Exhibit 4.23


 


EXECUTION
VERSION


 


VIRGIN MEDIA FINANCE PLC,

as Issuer


 


VIRGIN MEDIA INC.,


as Parent


 


VIRGIN MEDIA HOLDINGS INC.,


 


 


VIRGIN MEDIA GROUP LLC,


 


VIRGIN MEDIA (UK) GROUP, INC.,


 


 


VIRGIN MEDIA COMMUNICATIONS LIMITED,

as Intermediate Guarantors


 


VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED,

as Senior Subordinated Subsidiary Guarantor


 


each as pursuant to the original Indenture
dated as of June 3, 2009


 


VIRGIN MEDIA INVESTMENTS
LIMITED


as
new Senior Subordinated Subsidiary Guarantor


 


U.S. Dollar 9.50% Senior
Notes due 2016


Euro 9.50% Senior Notes due
2016


 


	
  


  

  
	
   

  
	
  FIRST SUPPLEMENTAL INDENTURE

  
	
   

  
	
  Dated as of December 30, 2009

  
	
   

  
	
  


  

  
	
   

  
	
  THE BANK OF NEW YORK MELLON

  
	
   

  
	
  as Trustee and Paying Agent

  
	
   

  
	
  THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

  
	
   

  
	
  as Luxembourg Paying Agent

  
	
   

  
	
  


  

  



 

















 


FIRST
SUPPLEMENTAL INDENTURE, dated as of December 30, 2009 (this “First Supplemental Indenture”), by and among Virgin Media
Finance PLC, a public limited company organized under the laws of England and
Wales (the “Issuer”), Virgin Media Inc., a Delaware corporation, Virgin Media
Holdings Inc., a Delaware corporation, Virgin Media (UK) Group, Inc., a
Delaware corporation, Virgin Media Group LLC, a Delaware limited liability company, Virgin Communications
Limited, a limited company organized under the laws of England and Wales,
(together, the “Senior Guarantors”),
Virgin Media Investment Holdings Limited, a limited company organized under the
laws of England and Wales (the “Original Senior
Subordinated Subsidiary Guarantor”) (together with the Senior
Guarantors, the “Original Note Guarantors”), as guarantors under the indenture
dated as of June 3, 2009 (the “Original Indenture”),
providing for the creation and issuance by the Issuer of its U.S.
dollar-denominated 9.50% Senior Notes due 2016 and Euro denominated 9.50%
Senior Notes due 2016 (collectively, the “Notes”),
Virgin Media Investments Limited, a
limited company organized under the laws of England and Wales, as the new senior subordinated subsidiary
guarantor (the “New
Senior Subordinated Subsidiary Guarantor”), and such other persons as may from
time to time become a party to the Indenture as a guarantor as provided therein
(together, the “Note Guarantors”),
and The Bank of New York Mellon, a New York banking company, as trustee and paying
agent (the “Trustee”) and The Bank of New York
Mellon (Luxembourg) S.A., as Luxembourg paying agent (the “Luxembourg
Paying Agent”). All references to the “Indenture” shall be to the Original Indenture and, as
applicable, this First Supplemental Indenture. 
All capitalized terms used but not defined herein shall have the
meanings specified in the Indenture.


 


WHEREAS, the Issuer, the Original Note Guarantors, the Trustee and the
Luxembourg Paying Agent have heretofore executed and delivered, as applicable,
the Original Indenture;


 


WHEREAS, under Section 5.01(b) of
the Indenture, a Note Guarantor is not permitted to convey, transfer or lease
all or substantially all of its assets to any Person unless, among other
things, such transferee Person will expressly assume, by a supplemental
indenture, executed and delivered to the Trustee, all the obligations of such
Note Guarantor under its Note Guarantee;


 


WHEREAS, the Original Senior Subordinated Subsidiary Guarantor intends
to transfer all or substantially all of its assets to the New Senior
Subordinated Subsidiary Guarantor;


 


WHEREAS, the purpose of this First Supplemental Indenture is for the New Senior Subordinated
Subsidiary Guarantor
to expressly assume all obligations of the Original Senior Subordinated Subsidiary
Guarantor under its Note Guarantee in accordance with Section 5.01(b) of
the Indenture by becoming a party to the Indenture as a Senior Subordinated
Subsidiary Guarantor and issuing a senior subordinated guarantee in the form of
Exhibit A to this First Supplemental Indenture (the “New Senior Subordinated Subsidiary Guarantee”) and to make
certain conforming changes to the Indenture to reflect the New Senior Subordinated
Subsidiary Guarantor
becoming a party thereto (the “Indenture
Amendments”); and


 


WHEREAS, notwithstanding such assumption by the New Senior Subordinated Subsidiary Guarantor of all
obligations of the Original Senior Subordinated Subsidiary


 

















 


Guarantor under its Note Guarantee, the
Original Senior Subordinated Subsidiary Guarantor will not be released from any
such obligations and will, jointly and severally with the New Senior
Subordinated Subsidiary Guarantor, continue to be liable for such obligations
and will also execute and deliver the New Senior Subordinated Subsidiary Guarantee.


