8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): February 13, 2013

VIRGIN MEDIA INC.

(Exact name of Registrant as specified in its charter)

Delaware	File No 000-50886	59-3778427
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

65 Bleecker Street, 6th Floor, New York, New York 10012

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number, including Area Code:

(212) 906-8440

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

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

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

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

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

TABLE OF CONTENTS

Item 1.01	Entry Into a Definitive Material Agreement.
Item 8.01	Other Events.
Item 9.01	Financial Statements and Exhibits.
SIGNATURES
Exhibit 4.1	Fifth Supplemental Indenture, dated February 13, 2013 among Virgin Media Secured Finance PLC, Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Investment Holdings Limited, the Subsidiary Guarantors named therein, 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.
Exhibit 4.2	Second Supplemental Indenture, dated February 13, 2013 among Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, Virgin Media Investments Limited, 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.
Exhibit 99.1	Press Release, dated February 13, 2013, issued by Virgin Media Inc.
Exhibit 99.2	Press Release, dated February 13, 2013, issued by Virgin Media Inc.
Exhibit 99.3	Press Release, dated February 15, 2013, issued by Virgin Media Inc.

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Item 1.01. Entry into a Definitive Agreement.

In connection with the consent solicitation previously announced on February 6, 2013, on February 13, 2013, Virgin Media Inc. (the “Company”) announced that (i) its subsidiary Virgin Media Secured Finance PLC (“VMSF”) had received sufficient consents to waive and amend certain provisions in the indenture dated January 19, 2010 relating to its dollar denominated 6.50% senior secured notes due 2018 and sterling denominated 7.00% senior secured notes due 2018 (collectively, the “2018 Notes”) and (ii) its subsidiary Virgin Media Finance PLC (“VMF”) had received sufficient consents to waive and amend certain provisions in the indenture dated November 9, 2009 relating to VMF’s dollar denominated 8.375% senior secured notes due 2019 and sterling denominated 8.875% senior secured notes due 2019 (collectively, the “2019 Notes”).

The Company had sought the consent of holders of the 2018 Notes and 2019 Notes to waive their right to a repurchase offer which would result from the change of control due to the merger of Liberty Global, Inc. (“LGI”) and the Company and waive any and all other defaults which may arise as a result of the merger with LGI previously announced by the Company.

With respect to the indentures dated November 9, 2009 and January 19, 2010, the waivers sought in the consent solicitation have been made effective pursuant to, respectively, a second supplemental indenture and a fifth supplemental indenture, each executed February 13, 2013.  The amendments contained in the supplemental indentures will only be operative upon successful completion of the merger.

Copies of the supplemental indentures relating to the 2018 Notes and 2019 Notes are attached hereto as Exhibit 4.1 and 4.2 and incorporated by reference herein and in the Registration Statement. The foregoing description is qualified in its entirety by reference to the exhibits.

Item 8.01. Other Events.

On February 15, 2013, the Company announced that the consent solicitations in respect of the 2018 Notes, the 2019 Notes and VMSF’s dollar denominated 5.25% senior secured notes due 2021 and sterling denominated 5.50% senior secured notes due 2021 (collectively, the “2021 Notes”) had expired.

Copies of the press releases issued by the Company in connection with the consent solicitations and entry into the supplemental indentures are attached as Exhibit 99.1 and 99.2 and incorporated herein by reference.  A copy of the press release issued by the Company relating to the expiration of the consent solicitations for the 2018 Notes, 2019 Notes and 2021 Notes is attached hereto as Exhibit 99.3 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

Exhibits

4.1 Fifth Supplemental Indenture, dated February 13, 2013 among Virgin Media Secured Finance PLC, Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Investment Holdings Limited, the Subsidiary Guarantors named therein, 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.

4.2 Second Supplemental Indenture, dated February 13, 2013 among Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, Virgin Media Investments Limited, 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.

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99.1 Press Release, dated February 13, 2013, issued by Virgin Media Inc. relating to the consents received from holders of 2018 Notes

99.2 Press Release, dated February 13, 2013, issued by Virgin Media Inc. relating to the consents received from holders of 2019 Notes

99.3 Press Release, dated February 15, 2013, issued by Virgin Media Inc. relating to the expiration of the consent solicitations

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SIGNATURES

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

Dated: February 15, 2013
	VIRGIN MEDIA INC.
	By:	/s/ Howard Kalika
	Name:	Howard Kalika
	Title:	Assistant Secretary

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EXHIBIT INDEX

Exhibit	Description
Exhibit 4.1	Fifth Supplemental Indenture, dated February 13, 2013 among Virgin Media Secured Finance PLC, Virgin Media Inc., Virgin Media Finance PLC, Virgin Media Investment Holdings Limited, the Subsidiary Guarantors named therein, 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.
Exhibit 4.2	Second Supplemental Indenture, dated February 13, 2013 among Virgin Media Finance PLC, Virgin Media Inc., Virgin Media Group LLC, Virgin Media Holdings Inc., Virgin Media (UK) Group, Inc., Virgin Media Communications Limited, Virgin Media Investment Holdings Limited, Virgin Media Investments Limited, 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.
Exhibit 99.1	Press Release, dated February 13, 2013, issued by Virgin Media Inc.
Exhibit 99.2	Press Release, dated February 13, 2013, issued by Virgin Media Inc.
Exhibit 99.3	Press Release, dated February 15, 2013, issued by Virgin Media Inc.

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EX-4.1

Exhibit 4.1

VIRGIN MEDIA SECURED FINANCE PLC,
as Issuer

VIRGIN MEDIA INC.,
as Parent

VIRGIN MEDIA FINANCE PLC,
As VM FinanceCo

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,
as the Company

THE SUBSIDIARY GUARANTORS PARTIES HERETO

6.50% Senior Secured Notes due 2018
7.00% Senior Secured Notes due 2018

FIFTH SUPPLEMENTAL INDENTURE

Dated as of February 13, 2013

THE BANK OF NEW YORK MELLON,

as Trustee and Paying Agent

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

as Luxembourg Paying Agent

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FIFTH SUPPLEMENTAL INDENTURE, dated as of February 13, 2013, among Virgin Media Secured Finance PLC, a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc., a Delaware corporation (“Parent”), Virgin Media Finance PLC, a public limited company incorporated under the laws of England and Wales (“VM FinanceCo”), Virgin Media Investment Holdings Limited, a limited company incorporated under the laws of England and Wales (the “Company”), certain subsidiaries of the Parent from time to time parties hereto (the “Subsidiary Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”) and paying agent (the “Paying Agent”), The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent (and together with the Paying Agent, the “Paying Agent”), to the Indenture, dated as of January 19, 2010 among such parties (as supplemented by the first supplemental indenture dated as of April 19, 2010, the second supplemental indenture dated as of May 17, 2010, the third supplemental indenture dated as of June 10, 2010, and the fourth supplemental indenture dated as of February 18, 2011, the “Indenture”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.

