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.

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