 


NOW,
THEREFORE, in consideration of the premises hereof, the parties have executed
and delivered this First Supplemental Indenture, and the Issuer, the Original
Note Guarantors, the New Senior Subordinated Subsidiary Guarantor and the Trustee agree for the
benefit of each other and for the equal and ratable benefit of the Holders, as
follows:


 


SECTION 1.
 Assumption of Obligations; New Senior
Subordinated Subsidiary Guarantee


 


(A)                              The New Senior Subordinated
Subsidiary Guarantor
hereby becomes a party to the Indenture as a Senior Subordinated Subsidiary
Guarantor and expressly assumes all obligations of the Original Senior
Subordinated Subsidiary Guarantor, jointly and severally with the Original
Senior Subordinated Subsidiary Guarantor, and as such will have all of the
rights and be subject to all of the obligations and agreements of a Senior
Subordinated Subsidiary Guarantor under the Indenture. The New Senior Subordinated
Subsidiary Guarantor
agrees to be bound by all of the provisions of the Indenture applicable to a
Senior Subordinated Subsidiary Guarantor (including, without limitation, Article 11
and Article 12 of the Indenture) and to perform all of the obligations and
agreements of a Senior Subordinated Subsidiary Guarantor under the Indenture.


 


(B)                                Upon execution
of the New Senior Subordinated Subsidiary Guarantee pursuant to clause (D) below
and this First Supplemental Indenture, the Indenture will be amended in
accordance with Section 2 below and the defined terms “Senior Subordinated
Subsidiary Guarantor” and “Note Guarantor” in the existing Note Guarantees
shall include the New Senior Subordinated Subsidiary Guarantor, and the defined term “Guarantee”
in the existing Note Guarantees shall include the guarantee executed pursuant
to this First Supplemental Indenture.


 


(C)                                The form of the senior subordinated subsidiary guarantee
attached as Exhibit B to the Original Indenture, is hereby substituted
with the form of the senior subordinated subsidiary guarantee attached as Exhibit A
to this First Supplemental Indenture. 
For the avoidance of doubt, any references to Exhibit B in Section 11.01(a) of
the Indenture shall be deemed references to that exhibit as amended by this
First Supplemental Indenture.


 


(D)             Simultaneously
with the execution and delivery of this First Supplemental Indenture, the
Original Senior Subordinated Subsidiary Guarantor and the New Senior Subordinated
Subsidiary Guarantor
shall execute and deliver to the Trustee a Note Guarantee in accordance with Article 11
of the Indenture and in the form attached as Exhibit A to this First
Supplemental Indenture, which shall replace the Note Guarantee issued by the
Original Senior Subordinated Subsidiary Guarantor on June 3, 2009 pursuant
to the Original Indenture.


 


SECTION 2.  Indenture Amendments


 


(A)                              The Indenture
Amendments are as follows:


 

















 


(i)                                     The following
definitions are hereby added to Section 1.01 of the Indenture or, if the
relevant term is already defined, the following definitions replace the
respective definitions in the Indenture:


 


“Senior Subordinated Subsidiary Guarantor”  means each of VMIH and VMI, and “Senior Subordinated
Subsidiary Guarantors” means both of the Senior Subordinated Subsidiary
Guarantors.  The guarantee of the Notes
by either of the Senior Subordinated Subsidiary Guarantors is referred to as a “Senior
Subordinated Subsidiary Guarantee”, and “Senior Subordinated Subsidiary
Guarantees” means both of such guarantees. Each Senior Subordinated Subsidiary
Guarantee is subject to the provisions of the Intercreditor Deed.


 


“VMI” means Virgin Media Investments Limited, a limited
company organized under the laws of England and Wales.