WHEREAS, the Issuer, the Parent, VM FinanceCo, the Company, the Subsidiary Guarantors, the Trustee and the Paying Agents have heretofore executed and delivered, as applicable, the Indenture;

WHEREAS, Section 9.02 of the Indenture provides that the Parent, the Company, the Issuer, the Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding;

WHEREAS, Liberty Global, Inc. (“LGI”) and certain of its subsidiaries (“Merger Subs”) entered into a merger agreement (the “Merger Agreement”), with the Parent, pursuant to which, through a series of intermediate steps and transactions, one of the Merger Subs will merge with Parent (the “Change of Control Transaction”);

WHEREAS, the purpose of this Supplemental Indenture is to (1) waive certain provisions of the Indenture that would require a Repurchase Offer upon the Change of Control Transaction and waive any and all other defaults that might result from the consummation of the Change of Control Transaction, (2) amend the definition of “Change of Control”, (3) amend Section 4.03 of the Indenture and (4) amend or add relevant definitions in the Indenture related to the foregoing, in each case as described in the Consent Solicitation Statement distributed to Holders on February 6, 2013 (the “February 2013 Consent Solicitation Statement”);

WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Supplemental Indenture, and the Issuer, the Parent, VM FinanceCo, the Company, the Subsidiary Guarantors and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders, as follows:

SECTION 1. Capitalized Terms

Any capitalized term used herein and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

SECTION 2. Effectiveness; Conditions Precedent

(A)          Each of the Issuer, the Parent, VM FinanceCo, the Company and the Subsidiary Guarantors represents and warrants that each of the conditions precedent to the amendment and supplement

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of the Indenture (including such conditions pursuant to Section 9.02 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have consented to the waivers and amendments set forth in the February 2013 Consent Solicitation Statement with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Supplemental Indenture. The Issuer, the Parent, VM FinanceCo, the Company, the Subsidiary Guarantors and the Trustee are on this date executing this Supplemental Indenture which will become effective on the date hereof.

(B)          The waivers and amendments set forth in Sections 3 and 4 hereof shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be waived, amended, supplemented, modified or deleted as provided for in Sections 3 and 4 below, (i) upon execution of this supplemental indenture with respect to Section 3 below and (ii) upon the consummation of the Change of Control Transaction with respect to Section 4, in accordance with the terms of the February 2013 Consent Solicitation Statement which shall be evidenced by delivery to the Trustee of a notice confirming the consummation of the Change of Control Transaction by the Issuer. If the Trustee receives written notice from the Issuer that the Waiver Payment (as defined in the February 2013 Consent Solicitation Statement) or the Amendment Payment (as defined in the February 2013 Consent Solicitation Statement) is not made promptly following the Expiration Time (as defined in the February 2013 Consent Solicitation Statement) or the Amendment Payment Date (as defined in the February 2013 Consent Solicitation Statement), respectively, in accordance with the terms of the February 2013 Consent Solicitation Statement, this Supplemental Indenture shall terminate immediately without any waivers or amendments contained in Sections 3 and 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

SECTION 3. Waivers

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, all Holders and every subsequent Holder of the Notes shall be bound by the following waivers with respect to the Indenture and the Notes:

The Holders expressly waive the right to a Repurchase Offer pursuant to Section 4.15 of the Indenture (Offer to Repurchase Upon Change of Control) in connection with the Change of Control Transaction, such that the Holders will not be able to require the Issuer to repurchase their Notes as a result of the Change of Control resulting from the Change of Control Transaction, and waive any and all defaults under the Indenture that may arise as a result of the consumation of the Change of Control Transaction.

SECTION 4. Indenture Amendments

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, the Indenture is hereby amended as follows:

(i)            The following definitions in Section 1.01 of the Indenture are hereby deleted in their entirety and replaced with the following:

“Change of Control” means:

(1)             Virgin Media Communications (a) ceases to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company and (b) ceases, by virtue of any powers conferred by the articles of association or other documents regulating the Company to, directly or indirectly, direct or cause the direction of management and policies of the Company;

(2)             the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Company and the Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder;

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(3)              at any time after the consummation of the Debt Pushdown, the Company ceases to own directly or indirectly all of the Capital Stock of the Issuer; or

(4)              the adoption by the stockholders of the Company or the Issuer of a plan or proposal for the liquidation or dissolution of the Company or the Issuer, other than a transaction complying with Section 5.01”

provided that a Change of Control shall not be deemed to have occurred pursuant to clause (1) of this definition upon the consummation of the Post-Closing Reorganization or a Spin-Off.

Notwithstanding the foregoing, upon consummation of the Post-Closing Reorganization or a Spin-Off, “Virgin Media Communications” in clause (1) will be replaced with New Immediate Holdco, in respect of the Post-Closing Reorganization, and the Spin Parent, in respect of a Spin-Off.

“Virgin Media Communications” means Virgin Media Communications Limited, a company incorporated under the laws of England and Wales, together with its successors (by merger, consolidation, transfer, conversion of legal form or otherwise).

(ii)           The following definitions are hereby added to Section 1.01 of the Indenture in their relevant alphabetical location:

“New Immediate Holdco” means the direct Subsidiary of the Ultimate Parent following the Post Closing Reorganization.

“New Listco” means Lynx Europe Limited, together with its successors.

“Post-Closing Reorganizations” means(i) the distribution or other transfer of Virgin Media Communications and its Subsidiaries or a Parent of Virgin Media Communications and its Subsidiaries to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that Virgin Media Communications or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, (ii) the issuance by Virgin Media Communications or VM FinanceCo of Capital Stock to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to Virgin Media Communications or VM FinanceCo, as the case may be, and/or (iii) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a parent of VM FinanceCo.

“Spin-Off” means a transaction by which all outstanding ordinary shares of Virgin Media Communications or a Parent of Virgin Media Communications directly or indirectly owned by the Ultimate Parent are distributed to all of the Ultimate Parent’s shareholders in proportion to such shareholders’ holdings in the Ultimate Parent at the time of such transaction either directly or indirectly through the distribution of shares in a company holding Virgin Media Communications’ shares or Parent’s shares.

“Spin Parent” means the company the shares of which are distributed to the shareholders of the Ultimate Parent pursuant to the Spin-Off.

“Successor Reporting Entity” means successor to New ListCo or any parent of the Company that files an Annual Report on Form 10-K with the SEC.

“Ultimate Parent” means New ListCo.

“Virgin Reporting Entity” refers to Virgin Media, or following any transaction whereby the Company is no longer a direct or indirect Subsidiary of Virgin Media, VM FinanceCo or another Parent of VM FinanceCo.

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(iii)          Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:

Section 4.03 Ongoing Reporting.

