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 BANKOF NEW YORK MELLON (as Trustee under the New Notes) CONFIRMATION DEED
Exhibit 4.8
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 on 3 March, 2011
BETWEEN:
| (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 on the signature pages 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 March 3, 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 A 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. |
| 2.5 | Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders. |
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| 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 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 |
| (ii) | “Beneficiaries” (under and as defined in the Group Intercreditor Agreement and each Security Document); |
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| (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. | REPRESENTATION |
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 Notes 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. | CONTRACTS (RIGHTS OF THIRD PARTIES) ACT |
Each of the Senior Finance Parties may rely on the terms of this Deed. Save as expressly provided otherwise in the preceding sentence, a person who is not party to this Deed may not rely on it and the terms under the Contracts (Rights of Third Parties) Act 1999 are excluded. The parties to this Deed may amend this Deed in writing without the consent of any person that is not a party.
| 10. | 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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| 11. | EFFECT AS A DEED |
This document is intended to take effect as a Deed notwithstanding the fact that the parties may have executed it under hand only.
| 12. | COUNTERPARTS |
This Deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Deed, and all of those counterparts taken together will be deemed to constitute one and the same instrument.
| 13. | 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 English law and the provisions of Clause 29 (Jurisdiction) of the Group Intercreditor Deed shall be deemed to be incorporated in this Deed in full, mutatis mutandis, save that references to “the Obligors, the Additional Senior Finance Parties and the Intergroup Creditors” (or any of them) shall be construed as references to the parties to this Deed.
| 14. | FURTHER ASSURANCE |
Each Confirming Party agrees that it shall promply, 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.
IN WITNESS WHEREOF this Deed has been executed and delivered as a deed on the date stated at the beginning of this Deed.
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| VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MEDIA SECURED FINANCE PLC | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MEDIA FINANCE PLC | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| VIRGIN MEDIA INVESTMENTS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MEDIA SFA FINANCE LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MEDIA LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| VIRGIN MEDIA WHOLESALE LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST COMMUNICATIONS NETWORKS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| NTL BUSINESS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MEDIA PAYMENTS LTD | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| VIRGIN MOBILE TELECOMS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN NET LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| BCMV LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| BARNSLEY CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| BIRMINGHAM CABLE LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| CABLE CAMDEN LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| CABLE ENFIELD LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| CABLE HACKNEY & ISLINGTON LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| CABLE HARINGEY LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| DONCASTER CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| EUROBELL (SOUTH WEST) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| EUROBELL (SUSSEX) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| EUROBELL (WEST KENT) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| EUROBELL INTERNET SERVICES LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| HALIFAX CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| MIDDLESEX CABLE LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS BOLTON | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS BROMLEY | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| NTL CABLECOMMS BURY AND ROCHDALE | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS CHESHIRE | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS DERBY | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| NTL CABLECOMMS GREATER MANCHESTER | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS MACCLESFIELD | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS OLDHAM AND TAMESIDE | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| NTL CABLECOMMS SOLENT | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS STAFFORDSHIRE | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS STOCKPORT | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| NTL CABLECOMMS SURREY | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS SUSSEX | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CABLECOMMS WESSEX | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
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| NTL CABLECOMMS WIRRAL | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL CAMBRIDGE LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL KIRKLEES | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 21 –
| NTL MIDLANDS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL WIRRAL TELEPHONE AND CABLE TV COMPANY | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| SHEFFIELD CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 22 –
| TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH WEST) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST UK LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 23 –
| VIRGIN MEDIA BUSINESS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MOBILE GROUP (UK) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VIRGIN MOBILE HOLDINGS (UK) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 24 –
| VMIH SUB LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| VMWH LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| WAKEFIELD CABLE COMMUNICATIONS LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 25 –
| X-TANT LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| NTL GLASGOW | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST COMMUNICATIONS (CUMBERNAULD) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 26 –
| TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST COMMUNICATIONS (FALKIRK) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 27 –
| TELEWEST COMMUNICATIONS (GLENROTHES) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 28 –
| 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/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| By: Theseus No. 2 Limited, Avon Cable Limited Partnership’s general partner | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| Telewest Communications (South West) Limited | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 29 –
| 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/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| By: Theseus No. 2 Limited, United Cable (London South) Limited Partnership’s general partner | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| Telewest Communications (London South) Limited | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 30 –
| 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/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| By: Theseus No. 2 Limited, Tyneside Cable Limited Partnership’s general partner | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
| Telewest Communications (North East) Limited | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 31 –
| Telewest Communications (Tyneside) Limited | ||
| By: | /s/ ROBERT MACKENZIE | |
| Name: | Robert Mackenzie | |
| Title: | Director | |
| In the presence of: | ||
| /s/ KARAN CHOPRA | ||
| Name: | Karan Chopra | |
| Address: | 99 City Road, London EC1Y 1AX | |
| Occupation: | Solicitor | |
- 32 –
| DEUTSCHE BANK AG, LONDON BRANCH | ||
| (as Security Trustee) | ||
| By: | /s/ RAJEEN THAKERIA | |
| Name: | Rajeen Thakeria | |
| Title: | AVP | |
| By: | /s/ VIKKI ADAMS | |
| Name: | Vikki Adams | |
| Title: | AVP | |
| THE BANK OF NEW YORK MELLON | ||
| (as Trustee under the New Notes) | ||
| By: | /s/ MICHAEL LEE | |
| Name: | Michael Lee | |
| Title: | Senior Associate | |
- 33 –
SCHEDULE A
English Security Documents
| 1. | Composite Debenture dated 19 January 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 2. | Composite Debenture dated 15 April 2010 by Virgin Media SFA Finance Limited in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 3. | Composite Debenture dated 10 June 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 4. | Composite Debenture dated 29 June 2010 by each of the Obligors listed therein in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 5. | Composite Debenture dated 18 February 2011 by VMWH Limited in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 6. | Blocked Account Charge dated 9 February 2010 granted by Virgin Media Investment Holdings Limited as Chargor in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 7. | Charge over Shares dated 15 April 2010 granted by Virgin Media Finance PLC as Chargor in favour of Deutsche Bank AG, London Branch as Security Trustee. |
| 8. | Assignment of loans dated 15 April 2010 granted by Virgin Media Finance PLC in favour of Deutsche Bank AG, London Branch as Security Trustee. |
- 34 –
