Exhibit 4.9
EXECUTION VERSION
RELEASE OF NOTE GUARANTEE
RELEASE OF NOTE GUARANTEE (this “Release”), dated as of April 29, 2010, entered into by and among Virgin Media Secured Finance PLC, a company incorporated in England and Wales (the “Issuer”), Virgin Media Dover LLC (the “Released Guarantor”) and The Bank of New York Mellon as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (referred to below).
RECITALS
WHEREAS, the Issuer and the Note Guarantors (as defined in the Indenture referred to below) have heretofore executed and delivered to the Trustee an indenture (as amended and supplemented, the “Indenture”), dated as of January 19, 2010, providing for the issuance of $1,000,000,000 aggregate principal amount of 6.50% Senior Secured Notes due 2018 and £875,000,000 aggregate principal amount of 7.00% Senior Secured Notes due 2018 (collectively, the “Notes”);
WHEREAS, under the terms of the Indenture each of the Note Guarantors (which term includes the Released Guarantor) unconditionally guaranteed the obligations of the Issuer under the Indenture and the Notes on the terms and conditions set forth therein (each, a “Note Guarantee”);
WHEREAS, Section 11.08(b)(4)(B) of the Indenture provides that the Note Guarantee of a Subsidiary Guarantor (which term includes the Released Guarantor) shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Note Guarantee, the Indenture, the Collateral Documents and the Intercreditor Deeds will be released and discharged upon the release or discharge of such Subsidiary Guarantor from its applicable guarantee obligations under the Existing Credit Facility (including by reason of termination of the Existing Credit Facility);
WHEREAS, on April 19, 2010, pursuant to a refinancing transaction, the previous Existing Credit Facility, being the senior facilities agreement entered into by Virgin Media Inc. and certain of its subsidiaries, including the Released Guarantor, dated March 3, 2006 (as amended and restated from time to time) (the “Terminated Credit Facility”), was terminated upon the repayment of all amounts outstanding thereunder;
WHEREAS, the Released Guarantor is not a party to, and has no guarantee obligations under, the new Existing Credit Facility, being the senior facilities agreement entered into by Virgin Media Inc. and certain of its subsidiaries dated March 16, 2010 (as amended and restated from time to time);
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer and the Released Guarantor mutually covenant and agree, and the Trustee acknowledges as follows:
1. Pursuant to Section 11.08(b)(4)(B) of the Indenture, upon and subject to the release of the Released Guarantor’s guarantee under the Terminated Credit Facility (by reason of termination of the Terminated Credit Facility), the Note Guarantee of the Released Guarantor is released and discharged, and the Released Guarantor is released and discharged from its obligations under its Note Guarantee and the Indenture.
2. The Trustee shall not be responsible or liable in any manner whatsoever for or in respect of, and makes no representation as to, the validity, adequacy or sufficiency of this Release or for or in