(a)              So long as the Notes are outstanding, the Company will furnish to the Trustee, without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders) and, in each case of clauses (2) and (3) below, will post on its website (or make similar disclosure); provided, however, that to the extent any reports are filed on the SEC’s website or the Company’s website, such reports shall be deemed to be furnished to the Trustee and the holders:

(1)           for so long as the Company is a direct or indirect Subsidiary of New ListCo and New ListCo (or any Successor Reporting Entity) files an Annual Report on Form 10-K with the SEC, a copy of such Annual Report within 120 days after the end of New ListCo’s (or such Successor Reporting Entity’s) year end;

(2)                within 150 days after the end of each fiscal year ending subsequent to the Issue Date, an annual report of the Virgin Reporting Entity, containing the following information: (a) audited combined or consolidated balance sheets of the Virgin Reporting Entity as of the end of the two most recent fiscal years and audited combined or consolidated income statements and statements of cash flow of the Virgin Reporting Entity for the three most recent fiscal years, in each case prepared in accordance with GAAP, including appropriate footnotes to such financial statements, and a report of the independent public accountants on the financial statements; (b) to the extent relating to such annual periods, an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; and (c) to the extent not included in the audited financial statements or operating and financial review, a description of the business, management and shareholders of the Company, all material affiliate transactions and a description of all material contractual arrangements, including material debt instruments; provided, however, that such reports need not (i) contain any segment data other than as required under GAAP or, for so long as the Company is a direct or indirect Subsidiary of New ListCo, as provided by New ListCo (or any Successor Reporting Entity) in its financial reports with respect to the period presented or (ii) include any exhibits;

(3)           within 60 days after each of the first three fiscal quarters in each fiscal year, a quarterly report of the Virgin Reporting Entity containing the following information: (a) unaudited consolidated financial statements of the Virgin Reporting Entity for such period, prepared in accordance with GAAP, and (b) an operating and financial review of such period including a discussion of the results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies, and material developments in the business of the Virgin Reporting Entity and its subsidiaries in such period and (c) information with respect to any material acquisition or disposal during the period provided, however, that such reports need not contain any segment data other than as required under GAAP or, for so long as the Company is a direct or indirect Subsidiary of New ListCo, as provided by New ListCo (or any Successor Reporting Entity) in its financial reports with respect to the period presented; and

(4)           within 10 days after the occurrence of such event, information with respect to (a) any change in the independent public accountants of the Virgin Reporting Entity (unless such change is made in conjunction with a change in the auditor of the Ultimate Parent), (b) any material acquisition or disposal, and (c) any material development in the business of the Company and the Restricted Subsidiaries.

(b)              If the Company has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries constitute

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Significant Subsidiaries of the Company, then the annual and quarterly information required by clauses (a)(2) and (a)(3) of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto or in a separate report delivered therewith, of the financial condition and results of operations of the Company and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries.

(c)               If the Company elects to apply for all purposes of the Indenture, in lieu of GAAP, IFRS pursuant to the definition of GAAP, then the annual and quarterly information required by clauses (a)(2) and (a)(3) of this covenant shall include a reconciliation, either in the footnotes thereto or in a separate report delivered therewith, of such IFRS presentation to the corresponding GAAP presentation of such financial information.

(d)              Notwithstanding the foregoing, the Company may satisfy its obligations under clauses (a)(2) and (a)(3) of this covenant by delivering the corresponding consolidated annual and quarterly reports of VM FinanceCo or any Parent of VM FinanceCo.

(e)               To the extent any material differences exist between the management, business, assets, shareholding or results of operations or financial condition of the Virgin Reporting Entity, VM FinanceCo or such Parent (as the case may be) and the Company, the annual and quarterly reports shall give a reasonably detailed description of such differences and include an unaudited reconciliation of the Company’s financial statements to Virgin Reporting Entity’s, VM FinanceCo’s or such Parent’s (as the case may be) financial statement; provided, however, that if the total revenues, Consolidated EBITDA or Total Assets of the Virgin Reporting Entity and its Subsidiaries, VM FinanceCo or such Parent (as the case may be) for any applicable period (on either a historical or pro forma basis) would deviate from any such measurement of the Company and the Restricted Subsidiaries by 5% or more, then a separate annual or quarterly report, as the case may be, shall be provided for the Company (in which case no report need be provided for the Virgin Reporting Entity, VM FinanceCo or such Parent (as the case may be)).

(f)               In addition, so long as the Notes remain outstanding and during any period during which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b) of the Exchange Act, the Issuer shall furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

(g)The Issuer will at all times comply with TIA §314(a).

SECTION 5. Ancillary Consents

The Holders of the Notes, by delivery of their Consents (i) expressly authorize and direct the Trustee, without the further consent of the Holders, to waive and amend any and all other provisions of the Indenture and the Notes that would prohibit the consummation of any of the transactions contemplated by the amendments and waivers set forth in Sections 3 and 4 hereof (or that would require the making of a Repurchase Offer) and expressly authorize such amendments and waivers notwithstanding any other provision of the Indenture and (ii) expressly authorize and direct the Trustee to enter into and all amendments to the Indenture to permit and facilitate the amendments and waivers set forth in Sections 3 and 4 hereof, in each case, to the extent such waiver or amendment is necessary or advisable to give effect to and/or reflect the amendments and waivers set forth in Sections 3 and 4 hereof (including with respect to supplementing, modifying and amending the terms of the Notes in such a manner as necessary to make the Notes consistent with the Indenture). The Holders of the Notes, by delivery of their Consents, authorize the making of any and all changes to the Indenture and the Notes necessary to effect to the amendments and waivers set forth in Sections 3 and 4 hereof.

SECTION 6. Conforming Changes

In accordance with Section 9.02 of the Indenture, the Holders of the Notes by delivery of their Consents, permit and approve any and all conforming changes, including conforming amendments

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and./or waivers, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Supplemental Indenture.

SECTION 7. Global Notes

Each Global Note, with effect on and from the date hereof and subject to becoming operative, pursuant to Section 2 hereof shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the amendments and waivers set forth in Sections 3 and 4 hereof.

SECTION 8. Ratification and Effect

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

Upon and after the execution of this Supplemental Indenture, each reference in the Indenture shall mean and be a reference to the Indenture as modified hereby.

SECTION 9. Governing Law

THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).

SECTION 10. The Trustee

The recitals in the Supplemental Indenture shall be taken as the statements of the Issuer, the Parent, VM FinanceCo, the Company and the Subsidiary Guarantors, and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement or confirmation to any document is necessary to implement such amendments and waivers, including those contained herein, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee.

SECTION 11. Effect of Headings

The section headings are for convenience only and shall not affect the construction hereof.

SECTION 12. Conflicts

To the extent of any inconsistency between the terms of the Indenture or the Global Notes and this Supplemental Indenture, the terms of this Supplemental Indenture will control.

SECTION 13. Entire Agreement

This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein.

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SECTION 14. Successors

All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors.

SECTION 15. Miscellaneous

(A)            In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby.

(B)            The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement, binding on the parties hereto.

