledges that the Security Trustee has entered into this Deed in reliance on the undertakings set out in this Clause 4.5.

4.6Undertakings in respect of the HYD Intercreditor Agreement

Notwithstanding anything to the contrary in the HYD Intercreditor Agreement, each Priority Creditor hereby agrees that only the Instructing Party shall exercise any rights or powers as the “Instructing Group” under the HYD Intercreditor Agreement and no Priority Creditors (other than the Instructing Party) shall exercise or seek to exercise any such rights or powers or contest, protest or object to any such exercise by the Instructing Party.

5.PERMITTED PAYMENTS

5.1Permitted Payments Prior to the Senior Discharge Date

Subject to Clause 6.1 (Turnover) and Clause 6.3 (Failure of Trusts):

(a)any Intergroup Debtor may pay in cash to any Intergroup Creditor and any Intergroup Creditor may receive and retain (or apply in respect of any liability) payments received from any Intergroup Debtor in respect of any Intergroup Liability:

(i)provided that no Senior Default has occurred and is continuing or is likely to occur as a result thereof, for the purposes of funding any Permitted Payments; or

(ii)at any time after the occurrence of a Senior Default, for the purposes of funding any Permitted Payments permitted by the provisions of Clause 5.2 (Suspension of Permitted Hedging Payments);

(b)notwithstanding any other term of this Deed, the Intergroup Liabilities may be:

(i)reduced or cancelled in consideration of the issue of one or more shares or other securities by any Intergroup Debtor to any Intergroup Creditor or by any waiver of any such Intergroup Liabilities or by the making of any capital contribution by any Intergroup Creditor to any Intergroup Debtor;

(ii)converted into loan stock or convertible unsecured loan stock or, if so converted, may be converted back into debt; or

(iii)discharged in consideration for the receipt of any cash received pursuant to a Funding Passthrough or any non-cash asset received pursuant to an Asset Passthrough or pursuant to any corresponding definition in the Designated Refinancing Facilities Agreement,

provided that where any Intergroup Creditor has granted security to the Security Trustee pursuant to any Security Document over its right, title and benefit to the relevant Intergroup Liabilities, any action referred to in sub-paragraphs (i) to (ii) above shall only be permitted to the extent that the relevant asset into which the Intergroup Liabilities are converted, or in consideration for which they are discharged, (if any) are subject to existing Security in favour of the Security Trustee or will be made subject to Security in favour of the Security Trustee (in form and substance substantially similar to the existing Security in favour of the Security Trustee or

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otherwise in form and substance as may be reasonably required by the Relevant Agent) within 10 Business Days of such conversion.

5.2Suspension of Permitted Hedging Payments

Subject to Clause 9 (Subordination on Insolvency), no Obligor shall make and no Hedge Counterparty shall receive any Permitted Hedging Payments if:

(a)a Senior Default (other than a default in respect of any Hedging Arrangement) has occurred and is continuing 20 Business Days after its occurrence and/or the Relevant Agent has taken any of the steps it is entitled to take by reason of the occurrence of such Senior Default; or

(b)a Senior Default (other than a default in respect of any Hedging Arrangement) has occurred and a notice is served on the relevant Obligor and such Hedge Counterparty by the Security Trustee stating that such Senior Default has occurred and is continuing and that no Permitted Hedging Payments can be made.

Any payments in respect of Hedging Liabilities made after paragraph (a) of this Clause 5.2 has become applicable or after a notice in accordance with paragraph (b) of this Clause 5.2 is served, shall not constitute Permitted Hedging Payments.  Following the occurrence of any Senior Default referred to in paragraphs (a) or (b) of this Clause 5.2, any Hedge Counterparty may suspend any payments due from it to any Obligor under any Hedging Arrangement to which it is a party.  If the Relevant Agent is satisfied that the circumstances or the relevant breach which gave rise to the Senior Default referred to in paragraphs (a) or (b) above no longer apply or has been cured (as the case may be), it may, by notice to the Obligors’ Agent and the Hedge Counterparties state that payments may be made in respect of Hedging Liabilities so as to constitute Permitted Hedging Payments.  Upon receipt of such notice, any Hedge Counterparties that have suspended payments to any Obligor and any Obligors that have suspended payments to any Hedge Counterparty, in each case under any Hedging Arrangement, shall promptly recommence such payments.

5.3Senior Default

Notwithstanding the terms of the Senior Finance Documents, prior to the Senior Discharge Date after the service of a notice under Clause 27.17 (Acceleration) of the Senior Facilities Agreement (or the comparable provision in the Designated Refinancing Facilities Agreement) or any of the Senior Liabilities having been accelerated or otherwise declared due and payable prior to their stated maturity under any other Senior Finance Document, in each case following the occurrence of a Senior Default, all proceeds of enforcement of the Security Documents granted by the Obligors shall forthwith be paid or delivered direct to the Security Trustee for the benefit of the Priority Creditors for application pursuant to and in accordance with Clause 8.2 (General Application of Proceeds).

6.TURNOVER

6.1Turnover

If at any time prior to the Final Discharge Date:

(a)any Hedge Counterparty receives a payment (including by way of set-off) or

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distribution in cash or in kind of, or on account of, any Hedging Liabilities other than a Permitted Hedging Payment;

(b)any Hedge Counterparty receives the proceeds of any enforcement of any Security on account of any Hedging Liabilities (including by way of set-off or combination of accounts) unless those proceeds are received pursuant to Clause 8.2 (General Application of Proceeds);

(c)any Intergroup Creditor receives in respect or on account of, any Intergroup Liabilities a payment or distribution (in cash or in kind) from any Obligor which is not permitted by Clause 5 (Permitted Payments) and which is not made in accordance with the provisions of Clause 8.2 (General Application of Proceeds); or

(d)any Obligor or its estate or any liquidator, receiver or like officer consequent upon its winding-up makes any payment or distribution (in cash or in kind) in respect or on account of any of the Intergroup Liabilities which is not permitted by Clause 5 (Permitted Payments) or which is not made in accordance with the provisions of Clause 8.2 (General Application of Proceeds),

the receiving Creditor will hold the same for and on behalf of and to the order of the Security Trustee, and pay (after deducting from the amount received or recovered the costs, liabilities and expenses (if any) incurred by the relevant Creditor in recovering such amount) and distribute upon demand all such amounts to the Security Trustee for application in accordance with Clause 8.2 (General Application of Proceeds).

6.2Subrogation

(a)If the Priority Liabilities are wholly or partially paid out of any proceeds received in respect or on account of the Intergroup Liabilities owing to one or more of the Intergroup Creditors, such Intergroup Creditor shall to that extent be subrogated to the rights of the Priority Creditors in respect of the Priority Liabilities so paid, including all security for those Priority Liabilities, but no Intergroup Creditor may exercise those subrogation rights or receive any payments in respect thereof on or before the Final Discharge Date without the prior written consent of the Relevant Agent and the Security Trustee.

(b)To the extent that any subrogation contemplated in paragraph (a) above does not occur for any reason, as between the Obligors and the Intergroup Creditors, the Intergroup Liabilities will be deemed not to have been reduced or discharged to the extent of any payment or distribution to the Security Trustee, for the benefit of the Priority Creditors (or any of them) under Clause 6.1 (Turnover).

(c)The Obligors hereby agree that they shall not exercise any rights of subrogation in relation to any claim they may have pursuant to this Clause 6.2, under applicable law or otherwise until after the Final Discharge Date.

6.3Failure of Trusts

If for any reason any trust which is to arise (pending payment of any amount to the Security Trustee for the benefit of the Priority Creditors (or any of them)) pursuant to Clause 6.1 (Turnover) or Clause 8.7 (Preservation of Liabilities) of this Deed fails or for any reason

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cannot be given effect to (including without limitation, by reason of the laws of any jurisdiction in which any property which is subject to such trust may be situate), the relevant Creditor will pay to the Security Trustee and the Security Trustee shall hold for and to the order of the Priority Creditors, for application in accordance with Clause 8.2 (General Application of Proceeds), an amount equal to the amount (or as the case may be transfer value of the relevant property) intended to be so held on trust.

7.ENFORCEMENT

7.1Restrictions on Enforcement by Hedge Counterparties

Save as permitted by Clause 7.5 (Permitted Enforcement of Hedging Liabilities), until the Senior Discharge Date, each Hedge Counterparty undertakes to the Security Trustee and each of the other Beneficiaries that it will not:

(a)accelerate any of the Hedging Liabilities or otherwise declare any of the Hedging Liabilities due and payable prior to its stated maturity whether on an event of default or otherwise;

(b)exercise any right to crystallise, or require the Security Trustee to crystallise, any floating charge created pursuant to the Security Documents;

(c)exercise any right to enforce, or require the Security Trustee to enforce, any Encumbrance created pursuant to the Security Documents by sale, possession, appointment of a receiver or otherwise, or any rights under or pursuant to the provisions of any guarantee given by any Obligor in relation to all or any part of the Hedging Liabilities;

(d)petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangement or assignment for the benefit of creditors or any similar proceedings involving any Obligor; or

(e)exercise the remedy of foreclosure in respect of any asset the subject of an Encumbrance created pursuant to any Security Document,

provided that a Hedge Counterparty shall be entitled to at all times and from time to time to bring legal proceedings against any person solely for the purpose of:

(i)obtaining injunctive relief (or any analogous remedy outside England and Wales) to restrain any actual or putative breach of any Senior Finance Document to which it is a party;

(ii)obtaining specific performance (other than specific performance to make a payment) with no claim for damages; or

(iii)requesting judicial interpretation of any provision of any Senior Finance Document to which it is a party with no claim for damages.

