857957--3/16/2009--SOUTH_HERTFORDSHIRE_UNITED_KINGDOM_FUND

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{product, market, service}

{debt, indebtedness, cash}

{acquisition, growth, future}

{tax, income, asset}

{control, financial, internal}

{system, service, information}

{regulation, government, change}

{investment, property, distribution}

{condition, economic, financial}

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Risks Relating to Our Business and Industry We rely on the continued support of Virgin Media. There is no established public trading market for our limited partnership interests and disposition thereof is restricted. There are conflicts of interests arising out of transactions entered into with our General Partner and its affiliates. We have incurred losses in the past and may not be profitable in the future We operate in a limited geographical area. The IRS could treat us as a corporation for tax purposes, which would negatively affect our limited partners Our limited partners may be required to pay taxes on income from us even if they do not receive any cash distributions from us. Risks Relating to Virgin Media s Business and Industry Virgin Media is subject to significant competition. Failure to control customer churn may adversely affect If Virgin Media does not maintain and upgrade its networks in a cost-effective and timely manner, it could lose customers. Virgin Media may be unable to implement its operational restructuring plan successfully and realize the anticipated benefits, and this could negatively affect its financial performance. Virgin Media may be adversely affected by a general deterioration in economic conditions, including the recent downturn in the financial markets. Virgin Media is licensed to use the Virgin name and logo but does not own it. Virgin Media s critical systems could significantly disrupt its operations, which could reduce its customer base and result in lost revenues. Virgin Media s inability to obtain popular programming, or to obtain it at a reasonable cost, could potentially have a material adverse affect the number of customers or reduce margins. Virgin Media s network could result in a loss of revenue. Virgin Media competes are subject to rapid and significant changes in technology, and the effect of technological changes on its businesses cannot be predicted. Virgin Media depends on equipment and service suppliers that may discontinue their products or seek to charge prices that are not competitive, either of which may adversely affect Virgin Media s business and profitability. Virgin Media is subject to currency and interest rate risks. Regulatory change is an ongoing process in the markets in which Virgin Media provides its services; changes in U.K. and EU regulations affecting the conduct of its business may have an adverse impact on its ability to set prices, enter new markets or control its costs. There is no assurance that new products Virgin Media may introduce will achieve full functionality or market acceptance. Acquisitions and other strategic transactions present many risks, and Virgin Media may not realize the financial and strategic goals that were contemplated at the time of any transaction. Virgin Media depends on the ability to attract and retain key personnel without whom it may not be able to manage its business lines effectively. Virgin Media s significant stockholders could have an influence over its business and affairs. Virgin Media does not insure the underground portion of its cable network and various pavement-based electronics associated with its cable network. Virgin Media has limited capacity on its cable platform. Virgin Media s Financial Indebtedness and Structure Virgin Media continues to face amortization pressures under its senior credit facility notwithstanding the recent amendments to its facility agreement, and Virgin Media may not be able to refinance its debt obligations or may be able to refinance only on terms that will increase its cost of borrowing. Virgin Media s current leverage is substantial, which may have an adverse effect on its available cash flow, its ability to obtain additional financing if necessary in the future, its flexibility in reacting to competitive and technological changes and its operations. Virgin Media continues to incur losses and may not be profitable in the future. Virgin Media s debt agreements place certain limitation on how it manages its business. Virgin Media is a holding company dependent upon cash flow from subsidiaries to meet its obligations.

Full 10-K form ▸

857957--3/16/2009--SOUTH_HERTFORDSHIRE_UNITED_KINGDOM_FUND_LTD