[Signatures on following pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

SIGNATURES

Dated as of February 13, 2013
	VIRGIN MEDIA SECURED FINANCE PLC
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA INC.
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA FINANCE PLC
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA INVESTMENTS LIMITED
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	BARNSLEY CABLE COMMUNICATIONS LIMITED
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

BCMV LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
BIRMINGHAM CABLE LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
CABLE CAMDEN LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
CABLE ENFIELD LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
CABLE HACKNEY & ISLINGTON LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
CABLE HARINGEY LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

DONCASTER CABLE COMMUNICATIONS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
EUROBELL (SOUTH WEST) LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
EUROBELL (SUSSEX) LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
EUROBELL (WEST KENT) LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
EUROBELL INTERNET SERVICES LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
HALIFAX CABLE COMMUNICATIONS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

MIDDLESEX CABLE LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL BUSINESS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS BOLTON
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS BROMLEY
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS BURY & ROCHDALE
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS CHESHIRE
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

NTL CABLECOMMS DERBY
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS GREATER MANCHESTER
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS MACCLESFIELD
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS OLDHAM & TAMESIDE
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS SOLENT
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS STAFFORDSHIRE
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

NTL CABLECOMMS STOCKPORT
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS SURREY
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS SUSSEX
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS WESSEX
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CABLECOMMS WIRRAL
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL CAMBRIDGE LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

NTL KIRKLEES
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL MIDLANDS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
NTL WIRRAL TELEPHONE AND CABLE TV COMPANY
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
SHEFFIELD CABLE COMMUNICATIONS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
TELEWEST COMMUNICATIONS (MIDLANDS & NORTH WEST) LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

TELEWEST COMMUNICATIONS NETWORKS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
TELEWEST UK LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
VIRGIN MEDIA BUSINESS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
VIRGIN MEDIA LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
VIRGIN MEDIA PAYMENTS LTD
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
VIRGIN MEDIA SFA FINANCE LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

		VMWH LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		VIRGIN MOBILE GROUP (UK) LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		VIRGIN MOBILE HOLDINGS (UK) LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		VIRGIN MOBILE TELECOMS LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		VIRGIN NET LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
In the presence of the following witness:		TELEWEST COMMUNICATIONS GROUP LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director

		VMIH SUB LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		WAKEFIELD CABLE COMMUNICATIONS LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		X-TANT LIMITED
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
In the presence of the following witness:		NTL GLASGOW
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director
In the presence of the following witness:		TELEWEST COMMUNICATIONS (CUMBERNAULD) LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director
In the presence of the following witness:		TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

In the presence of the following witness:		TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director
In the presence of the following witness:		TELEWEST COMMUNICATIONS (FALKIRK) LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director
In the presence of the following witness:		TELEWEST COMMUNICATIONS (GLENROTHES) LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director
In the presence of the following witness:		TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED
By:	/s/ Gregory Nardini	By:	/s/ Caroline Withers
Name:	Gregory Nardini	Name:	Caroline Withers
Address:	Talisman, Stanley Road, Bulphan RM14 3RX	Title:	Director
		AVON CABLE JOINT VENTURE, by its partners:
		Avon Cable Limited Partnership
		By: Theseus No. 1 Limited, Avon Cable Limited Partnership’s general partner
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director
		By: Theseus No. 2 Limited, Avon Cable Limited Partnership’s general partner
		By:	/s/ Caroline Withers
		Name:	Caroline Withers
		Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

Telewest Commnications (South West) Limited
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
TELEWEST COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE, by its partners:
London South Cable Limited Partnership
By: United Cable (London South) Limited Partnership, its managing partner
By: Theseus No. 1 Limited, United Cable (London South) Limited Partnership’s general partner
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
By: Theseus No. 2 Limited, United Cable (London South) Limited   Partnership’s general partner
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
Telewest communications (London South) Limited
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
TELEWEST COMMUNICATIONS (NORTH EAST) PARTNERSHIP, by its partners:
Tyneside Cable Limited Partnership
By: Theseus No. 1 Limited, Tyneside Cable Limited Partnership’s general partner
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

By: Theseus No. 2 Limited, Tyneside Cable Limited Partnership’s general partner
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
Telewest Communications (North East) Limited
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
Telewest Communications (Tyneside) Limited
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

[Signature Page for Supplemental Indenture for the 2018 Notes]

THE BANK OF NEW YORK  MELLON
By:	/s/ Beth Kleeh
Name:	Beth Kleeh
Title:	Vice President

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
By:	/s/ Beth Kleeh
Name:	Beth Kleeh
Title:	Vice President

EX-4.2

Exhibit 4.2

VIRGIN MEDIA FINANCE PLC,
as Issuer

VIRGIN MEDIA INC.,
as Parent

VIRGIN MEDIA GROUP LLC,

VIRGIN MEDIA HOLDINGS INC.,

VIRGIN MEDIA (UK) GROUP, INC.,

VIRGIN MEDIA COMMUNICATIONS LIMITED,

as Intermediate Guarantors

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,

VIRGIN MEDIA INVESTMENTS LIMITED

as Senior Subordinated Subsidiary Guarantors

8.375% Senior Notes due 2019
8.875% Senior Notes due 2019

SECOND SUPPLEMENTAL INDENTURE

Dated as of February 13, 2013

THE BANK OF NEW YORK MELLON,

as Trustee and Paying Agent

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

as Luxembourg Paying Agent

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SECOND SUPPLEMENTAL INDENTURE, dated as of February 13, 2013, among Virgin Media Finance PLC (f/k/a/ NTL Cable PLC), a public limited company organized under the laws of England and Wales (the “Issuer”), Virgin Media Inc. (f/k/a NTL Incorporated), a Delaware corporation (“Parent”), Virgin Media Group LLC (f/k/a NTL:Telewest LLC), a Delaware limited liability company (the “Company”), Virgin Media Holdings Inc. (f/k/a NTL Holdings Inc.), a Delaware corporation (“Holdings”), Virgin Media (UK) Group, Inc. (f/k/a NTL (UK) Group, Inc.), a Delaware corporation (“UK Holdco”), Virgin Media Communications Limited (f/k/a NTL Communications Limited), a limited company organized under the laws of England and Wales, Virgin Media Investment Holdings Limited (f/k/a NTL Investment Holdings Limited), a limited company organized under the laws of England and Wales (“VMIH”), Virgin Media Investments Limited, a limited company organized under the laws of England and Wales (“VMIL”, and together with VMIH, the “Senior Subordinated Subsidiary Guarantors”), The Bank of New York Mellon, as trustee (the “Trustee”) and paying agent (the “Paying Agent), The Bank of New York Mellon (Luxembourg S.A) as Luxembourg Paying Agent (and together with the Paying Agent, the “Paying Agent”), to the Indenture, dated as of November 9, 2009 among such parties (as amended by the first supplemental indenture dated as of December 30, 2009, the “Indenture”). All references to the “Indenture” shall be to the Indenture and, as applicable, this Supplemental Indenture.