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7.2Restrictions on Enforcement by Additional Senior Finance Parties

Each of the Additional Senior Finance Parties agrees that, without the prior written consent of the Relevant Agent or the Instructing Party, it will not:

(a)exercise or seek to exercise any right to crystallise, or require the Security Trustee to crystallise, any floating charge created pursuant to the Security Documents;

(b)exercise or seek to exercise any right to enforce, or require the Security Trustee to enforce, any Encumbrance created pursuant to the Security Documents by sale, possession, appointment of a receiver, attachment, set-off, execution or otherwise;

(c)exercise or seek to exercise the remedy of foreclosure in respect of any asset the subject of an Encumbrance created pursuant to any Security Document;

(d)petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangements or assignment for the benefit of creditors or any similar proceedings involving an Obligor;

(e)institute or commence, or join with any person in commencing any action or proceeding with respect to the rights and remedies described on paragraphs (a) to (d), inclusive, of this Clause 7.2;

(f)contest or support any other person in contesting, in any proceedings, the perfection, priority, validity or enforceability of all or any part of the Security held by or on behalf of the Priority Creditors or the validity or enforceability of any of the Priority Liabilities or of the priorities, rights or duties established by this Deed;

(g)contest, protest or object to any enforcement or foreclosure proceeding or action or any other rights and remedies relating to the Security brought by the Security Trustee or any Senior Lender under the Senior Finance Documents or object to the forbearance by either the Security Trustee or the Senior Lenders from bringing or pursuing any enforcement or foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Security; or

(h)take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Security by the Security Trustee.

7.3Permitted Enforcement by Senior Finance Parties

Except as otherwise specifically provided in this Deed and without limitation to the other terms of this Deed, the Senior Finance Parties shall have all the rights and remedies available to them under the Senior Finance Documents to which they are a party upon the occurrence of a Senior Default. Without limiting the generality of the foregoing, each Senior Finance Party shall have the independent right, exercised in accordance with the applicable Senior Finance Documents and applicable law, to do any of the following:

(a)demand payment, declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of the required payment of interest or

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principal constituting Senior Liabilities owing to such Senior Finance Party, pursuant to the Senior Finance Documents (other than the Security Documents (in respect of which only the Security Trustee may take such actions)) to which it is a party;

(b)take any action in order to perfect, preserve or protect its rights in any Security, provided such action shall not impair the rights of the Security Trustee or any other Priority Creditor;

(c)institute suits or legal proceedings or file any pleadings, objections, motions or agreements against any Obligor (A) under the terms of the applicable Senior Finance Documents (other than the Security Documents (in respect of which only the Security Trustee may take such actions)) for collection of the amounts owing thereunder, (B) to seek injunctive relief to restrain any actual or putative breach of any Senior Finance Document (other than any Security Document (in respect of which only the Security Trustee may take such actions)) or for specific performance or any other similar remedy, or (C) to assert rights or interests available to unsecured creditors of the Obligors, including arising under any Insolvency Event;

(d)file any necessary or responsive pleadings in opposition to any pleading filed by any person objecting to or otherwise seeking disallowance of the rights of any Senior Finance Party in the Security; or

(e)in the case of any Insolvency Event, file a claim or statement of interest with respect to the Senior Liabilities,

in each case above, to the extent not inconsistent with the express terms of this Deed, including, without limitation, Clause 7.2 (Restrictions on Enforcement by Additional Senior Finance Parties).

7.4Restrictions on Enforcement by Intergroup Creditors

Until the Final Discharge Date, each Intergroup Creditor undertakes to the Security Trustee and to each of the Beneficiaries that it will not:

(a)accelerate any of the Intergroup Liabilities due and payable prior to their stated maturity whether on an event of default or otherwise (but without prejudice to the ability of the Intergroup Creditor to demand repayment of the Intergroup Liabilities to give effect to a Permitted Payment);

(b)enforce any of the Intergroup Liabilities by execution or otherwise or sue for or institute legal proceedings to recover all or any part of the Intergroup Liabilities;

(c)exercise any right to crystallise, or require the Security Trustee to crystallise, any floating charge created pursuant to the Security Documents;

(d)exercise any right to enforce, or require the Security Trustee to enforce, any Encumbrance created pursuant to the Security Documents by sale, possession, appointment of a receiver or otherwise; or

(e)petition for (or vote in favour of any resolution for) or initiate or support or take any steps with a view to any insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangement or assignment for the benefit of

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creditors or any similar proceedings involving an Obligor.

7.5Permitted Enforcement of Hedging Liabilities

(a)Notwithstanding the provisions of Clause 7.1 (Restrictions on Enforcement by Hedge Counterparties) or any other Clause of this Deed:

(i)to the extent it is able to do so under the relevant Hedging Agreement, a Hedge Counterparty may terminate or close-out in whole or in part any hedging transaction under the Hedging Agreement prior to its stated maturity:

(A)if any Senior Liabilities have been declared to be due and payable under Clause 27.17 (Acceleration) or due and payable under Clause 27.18 (Repayment on Demand) of the Senior Facilities Agreement or any similar or analogous provisions of any Refinancing Facilities Agreement or other Senior Finance Document or the Security Trustee or any Senior Finance Party has exercised any right to enforce any Encumbrance created pursuant to the Security Documents;

(B)if (x) the obligations of the relevant Obligor under the Hedging Agreement cease to be Hedging Liabilities which rank pari passu with the Senior Liabilities under Clause 2.1 (Priorities and Subordination) or on a pro rata basis of payment to the other Second Beneficiaries under Clause 8.2 (General Application of Proceeds), (y) this Deed is amended in contravention of paragraph (c) of Clause 21.2 (Amendments), or (z) such Hedge Counterparty ceases to be a Priority Creditor in its capacity as a party to a Hedging Agreement or the Hedging Liabilities in respect of the relevant Hedging Agreement cease to be Secured Obligations;

(C)if an Illegality or Tax Event, Tax Event Upon Merger or a Force Majeure Event (each defined in the 1992 ISDA Master Agreement or 2002 ISDA Master Agreement, as published by the International Swaps and Derivatives Association, Inc., as applicable) has occurred in respect of that Hedging Agreement;

(D)if an Event of Default has occurred under either clause 27.6 (Insolvency), clause 27.7 (Winding-up) or clause 27.8 (Execution or Distress), or clause 27.9 (Similar Events) by reference to clause 27.6 (Insolvency), clause 27.7 (Winding-up) or clause 27.8 (Execution or Distress), of the Senior Facilities Agreement or the comparable provision in the Designated Refinancing Facilities Agreement in relation to an Obligor which is party to that Hedging Agreement;

(E)to the extent that that termination or close-out by the Hedge Counterparty is necessary to comply with any of the terms of this Deed;

(F)if the Instructing Party gives its prior consent to that termination or close-out being made; or

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(G)at any time by mutual agreement of the relevant Obligor unless a Senior Default has occurred and a notice is served on the relevant Obligor and such Hedge Counterparty by the Security Trustee stating that such Senior Default has occurred and is continuing and that no termination or close-out can be made pursuant to this Clause 7.5(a)(i)(G).

(ii)if an Obligor has defaulted on any payment due under a Hedging Agreement (after allowing any applicable notice or grace periods) and the default has continued unwaived for more than 10 days after notice of that default has been given to the Relevant Agent, the relevant Hedge Counterparty:

(A)may, to the extent it is able to do so under the relevant Hedging Agreement, terminate or close-out in whole or in part any hedging transaction under that Hedging Agreement; and

(B)until such time as the Security Trustee has given notice to that Hedge Counterparty that it is exercising any right to enforce any Encumbrance created pursuant to the Security Documents, shall be entitled to exercise any right it might otherwise have to sue for, commence or join legal or arbitration proceedings against the relevant Obligor to recover any Hedging Liabilities due under that Hedging Agreement; and

(iii)after the occurrence of an Insolvency Event in relation to any Obligor, each Hedge Counterparty shall be entitled to exercise any right it may otherwise have in respect of that Obligor to:

(A)prematurely close-out or terminate any Hedging Liabilities of that Obligor;

(B)make a demand under any guarantee, indemnity or other assurance against loss given by that Obligor in respect of any Hedging Liabilities;

(C)exercise any right of set-off or take or receive any payment in respect of any Hedging Liabilities of that Obligor; or

(D)claim and prove in the liquidation of that member of the Group for the Hedging Liabilities owing to it,

provided always that, subject to the occurrence of the events and circumstances specified under either paragraph (a) or (b) of Clause 5.2 (Suspension of Permitted Hedging Payments), any amounts received in respect of Hedging Liabilities as a result of action permitted to be taken under this Clause 7.5 shall promptly upon receipt be paid by the relevant Hedge Counterparty to the Security Trustee for the benefit of the Beneficiaries to hold upon trust for application in accordance with Clause 8.2 (General Application of Proceeds) (and pending such payment to the Security Trustee, the Hedge Counterparty will save as specified otherwise hold the amount received on trust for the purposes of this Deed).

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(b)Each Hedging Obligor and each Hedge Counterparty agrees that (save as the Instructing Party shall previously have consented in writing):

(i)if upon termination of any transaction entered into under a Hedging Agreement effected following an Event of Default (as defined therein), a settlement amount or other amount falls due from the relevant Hedge Counterparty to the relevant Obligor, that amount shall be paid to the Security Trustee and treated as if it were the proceeds of enforcement of the security conferred by the Security Documents and applied in accordance with Clause 8.2 (General Application of Proceeds); and

(ii)the relevant Hedge Counterparty will exercise any rights it may have to terminate the hedging transactions under the Hedging Agreement (unless the Instructing Party otherwise agrees or requires) as soon as reasonably practicable after the date on which the Relevant Agent serves a notice confirming that any of the Senior Liabilities have been declared due and payable under any of the Senior Finance Documents.

