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Exhibit 4.5

AMENDMENT NO. 1 TO
REGISTRATION RIGHTS AGREEMENT

AMENDMENT
NO. 1 TO REGISTRATION RIGHTS AGREEMENT, dated as of May 7, 2003
(this Amendment No. 1), by and among NTL Europe, Inc., a Delaware corporation
(the Company), and the stockholders listed on the signature page hereto (the
Stockholders).

WHEREAS, the Company has entered into a Registration Rights Agreement,
dated as of January 10, 2003 (the Agreement), with the Stockholders.

WHEREAS, pursuant to the Agreement, the Company is required to file, no
later than the Required Filing Date, with the Commission a Shelf Registration
Statement relating to the offer and sale of Registrable Securities by the
Holders to the public, from time to time, on a delayed or continuous basis (but
not including any underwriting).

WHEREAS, the Required Filing Date is defined in the Agreement to mean
the first to occur of (i) the forty-fifth (45th) day following the date on
which the Company files its Annual Report on Form 10-K for the year ended
December 31, 2002 with the Commission (the Form 10-K), and (ii) May 15, 2003.

WHEREAS, the Company has not filed the Form 10-K as of the date hereof and
the parties hereto desire to extend the required filing date of the Shelf
Registration Statement to June 15, 2003.

Accordingly, the parties hereto agree as follows:

1.     Definitions. All capitalized terms used and not otherwise defined
herein shall have the respective meanings assigned to them in the Agreement.

2.     Required Filing Date. The definition of Required Filing Date contained
in the Agreement shall be amended and restated in its entirety to read:

Required Filing Date means June 15, 2003.

3.     Other Provisions. All other provisions of the Agreement shall remain
in full force and effect.

4.     Counterparts. This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to
Registration Rights Agreement to be executed and delivered by their respective
officers thereunto duly authorized.

| |  |                                      |  | 
| |  | ------------------------------------ |  | 
| |  | NTL EUROPE, INC.                    
| |  |                                      |  | 
| |  | By: /s/ Jeffrey A. Brodsky           |  | 
| |  |                                      |  | 
| |  | Name: Jeffrey A. Brodsky             |  | 
| |  | Title: President and Chief           |  | 
| |  | Executive Officer                    |  | 
| |  |                                      |  | 
| |  | APPALOOSA MANAGEMENT L.P.,           |  | 
| |  | on behalf of certain funds for which |  | 
| |  | it acts as investment adviser        |  | 
| |  |                                      |  | 
| |  | By: /s/ Ronald Goldstein             |  | 
| |  |                                      |  | 
| |  | Name: Ronald Goldstein               |  | 
| |  | Title: Vice President                |  | 
| |  |                                      |  | 
| |  | ANGELO GORDON & CO., L.P.,           |  | 
| |  | on behalf of its advisory clients    |  | 
| |  |                                      |  | 
| |  | By: /s/ Leigh Walzer                 |  | 
| |  |                                      |  | 
| |  | Name: Leigh Walzer                   |  | 
| |  | Title: Director                      |  | 

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