WHEREAS, the Issuer, the Parent, the Company, Holdings, UK Holdco, the Senior Subordinated Subsidiary Guarantors, the Trustee and the Paying Agent have heretofore executed and delivered, as applicable, the Indenture;

WHEREAS, Section 9.02 of the Indenture provides that the Parent, the Intermediate Guarantors, the Issuer, the Senior Subordinated Subsidiary Guarantors and the Trustee may amend or supplement the Indenture, the Notes and the Note Guarantees with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding;

WHEREAS, Liberty Global, Inc. (“LGI”) and certain of its subsidiaries (“Merger Subs”) entered into a merger agreement (the “Merger Agreement”), with the Parent, pursuant to which, through a series of intermediate steps and transactions, one of the Merger Subs will merge with Parent (the “Change of Control Transaction”);

WHEREAS, the purpose of this Supplemental Indenture is to (1) waive certain provisions of the Indenture that would require a Repurchase Offer upon the Change of Control Transaction and waive any and all other defaults that might result from the consummation of the Change of Control Transaction, (2) amend the definition of “Change of Control”, (3) amend Section 4.03 of the Indenture, and (4) amend or add relevant definitions in the Indenture relating to the foregoing, in each case as described in the Consent Solicitation Statement distributed to Holders on February 6, 2013 (the “February 2013 Consent Solicitation Statement”);

WHEREAS, all requirements necessary to make this Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been done and performed, and the execution and delivery of this Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the premises hereof, the parties have executed and delivered this Supplemental Indenture, and the Issuer, the Parent, the Intermediate Guarantors, the Senior Subordinated Subsidiary Guarantors, and the Trustee agree for the benefit of each other and for the equal and ratable benefit of the Holders, as follows:

SECTION 1. Capitalized Terms

Any capitalized term used herein and not otherwise defined herein shall have the meaning assigned to such term in the Indenture.

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SECTION 2. Effectiveness; Conditions Precedent

(A)         Each of the Issuer, the Parent, the Intermediate Guarantors and the Senior Subordinated Subsidiary Guarantors, represents and warrants that each of the conditions precedent to the amendment and supplement of the Indenture (including such conditions pursuant to Section 9.02 of the Indenture) have been satisfied in all respects. Pursuant to Section 9.02 of the Indenture, the Holders of at least a majority in principal amount of the outstanding Notes voting as a single class have consented to the waivers and amendments set forth in the February 2013 Consent Solicitation Statement with respect to the Notes and the Indenture and have authorized and directed the Trustee to execute this Supplemental Indenture. The Issuer, the Parent, the Intermediate Guarantors, the Senior Subordinated Subsidiary Guarantors and the Trustee are on this date executing this Supplemental Indenture which will become effective on the date hereof.

(B)         The waivers and amendments set forth in Sections 3 and 4 hereof shall become operative in respect of the Notes, and the terms of the Indenture and each Global Note shall be waived, amended, supplemented, modified or deleted as provided for in Sections 3 and 4 below, (i) upon execution of this supplemental indenture with respect to Section 3 below and (ii) upon the Consummation of the Change of Control Transaction with respect to Section 4, in accordance with the terms of the February 2013 Consent Solicitation Statement which shall be evidenced by delivery to the Trustee of a notice confirming the consummation of the Change of Control Transaction by the Issuer. If the Trustee receives written notice from the Issuer that the Waiver Payment (as defined in the February 2013 Consent Solicitation Statement) or the Amendment Payment (as defined in the February 2013 Consent Solicitation Statement) is not made promptly following the Expiration Time (as defined in the February 2013 Consent Solicitation Statement) or the Amendment Payment Date (as defined in the February 2013 Consent Solicitation Statement), respectively, in accordance with the terms of the February 2013 Consent Solicitation Statement, this Supplemental Indenture shall terminate immediately without any waivers or amendments contained in Sections 3 and 4 hereof becoming or remaining operative, as applicable, and without the need for further action hereunder or thereunder.

SECTION 3. Waivers

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, all Holders and every subsequent Holder of the Notes shall be bound by the following waivers with respect to the Indenture and the Notes:

The Holders expressly waive the right to a Repurchase Offer pursuant to Section 4.15 of the Indenture (Offer to Repurchase Upon Change of Control) in connection with the Change of Control Transaction, such that the Holders will not be able to require the Issuer to repurchase their Notes as a result of the Change of Control resulting from the Change of Control Transaction, and waive any and all defaults under the Indenture that may arise as a result of the consumation of the Change of Control Transaction.

SECTION 4. Indenture Amendments

Pursuant to Section 9.02 of the Indenture and subject to Section 2 hereof, the Indenture is hereby amended as follows:

(i)            The definition of “Change of Control” in Section 1.01 of the Indenture is hereby deleted in its entirety and replaced with the following:

“Change of Control” means:

(1)           Virgin Media Communications (a) ceases to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Issuer and (b) ceases, by virtue of any powers conferred by the articles of association or other documents regulating the Issuer to, directly or indirectly, direct or cause the direction of management and policies of the Issuer;

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(2)           The sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation) in one or a series of related transactions, of all or substantially all of the assets of the Issuer and the Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) other than a Permitted Holder; or

(3)           The adoption by the stockholders of the Issuer of a plan or proposal for the liquidation or dissolution of the Issuer, other than a transaction complying with the covenant described under Section 5.01,

provided that a Change of Control shall not be deemed to have occurred pursuant to clause (1) of this definition upon the consummation of the Post-Closing Reorganization or a Spin-Off.

Notwithstanding the foregoing, upon consummation of the Post-Closing Reorganization or a Spin- Off, “Virgin Media Communications” in clause (1) will be replaced with New Immediate Holdco, in respect of the Post-Closing Reorganization, and the Spin Parent, in respect of a Spin-Off.

(ii)The following definitions are hereby added to Section 1.01 of the Indenture in their relevant alphabetical location:

“New Immediate Holdco” means the direct Subsidiary of the Ultimate Parent following the Post Closing Reorganization.

“New Listco” means Lynx Europe Limited, together with its successors.

“Post-Closing Reorganizations” means (i) a distribution or other transfer of Virgin Media Communications and its Subsidiaries or a Parent of Virgin Media Communications to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent through one or more mergers, transfers, consolidations or other similar transactions such that Virgin Media Communications and its Subsidiaries or such Parent will become the direct Subsidiary of the Ultimate Parent or such other direct Subsidiary of the Ultimate Parent, (ii) the issuance by Virgin Media Communications or VM FinanceCo of Capital Stock to the Ultimate Parent or another direct Subsidiary of the Ultimate Parent and, as consideration therefor, the assignment by the Ultimate Parent or a direct Subsidiary of the Ultimate Parent of a loan receivable to Virgin Media Communications or VM FinanceCo, as the case may be, and/or (iii) the insertion of a new entity as a direct Subsidiary of Virgin Media Communications, which new entity will become a Parent of VM FinanceCo.

“Spin-Off” means a transaction by which all outstanding ordinary shares of Virgin Media Communications or a Parent of Virgin Media Communications directly or indirectly owned by the Ultimate Parent are distributed to all of the Ultimate Parent’s shareholders in proportion to such shareholders’ holdings in the Ultimate Parent at the time of such transaction either directly or indirectly through the distribution of shares in a company holding Virgin Media Communications’ shares or Parent’s shares.

“Spin Parent” means the company the shares of which are distributed to the shareholders of the Ultimate Parent pursuant to the Spin-Off.

