Exhibit
2.3  
 VALENTIA TELECOMMUNICATIONS  as the issuer,  EIRCOM LIMITED  as a guarantor,  - and -  THE BANK OF NEW YORK  as Trustee 
 SUPPLEMENTAL INDENTURE  Dated as of March
     , 2004 
  550,000,000 7.25% Senior Notes due 2013 
  
   550,000,000
7.25% NOTES DUE 2013  SUPPLEMENTAL
INDENTURE  This Supplemental
Indenture, dated as of March      , 2004 (this Supplemental Indenture), among Valentia
Telecommunications (the Company),
eircomLimited (eircom) and The Bank of New York, as
Trustee under the Indenture referred to below.  W
I T N E S S E T H:  WHEREAS, the Company, eircom,
the Trustee and the other parties thereto have heretofore executed and
delivered an Indenture, dated as of August 7, 2003 (the Indenture), providing for the issuance of
an initial aggregate principal amount of 550,000,000 of 7.25% Senior Notes due
2013 of the Company, as well as Additional Notes and Exchange Notes;  WHEREAS, pursuant
to Section 9.2 of the Indenture, Section 15 of the Initial Global
Notes and the Initial Definitive Notes and Section 14 of the Unrestricted
Global Notes and Unrestricted Definitive Notes, the Company, eircom, any existing Note Guarantors and
the Trustee are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture and the Notes, with the consent of the Holders of at
least a majority in principal amount of the Notes then outstanding;  WHEREAS, each
party hereto has duly authorized the execution and delivery of this
Supplemental Indenture and has done all things necessary to make this
Supplemental Indenture a valid agreement in accordance with its terms;  NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, eircom, any Additional Note Guarantors,
the Trustee and the other parties to the Indenture mutually covenant and agree
for the equal and ratable benefit of the Holders of the Notes as follows:  ARTICLE
I Definitions  SECTION 1.1.  Defined
Terms.As used in this Supplemental
Indenture, except as otherwise defined herein, terms defined in the Indenture
are used herein as therein defined.  The
words herein, hereof and hereby and other words of similar import used in
this Supplemental Indenture refer to this Supplemental Indenture as a whole and
not to any particular section hereof.  1 
   ARTICLE II Amendments  SECTION 2.1.  Modification
of Definitions.The following
definitions shall be added in the appropriate alphabetical place in
Section 1.1 of the Indenture:  Ordinary Shares
means ordinary shares of the Company or any Parent following a Qualifying IPO
by such entity, whenever issued.  Preference Shares
means preference shares of the Company or any Parent following a Qualifying IPO
by such entity, whenever issued.  Qualifying IPO
means an offering of Capital Stock of the Company or any Parent, which Capital
Stock is, or is being, listed on the London Stock Exchange, the Irish Stock
Exchange or any other exchange for trading in securities which is recognized
under the Financial Services and Markets Act 2000 of England (including any
offering of ordinary shares that occurs concurrently therewith) which raises
aggregate gross proceeds for such entity (prior to any deductions) of at least
300 million.  SECTION 2.2.  Modification
of Section 4.4. 
Section 4.4 of the Indenture shall be amended as follows:  (a) by adding (a) immediately after the words
Limitation on Restricted Payments. and immediately before the word The at
the beginning of Section 4.4;  (b) by adding the following proviso immediately before
the semicolon in Section 4.4(a)(C)(i):  , provided that,
for the purposes of calculating the amount of any Restricted Payment that may
be made following the first Qualifying IPO, Consolidated Net Income (or deficit
in Consolidated Net Income) for any period shall not be taken into account if,
at the time of the proposed Restricted Payment, the Senior Secured Credit
Agreement has been repaid and/or refinanced on the terms set out in proviso
(ii) of Section 4.4(c)(10);  (c) by deleting subclause (10) of Section 4.4(c)
and replacing it with a new subclause (10) which shall provide as follows:  (10) at any time following receipt by the Company,
directly or indirectly, of an amount equal to at least 85% of the Net Cash
Proceeds to the Company or any Parent of the first Qualifying IPO, any
dividend, distribution, purchase, redemption, repurchase, defeasance, other
acquisition, retirement or Restricted Investment, in an amount, when aggregated
with all other amounts paid pursuant to this paragraph (10),  2 
   not to exceed
(x) Consolidated EBITDA minus (y) the aggregate of (1) the product of
87.50 million and the number of fiscal quarters for which consolidated
financial statements of the Company are available from and including the fiscal
quarter in which the first such Qualifying IPO is completed until the fiscal
quarter ending immediately prior to such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted
Investment, and (2) Consolidated Interest Expense, such Consolidated
EBITDA and Consolidated Interest Expense to be for the period from the first
day of the fiscal quarter in which the first Qualifying IPO is completed until
the end of the most recent fiscal quarter ending immediately prior to the date
of such dividend, distribution, purchase, redemption, repurchase, other
acquisition, retirement or Restricted Investment for which consolidated
financial statements of the Company are available, provided that (i) the amount
of such dividends, distributions, purchases, redemptions, repurchases,
defeasances, other acquisitions, retirements or Restricted Investments will be
