Dated 3 March 2011 VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED (VMIH and each of its subsidiaries listed on the signature pages hereto, such subsidiaries and VMIH, together, as the Confirming Parties) and DEUTSCHE BANK AG, LONDON BRANCH (as Security Trustee) and THE BANK OF NEW YORK MELLON (as Trustee under the New Notes) CONFIRMATIONDEED

/s/ KARAN CHOPRA

Karan Chopra

99 City Road

London

EC1Y 1AX

Print full name of Witness

Address of Witness

EX-4.7 3 dex47.htm SCOTTISH CONFIRMATION DEED DATED AS OF MARCH 3 2011 Scottish Confirmation Deed dated as of March 3 2011

Exhibit 4.7

Dated 3 March 2011

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

(“VMIH” and each of its subsidiaries listed on the signature pages hereto, such subsidiaries and VMIH,

together, as the Confirming Parties)

and

DEUTSCHE BANK AG, LONDON BRANCH

(as Security Trustee)

and

THE BANK OF NEW YORK MELLON

(as Trustee under the New Notes)

CONFIRMATION DEED

THIS CONFIRMATION DEED (this “Deed”) is made

AMONG:

(1)	VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED, a company incorporated in England and Wales with registered company number 03173552 (“VMIH”), and each of its subsidiaries listed in Schedule A (The Subsidiaries) hereto (such subsidiaries and VMIH together, the “Confirming Parties”);

(2)	DEUTSCHE BANK AG, LONDON BRANCH, in its capacity as security trustee and agent for and on behalf of the Beneficiaries under the Security Documents (the “Security Trustee”); and

(3)	THE BANK OF NEW YORK MELLON, in its capacity as trustee for and on behalf of itself and the holders of the New Notes (as referred below) from time to time.

WHEREAS:

(A)	Reference is made to:

(a)

the Senior Facilities Agreement, dated 16 March 2010, (as from time to time amended, varied, novated or supplemented) (the “SFA”) between the Ultimate Parent, Virgin Media Finance PLC, 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 and Deutsche Bank AG, London Branch as Global Coordinators and Physical Bookrunners, BNP Paribas London Branch, Deutsche Bank AG, London Branch, Crèdit 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 and Deutsche Bank AG, London Branch as Original L/C Bank;

(b)

the $1,000,000,000 6.50% Senior Secured Notes due 2018 and the £875,000,000 7.00% Senior Secured Notes due 2018 (together, the “Existing Notes”), in each case, of Virgin Media Secured Finance PLC (the “Issuer”) and the related Indenture dated as of January 19, 2010 (the “Existing Indenture”) between the Issuer, the Ultimate Parent, Virgin Media Finance PLC, VMIH, 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;

(c)

the Group 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 (the “Group Intercreditor Agreement”) between the Security Trustee and the borrowers, guarantors, lenders, financial institutions, intergroup debtors and intergroup creditors party thereto;

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(d)

the $500,000,000 5.25% Senior Secured Notes due 2021 and the £650,000,000 5.50% Senior Secured Notes due 2021 (together, the “New Notes”) of the Issuer and the related Indenture dated as of 3 March 2011 (the “New Indenture”) between the Issuer, the Ultimate Parent, Virgin Media Finance PLC, VMIH, the subsidiary guarantors named therein, The Bank of New York Mellon as Trustee (in such capacity, the “New Trustee”) and Paying Agent and The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Paying Agent; and

(e)

the Security Documents listed in Schedule B (Scots Security Documents) hereto (the “Security Documents”).

(B)	Each Confirming Party is a party to the SFA, the Existing Indenture, the New Indenture, the Group Intercreditor Agreement and/or one or more of the Security Documents, as applicable.

(C)

Each Confirming Party has realised, and continues to realise, substantial direct and indirect benefits as a result of the SFA, the Existing Notes and the Existing Indenture continuing to be effective and as a result of the New Notes and the New Indenture becoming effective and the consummation of the transactions contemplated thereby.

(D)	Each Confirming Party expects to realise substantial direct and indirect benefits as a result of the New Notes and the New Indenture and the consummation of the transactions contemplated thereby.