7.6Authorisation to Security Trustee

Subject to the terms of the Senior Finance Documents, at any time after a Senior Default has occurred and whilst it is continuing the Security Trustee may take such steps as it deems necessary or advisable:

(i)to perfect or enforce any of the Security granted in its favour;

(ii)to effect any disposal or realisation or enforcement of any of the Liabilities (including by any acceleration thereof);

(iii)to collect and receive any and all payments or distributions which may be payable or deliverable in relation to any of the Liabilities; or

(iv)otherwise to give effect to the intent of this Deed,

(each, an “Enforcement Action”) provided always that:

(A)the Security Trustee may refrain from enforcing the Security unless and until instructed to do so by the Instructing Party and no Priority Creditors or Authorised Representative shall contest or object to any Enforcement Action being brought by the Security Trustee on the instructions of the Instructing Party and no party shall take or receive any Security or any proceeds of any Security in connection with the exercise of any right or remedy (including set off) with respect to the Security other than the Security Trustee acting on the instructions of the Instructing Party in accordance with this Deed;

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(B)the Security Trustee shall have the exclusive right and the Instructing Party shall have the exclusive right to instruct the Security Trustee to enforce rights, exercise remedies (including set-off) and make determinations regarding the release, disposition, or restrictions with respect to the Security, subject to the provisions of this Clause 7 and in exercising such rights and remedies, the Security Trustee and the Instructing Party may enforce the provisions of the Senior Finance Documents and exercise the remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion; and

(C)subject to paragraph (b) of Clause 7.11 (Manner of Enforcement), if the Instructing Party instructs the Security Trustee to enforce the Security, it may do so in such manner as it deems fit, having regard solely to the interests of the Beneficiaries.  Neither the Security Trustee, the Relevant Agent nor any other Senior Finance Party shall be responsible to any other Creditor for any failure to enforce or to maximise the proceeds of any enforcement, and may cease any such enforcement at any time.

7.7Release of Security on Enforcement and Disposal after Enforcement Action

(a)Other than under (and without prejudice to) the Senior Facilities Agreement or any Refinancing Facilities Agreement, if any assets are sold or otherwise disposed of (i) by (or on behalf of) the Security Trustee, (ii) as a result of a sale by an administrator or liquidator, or (iii) by an Obligor at the request of the Security Trustee (acting on the instructions of or with the consent of the Instructing Party), in each case of the foregoing, either as a result of the enforcement of the Security or a disposal by an Obligor after any Enforcement Action, the Security Trustee shall be authorised (at the cost of the Obligors) to release those assets from the Security and is authorised to execute or enter into, on behalf of and, without the need for any further authority from any of the Priority Creditors or Obligors:

(i)any release of the Security or any other claim over that asset and to issue any certificates of non-crystallisation of any floating charge that may, in the absolute discretion of the Security Trustee, be considered necessary or desirable;

(ii)if the asset which is disposed of consists of all of the shares (which are held by an Obligor) in the capital of an Obligor or any holding company or Subsidiary of that Obligor, any release of that Obligor or holding company or Subsidiary from all liabilities it may have to any Priority Creditor or other Obligor, both actual and contingent in its capacity as a guarantor or borrower (including any liability to any other Obligor by way of guarantee, contribution, subrogation or indemnity and including any guarantee or liability arising under or in respect of the Senior Finance Documents) and a release of any Security granted by that Obligor or holding company or Subsidiary over any of its assets under any of the Security Documents; and

(iii)if the asset which is disposed of consists of all of the shares (which are held by an Obligor) in the capital of an Obligor or any holding company or Subsidiary of that Obligor and if the Security Trustee wishes to dispose of any Liabilities owed by that Obligor, any agreement to dispose of all or part of those

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Liabilities on behalf of the relevant Priority Creditors, Obligors or Agents (with the proceeds thereof being applied as if they were the proceeds of enforcement of the Security) provided that the Security Trustee shall take reasonable care to obtain a fair market price in the prevailing market conditions (though the Security Trustee shall have no obligation to postpone any disposal in order to achieve a higher price),

provided that (A) no liabilities of the Parent, the Company or any Finance Subsidiary, in each case in its capacity as a borrower or issuer under any Senior Finance Documents, may be disposed of or released pursuant to this Clause 7.7, (B) any asset which is disposed of is released from the claims of all Priority Creditors, (C) the proceeds of such disposal are applied in accordance with Clause 8 (Proceeds of Enforcement of Security) hereof, and (D) no guarantees of any notes issued by the Parent, the Company or any Finance Subsidiary under an indenture may be disposed of pursuant to sub-paragraph (iii) above but may, to the extent applicable, be released pursuant to sub-paragraph (ii) above.

(b)No such release under paragraph (a) above will affect the obligations and/or liabilities of:

(i)any other member of the Group to any other Creditors; or

(ii)any Intergroup Creditors to any of the Beneficiaries.

7.8No New Encumbrances

Until the Senior Discharge Date, no Obligor shall grant or permit any additional Encumbrances, or take any action to perfect any additional Encumbrances, on any asset or property to secure any Series of Senior Liabilities unless it has also granted an Encumbrance on such asset or property to secure all of the other Series of Senior Liabilities to the extent legally possible and without undue burden on the Group (excluding limitations or exclusions in the Security provided to any Series pursuant to the terms of the Senior Finance Documents in respect of such Series) and has taken all actions to perfect such Encumbrances. To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the Security Trustee or other Senior Finance Parties, any amounts received by any Senior Finance Party in contravention of this Clause 7.8 shall forthwith be paid to the Security Trustee for the benefit of the Priority Creditors for application pursuant to and in accordance with Clause 8.2 (General Application of Proceeds)

7.9Disposals

Any disposal of any shares or assets which are subject to the Security or any release thereof from the Security which is or is to be effected at any time, other than with respect to Enforcement Action, shall be effected in accordance with and subject to the provisions of the Senior Finance Documents.

7.10No Enforcement

Except as otherwise provided in this Clause 7 (Enforcement), the Security Trustee may, in accordance with the instructions of the Instructing Party, refrain from enforcing the security conferred by the Security as long as it sees fit.

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7.11Manner of Enforcement

(a)If the Security Trustee does enforce the Security it may do so in such manner as it sees fit and solely having regard to the interest of the Beneficiaries.  The Security Trustee shall not be responsible to any Beneficiary for any failure to enforce nor to maximise the proceeds of any enforcement, and may cease any such enforcement at any time.

(b)Neither the relevant Instructing Party instructing the Security Trustee, nor the Security Trustee itself, shall take into account the sharing of proceeds under Clause 8 (Proceeds of Enforcement of Security) 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 Group (other than shares in the Company and/or New Intermediate Holdco), 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 under Clause 8 (Proceeds of Enforcement of Security)) than would be realised solely from enforcing direct Security over shares in the Company and/or New Intermediate Holdco alone.  The requirements of this paragraph (b) are solely for the benefit of the Priority Creditors and no Obligor shall have any rights under this paragraph (b).

7.12Standstill Payments

Following a Senior Default, all payments received by any Senior 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 Finance Parties pro rata based on the aggregate outstanding principal amount and undrawn commitments with respect to Senior Liabilities held by such Senior Finance Party.

8.PROCEEDS OF ENFORCEMENT OF SECURITY

8.1Application of Proceeds of Enforcement of Barclays Security

Without prejudice to Clause 7.10 (No Enforcement) and subject to the rights of any preferential creditor, the Beneficiaries hereby agree that the net proceeds of enforcement of the Security shall, insofar as those net proceeds relate to any assets the subject of the Barclays Security, be applied in the following order:

FIRST in payment to Barclays of the Barclays Liabilities; and

SECOND in payment to the Security Trustee to be applied in accordance with and in order of the priority set out in Clause 8.2 (General Application of Proceeds).

8.2General Application of Proceeds

Subject to the rights of any preferential creditor and the provisions of Clause 8.1 (Application of Proceeds of Enforcement of Barclays Security) and notwithstanding the terms of the Security Documents, without prejudice to Clause 7 (Enforcement), the Beneficiaries hereby agree that the net proceeds of enforcement of the Security shall be paid (together with any sums paid to the Security Trustee pursuant to Clause 6 (Turnover) and Clause 9 (Subordination on Insolvency)) to the Security Trustee for the benefit of the Priority Creditors

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pursuant to the terms of this Deed shall be applied by the Security Trustee (or any Receiver on its behalf) in accordance with this Deed in the following order of priority, in each case, until such amounts have been repaid and discharged in full:

FIRST in or towards payment of a sum equivalent to the aggregate of the Security Trustee Liabilities, to the First Beneficiary;

SECOND in or towards payment of any Fees;

THIRD in or towards payment of a sum equivalent to the aggregate of the Senior Liabilities and the Hedging Liabilities, to the Second Beneficiaries respectively, which sum will (if insufficient to discharge the same in full) be paid to such Second Beneficiaries on a pro rata basis without any priority amongst themselves; and

FOURTH in payment to the relevant Obligor(s) or other person(s) entitled thereto,

PROVIDED THAT each C Facility Lender agrees that, to the extent that (i) the net proceeds of any enforcement of Security and (ii) any other recoveries and/or proceeds from any Obligor (including without limitation, pursuant to a demand made under Clause 29 (Guarantee and Indemnity) of the Senior Facilities Agreement) (other than in the case of sub-paragraph (ii), such other recoveries and/or proceeds from the Parent and the Company) are to be applied in accordance with this Clause 8.2, any such proceeds shall be applied in accordance with this Clause 8.2 until all of the Senior Liabilities (other than the C Facility Liabilities) (subject, in the case of sub-paragraph (i), to the proviso in the immediately following paragraph) and the Hedging Liabilities have been discharged in full, and

PROVIDED FURTHER THAT each Priority Creditor agrees that, to the extent that a Security (or a portion thereof) has not been granted in favour of any Series of Senior Liabilities incurred after 30 October 2009 or the Senior Finance Documents in respect of such Series limit or exclude such Security (or a portion thereof) from the collateral securing such Series of Senior Liabilities, such Series of Senior Liabilities shall not receive any net proceeds resulting from the enforcement of such Security (or such portion thereof) that was so limited or excluded.  For the avoidance of doubt,

(a)this proviso shall not be deemed such a limitation or exclusion in relation to the C Facility Liabilities; and

(b)this proviso shall not apply to the extent (but only to the extent) Security has been granted over a particular asset under one or more Senior Finance Documents:

(i)which Security does not secure a particular Series of Senior Liabilities; or

(ii)the Senior Finance Documents in respect of a particular Series of Senior Liabilities limit or exclude such Security from the collateral securing such Series of Senior Liabilities,

(in either case, the “Limited Security”) but other Security (including for the avoidance of doubt Security that is subsequently granted and therefore, but for

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this Deed, would rank in priority of payment subsequent to the Limited Security) has been granted over that asset which does secure such Series of Senior Liabilities and is not so limited or excluded from the collateral securing such Series of Senior Liabilities.