“Successor Reporting Entity” means successor to New ListCo or any Parent of the Issuer that files an Annual Report on Form 10-K with the SEC.

“Ultimate Parent” means New ListCo.

“Virgin Media Communications” means Virgin Media Communications Limited, a company incorporated under the laws of England and Wales, together with its successors (by merger, consolidation, transfer, conversion of legal form or otherwise).

“Virgin Reporting Entity” refers to Virgin Media, or following any transaction whereby the Issuer is no longer a direct or indirect Subsidiary of Virgin Media, the Issuer or another Parent of VM FinanceCo.

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(iii)          Section 4.03 of the Indenture is hereby amended and restated in its entirety as follows:

Section 4.03 Ongoing Reporting.

(a)           So long as the Notes are outstanding, the Issuer will furnish to the Trustee without cost to the Trustee (who, at the Issuer’s expense, will furnish by mail to the Holders), and, in each case of clauses (2) and (3) below, will post on its website (or make similar disclosure); provided, however, that to the extent any reports are filed on the SEC’s website or the Company’s website, such reports shall be deemed to be furnished to the Trustee and the holders:

(1)           for so long as the Issuer is a direct or indirect Subsidiary of New ListCo and New ListCo (or any Successor Reporting Entity) files an Annual Report on Form 10-K with the SEC, a copy of such Annual Report within 120 days after the end of New ListCo’s (or such Successor Reporting Entity’s) year end;

(2)        within 150 days after the end of each fiscal year ending subsequent to the Issue Date, an annual report of the Virgin Reporting Entity, containing the following information: (a) audited combined or consolidated balance sheets of the Virgin Reporting Entity as of the end of the two most recent fiscal years and audited combined or consolidated income statements and statements of cash flow of the Virgin Reporting Entity for the three most recent fiscal years, in each case prepared in accordance with GAAP, including appropriate footnotes to such financial statements, and a report of the independent public accountants on the financial statements; (b) to the extent relating to such annual periods, an operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies; and (c) to the extent not included in the audited financial statements or operating and financial review, a description of the business, management and shareholders of Virgin Reporting Entity, all material affiliate transactions and a description of all material debt instruments; provided, however, that such reports need not (i) contain any segment data other than as required under GAAP or, for so long as the Issuer is a direct or indirect Subsidiary of New ListCo, as provided by New ListCo (or any Successor Reporting Entity) in its financial reports with respect to the period presented or (ii) include any exhibits;

(3)           within 60 days after each of the first three fiscal quarters in each fiscal year, a quarterly report of the Virgin Reporting Entity containing the following information: (a) unaudited consolidated financial statements of the Virgin Reporting Entity for such period, prepared in accordance with GAAP, and (b) an operating and financial review of such period including a discussion of the results of operations, financial condition, and liquidity and capital resources, and a discussion of material commitments and contingencies and critical accounting policies and material developments in the business of the Virgin Reporting Entity and its Subsidiaries in such period, and (c) information with respect to any material acquisition or disposal during the period provided, however, that such reports need not contain any segment data other than as required under GAAP or, for so long as the Issuer is a direct or indirect Subsidiary of New ListCo, as provided by New ListCo (or any Successor Reporting Entity) in its financial reports with respect to the period presented; and

(4)           within 10 days after the occurrence of such event, information with respect to (a) any change in the independent public accountants of the Virgin Reporting Entity (unless such change is made in conjunction with a change in the auditor of the Ultimate Parent), (b) any material acquisition or disposal, and (c) any material development in the business of the Issuer and the Restricted Subsidiaries.

(b)           If the Issuer has designated any of the Restricted Subsidiaries as Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries constitute Significant

5

Subsidiaries of the Issuer, then the annual and quarterly information required by clauses (a)(2) and (a)(3) of this covenant shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto or in a separate report delivered therewith, of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries..

(c)           If the Issuer elects to apply for all purposes of the Indenture, in lieu of GAAP, IFRS pursuant to the definition of GAAP set forth below under “ — Certain Definitions” then the annual and quarterly information required by clauses (a)(2) and (a)(3) of this covenant shall include a reconciliation, either in the footnotes thereto or in a separate report delivered therewith, of such IFRS presentation to the corresponding GAAP presentation of such financial information.

(d)           Notwithstanding the foregoing, the Issuer may satisfy its obligations under clauses (a)(2) and (a)(3) of this covenant by delivering the corresponding consolidated annual and quarterly reports of the Issuer or any Parent of the Issuer.

(e)           To the extent any material differences exist between the management, business, assets, shareholding or results of operations or financial condition of the Virgin Reporting Entity, the Issuer or such Parent (as the case may be) and the Issuer, the annual and quarterly reports shall give a reasonably detailed description of such differences and include an unaudited reconciliation of the Company’s financial statements to Virgin Reporting Entity’s, the Issuer’s or such Parent’s (as the case may be) financial statement; provided, however, that if the total revenues, Consolidated EBITDA or Total Assets of the Virgin Reporting Entity, the Issuer or such Parent (as the case may be) and its Subsidiaries for any applicable period (on either a historical or pro forma basis) would deviate from any such measurement of the Issuer and the Restricted Subsidiaries by 5% or more, then a separate annual or quarterly report, as the case may be, shall be provided for the Issuer (in which case no report need be provided for the Virgin Reporting Entity, the Issuer or such Parent (as the case may be)).

(f)            In addition, so long as the Notes remain outstanding and during any period during which the Issuer is not subject to Section 13 or 15(d) of the Exchange Act nor exempt therefrom pursuant to Rule 12g3-2(b) of the Exchange Act, the Issuer shall furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

SECTION 5. Ancillary Consents

The Holders of the Notes, by delivery of their Consents (i) expressly authorize and direct the Trustee, without the further consent of the Holders, to waive and amend any and all other provisions of the Indenture and the Notes that would prohibit the consummation of any of the transactions contemplated by the amendments and waivers set forth in Sections 3 and 4 hereof (or that would require the making of a Repurchase Offer) and expressly authorize such amendments and waivers notwithstanding any other provision of the Indenture and (ii) expressly authorize and direct the Trustee to enter into and all amendments to the Indenture to permit and facilitate the amendments and waivers set forth in Sections 3 and 4 hereof, in each case, to the extent such waiver or amendment is necessary or advisable to give effect to and/or reflect the amendments and waivers set forth in Sections 3 and 4 hereof (including with respect to supplementing, modifying and amending the terms of the Notes in such a manner as necessary to make the Notes consistent with the Indenture). The Holders of the Notes, by delivery of their Consents, authorize the making of any and all changes to the Indenture and the Notes necessary to give effect to the amendments and waivers set forth in Sections 3 and 4 hereof.

SECTION 6. Conforming Changes

In accordance with Section 9.02 of the Indenture, the Holders of the Notes by delivery of their Consents, permit and approve any and all conforming changes, including conforming amendments and/or waivers, to the Notes and any related documents and any documents appended thereto that may be required by, or as a result of, this Supplemental Indenture.