excluded in subsequent calculations of Restricted Payments, and (ii) no
dividend, distribution, purchase, redemption, repurchase, defeasance, other
acquisition, retirement or Restricted Investment may be made pursuant to this
paragraph (10) if, at the time such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted
Investment is proposed to be made, the Senior Secured Credit Agreement has not
been repaid and/or refinanced on terms whereby upon the attainment of a
corporate rating for Valentia or any Parent of both (1) a rating of Baa3
(or the equivalent) or higher from Moodys Investors Service, Inc. or its
successors and assigns and (2) a rating of BBB- (or the equivalent) or
higher from Standard and Poors Ratings Services or its successors and assigns,
substantially all of the aggregate principal amount of any Indebtedness for
borrowed money outstanding under the Senior Secured Credit Agreement shall be
on an unsecured basis;; and  (d) by inserting the following words immediately after
the word advances and immediately before the closing bracket in the first
line of subclause (11) of Section 4.4(c):  but excluding any
payment by the Company of, or loans, advances, dividends or distributions to
any Parent to pay, dividends on any Ordinary Shares or Preference Shares
following the first Qualifying IPO.  SECTION 2.3  Addition
of new Section 4.17. A new
Section 4.17 of the Indenture shall be added at the end of Article IV which
shall provide as follows:  3 
   SECTION 4.17 Certain
Consent Fee Payments  Not later than 5
Business Days after the completion of the first Qualifying IPO, the Company
will pay to each Holder of Notes of record as of 5:00 p.m., New York City
time, on January 21, 2004 who has delivered a valid, unrevoked consent
pursuant to the consent solicitation statement dated January 22, 2004 (as
supplemented by the supplement relating thereto dated February 13, 2004) a
consent fee of 20.00 for each 1,000 in principal amount of Notes in respect
of which a valid consent to such consent solicitation was delivered (and not
properly revoked) on or prior to the Expiration Date (no interest to accrue on
any such consent fee).  For the purposes
of this Section 4.17, Expiration Date means 5:00 p.m., New York
City time, on February 20, 2004.  SECTION 2.4.  Modification
of Section 12.10.Section 12.10
of the Indenture shall be amended by the addition of a new subclause (d), which
provides as follows:  (d) For the purposes of determining whether Holders
of the requisite principal amount of the Notes outstanding have voted in favor
of or consented to a particular matter, or undertaken any other act related to
this Indenture, the principal amount of Dollar Notes shall be deemed to
be the Euro Equivalent of such principal amount of Dollar Notes as of
(i) if a record date has been set in accordance with paragraph (b) of
Section 9.4, the date of such record date or (ii) if no such record
date has been set, the date the taking of such action by the Holders of such
requisite principal amount is certified to the Trustee by the Company as
provided in Section 12.2.  SECTION 2.5.  Modification
of the Notes.  Section 8 of
the Initial Global Notes and Initial Definitive Notes and Section 7 of the
Unrestricted Global Notes and Unrestricted Definitive Notes in each case in the
forms exhibited to the Indentures and each such Note that is outstanding, shall
be amended by the insertion of the following words immediately after the word
Offerings and immediately before the word at in the fourth line of the
third paragraph of such Sections:  (excluding the
net cash proceeds raised by the first Qualifying IPO)  ARTICLE
III Miscellaneous  SECTION 3.1.  Parties.Nothing expressed or mentioned
herein is intended or shall be construed to give any Person, firm or
corporation, other than the Holders and the Trustee, any legal or equitable
right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.  SECTION 3.2.  Governing
Law.This Supplemental Indenture shall be governed by the
laws of the State of New York.  SECTION 3.3.  Severability
Clause.In case any provision
in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired  4 
   thereby and such provision shall be ineffective only
to the extent of such invalidity, illegality or unenforceability.  SECTION 3.4.  Ratification
of Indenture; Supplemental Indentures Part of Indenture.Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall 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.  The Trustee makes no
representation or warranty as to the validity or sufficiency of this
Supplemental Indenture.  SECTION 3.5.  Counterparts.The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.  SECTION 3.6.  Headings.The headings of the Articles and
the sections in this Supplemental Indenture are for convenience of reference
only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.  SECTION 3.7.  Successors.All covenants and agreements in
this Supplemental Indenture by the parties hereto shall bind their successors
and assigns, whether so expressed or not.  SECTION 3.8.  Effect of
Headings.The Article and
Section headings herein are for the convenience of reference only and shall not
affect the construction hereof.  5 
   IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.   The Bank of New York,
  as TrusteeBy:Name:Title:VALENTIA
  TELECOMMUNICATIONSGiven under the Common
  Seal of Valentia
  Telecommunications:By:Name:Title:By:Name:Title:EIRCOMLIMITEDGiven under the Common
  Seal of eircom Limited:By:Name:Title:By:Name:Title:  6