The Obligors and the Intergroup Creditors acknowledge and agree to the provisions of Clause 2.1 (Priorities and Subordination) and this Clause 8.2.

8.3Non-cash Distributions

If the Security Trustee receives any distribution otherwise than in cash in respect of the Intergroup Liabilities from any Obligor or any other source, the Security Trustee may realise such distributions as it sees fit and shall apply the proceeds of such realisation in accordance with Clause 8.2 (General Application of Proceeds).

8.4Sums received by an Obligor

If an Obligor receives any sum which, pursuant to any of the Security Documents or this Deed should have been paid to the Security Trustee, that sum shall be held by such Obligor on trust for the benefit and on behalf of the Priority Creditors and shall promptly be paid to the Security Trustee for application in accordance with this Clause 8.

8.5Certificates

In applying any moneys received by it under this Deed, the Security Trustee may rely on any certificate made or given by each Authorised Representative, as to the existence and amount of any Liabilities owing to any Priority Creditor under any of the Senior Finance Documents.

8.6Conversion of Currencies

If the Security Trustee receives any amount under this Deed for any of the Liabilities in a currency other than the currency of the Priority Liabilities, the Security Trustee may convert such amount into the currency of the Priority Liabilities at its spot rate of exchange for the purchase of the relevant currency of the Priority Liabilities with the currency of the amount received in the London foreign exchange market.

8.7Preservation of Liabilities

None of the Liabilities shall be deemed reduced:

(a)by the receipt of any amount by any Creditor, if and to the extent that, by virtue of the operation of this Deed, such amount is required to be paid over to (and pending such payment held upon trust for) the Security Trustee for application and distribution pursuant to the terms hereof; or

(b)by the receipt of any amount by the Security Trustee pursuant to the terms of this Deed for application pursuant to the terms hereof,

unless and until such amount is actually applied and distributed by the Security Trustee pursuant to and in accordance with Clause 8.2 (General Application of Proceeds).

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9.SUBORDINATION ON INSOLVENCY

9.1Subordination

Without prejudice to any other provision of this Deed, upon the occurrence of an Insolvency Event, the Intergroup Liabilities will be subordinated in right of payment to the Senior Liabilities and the Hedging Liabilities.

9.2Filing of claims

(a)Following the occurrence of an Insolvency Event, until the Final Discharge Date, the Security Trustee may, and is hereby irrevocably authorised on behalf of each Creditor to:

(i)demand, claim, enforce and prove for the Intergroup Liabilities;

(ii)file claims and proofs, give receipts and take any proceedings in respect of filing such claims or proofs and do anything which the Security Trustee considers necessary or desirable to recover the Intergroup Liabilities; and

(iii)receive all distributions of the Intergroup Liabilities for application in accordance with Clause 8.2 (General Application of Proceeds).

(b)If and to the extent that the Security Trustee is not entitled, or elects not, to take any of the actions mentioned in paragraph (a) above, each Intergroup Creditor shall be entitled and agrees to do so, as soon as reasonably practicable following request by the Security Trustee provided that it shall be entitled to recover and the Security Trustee agrees to claim on its behalf any resulting costs, expenses and liabilities (other than any such costs, expenses or liabilities arising by reason of the gross negligence or wilful misconduct of such Intergroup Creditor) as if such amounts had been incurred by the Security Trustee.

9.3Distributions

Following the occurrence of an Insolvency Event, until the Final Discharge Date, each Intergroup Creditor will:

(a)hold all payments and distributions in cash or in kind received or receivable by it in respect of any Liabilities owed to it following the occurrence of such Insolvency Event on trust for the Security Trustee for the benefit of the Priority Creditors for application in accordance with Clause 8.2 (General Application of Proceeds);

(b)on demand by the Security Trustee, pay an amount equal to any Intergroup Liabilities received by it following the occurrence of such Insolvency Event to the Security Trustee for application in accordance with Clause 8.2 (General Application of Proceeds);

(c)promptly direct the trustee in bankruptcy, liquidator, assignee or other person distributing the assets of the relevant Obligor or their proceeds to pay distributions in respect of the Intergroup Liabilities directly to the Security Trustee; and

(d)promptly use its reasonable efforts to undertake any actions requested by the Security

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Trustee to give effect to this Clause 9.3.

9.4Voting

(a)Following the occurrence of an Insolvency Event, until the last to occur of the Senior Discharge Date and the Hedging Discharge Date:

(i)the Security Trustee for the benefit of the Priority Creditors may, and is hereby irrevocably authorised on behalf of each Priority Creditor and the Intergroup Creditors to, exercise all powers of convening meetings, voting and representation in respect of the Intergroup Liabilities; and

(ii)the Intergroup Creditors shall promptly execute and/or deliver to the Security Trustee such forms of proxy and representation as it may require to facilitate any such action.

(b)If and to the extent that the Security Trustee does not exercise a power under paragraph (a) above, each of the Intergroup Creditors shall be entitled to exercise that power and agrees that it shall exercise that power to the extent the Security Trustee (acting on the instructions of the Instructing Party) directs and in accordance with such direction.

(c)Nothing in this Clause 9.4 entitles the Security Trustee (or the Instructing Party) to exercise or require any Intergroup Creditor to exercise a power of voting or representation to waive, reduce, discharge, extend the due date for repayment of or reschedule any Intergroup Liabilities.

10.RANKING

10.1Ranking of Security

(a)Subject to Clause 8 (Proceeds of Enforcement of Security), all existing and future security conferred by the Security will secure all Senior Liabilities (to the extent so secured and subject to the provisions of this Deed), the Security Trustee Liabilities and the Hedging Liabilities regardless of:

(i)the date on which the Senior Liabilities, the Security Trustee Liabilities and the Hedging Liabilities arise;

(ii)whether the Senior Finance Parties or the Hedge Counterparties are obliged to advance moneys included in the Senior Liabilities or the Hedging Liabilities; and

(iii)any fluctuations in the amount of the Senior Liabilities, the Security Trustee Liabilities or the Hedging Liabilities,

and any intermediate discharge of the Senior Liabilities, the Security Trustee Liabilities or the Hedging Liabilities in whole or in part.

(b)Subject to Clause 8 (Proceeds of Enforcement of Security), all existing and future security conferred by the Security shall rank pari passu as if it had been created simultaneously and as a continuing security for, and shall not be affected by any

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fluctuations in, the Secured Obligations.  The provisions of this Clause 10.1(b) shall apply notwithstanding that all or any of the Security is void, set aside or otherwise invalid.

10.2Perfection of Security

(a)The Security Trustee agrees to acquire and acknowledges it holds the Charged Assets (such term as used in this Clause 10.2 as defined in the Security Trust Agreement) in its possession or control (or in the possession or control of its agents or representatives) on behalf of itself and any assignee solely for the purpose of perfecting the security interest granted under the Senior Finance Documents, subject to the terms and conditions of this Clause 10.2.

(b)The Security Trustee shall have no obligation whatsoever to the other Priority Creditors to ensure that the Charged Assets are genuine or owned by any of the Obligors or to preserve rights or benefits of any Person except as expressly set forth in this Deed.

(c)The Security Trustee acting pursuant to this Clause 10.2 shall not have by reason of the Security Documents, this Deed or any other document a fiduciary relationship in respect of the Priority Creditors.

(d)Upon the later to occur of the Senior Discharge Date and the Hedging Discharge Date, the Security Trustee shall deliver the remaining Charged Assets (if any) (or proceeds thereof) together with any necessary endorsements to the relevant Obligor if no Senior Liabilities remain outstanding (in each case, so as to allow such Person to obtain control of such Charged Assets).  The Security Trustee further agrees to take all other action reasonably requested by such Person in connection with such Person’s obtaining a first priority interest in the Charged Assets or as a court of competent jurisdiction may otherwise direct.

11.ENFORCEMENT OF SECURITY

The provisions of this Clause 11 shall apply on an Enforcement Action.

11.1Enforcement on or before the Senior Discharge Date

(a)Prior to the later to occur of the Senior Discharge Date and the Hedging Discharge Date and subject to paragraph (e) below, the Security Trustee shall, to the extent it is entitled then to do so under the terms of the Security Documents, act in relation to the Security in accordance with the instructions of the Instructing Party or the Relevant Agent (acting in accordance with instructions from the Instructing Party).

(b)Subject to paragraph (c) below, before giving any instructions to the Security Trustee to enforce the Security, the Relevant Agent shall consult with the Security Trustee in good faith, with a view to co-ordinating their actions, for a period of up to 45 days or such shorter period as the Relevant Agent may determine (the “Consultation Period”).