IT IS AGREED as follows:

1.	DEFINITIONS

Capitalised terms, unless otherwise specified herein, shall have the meanings ascribed to them in the Group Intercreditor Agreement. In addition:

“New Guarantees” means the “Note Guarantees” as defined in the New Indenture; and

“New Notes Documents” means the New Notes, the New Guarantees, the New Indenture and any other document evidencing the obligations and liabilities of the Issuer and/or the other Confirming Parties in relation to the New Notes and the New Guarantees.

2.	INTERPRETATION

2.1	Clause, schedule and paragraph headings are inserted for convenience only and shall not affect the interpretation of this Deed.

2.2	A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

2.3	The schedules form part of this Deed and shall have effect as if set out in full in the body of this Deed. Any reference to this Deed includes the schedules.

2.4	Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

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2.5	Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

2.6	A reference to any party shall include that party’s personal representatives, successors and permitted assigns.

2.7

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this Deed to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

2.8	A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

2.9	A reference to “this Deed” or to any other agreement or document referred to in this Deed is a reference to this Deed or such other document or agreement as varied or novated (in each case, other than in breach of the provisions of this agreement) from time to time.

3.	CONFIRMATION

3.1

Each Confirming Party hereby acknowledges and agrees to the issuance of the New Notes, the New Guarantees and the New Indenture and the transactions contemplated thereby and hereby confirms all payment and performance obligations, contingent or otherwise, and undertakings arising under or in connection with its respective agreements, guarantees, pledges and grants of Liens (as defined in the New Indenture), as applicable, under and subject to the terms of Liens, the Group Intercreditor Agreement and each Security Document to which it is party, and agrees that, notwithstanding the effectiveness of the New Notes, the New Guarantees and the New Indenture and the consummation of the transactions contemplated thereby, the pledges and grants of Liens given in connection with the Security Documents are in full force and effect and remain and shall hereafter continue to secure the “Senior Liabilities” (under and as defined in the Group Intercreditor Agreement), as applicable.

3.2

Each Confirming Party confirms that (i) its guarantee under the SFA continues in full force and effect on the terms of the SFA as amended and any Accession Notice (as defined in the SFA) applicable to that Confirming Party; and (ii) its guarantee under the Existing Indenture continues in full force and effect and on the terms of the Existing Indenture, in each case, subject to any limitations set out in the SFA or Existing Indenture. Each Confirming Party further confirms that any Security created by it under the Security Documents extends to the New Senior Liabilities including, for the avoidance of doubt, the New Guarantees.

4.	ACKNOWLEDGMENT

Each of the Confirming Parties designates, acknowledges and agrees that:

(a)

the New Trustee (and the other agents under the New Notes and the New Indenture) and the New Noteholders from time to time under and in respect of the New Notes and the New Indenture are:

(i)

“Senior Finance Parties” (under and as defined in the Group Intercreditor Agreement); and

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(ii)

“Beneficiaries” (under and as defined in the Group Intercreditor Agreement and each Security Document);

(b)

all obligations of the Confirming Parties in respect of the New Notes, the New Guarantees and the New Notes Documents are:

(i)

“New Senior Liabilities” and “Senior Liabilities” (under and as defined in the Group Intercreditor Agreement) and “Senior Liabilities” (under and as defined in the Security Trust Agreement); and

(ii)

“Secured Obligations” (under and as defined in each Security Document) and the Security Trust Agreement); and

(c)

the Security Trustee is and remains and shall hereafter be the “Security Trustee” (under and as defined in the Group Intercreditor Agreement).

5.	SECURITY TRUSTEE

The Security Trustee hereby agrees to act as security trustee for the New Notes and the New Senior Liabilities under the New Notes Documents.

6.	REPRESENTATIONS

Each Confirming Party hereby makes those representations and warranties set out in Clauses 21.2, 21.5, 21.6, 21.7, 21.9 and 21.10 of the SFA as if such Clauses were set out in full in this Deed save that references to the “Finance Documents” shall be construed as references to this Deed.

7.	SENIOR FINANCE DOCUMENT

Each of this Deed and the New Note Documents is a “Senior Finance Document” (under and as defined in the Group Intercreditor Agreement). This Deed is also a “Relevant Finance Document” (under and as defined in the SFA).

8.	RATIFICATION OF SECURITY DOCUMENTS

Each party to each Security Document hereby ratifies and confirms such Security Document on the terms of this Deed .

9.	SEVERABILITY

If any one or more of the provisions of this Deed shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remaining provisions of this Deed and shall in no way affect the validity or enforceability of such other provisions.