 


(ii)                              The phrase “the
Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “a
Senior Subordinated Subsidiary Guarantor” as follows: (a) in the
definition of “Designated Senior Indebtedness;” (b) in the definition of “Senior
Indebtedness;” (c) the first time such term is used in the definition of “Senior
Subordinated Indebtedness;” (d) the first and fifth time such term is used
in Section 4.20; (e) in Section 9.01(b); (f) in the second
paragraph of Section 9.02; (g) the first time such term is used in Section 11.02(b);
(h) the first time such term is used in the second paragraph of Section 12.02;
(i) the first, second and fifth time such term is used in Section 12.03;
(j) in Section 12.04; and (k) in the heading and first paragraph
of Section 12.05.


 


(iii)                               The phrase “the
Senior Subordinated Subsidiary Guarantor” is hereby replaced with “such Senior
Subordinated Subsidiary Guarantor” as follows: (a) the second, third and
fourth time such term is used in the definition of “Senior Subordinated
Indebtedness;” (b) the second, third, fourth, sixth and seventh time such
term is used in Section 4.20; (c) the second time such term is used
in Section 11.01(e); (d) each time (other than the first time) such
term is used in Section 11.02(b); (e) the second, third, fourth,
sixth, seventh, eighth, ninth and tenth time such term is used in Section 12.01;
(f) the second and third time such term is used in the second paragraph of
Section 12.02; and (g) the third, fourth and sixth time such term is
used in Section 12.03.


 


(iv)                              The phrase “the
Senior Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “each
Senior Subordinated Subsidiary Guarantor” as follows: (a) in the
definition of “Note Guarantor;” (b) in the definition of “Subsidiary
Guarantor;” (c) the first time such term is used in Section 11.01(e);
(d) in Section 11.01(h); and (e) the first and fifth time such
term is used in Section 12.01.


 


(v)                                 The phrase “Senior
Subordinated Subsidiary Guarantee” is hereby replaced with the phrase “Senior
Subordinated Subsidiary Guarantees”: (a) in Section 4.09(b)(3); (b) in
the penultimate sentence of Section 11.01(a); and (c) in the heading
of Article 12.


 


(vi)                              The phrase “Senior
Subordinated Subsidiary Guarantor” is hereby replaced with the phrase “Senior
Subordinated Subsidiary Guarantors” in the first sentence of Section 9.02.


 

















 


(vii)                       The phrase “the
Senior Subordinated Subsidiary Guarantee” is hereby replaced with the phrase “such
Senior Subordinated Subsidiary Guarantee”: (a) the second time such term
is used in Section 4.20; and (b) in the final paragraph of Section 11.02(b).


 


(viii)                        The phrase “or
the “Senior Subordinated Subsidiary Guarantor”“
is hereby deleted from the first paragraph of the preamble.


 


(ix)                                The phrase “of
such Senior Subordinated Subsidiary Guarantor” is hereby inserted immediately
after the phrase “the Senior Subordinated Subsidiary Guarantee” in clause (c) of
the definition of “Senior Indebtedness.”


 


(x)                                   “VMIH” is
hereby replaced with the phrase “a Senior Subordinated Subsidiary Guarantor” in
the definition of “Senior Indebtedness.”


 


SECTION 3.  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
First 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 FIRST
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, the Original Note Guarantors and the New Senior Subordinated Subsidiary Guarantor
in this First Supplemental Indenture shall bind their respective
successors.  All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors.


 


(E)                                 In case any
provision in this First 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 First 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 First Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part of
this First 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 First 


 

















 


Supplemental Indenture, the New Senior Subordinated Subsidiary
Guarantee or the recitals contained herein, all of which recitals are made by
the Issuer, the Original Note Guarantors and the New Senior Subordinated Subsidiary Guarantor
solely.


 


[Signature pages follow]


 

















 


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


 


SIGNATURES


 


	
  VIRGIN
  MEDIA FINANCE PLC

  	
   

  	
  VIRGIN
  MEDIA COMMUNICATIONS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  	
   

  	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  
	
   

  	
  Name:
  Robert Mackenzie

  	
   

  	
   

  	
  Name:
  Robert Mackenzie

  
	
   

  	
  Title:
  Director

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA INC.

  	
   

  	
  VIRGIN
  MEDIA INVESTMENT HOLDINGS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  BRYAN HALL

  	
   

  	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  
	
   

  	
  Name:
  Bryan H. Hall

  	
   

  	
   

  	
  Name:
  Robert Mackenzie

  
	
   

  	
  Title:
  Secretary

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA HOLDINGS INC.

  	
   

  	
  VIRGIN
  MEDIA INVESTMENTS LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  BRYAN HALL

  	
   

  	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  
	
   

  	
  Name:
  Bryan H. Hall

  	
   

  	
   

  	
  Name:
  Robert Mackenzie

  
	
   

  	
  Title:
  Secretary

  	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  VIRGIN
  MEDIA (UK) GROUP, INC.