(c)The Relevant Agent and the Security Trustee shall not be obliged to consult in accordance with paragraph (b) above if:

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(i)the Security has become enforceable as a result of (A) an Insolvency Event, (B) a Senior Default arising under Clause 27.1 (Non-payment) of the Senior Facilities Agreement or any equivalent provision under any other Senior Finance Document or (C) any other party taking any enforcement action against any Obligor; and

(ii)the Relevant Agent determines in good faith (and notifies the Security Trustee) that to enter into such consultations and thereby delay the commencement of enforcement of the Security could reasonably be expected to adversely impact in any material respect:

(A)their ability to enforce any of the Security; or

(B)the realisation proceeds of any enforcement of the Security.

(d)The Security Trustee shall incur no liability to any Priority Creditor in exercising in good faith any discretion referred to in this Clause 11.1 or if it acts on the advice of a reputable and independent investment bank.

(e)Save as otherwise provided in this Clause 11.1 any instructions given to the Security Trustee by a person entitled to give those instructions will override any conflicting instructions given by any other parties and the Security Trustee is entitled to rely on and comply with any such instructions.

(f)The Security Trustee and the Facility Agent shall use reasonable efforts to consult with any Authorised Representative or any steering committee or other representative, as applicable, in respect of any Series of Additional Senior Liabilities prior to taking any Enforcement Actions and provide on a regular basis relevant information on the status of any ongoing Enforcement Actions.

11.2Exemption

(a)A Senior Finance Party shall not be responsible to any other Priority Creditors with respect to any instructions given or not given to the Security Trustee in relation to or in connection with any of the Security Documents, provided in each case such Senior Finance Party acts in good faith and in accordance with their obligations under this Deed and the applicable Senior Finance Documents.

(b)None of the Senior Finance Parties shall be liable for any loss or damage suffered by any Obligor provided such Senior Finance Party acts in good faith and in accordance with their obligations under this Deed and the applicable Senior Finance Documents.

12.NEW SENIOR LIABILITIES

The Company may designate at any time liabilities incurred by any Obligor under any credit facility or other financial accommodation as “New Senior Liabilities” under this Deed (whether to refinance, replace or increase any existing Senior Liabilities or to constitute any new financial accommodation to any Obligor) by written notice from the Company to the Security Trustee, provided that the incurrence of the relevant liabilities complies with the terms of the Senior Facilities Agreement or, upon its repayment in full and cancellation of all undrawn commitments thereunder, the Designated Refinancing Facilities Agreement.

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13.PURCHASE OPTION

(a)If a Senior Default under the Senior Facilities Agreement or the Designated Refinancing Facilities Agreement has occurred and the Security Trustee or the Senior Lenders have begun any formal step to enforce any guarantee under any Senior Finance Document and/or Security under any Security Document, the Additional Senior Finance Parties may, at the expense of such Additional Senior Finance Parties, purchase or procure the purchase of all (but not part) of the rights and obligations of the Senior Lenders in connection with the Senior Liabilities under the Senior Facilities Agreement or the Designated Refinancing Facilities Agreement by way of transfer under Clause 18 (Changes to the Parties), upon 10 Business Days’ prior written notice to the Facility Agent.

If any Additional Senior Finance Parties in respect of more than one Series of Additional Senior Liabilities attempts to exercise the option set out in this Clause 13 by procuring the service of the notice described above, such right shall be shared on a pro rata basis among the Series of Additional Senior Liabilities that have served such notice.

(b)Any purchase to be made in accordance with this Clause 13 shall take effect on the following terms:

(i)payment in full in cash of an amount equal to the outstanding principal amount under the Senior Facilities Agreement or the Designated Refinancing Facilities Agreement as at the date that amount is to be paid under the terms of this Clause 13 (and including all accrued interest, fees and expenses, but not any prepayment fees, other than LIBOR/EURIBOR break funding costs, if any);

(ii)payment in full in cash of the amount which each Senior Lender certifies to be necessary to compensate it for any loss on account of funds borrowed, contracted for or utilised to fund any amount included in the Senior Liabilities, resulting from the receipt of that payment otherwise than on the last day of an Interest Period, as defined in the Senior Facilities Agreement or the Designated Refinancing Facilities Agreement, in relation thereto;

(iii)after the transfer, no Senior Lender (in their capacity as such) will be under any actual or contingent liability to any Obligor or any other person under this Deed or any Senior Finance Document for which it is not holding cash collateral in an amount and established on terms reasonably satisfactory to it;

(iv)an indemnity is provided from each of the purchasing Additional Senior Finance Parties (or from another third party acceptable to all the Senior Lenders) to the Senior Lenders in respect of all losses which may be sustained or incurred by any Senior Lender in consequence of any sum received or recovered by any Senior Lender from any Senior Finance Party or Obligor, or any other person being required (or it being alleged that it is required) to be paid back by or clawed back from any Senior Lender for any reason whatsoever, provided that where it is demonstrated to the reasonable satisfaction of the Senior Lenders that those losses could not have been recovered in full by the relevant Senior Lender under the Senior Finance Documents, had that transfer not been made, that indemnity shall not extend to

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the shortfall; and

(v)the relevant transfer shall be without recourse to, or warranty from, the Senior Lenders, except that each Senior Lender shall be deemed to have warranted on the date of that transfer that:

(A)it is the owner, free from all Encumbrances and third party interests (other than any arising under the Senior Finance Documents or by operation of law), of all rights and interests under the Senior Finance Documents purporting to be transferred by it by that transfer;

(B)it has the corporate power to effect that transfer; and

(C)it has taken all necessary action to authorise the making by it of that transfer.

14.REINSTATEMENT

In the event that any of the Priority Liabilities are paid and discharged in full and such payment or discharge or any part thereof shall subsequently, for whatever reason, be required to be returned or repaid, all of the provisions of this Deed shall be fully applicable to such Priority Liabilities then outstanding until all such Priority Liabilities have been paid and discharged in full.

15.APPROPRIATION

(a)Until the last to occur of the Senior Discharge Date and the Hedging Discharge Date each of the Senior Finance Parties (or the Security Trustee or the Relevant Agent on their behalf) may apply any monies or property received under this Deed against the Senior Liabilities or the Hedging Liabilities (as the case may be) subject to the proviso to Clause 8.2 (General Application of Proceeds) which shall apply to this paragraph (a), mutatis mutandis.

(b)Without prejudice to the other provisions of this Deed, after the Final Discharge Date, each Intergroup Creditor (or the Security Trustee on their behalf) may apply any monies or property received under this Deed or for the payment or discharge of the Intergroup Liabilities against the relevant Intergroup Liabilities.

16.POWERS OF ATTORNEY

16.1Appointment by the Creditors

Each Senior Finance Party, Hedge Counterparty and Intergroup Creditor irrevocably appoints the Security Trustee (or any Receiver appointed in respect of any of the Secured Property (or any part of it)), individually as its attorney (in each case, for the purposes of this Clause 16.1, an “Appointee”) with full power to appoint substitutes and to delegate, in its name and on its behalf and as its act, deed or otherwise to do any and every thing which such Creditor (a) has authorised the Appointee to do under this Deed or (b) is required to do by this Deed but has failed to do for a period of 10 Business Days after receiving notice from the Appointee requiring it to do so.  The parties hereto hereby agree that this authorisation is given to secure the interests of the parties under this Deed and is hereby irrevocable.

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16.2Appointment by the Obligors

By way of security for the performance of its obligations hereunder, each of the Obligors hereby irrevocably appoints the Security Trustee and any Receiver of any proceeds of Intergroup Liabilities or any part of them and their respective delegates and sub-delegates, (in each case, for the purposes of this Clause 16.2, an “Appointee”) to be its attorney acting severally (or jointly with any other such attorney or attorneys) and in its name and on its behalf and as its act, deed or otherwise to do any and every thing which:

(a)such Obligor is obliged to do under the terms of this Deed but has failed to do so for a period of 5 Business Days after notice from the Appointee to do the same; or

(b)whilst any Senior Default is continuing, such Appointee considers necessary or desirable in order to enable such Appointee to exercise the rights conferred on it by this Deed or by law.

16.3Ratification of Acts

Without prejudice to the generality of Clause 16.1 (Appointment by the Creditors) and Clause 16.2 (Appointment by the Obligors), each of the Intergroup Creditors and the Obligors hereby undertakes to the relevant Appointee, that promptly upon request, such party will ratify and confirm all transactions entered into and other actions by the Appointee, as the case may be (or any of their substitutes or delegates) in the proper exercise of any power of attorney granted to it hereunder.

17.COSTS AND EXPENSES

Clause 38 (Costs and Expenses) of the Senior Facilities Agreement or the comparable provision of the Designated Refinancing Facilities Agreement shall apply to this Deed, as if set out herein, mutatis mutandis.

18.CHANGES TO THE PARTIES

18.1Binding Nature

This Deed shall be binding on and enure to the benefit of each party hereto its successors and its or any subsequent successors’ transferees and assigns.

18.2No Assignment by Obligors

None of the rights, benefits and obligations of the Obligors hereunder shall be capable of being assigned or transferred and each Obligor undertakes that it will not seek to assign or transfer any of its rights, benefits or obligations hereunder (except, in the case of any Obligor in respect of Senior Liabilities only, to the extent permitted by the Senior Facilities Agreement or, upon the repayment of the Senior Facilities Agreement, the Designated Refinancing Facilities Agreement).