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10.

FURTHER ASSURANCE

Each Confirming Party agrees that it shall promptly, upon the reasonable request of the Security Trustee, execute and deliver at its own expense any document and do any act or thing in order to confirm or establish the validity and enforceability of this Deed.

11.

GOVERNING LAW

This Deed and any non-contractual obligations arising out of or in connection with this Deed are governed by and shall be construed in accordance with Scots law.

IN WITNESS WHEREOF this Deed consisting of this and the preceding four pages and the two attached schedules has been executed as follows: -

Executed for and on behalf of

VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

acting by:


Robert Mackenzie (Print Full Name)	/s/ ROBERT MACKENZIE	Director

in the presence of:

/s/ KARAN CHOPRA	Witness

Karan Chopra 99 City Road London EC1Y 1AX	Print full name of Witness Address of Witness

Bartley Way on 1 March 2011

Hook

Hampshire

RG27 9UP

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Executed for and on behalf of

NTL GLASGOW

acting by:

Robert Mackenzie

(Print Full Name)

/s/ ROBERT MACKENZIE

Director

in the presence of:

Bartley Way on 1 March 2011

Hook

Hampshire

RG27 9UP

Executed for and on behalf of

TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED

acting by:

Robert Mackenzie

(Print Full Name)

/s/ ROBERT MACKENZIE

Director

in the presence of:

Bartley Way on 1 March 2011

Hook

Hampshire

RG27 9UP

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Executed for and on behalf of

TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED

acting by:

Robert Mackenzie

(Print Full Name)

/s/ ROBERT MACKENZIE

Director

in the presence of:

Bartley Way on 1 March 2011

Hook

Hampshire

RG27 9UP

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Executed for and on behalf of

DEUTSCHE BANK AG, LONDON BRANCH (as Security Trustee)

acting by:


Rajeen Thakeria (Print Full Name)	/s/ RAJEEN THAKERIA	Authorised Signatory

Vikki Adams (Print Full Name)	/s/ VIKKI ADAMS	Authorised Signatory

in the presence of:

/s/ HANNAH FAULKNER	Witness

Hannah Faulkner Latham & Watkins 99 Bishopsgate London EC2M 3XF	Print full name of Witness Address of Witness

10 Bishops Square on 2 March 2011

London

E1 6EG

12pm

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Executed for and on behalf of

THE BANK OF NEW YORK MELLON (as Trustee under the New Notes)

acting by:


Michael Lee (Print Full Name)	/s/ MICHAEL LEE	Authorised Signatory
in the presence of:
/s/ PAUL CATTERMOLE	Witness

Paul Cattermole The Bank of New York Mellon One Canada Square London E14 5AL	Print full name of Witness Address of Witness

The Bank of New York Mellon on 3 March 2011

One Canada Square

London

E14 5AL

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This is Schedule A to the preceding confirmation deed among, inter alios, Virgin Media Investment Holdings Limited, Deutsche Bank AG, London Branch and The Bank of New York Mellon

SCHEDULE A

THE SUBSIDIARIES


Company Name	Company Number	Registered Office

NTL Glasgow	SC075177	Media House 60 Maxwell Road Glasgow G41 1PR

Telewest Communications (Motherwell) Limited	SC121617	1 South Gyle Crescent Lane Edinburgh EH12 9EG

Telewest Communications (Dundee & Perth) Limited	SC096816	1 South Gyle Crescent Lane Edinburgh EH12 9EG

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This is Schedule B to the preceding confirmation deed among, inter alios, Virgin Media Investment Holdings Limited, Deutsche Bank AG, London Branch and The Bank of New York Mellon

SCHEDULE B

Scots Security Documents


1.		Share Pledge dated 19 January 2010 and made between NTL Glasgow and Deutsche Bank AG, London Branch.

2.		Bond and Floating Charge dated 19 January 2010 and made between NTL Glasgow and Deutsche Bank AG, London Branch.

3.		Bond and Floating Charge dated 19 January 2010 and made between Telewest Communications (Motherwell) Limited and Deutsche Bank AG, London Branch.

4.		Bond and Floating Charge dated 19 January 2010 and made between Telewest Communications (Dundee & Perth) Limited and Deutsche Bank AG, London Branch.

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