  	
   

  	
  VIRGIN
  MEDIA GROUP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  ROBERT MACKENZIE

  	
   

  	
  By:
  

  	
  /s/
  BRYAN HALL

  
	
   

  	
  Name:
  Robert Mackenzie

  	
   

  	
   

  	
  Name:
  Bryan H. Hall

  
	
   

  	
  Title:
  President

  	
   

  	
   

  	
  Title:
  Secretary

  



 


[Supplemental Indenture]


 

















 


	
  THE BANK OF NEW YORK MELLON  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  MICHAEL LEE  

  	
   

  	
   

  
	
   

  	
  Name:
  Michael Lee 

  	
   

  	
   

  
	
   

  	
  Title:
  Senior Associate

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  MICHAEL LEE

  	
   

  	
   

  
	
   

  	
  Name:
  Michael Lee

  	
   

  	
   

  
	
   

  	
  Title:
  Authorised Signatory

  	
   

  	
   

  



 


[Supplemental Indenture]


 

















 


EXHIBIT A


 


FORM OF SENIOR
SUBORDINATED SUBSIDIARY GUARANTEE


 


For
value received, each of the undersigned (the “Senior Subordinated Subsidiary
Guarantors”), to the extent set forth in and subject to the terms of the
Indenture, dated as of June 3, 2009, as amended or supplemented from time
to time (the “Indenture”), among Virgin Media Finance PLC, a public limited
company organized under the laws of England and Wales (the “Issuer”), Virgin
Media Inc., a Delaware corporation (“Parent”), Virgin Media Group LLC, a
Delaware limited liability company, Virgin Media Holdings Inc., a Delaware
corporation, Virgin Media (UK) Group, Inc., a Delaware corporation, Virgin
Media Communications Limited, a limited company organized under the laws of
England and Wales, Virgin Media Investment Holdings Limited, a limited company
organized under the laws of England and Wales, Virgin Media Investments
Limited, a limited company organized under the laws of England and Wales, The
Bank of New York Mellon, as trustee (the “Trustee”) and The Bank of New York
Mellon (Luxembourg) S.A., hereby jointly and severally with each other Note
Guarantor irrevocably and unconditionally guarantees to each Holder and to the
Trustee and its successors and assigns (1) the full and punctual payment
when due, whether at Stated Maturity, by acceleration, by redemption or
otherwise, of all obligations of the Issuer under the Indenture (including
obligations to the Trustee) and the Notes, whether for payment of principal of
or interest on or premium, if any, on the Notes and all other monetary
obligations of the Issuer under the Indenture and the Notes and (2) the
full and punctual performance within applicable grace periods of all other
obligations of the Issuer whether for fees, expenses, indemnification or
otherwise under the Indenture and the Notes (all the foregoing being
hereinafter collectively called the “Guaranteed Obligations”).  Each Senior Subordinated Subsidiary Guarantor
further agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in part, without notice or further assent from such Senior
Subordinated Subsidiary Guarantor, and that such Senior Subordinated Subsidiary
Guarantor shall remain bound under this Guarantee notwithstanding any extension
or renewal of any Guaranteed Obligation.


 


The
obligations of each Senior Subordinated Subsidiary Guarantor to the Holders and
to the Trustee pursuant to this Guarantee and the Indenture are expressly set
forth in Article 11 of the Indenture. 
This Guarantee is subordinated to other Indebtedness as set forth in Article 12
of the Indenture and pursuant to the Intercreditor Deed.  Reference is hereby made to the Indenture for
the precise terms and limitations of this Guarantee.  Each Holder of the Note to which this
Guarantee is endorsed, by accepting such Note, agrees to and shall be bound by
such provisions.


 


Each
Senior Subordinated Subsidiary Guarantee will be limited to an amount not to exceed
the maximum amount that can be guaranteed by such Senior Subordinated
Subsidiary Guarantor without rendering such Senior Subordinated Subsidiary
Guarantee voidable under applicable law relating to ultra vires, fraudulent
conveyance, fraudulent transfer, corporate benefit or similar laws affecting
the rights of creditors generally.


 


[Signatures on following page]


 

















 


IN
WITNESS WHEREOF, the Senior Subordinated Subsidiary Guarantors have caused this
Guarantee to be signed by a duly authorized officer.


 


 


	
  VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  VIRGIN
  MEDIA INVESTMENTS LIMITED

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


[Senior Subordinated Subsidiary Guarantee]