18.3New Creditors

(a)The parties hereto agree that none of the Priority Creditors or Intergroup Creditors will, prior to the Final Discharge Date, assign or transfer to any person the whole or any part of their rights or obligations in respect of the Priority Liabilities or any of the

33

Intergroup Liabilities unless the assignee or transferee previously or simultaneously agrees with the other parties hereto to be bound by the provisions of this Deed as if it were named herein as an original party and subject to the same rights and obligations, mutatis mutandis, as the Priority Creditors and Intergroup Creditors and executes and delivers to the Security Trustee for the benefit of the Priority Creditors:

(i)(in the case of a Senior Lender or other lenders under senior credit facilities providing Senior Liabilities) a Transfer Deed under and in accordance with the terms of the Senior Facilities Agreement or such similar deed, agreement or other document with respect to such other senior credit facilities providing Senior Liabilities; or

(ii)(in the case of any other person) a Deed of Accession (provided that, with respect to Senior Liabilities in the form of notes or similar instruments, only the Authorised Representative in respect thereof (and not the holders of such notes or similar instruments) shall be required to execute and deliver a Deed of Accession),

with a copy, in each case, to each Authorised Representative, provided that nothing herein shall prevent any holder of Senior Liabilities in the form of notes or similar instruments from disposing of or transferring any of those notes or similar instruments in accordance with the relevant note indenture or other document pursuant to which such notes or similar instruments are issued or the terms and conditions of those notes or similar instruments.

(b)If any Obligor incurs any new Series of Senior Liabilities:

(i)the Company shall give notice to the Security Trustee and each Authorised Representative identifying the initial aggregate principal amount of such Series and the name and address of the Authorised Representative in respect thereof; and

(ii)the Authorised Representative in respect of such Series (on behalf of the Senior Finance Parties in respect thereof) shall agree with the other parties hereto to be bound by the provisions of this Deed as if it were named herein as an original party and subject to the same rights and obligations, mutatis mutandis, as the existing Senior Finance Parties and execute and deliver to the Security Trustee for the benefit of the Senior Finance Parties a Deed of Accession (with a copy to each Authorised Representative).

(c)Upon execution of a New Hedging Agreement, each New Hedge Counterparty shall accede to this Deed in such capacity by executing and delivering to the Security Trustee (with a copy to the Relevant Agent), a Deed of Accession, whereupon it shall become bound by the provisions of this Deed as if it were named herein as an original party.

(d)The parties hereto confirm that any person becoming a Creditor shall be entitled to the benefit of the provisions contained herein as if it had been originally named a party hereto.

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18.4New Parties

Each party hereto (including parties subsequently becoming bound by this Deed) irrevocably authorises the Relevant Agent to agree on its behalf with any other person intending to become party hereto as a Senior Finance Party, a Relevant Agent, a Security Trustee, a New Hedge Counterparty, an Intergroup Debtor, an Intergroup Creditor or an Obligor to the execution of a Transfer Deed, or a Deed of Accession or such other applicable document so as to make such person a party to this Deed and to effect such amendments to this Deed as may be in the opinion of the Relevant Agent (acting reasonably) necessary for such purpose, provided that any amendment which would materially and adversely affect any right, or impose or vary any material obligation, of any of the parties hereto may not be made without the consent of that party.

18.5Resignation or Removal of Facility Agent, Security Trustee or Authorised Representative

None of the Facility Agent, the Security Trustee or any Authorised Representative may resign or be removed except as specified in the Senior Facilities Agreement (or, upon repayment of the Senior Facilities Agreement, the Designated Refinancing Facilities Agreement), the Security Trust Agreement or any other applicable Senior Finance Document (as the case may be) and only if a replacement Facility Agent, Security Trustee or Authorised Representative agrees with all other parties hereto to become the replacement agent or trustee under this Deed by the execution of a Deed of Accession.  Notwithstanding the foregoing, the Security Trustee may be removed and replaced by a vote of the Instructing Party.

19.PROVISIONS RELATING TO OBLIGORS

Each of the Obligors acknowledge the priorities, rights and obligations recorded in this Deed and undertakes with each of the other parties to this Deed to observe the provisions of this Deed at all times and not to take any action (save as permitted by the Senior Facilities Agreement) (or, upon repayment of the Senior Facilities Agreement, the Designated Refinancing Facilities Agreement) which would or would be reasonably likely to prejudice or otherwise adversely affect the enforcement of such provisions or do or suffer to be done anything which would be inconsistent with the terms of this Deed.

20.NOTICES

20.1Communication of Notices

Each communication to be made hereunder shall be made in writing and unless otherwise stated shall be made by fax or letter.

20.2Delivery of Notices

Any communication or document to be made or delivered by one person to another pursuant to this Deed shall (unless that other person has by 10 Business Days’ prior written notice to the Relevant Agent specified another address) be made or delivered to that other person at the address specified in Schedule 2 (Address for Notices) or, in the case of any other person becoming party hereto after the date hereof in the Deed of Accession or Transfer Deed or other acceding or amendment and restatement document executed by it and shall be deemed to have been made or delivered when dispatched (in the case of any communication made by

35

fax) or (in the case of any communication made by letter) when left at that address or (as the case may be) 5 Business Days after being deposited in the post, postage prepaid, in an envelope addressed to it at that address provided that any communication or document to be made or delivered to the Relevant Agent shall be effective only when received by the Relevant Agent and then only if the same is expressly marked for the attention of the department or officer identified with the signature below (or such other department or officer as the Relevant Agent shall from time to time specify for this purpose).

21.REMEDIES, WAIVERS & AMENDMENTS

21.1No Waiver

No failure to exercise, nor any delay in exercising, on the part of any Creditor any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.  The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by Law.

21.2Amendments

Subject to Clause 21.3 (Technical Amendments), the Relevant Agent may, from time to time, agree with the Company to amend this Deed and any amendments so made shall be binding on all the parties hereto, provided that any amendment which would:

(a)materially and adversely affect any rights of the Priority Creditors may not be made without the prior written consent of the Instructing Party, provided that in the case of any such amendments which would affect the rights of a Series of Senior Liabilities in a way that is material and adverse relative to one or more other Series, the applicable consent of such affected Series (as determined pursuant to the Senior Finance Documents in respect of such Series) shall also be required;

(b)impose or vary any obligation on the Priority Creditors may not be made without the prior written consent of the Instructing Party, provided that in the case of any such amendment which imposes or varies the obligations of a Series of Senior Liabilities in a way that is material and adverse relative to one or more other Series, the applicable consent of such affected Series (as determined pursuant to the Senior Finance Documents in respect of such Series) shall also be required;

(c)have the effect of (i) changing the pari passu ranking of the Hedging Liabilities with the Senior Liabilities under Clause 2.1 (Priorities and Subordination) or the pro rata basis of payment to the Second Beneficiaries under Clause 8.2 (General Application of Proceeds), (ii) changing this Clause 21.2(c) (Amendments) or (iii) the Hedge Counterparties ceasing to be Priority Creditors or the Hedging Liabilities ceasing to be a Secured Obligation, in each case, may not be made without the prior written consent of each Hedge Counterparty adversely affected thereby; or

(d)adversely affect any right, or impose or vary any obligation, of any party hereto other than a Priority Creditor may not be made without the consent of that party.

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All parties to this Deed agree that any amendment which relates to, or has the effect of, subordinating all or any portion of any Series of Senior Liabilities to the other Senior Liabilities shall only require the consent of the Instructing Party and the applicable consent of such Series being subordinated (as determined pursuant to the Senior Finance Documents in respect of such Series).

21.3Technical Amendments

Notwithstanding Clause 21.2 (Amendments), the Relevant Agent may determine administrative matters and make technical amendments arising out of a manifest error on the face of this Deed, where such amendments would not prejudice or otherwise be adverse to the position of the Priority Creditors without reference to the Priority Creditors and without the consent of the Intergroup Creditors.

21.4Priorities between Senior Finance Documents

Any Senior Finance Document may be amended, restated, supplemented or otherwise modified from time to time in accordance with their terms, provided that such amendment, restatement, supplement or other modification is not inconsistent with the terms of this Deed.  Notwithstanding anything contained in this Deed to the contrary, each of the parties to this Deed agrees and acknowledges that, in the event of any inconsistency between the terms of this Deed and any Senior Finance Document, the terms of this Deed shall prevail.

21.5Amended Deed

If any amendment is made to this Deed, the Relevant Agent shall provide a copy of any such amendment (clearly showing the amendments made) to each of the parties hereto (including any persons which are parties hereto pursuant to a Transfer Deed, a Deed of Accession or any similar document) provided that in relation to copies required to be delivered to any member of the Group, the Relevant Agent’s obligations under this Clause 21.5 shall be discharged if one copy of any such amendment is delivered to the Company.

22.TERMINATION

This Agreement shall terminate upon the Final Discharge Date.

23.ENGLISH LANGUAGE

Each communication and document made or delivered by one person to another pursuant to this Deed shall be in the English language or accompanied by a translation thereof into English certified (by an officer of the person making or delivering the same) as being a true and accurate translation thereof.

24.PARTIAL INVALIDITY

(a)If at any time any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the Law of any jurisdiction, such illegality, invalidity or unenforceability shall not affect or impair the legality, validity or enforceability of the remaining provisions hereof or the legality, validity or enforceability of such provision under the Law of any other jurisdiction.

(b)Without prejudice to the generality of paragraph (a) above, the obligations under this

37

Deed of any Obligor that is incorporated in England & Wales shall not extend beyond a point where they would cause the provisions of Section 678 and/or 679 of the Companies Act 2006 to be infringed.

25.THIRD PARTY RIGHTS

It is agreed that otherwise than in circumstances where the requirements of this Deed with regard to assignments and transfers are satisfied, a person who is not a party to this Deed shall have no rights to enforce any of the terms or provisions of this Deed other than those it would have had if the Contracts (Rights of Third Parties) Act 1999 had not come into force.

26.COUNTERPARTS

This Deed may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

27.HEDGING LIABILITIES CONFLICTS

Notwithstanding anything contained in this Deed to the contrary, each of the parties to this Deed agree and acknowledge that, in relation only to the Hedging Liabilities, in the event of any inconsistency between the terms of this Deed and the HYD Intercreditor Agreement, the terms of this Deed shall prevail.

