Virgin Media (VMED)

Initial Bridge Loans and Extended Term Loans:

The Initial Bridge Loans and Extended Term Loans will accrue interest at a rate per annum equal to three month reserve-adjusted LIBOR/EURIBOR plus the Spread described below.

The “Spread” will initially be 600 basis points. If the Initial Bridge Loans are not repaid in whole within the three-month period following the Merger Closing Date, the Spread will increase by 50 basis points at the end of such three-month period and shall increase by an additional 50 basis points at the end of each three month period thereafter. At any time on or after the Initial Maturity Date, any Extended Term Loan shall, at the election of the applicable Bridge Lender, bear interest at a fixed rate per annum equal to the floating rate then in effect (the “Fixed Rate”).

Interest on the Initial Bridge Loans and the Extended Term Loans shall be payable on a quarterly basis in arrears in cash (except as provided below); provided, however, that at such time as the Extended Term Loan bears interest at the Fixed Rate, interest shall be payable semi-annually in arrears in cash (except as provided below).

Notwithstanding the foregoing, the total interest rate per annum payable shall not exceed 12.5% in respect of Bridge Loans denominated in Sterling and 11.5% in respect of Bridge Loans denominated in Euro or Dollars. In no event shall the interest rate on the Initial Bridge Loans or Extended Term Loans exceed the highest rate permitted under applicable law.

Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Exchange Securities:

The Exchange Securities shall bear interest at a fixed rate per annum equal to the floating rate in effect at the time of exchange of any Extended Term Loan for such Exchange Securities.

Interest on the Exchange Securities will be payable semi-annually in arrears.

Default Interest:

During the continuance of any payment default under the Bridge Facility, the applicable interest rate shall increase by 2% per annum.

Initial Bridge Loans and Extended Term Loans:

The Initial Bridge Loans and Extended Term Loans will accrue interest at a rate per annum equal to three month reserve-adjusted Gilt/LIBOR/EURIBOR plus the Spread described below.

The “Spread” will initially be 600 basis points. If the Initial Bridge Loans are not repaid in whole within the three-month period following the Closing, the Spread will increase by 50 basis points at the end of such three-month period and shall increase by an additional 50 basis points at the end of each three month period thereafter. At any time on or after the Initial Maturity Date, any Extended Term Loan shall, at the election of the applicable Bridge Lender, bear interest at a fixed rate per annum equal to the floating rate then in effect (the “Fixed Rate”).

Interest on the Initial Bridge Loans and the Extended Term Loans shall be payable on a quarterly basis in arrears in cash (except as provided below); provided, however, that at such time as the Extended Term Loan bears interest at the Fixed Rate, interest shall be payable semi-annually in arrears in cash (except as provided below).

Notwithstanding the foregoing, the total interest rate per annum payable shall not exceed 12.5% in respect of Bridge Loans denominated in Sterling and 11.5% in respect of Bridge Loans denominated in Euro or Dollars. In no event shall the interest rate on the Initial Bridge Loans or Extended Term Loans exceed the highest rate permitted under applicable law.

Calculation of interest shall be on the basis of actual days elapsed in a year of 360 days.

Exchange Securities:

The Exchange Securities shall bear interest at a fixed rate per annum equal to the floating rate in effect at the time of exchange of any Extended Term Loan for such Exchange Securities.

Interest on the Exchange Securities will be payable semi-annually in arrears.

Default Interest:

During the continuance of any payment default under the Bridge Facility, the applicable interest rate shall increase by 2% per annum.