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SECTION 7. Global Notes

Each Global Note, with effect on and from the date hereof and subject to becoming operative, pursuant to Section 2 hereof shall be deemed supplemented, modified and amended in such manner as necessary to make the terms of such Global Note consistent with the terms of the Indenture, as amended by this Supplemental Indenture and giving effect to the amendments and waivers set forth in Sections 3 and 4 hereof.

SECTION 8. Ratification and Effect

Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

Upon and after the execution of this Supplemental Indenture, each reference in the Indenture shall mean and be a reference to the Indenture as modified hereby.

SECTION 9. Governing Law

THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).

SECTION 10. The Trustee

The recitals in the Supplemental Indenture shall be taken as the statements of the Issuer, the Parent, the Intermediate Guarantors, the Senior Subordinated Subsidiary Guarantors and the Trustee assumes no responsibility for their correctness. The Trustee shall not be responsible or accountable in any manner whatsoever for or with respect to the validity or sufficiency of this Supplemental Indenture. The Trustee shall be under no duty whatsoever to make any determination whether any execution, modification, amendment, supplement or confirmation to any document is necessary to implement such amendments and waivers, including those contained herein, and shall be entitled to conclusively rely on the documentation required to be provided under the terms of the Indenture in a form reasonably satisfactory to the Trustee.

SECTION 11. Effect of Headings

The section headings are for convenience only and shall not affect the construction hereof.

SECTION 12. Conflicts

To the extent of any inconsistency between the terms of the Indenture or the Global Notes and this Supplemental Indenture, the terms of this Supplemental Indenture will control.

SECTION 13. Entire Agreement

This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the amendments to the Indenture set forth herein.

SECTION 14. Successors

All covenants and agreements in this Supplemental Indenture given by the parties hereto shall bind their successors.

7

SECTION 15. Miscellaneous

(A)             In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Indenture shall not in any way be affected or impaired thereby.

(B)             The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement, binding on the parties hereto.

[Signatures on following pages]

8

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first written above.

SIGNATURES

Dated as of February 13, 2013
	VIRGIN MEDIA FINANCE PLC
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA INC.
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA GROUP LLC
	By:	/s/ James F Mooney
	Name:	James Mooney
	Title:	Director
	VIRGIN MEDIA HOLDINGS INC
	By:	/s/ James F Mooney
	Name:	James Mooney
	Title:	Director
	VIRGIN MEDIA (UK) GROUP, INC.
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director
	VIRGIN MEDIA COMMUNICATIONS LIMITED
	By:	/s/ Caroline Withers
	Name:	Caroline Withers
	Title:	Director

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director
VIRGIN MEDIA INVESTMENTS LIMITED
By:	/s/ Caroline Withers
Name:	Caroline Withers
Title:	Director

THE BANK OF NEW YORK MELLON
By:	/s/ Beth Kleeh
Name:	Beth Kleeh
Title:	Vice President

THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
By:	/s/ Beth Kleeh
Name:	Beth Kleeh
Title:	Vice President

EX-99.1

Exhibit 99.1

Virgin Media Announces Required Consents Received In Its 2018 Notes Consent Solicitation

LONDON, February 13, 2012 - Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced that the consent solicitation, undertaken at the request of Liberty Global, Inc. (“LGI”) in order to facilitate the funding by LGI in connection with the proposed merger of LGI and Virgin Media, by its subsidiary Virgin Media Secured Finance PLC (“VMSF”) with respect to holders of VMSF’s dollar denominated 6.50% senior secured notes due 2018 and sterling denominated 7.00% senior secured notes due 2018 (collectively, the “2018 Notes”) has been successful and has obtained the required consents necessary to approve the proposed amendments (the “Amendments”) and waivers (the “Waivers”) to certain provisions of the indenture governing the 2018 Notes set forth in the consent solicitation statement dated February 6, 2013 (the “Consent Solicitation Statement”).

The adoption of the Amendments and the Waivers required the consents of the holders of at least a majority in principal amount of the then outstanding 2018 Notes voting as a single class. A majority of noteholders (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline (as such term is defined in the Consent Solicitation Statement). The solicitations of consents for the Waivers and Amendments with respect to the 2018 Notes was independent of the concurrent consent solicitations undertaken by VMSF and Virgin Media Finance PLC (“VMF”), respectively, with respect to VMSF’s senior secured notes due 2021 and VMF’s senior notes due 2019.

A supplemental indenture has been entered into with respect to the 2018 Notes containing the Waivers and Amendments and binds all holders of the 2018 Notes, including those that did not give their consent, though non-consenting holders will not receive the consent payment.

The Waivers waive noteholders’ right to require VMSF, as issuer of the 2018 Notes to offer to repurchase such holder’s notes as a result of the change of control resulting from the proposed merger with LGI and all other defaults that might result from the merger. The Waivers are effective and operative as of the date hereof.

The Amendments are effective for the 2018 Notes but will be operative only upon the successful conclusion of the merger. The Amendments (i) change the definition of “Change of Control” to reflect the ownership of Virgin Media following the recently announced merger and modify certain change of control triggering events in the indentures, (ii) allow the ongoing reporting covenants to be satisfied through the provision of reports by a new U.K. public limited company which will directly own LGI and Virgin Media following the merger and Virgin Media (or its successor) and (iii) amend certain other provisions of the indentures as described in the Consent Solicitation Statement.

Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, with respect to the 2018 Notes, VMSF will make a cash payment in consideration of the consents to the Waivers at or promptly after the Expiration Time of $1.25 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the 2018 Notes and £1.25 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the 2018 Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time (as such term is defined in the Consent Solicitation Statement).

Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, with respect to the 2018 Notes, VMSF will make a cash payment in consideration of the consents to the Amendments at or promptly after the consummation of the merger of $3.75 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the 2018 Notes and £3.75 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the 2018 Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time.

The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The solicitation, as well as the concurrent solicitations with respect to VMSF’s senior secured notes due 2021 and VMF’s senior notes due 2019, will expire at 5:00 pm New York time on February 14, 2013. VMSF may, in its sole discretion, terminate, extend or amend any consent solicitation at any time as described in the Consent Solicitation Statement.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. No recommendation is being made as to whether holders of 2018 Notes should consent to the Amendments or the Waivers. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

Forward-Looking Statements

Virgin Media cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under ‘Risk Factors’ and elsewhere in Virgin Media’s annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on February 7, 2013, as amended. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

For further information, contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 1256 753037 / richard.williams@virginmedia.co.uk

Vani Bassi: +44 (0) 1256 752347 / vani.bassi@virginmedia.co.uk

Phil Rudman : +44 (0)1256 752677 / phil.rudman@virginmedia.co.uk

Media Contacts

At Tavistock Communications

Lulu Bridges: +44 (0) 20 7920 3150 / lbridges@tavistock.co.uk

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

EX-99.2

Exhibit 99.2

Virgin Media Announces Required Consents Received In Its 2019 Notes Consent Solicitation

LONDON, February 13, 2012 - Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced that the consent solicitation, undertaken at the request of Liberty Global, Inc. (“LGI”) in order to facilitate the funding by LGI in connection with the proposed merger of LGI and Virgin Media, by its subsidiary Virgin Media Finance PLC (“VMF”) with respect to holders of VMF’s dollar denominated 8.375% senior notes due 2019 and sterling denominated 8.875% senior notes due 2019 (collectively, the “2019 Notes”) has been successful and has obtained the required consents necessary to approve the proposed amendments (the “Amendments”) and waivers (the “Waivers”) to certain provisions of the indenture governing the 2019 Notes set forth in the consent solicitation statement dated February 6, 2013 (the “Consent Solicitation Statement”).

