Exhibit 4.7


 


EXECUTION COPY


 


SECOND SUPPLEMENTAL
INDENTURE


 


SECOND
SUPPLEMENTAL INDENTURE, dated as of May 17, 2010 (this “Supplemental Indenture”), by and among General Cable
Investments Limited, a company organized under the laws of England and Wales,
NTL Funding Limited, a company organized under the laws of England and Wales,
Telewest Communications Holdco Limited, a company organized under the laws of
England and Wales, and VM Sundial Limited, a company organized under the laws
of England and Wales (each, a “New Senior
Secured Guarantor”), Virgin
Media Secured Finance PLC, a public limited company organized under the laws of
England and Wales (the “Issuer”) and
The Bank of New York Mellon, a New York banking company, as trustee (the “Trustee”).  All capitalized
terms used but not defined herein shall have the meanings specified in the
Indenture referred to below.


 


WHEREAS, the Issuer, Virgin Media Inc. (the “Parent”),
Virgin Media Finance PLC, Virgin Media Investment Holdings Limited, certain
subsidiaries of the Parent from time to time parties thereto, as guarantors,
the Trustee, as trustee and paying agent, and The Bank of New York Mellon
(Luxembourg) S.A., as Luxembourg paying agent, executed and delivered an
indenture, dated as of January 19, 2010, as amended or supplemented from
time to time (the “Indenture”), providing for the issuance by the Issuer of its
sterling-denominated 7.00% Senior Secured Notes due 2018 and U.S.
dollar-denominated 6.50% Senior Secured Notes due 2018 (together, the “Notes”); and


 


WHEREAS, each New Senior Secured Guarantor has, on or about the date
hereof, become obligated under Indebtedness under the Existing Credit Facility
and, pursuant to Sections 4.19(a) and 11.06 of the Indenture, is required
to become a Note Guarantor under the Indenture; and


 


WHEREAS, pursuant
to Section 9.01(a)(4) of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture;


 


NOW,
THEREFORE, in consideration of the premises hereof, and for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
have executed and delivered this Supplemental Indenture, and agree for the
benefit of each other and for the equal and ratable benefit of the Holders, as
follows:


 


SECTION 1.  Accession of Note Guarantor.


 


Each
New Senior Secured Guarantor shall, with immediate effect, become a party to the
Indenture as a Note Guarantor, be bound by all of the provisions of the
Indenture applicable to Note Guarantors (including, without limitation, Article 11
of the Indenture) and perform all of the obligations and agreements of a Note
Guarantor under the Indenture.


 


SECTION 2.  Miscellaneous.


 


(A)    Except as hereby expressly amended, the
Indenture is in all respects ratified and confirmed and all the terms, provisions
and conditions thereof shall be and remain in full force and effect.  This Supplemental Indenture shall form a part
of the Indenture for all 


 

















 


purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered
shall be bound hereby.


 


(B)          THIS
SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY).


 


(D)          All agreements of the Issuer, each New
Senior Secured Guarantor and the Trustee in this Supplemental Indenture shall
bind their respective successors.


 


(E)           In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof or of
the Indenture shall not in any way be affected or impaired thereby.


 


(F)           The parties may sign any number of
copies of this Supplemental Indenture. 
Each signed copy shall be an original, but all of them together
represent the same agreement, binding on the parties hereto.


 


(G)          The titles and headings of the
sections of this Supplemental Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Supplemental Indenture,
and shall in no way modify or restrict any of the terms or provisions hereof.


 


(H)          The Trustee shall not be responsible
in any manner for or in respect of, and makes no representation as to, the
validity, adequacy or sufficiency of this Supplemental Indenture or the
recitals contained herein, all of which recitals are made solely by the Issuer
and each New Senior Secured Guarantor.


 


(signature pages follow)


 

















 


EXECUTION COPY


 


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.


 


	
   

  	
   

  
	
   

  	
  VIRGIN MEDIA SECURED FINANCE PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ROBERT MACKENZIE

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GENERAL CABLE INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT MACKENZIE

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NTL FUNDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT MACKENZIE

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELEWEST COMMUNICATIONS HOLDCO LIMITED

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ ROBERT MACKENZIE

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VM SUNDIAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT MACKENZIE

  
	
   

  	
  Name: Robert Mackenzie

  
	
   

  	
  Title: Director

  



 

















 


	
   

  	
  THE BANK OF NEW YORK MELLON,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MICHAEL LEE

  
	
   

  	
  Name: Michael Lee

  
	
   

  	
  Title: Senior Associate