28.GOVERNING LAW

This Deed is governed by, and shall be construed in accordance with, English law.

29.JURISDICTION

29.1Courts of England

Each of the Obligors, the Additional Senior Finance Parties and the Intergroup Creditors agrees for the benefit of each Priority Creditor that the courts of England shall have exclusive jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Deed (respectively “Proceedings” and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

29.2Waiver of Indemnity

Each of the Obligors, the Additional Senior Finance Parties and the Intergroup Creditors irrevocably waives any objection which it might now or hereafter have to Proceedings being brought or Disputes settled in the courts of England and agrees not to claim that any such court is an inconvenient or appropriate forum.

29.3Service of Process

Each of the Obligors, the Additional Senior Finance Parties and the Intergroup Creditors which is not incorporated in England agrees that the process by which any Proceedings are begun may be served on it by being delivered in connection with any Proceedings in England, in the case of any Obligor, to the Obligors’ Agent at its registered office for the time being, and by executing this Deed each such person accepts such appointment.  If the appointment or appointments mentioned in this Clause 29.3 cease to be effective in respect of any of the

38

Obligors, the Additional Senior Finance Parties or the Intergroup Creditors respectively, the relevant Obligor, Additional Senior Finance Party or Intergroup Creditor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Relevant Agent shall be entitled to appoint such person by notice to the relevant Obligor, Additional Senior Finance Party or Intergroup Creditor.  Nothing contained herein shall affect the right to serve process in any other manner permitted by Law.

29.4Proceedings in Other Jurisdictions

The submissions to the jurisdiction of the courts of England shall not (and shall not be construed so as to) limit the right of the Priority Creditors (other than the Additional Senior Finance Parties) or any of them to take Proceedings against any of the Obligors, Additional Senior Finance Parties or Intergroup Creditors in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable Law.

29.5General Consent

Each of the Obligors, the Additional Senior Finance Parties and the Intergroup Creditors hereby consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgement which may be made or given in such Proceedings.

29.6Waiver of Immunity

To the extent that any Obligor, Additional Senior Finance Party or Intergroup Creditor may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgement or otherwise) or other legal process and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Obligor, Additional Senior Finance Party or Intergroup Creditor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

IN WITNESS whereof this Deed has been executed and delivered as a deed by the parties hereto on the day and year first above written.

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SCHEDULE 1
DEED OF ACCESSION

This Deed of Accession dated [·] is supplemental to an intercreditor deed (the “Intercreditor Deed”) dated 3 March 2006 as amended and restated on 13 June 2006, 10 July 2006, 31 July 2006, 15 May 2008, 30 October 2009 and 8 January 2010 between, amongst others, the Original Facility Agent, the Original Security Trustee, the Senior Lenders, the Hedge Counterparties, the Intergroup Creditors, the Intergroup Debtors and the Obligors (as may be further amended, supplemented, varied or novated from time to time).  Terms defined in the Intercreditor Deed shall have the same meaning when used in this Deed.

[Name of new Facility Agent/Security Trustee/Senior Lender/Authorised Representative/Additional Senior Finance Party/Hedge Counterparty/Intergroup Debtor and Obligor/Intergroup Creditor] of [address] hereby agrees with each other person who is or who becomes a party to the Intercreditor Deed in accordance with the terms thereof that with effect on and from the date hereof it will be bound by the Intercreditor Deed as [a Facility Agent/a Security Trustee/a Senior Lender/an Authorised Representative/an Additional Senior Finance Party/a Hedge Counterparty/an Intergroup Debtor and Obligor/an Intergroup Creditor] as if it had been party to the Intercreditor Deed in such capacity.

Address for notices of [name of new Facility Agent etc.] for the purposes of Clause 20.2 (Delivery of Notices) of the Intercreditor Deed is:

Address:

Telephone Number:

Facsimile Number:

[Telex Number:]

[We have appointed [                            ] at [                  ] [(being the person named in Clause 29.3 (Service of Process) of the Intercreditor Deed as the process agent for each of the other Obligors/Intergroup Creditors)] as our process agent for the purposes of service of process pursuant to Clause 29.3 (Service of Process) of the Intercreditor Deed.]

This Deed is governed by and shall be construed in accordance with English Law.

IN WITNESS whereof this Deed of Accession has been executed as a deed by the party hereto, and is delivered on the date written above.

EXECUTED AND DELIVERED AS A DEED by

[Name of Party]

Countersigned in acceptance

By:

[             ]

Relevant Agent

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SCHEDULE 2

ADDRESS FOR NOTICES

The Obligors’ Agent

Virgin Media Investment Holdings Limited

Address:	Bartley Wood Business Park
	Hook
	Hampshire RG27 9UP

The Intergroup Creditors and the Intergroup Debtors (as the case may be)

Address:	Bartley Wood Business Park
	Hook
	Hampshire RG27 9UP

Deutsche Bank AG, London Branch
as Facility Agent on behalf of the Senior Finance Parties

Address:	Winchester House
	1 Great Winchester Street
	London EC2N 2DB

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SCHEDULE 3

THE ORIGINAL SENIOR BORROWERS AND ORIGINAL SENIOR GUARANTORS

Part I - - The Original Senior Borrowers

Virgin Media Investment Holdings Limited

Telewest Communications Networks Limited

VMIH Sub Limited

Virgin Media Dover LLC

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Part II - - The Original Senior Guarantors

NTL

Andover Cablevision Limited

Anglia Cable Communications Limited

Berkhamsted Properties & Building Contractors Limited

Cable Television Limited

Cable Thames Valley Limited

CableTel Cardiff Limited

Cabletel (UK) Limited

CableTel Central Hertfordshire Limited

CableTel Hertfordshire Limited

CableTel Herts and Beds Limited

CableTel Investments Limited

CableTel Newport

CableTel North Bedfordshire Limited

CableTel Scotland Limited

CableTel Surrey and Hampshire Limited

CableTel Telecom Supplies Limited

CableTel West Glamorgan Limited

CableTel West Riding Limited

Cambridge Cable Services Limited

Cambridge Holding Company Limited

CCL Corporate Communications Services Limited

Chartwell Investors L.P.

Columbia Management Limited

ComTel Cable Services Limited

ComTel Coventry Limited

Credit-Track Debt Recovery Limited

Diamond Cable (Bassetlaw) Limited

Diamond Cable (Burton-Upon-Trent) Limited

Diamond Cable (Chesterfield) Limited

Diamond Cable (Grantham) Limited

Diamond Cable (Grimclee) Limited

43

Diamond Cable (Hinckley) Limited

Diamond Cable (Leicester) Limited

Diamond Cable (Lincoln) Limited

Diamond Cable (Lincolnshire) Limited

Diamond Cable (Mansfield) Limited

Diamond Cable (Melton Mowbray) Limited

Diamond Cable (Newark-On-Trent) Limited

Diamond Cable (Ravenshead) Limited

Diamond Cable (Vale Of Belvoir) Limited

Diamond Cable Acquisitions Limited

Diamond Cable Communications Limited

Diamond Cable Construction Limited

Diamond Cable CPE Limited

Diamond Holdings Limited

Diamond Visual Communications Limited

Digital Television Network Limited

DTELS Limited

East Coast Cable Limited

East Midlands Cable Communications Limited

East Midlands Cable Group Limited

East Midlands Cable Holdings Limited

Enablis Limited

Heartland Cablevision (UK) Limited

Heartland Cablevision II (UK) Limited

Herts Cable Limited

Jewel Holdings Limited

Lanbase European Holdings Limited

Lanbase Limited

LCL Cable (Holdings) Limited

LCL Telephones Limited

Lichfield Cable Communications Limited

Maza Limited

Metro Hertfordshire Limited

Metro South Wales Limited

NNS UK Holdings 1 LLC

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NNS U.K. Holdings 2, Inc.

North CableComms Holdings, Inc.

North CableComms L.L.C.

North CableComms Management, Inc.

Northampton Cable Television Limited

NTL (Aylesbury and Chiltern) Limited

NTL (B) Limited

NTL (Broadland) Limited

NTL (Chichester) Limited

NTL (City & Westminster) Limited

NTL (County Durham) Limited

NTL (CRUK) Limited

NTL (CWC Holdings)

NTL (CWC) Corporation Limited

NTL (CWC) Limited

NTL (CWC) Management Limited

NTL (CWC) No. 2 Limited

NTL (CWC) No. 3 Limited

NTL (CWC) No. 4 Limited

NTL (CWC) Programming Limited

NTL (CWC) UK

NTL (Ealing) Limited

NTL (Eastbourne and Hastings) Limited

NTL (Fenland) Limited

NTL (Greenwich and Lewisham) Limited

NTL (Hampshire) Limited

NTL (Harrogate) Limited

NTL (Harrow) Limited

NTL (Kent) Limited

NTL (Lambeth and Southwark) Limited

NTL (Leeds) Limited

NTL (Norwich) Limited

NTL (Peterborough) Limited

NTL (South East) Limited

NTL (South London) Limited

45

NTL (Southampton and Eastleigh) Limited

NTL (Sunderland) Limited

NTL (Thamesmead) Limited

NTL (Triangle) LLC

NTL (V) Limited

NTL (Wandsworth) Limited

NTL (Wearside) Limited

NTL (West London) Limited

NTL (Yorcan) Limited

NTL (York) Limited

NTL Acquisition Company Limited

NTL Bolton Cablevision Holding Company

NTL Bromley Company

NTL Business (Ireland) Limited

NTL Business Limited

NTL Cablecomms Bolton

NTL Cablecomms Bromley

NTL Cablecomms Bury and Rochdale

NTL Cablecomms Cheshire

NTL Cablecomms Derby

NTL Cablecomms East Lancashire

NTL Cablecomms Greater Manchester

NTL Cablecomms Group Limited

ntl CableComms Group, Inc.