The adoption of the Amendments and the Waivers required the consents of the holders of at least a majority in principal amount of the then outstanding 2019 Notes voting as a single class. A majority of noteholders (voting as a single class) have submitted their consents and not validly withdrawn them prior to the Revocation Deadline (as such term is defined in the Consent Solicitation Statement). The solicitations of consents for the Waivers and Amendments with respect to the 2019 Notes was independent of the concurrent consent solicitations undertaken by Virgin Media Secured Finance PLC (“VMSF”), with respect to VMSF’s senior secured notes due 2018 and 2021.

A supplemental indenture has been entered into with respect to the 2019 Notes containing the Waivers and Amendments and binds all holders of the 2019 Notes, including those that did not give their consent, though non-consenting holders will not receive the consent payment.

The Waivers waive noteholders’ right to require VMF, as issuer of the 2019 Notes to offer to repurchase such holder’s notes as a result of the change of control resulting from the proposed merger with LGI and all other defaults that might result from the merger. The Waivers are effective and operative as of the date hereof.

The Amendments are effective for the 2019 Notes but will be operative only upon the successful conclusion of the merger. The Amendments (i) change the definition of “Change of Control” to reflect the ownership of Virgin Media following the recently announced merger and modify certain change of control triggering events in the indentures, (ii) allow the ongoing reporting covenants to be satisfied through the provision of reports by a new U.K. public limited company which will directly own LGI and Virgin Media following the merger and Virgin Media (or its successor) and (iii) amend certain other provisions of the indentures as described in the Consent Solicitation Statement.

Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, with respect to the 2019 Notes, VMF will make a cash payment in consideration of the consents to the Waivers at or promptly after the Expiration Time of $1.25 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the 2019 Notes and £1.25 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the 2019 Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time (as such term is defined in the Consent Solicitation Statement).

Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, with respect to the 2019 Notes, VMF will make a cash payment in consideration of the consents to the Amendments at or promptly after the consummation of the merger of $3.75 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the 2019 Notes and £3.75 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the 2019 Notes who has validly delivered, and not validly revoked, a duly executed consent prior to the Expiration Time.

The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement. The solicitation, as well as the concurrent solicitations with respect to VMSF’s senior secured notes due 2018 and 2021, will expire at 5:00 pm New York time on February 14, 2013. VMF may, in its sole discretion, terminate, extend or amend any consent solicitation at any time as described in the Consent Solicitation Statement.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. No recommendation is being made as to whether holders of 2019 Notes should consent to the Amendments or the Waivers. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

Forward-Looking Statements

Virgin Media cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under ‘Risk Factors’ and elsewhere in Virgin Media’s annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on February 7, 2013, as amended. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

For further information, contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 1256 753037 / richard.williams@virginmedia.co.uk

Vani Bassi: +44 (0) 1256 752347 / vani.bassi@virginmedia.co.uk

Phil Rudman : +44 (0)1256 752677 / phil.rudman@virginmedia.co.uk

Media Contacts

At Tavistock Communications,

Lulu Bridges: +44 (0) 20 7920 3150 / lbridges@tavistock.co.uk

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

EX-99.3

Exhibit 99.3

Virgin Media Announces the Expiration of Consent Solicitations Relating to Certain Outstanding Notes

LONDON, February 15, 2013 - Virgin Media Inc. (“Virgin Media”) (NASDAQ:VMED) (LSE:VMED) today announced the expiration of the consent solicitations by its subsidiaries Virgin Media Finance PLC (“VMF”) and Virgin Media Secured Finance PLC (“VMSF”) in accordance with the terms of the consent solicitation statements distributed on February 6, 2013, relating to VMF’s dollar denominated 8.375% senior notes due 2019 and sterling denominated 8.875% senior notes due 2019 (collectively, the “2019 Notes”) and VMSF’s dollar denominated 6.50% senior secured notes due 2018 and sterling denominated 7.00% senior secured notes due 2018 (collectively, the “2018 Notes”) and dollar denominated 5.25% senior secured notes due 2021 and sterling denominated 5.50% senior secured notes due 2021 (collectively, the “2021 Notes”).

As previously announced, VMF and VMSF have received the consents of the holders of at least a majority in principal amount of the then outstanding 2018 Notes and 2019 Notes to approve amendments (the “Proposed Amendments”) and waive (the “Proposed Waivers”) certain provisions of the indentures governing the 2018 Notes and 2019 Notes.  As of 5:00 pm New York time on February 14, 2013 (the “Expiration Time”) the requisite level of consents for the 2021 Notes had not been received and the consent solicitation related thereto expired and will not be extended.

The Proposed Amendments are effective for each of the 2018 Notes and the 2019 Notes but will be operative only upon the successful conclusion of the planned merger with Liberty Global Inc.  VMF and VMSF will make a cash payment of $5.00 per $1,000 in aggregate principal amount of dollar denominated notes held by each holder of the 2018 Notes and 2019 Notes and £5.00 per £1,000 in aggregate principal amount of sterling denominated notes held by each holder of the 2018 Notes and 2019 Notes who has validly delivered their consent prior to the Expiration Time.

The cash payment will be made in two installments, the first being 25% of the cash payment, which represents payments for the Proposed Waivers, and the second being 75% of the cash payment, which represents payment for the Proposed Amendments. Payments related to the Proposed Waivers were made on February 15, 2013. Payments related to the Proposed Amendments will be made on or promptly after the consummation of the merger.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security.

Forward-Looking Statements

Virgin Media cautions you that statements included in this announcement that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause Virgin Media’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. Certain of these factors are discussed in more detail under ‘Risk Factors’ and elsewhere in Virgin Media’s annual report on Form 10-K as filed with the U.S. Securities and Exchange Commission (SEC) on February 7, 2013. There can be no assurance that the transactions contemplated in this announcement will be completed. Virgin Media assumes no obligation to update any forward-looking statement included in this announcement to reflect events or circumstances arising after the date on which it was made.

For further information, contact:

Virgin Media Investor Relations

Richard Williams: +44 (0) 1256 753037 / richard.williams@virginmedia.co.uk

Vani Bassi: +44 (0) 1256 752347 / vani.bassi@virginmedia.co.uk

Phil Rudman : +44 (0)1256 752677 / phil.rudman@virginmedia.co.uk

Media Contacts

At Tavistock Communications, Lulu Bridges: +44 (0) 20 7920 3150 / lbridges@tavistock.co.uk