NTL Cablecomms Holdings No. 1 Limited

NTL Cablecomms Holdings No. 2 Limited

NTL Cablecomms Lancashire No. 1

NTL Cablecomms Lancashire No. 2

NTL Cablecomms Limited

NTL Cablecomms Macclesfield

NTL Cablecomms Manchester Limited

NTL Cablecomms Oldham and Tameside

NTL Cablecomms Solent

NTL Cablecomms Staffordshire

NTL Cablecomms Stockport

46

NTL Cablecomms Surrey

NTL Cablecomms Sussex

NTL Cablecomms Wessex

NTL Cablecomms West Surrey Limited

NTL Cablecomms Wirral

NTL Cambridge Limited

NTL Chartwell Holdings 2, Inc.

NTL Chartwell Holdings, Inc.

NTL Chartwell Holdings Limited

NTL Communications Services Limited

NTL Darlington Limited

NTL Derby Cablevision Holding Company

NTL Equipment No. 1 Limited

NTL Equipment No. 2 Limited

NTL Finance Limited

NTL Glasgow

NTL Glasgow Holdings Limited

NTL Holdings (Broadland) Limited

NTL Holdings (East London) Limited

NTL Holdings (Fenland) Limited

NTL Holdings (Leeds) Limited

NTL Holdings (Norwich) Limited

NTL Holdings (Peterborough) Limited

NTL Internet Limited

NTL Internet Services Limited

NTL Investment Holdings Limited

NTL Irish Holdings Limited

NTL Kirklees

NTL Kirklees Holdings Limited

NTL Limited

NTL Manchester Cablevision Holding Company

NTL Microclock Services Limited

NTL Midlands Limited

NTL Milton Keynes Limited

NTL National Networks Limited

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NTL Networks Limited

NTL North CableComms Holdings, Inc.

NTL North CableComms Management, Inc.

NTL Partcheer Company Limited

NTL Programming Subsidiary Company

NTL Rectangle Limited

NTL Sideoffer Limited

NTL Solent Company

NTL Solent Telephone and Cable TV Company Limited

NTL South CableComms Holdings, Inc.

NTL South CableComms Management, Inc.

NTL South Central Limited

NTL South Wales Limited

NTL Streetunique Projects Limited

NTL Streetunit Projects Limited

NTL Streetusual Services Limited

NTL Streetvision Services Limited

NTL Streetvital Services Limited

NTL Streetwarm Services Limited

NTL Streetwide Services Limited

NTL Strikeagent Trading Limited

NTL Strikeamount Trading Limited

NTL Strikeapart Trading Limited

NTL Surrey Company

NTL Sussex Company

NTL Systems Limited

NTL Technical Support Company Limited

NTL Teesside Limited

NTL Telecom Services Limited

NTL UK CableComms Holdings, Inc.

NTL UK Telephone and Cable TV Holding Company Limited

NTL Victoria Limited

NTL Victoria II Limited

NTL Wessex Company

NTL Westminster Limited

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NTL Winston Holdings Limited

NTL Winston Holdings, Inc.

NTL Wirral Company

NTL Wirral Telephone and Cable TV Company

Oxford Cable Limited

Prospectre Limited

Secure Backup Systems Limited

South CableComms Holdings, Inc.

South CableComms L.L.C.

South CableComms Management, Inc.

Southern East Anglia Cable Limited

Stafford Communications Limited

Swindon Cable Limited

Tamworth Cable Communications Limited

VMIH Sub Limited

Virgin Media Dover LLC

Virgin Media Group Limited

Virgin Net Limited

Vision Networks Services UK Limited

Wessex Cable Limited

Winston Investors L.L.C.

XL Debt Recovery Agency Limited

X-Tant Limited

TELEWEST GROUP COMPANIES

Birmingham Cable Corporation Limited

Birmingham Cable Limited

Cable Camden Limited

Cable Enfield Limited

Cable Hackney & Islington Limited

Cable Haringey Limited

Cable London Limited

Central Cable Holdings Limited

Crystal Palace Radio Limited

Filegale Limited

General Cable Group Limited

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General Cable Holdings Limited

General Cable Limited

Imminus Limited

Middlesex Cable Limited

Sheffield Cable Communications Limited

Southwestern Bell International Holdings Limited

Telewest Communications (Central Lancashire) Limited

Telewest Communications (Cotswolds) Limited

Telewest Communications (Liverpool) Limited

Telewest Communications (London South) Limited

Telewest Communications (Midlands and North West) Limited

Telewest Communications (Midlands) Limited

Telewest Communications (Nominees) Limited

Telewest Communications (North East) Limited

Telewest Communications (North West) Limited

Telewest Communications (South East) Limited

Telewest Communications (South Thames Estuary) Limited

Telewest Communications (South West) Limited

Telewest Communications (St. Helens & Knowsley) Limited

Telewest Communications (Tyneside) Limited

Telewest Communications (Wigan) Limited

Telewest Communications Cable Limited

Telewest Communications Group Limited

Telewest Communications Holdings Limited

Telewest Communications Networks Limited

Telewest UK Limited

Telewest Limited

Telewest Parliamentary Holdings Limited

The Cable Corporation Limited

Theseus No. 1 Limited

Theseus No. 2 Limited

Windsor Television Limited

Yorkshire Cable Communications Limited

The Yorkshire Cable Group Limited

EuroBell (Holdings) Limited

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EuroBell (Sussex) Limited

EuroBell (South West) Limited

EuroBell (West Kent) Limited

EuroBell (IDA) Limited

EuroBell Internet Services Limited

EuroBell CPE Limited

EuroBell Limited

EMS Investments Limited

EuroBell (No. 2) Limited

EuroBell (No. 3) Limited

EuroBell (No. 4) Limited

SCOTTISH COMPANIES

Telewest Communications (Dundee & Perth) Limited

Telewest Communications (Motherwell) Limited

Telewest Communications (Scotland Holdings) Limited

Telewest Communications (Scotland) Limited

JERSEY COMPANY

Birmingham Cable Finance Limited

PARTNERSHIPS AND JOINT VENTURES

Avon Cable Joint Venture

Avon Cable Limited Partnership

Cotswolds Cable Limited Partnership

Edinburgh Cable Limited Partnership

Estuaries Cable Limited Partnership

London South Cable Partnership

TCI/US West Cable Communications Group

Telewest Communications (London South) Joint Venture

Telewest Communications (Cotswolds) Venture

Telewest Communications (North East) Partnership

Telewest Communications (Scotland) Venture

Telewest Communications (South East) Partnership

Tyneside Cable Limited Partnership

United Cable (London South) Limited Partnership

FLEXTECH

Flextech Broadband Limited

51

Flextech Broadcasting Limited

Screenshop Limited

Living TV Limited

Trouble TV Limited

Challenge TV

Bravo TV Limited

Ed Stone Limited

United Artists Investments Limited

Flextech Business News Limited

Continental Shelf 16 Limited

TVS Television Limited

TVS Pension Fund Trustees Limited

Telso Communications Limited

Flextech Rights Limited

Minotaur International Limited

Flextech Television Limited

Interactive Digital Sales Limited

Flextech Music Publishing Limited

Flextech (1992) Limited

Flextech Media Holdings Limited

Flextech (Kindernet Investment) Limited

Flextech-Flexinvest Limited

Flextech IVS Limited

Flextech Family Channel Limited

Flextech Distribution Limited

Flextech Childrens Channel Limited

Flextech Communications Limited

Flextech (Travel Channel) Limited

Flextech Digital Broadcasting Limited

Flextech Video Games Limited

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SCHEDULE 4

THE EXISTING HEDGE COUNTERPARTIES

ABN AMRO BANK N.V.

Barclays Bank Plc

BNP Paribas

Calyon

Commerzbank Aktiengesellschaft

Cooperatieve Centrale Raiffeisen-Boerenleenbank BA (trading as Rabobank International) London Branch

Credit Suisse International

Deutsche Bank AG, London Branch

Fortis Bank SA NV

Goldman Sachs International

HSBC Bank Plc

Lloyds TSB Bank Plc

Natixis Banques Populaires

SOCIÉTÉ GÉNÉRALE

The Governor and Company of the Bank of Ireland

The Governor and Company of the Bank of Scotland

The Royal Bank of Scotland plc

WestLB AG

53

SIGNATURES

54

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Neil A. Berkett, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Virgin Media Inc. (“Virgin Media”) and Virgin Media Investment Holdings Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4.The registrants’ other certifying officer and I are responsible for establishing and maintaining the registrants’ disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and Virgin Media’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed Virgin Media’s internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5.The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: May 6, 2010	/s/ Neil A. Berkett
	Neil A. Berkett
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Eamonn O’Hare, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Virgin Media Inc. (“Virgin Media”) and Virgin Media Investment Holdings Limited;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;

4.The registrants’ other certifying officer and I are responsible for establishing and maintaining the registrants’ disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and Virgin Media’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed Virgin Media’s internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and

5.The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.

Date: May 6, 2010	/s/ Eamonn O’Hare
	Eamonn O’Hare
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report on Form 10-Q of Virgin Media Inc. and Virgin Media Investment Holdings Limited (the “Registrants”) for the three months ended March 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Neil A. Berkett, as Chief Executive Officer of the Registrants, and Eamonn O’Hare as Chief Financial Officer of the Registrants, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrants.

Date: May 6, 2010	By:	/s/ Neil A. Berkett
	Name:	Neil A. Berkett
	Title:	Chief Executive Officer
Date: May 6, 2010	By:	/s/ Eamonn O’Hare
	Name:	Eamonn O’Hare
	Title:	Chief Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Registrants and will be retained by the Registrants and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrants for purposes of Section 18 of the Securities Exchange Act of 1934.