**Exhibit 4.2**

 

**CONFORMED COPY**

 

NTL CABLE PLC

 

THE GUARANTORS NAMED HEREIN

 

 

 

 

9.75% SENIOR NOTES DUE 2014

8.75% SENIOR NOTES DUE 2014

8.75% SENIOR NOTES DUE 2014

 

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FIRST SUPPLEMENTAL INDENTURE

 

DATED AS OF OCTOBER 5, 2006

 

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THE BANK OF NEW YORK

 

TRUSTEE

 

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FIRST SUPPLEMENTALINDENTURE, dated as of October 5, 2006 (this “First Supplemental Indenture”), by and among NTL Cable PLC, apublic limited company registered in England and Wales with registered number05061787 (the “Issuer”), theGuarantors listed on the signature pages hereto and such other Persons as mayfrom time to time become a party to this Indenture as a guarantor as providedherein (together, the “Guarantors”),and The Bank of New York, a New York banking company, as trustee (the “Trustee”).

WHEREAS, the Issuer and theGuarantors have heretofore executed and delivered to the Trustee an Indenture(the “Indenture”), dated as ofApril 13, 2004, providing for the creation and issuance by the Issuer of itssterling-denominated 9.75% Senior Notes due 2014, U.S. dollar-denominated 8.75%Senior Notes due 2014, and euro-denominated 8.75% Senior Notes due 2014;

WHEREAS, the purpose of thisFirst Supplemental Indenture is to amend certain provisions of the Indenture(the “Proposed Indenture Amendments”);

WHEREAS, Section 9.02 of the Indenture permits theIndenture to be amended for the purpose of making the Proposed IndentureAmendments;

WHEREAS, the Issuer has received the consent to theProposed Indenture Amendments of Holders of a majority in principal amount ofNotes outstanding as of the date hereof; and

WHEREAS, all capitalizedterms that are not defined herein or in the Indenture shall have the meaningsspecified in the consent solicitation statement dated September 21, 2006 andattached hereto as Exhibit A;

NOW, THEREFORE, inconsideration of the premises hereof, the parties have executed and deliveredthis First Supplemental Indenture, and the Issuer, the Guarantors and theTrustee agree as follows for the benefit of each other and for the equal andratable benefit of the Holders, as follows:

SECTION 1.  Proposed Amendments.

(A)          The Proposed Indenture Amendments are as follows:

(i)            *Definitions.*

(a)           Except as otherwise expresslyprovided or unless the context otherwise requires, the terms used herein shallhave the meanings assigned to them in the Indenture.

(b)           The following definitions are herebyadded to Section 1.01 of the Indenture or, if the relevant term is alreadydefined in the Indenture, the following definitions replace the respectivedefinitions in the Indenture:

*“CCFC”* means NTL Holdings Inc., a Delawarecorporation, previously known as NTL Incorporated, also defined below as “*Parent.*”

“*Note Guarantor*” means Parent, eachIntermediate Guarantor, the

 

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SeniorSubordinated Subsidiary Guarantor, each Additional Subsidiary Guarantor, andany additional Persons which become Guarantors hereunder.  The guarantee of the Notes by each NoteGuarantor is referred to as a “*NoteGuarantee.*”

“*NTL Holding Company*” means any Person, ofwhich the Issuer is a Wholly Owned Subsidiary.

 

“*NTL Incorporated*” means a Delawarecorporation, previously known as Telewest Global, Inc.

 

*“Parent”* means NTLHoldings Inc., a Delaware corporation, previously known as NTL Incorporated,also defined above as “*CCFC.*”

 

                (ii)           *Amendmentof Certain Provisions of Section 4.03 of the Indenture.*

(a)           Paragraph (a) ofSection 4.03 of the Indenture is hereby amended and restated in its entirety toread as follows:

(a)           So long as the Notes are outstanding,the Issuer will furnish to the Trustee, within the time periods specified inthe SEC’s rules and regulations, without cost to the Trustee (who, at theIssuer’s expense, will furnish by mail to the Holders); *provided, however,* that to the extent any reportsare filed on the SEC’s website, such reports shall be deemed to be furnished tothe Trustee and the Holders:

(1)           whether or not required by SEC rulesand regulations, quarterly and annual reports of NTL Incorporated and, to theextent required by SEC rules and regulations, quarterly and annual reports ofthe Intermediate Guarantors, the Issuer and any Subsidiary Guarantor containingsubstantially the same information required to be contained in a QuarterlyReport on Form 10-Q or an Annual Report on Form 10-K, as applicable, under theExchange Act, including financial statements prepared in accordance with GAAPand a “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations”; *provided,however*, thatonly to the extent reasonably available, at any time that any of CCFC’sSubsidiaries are Unrestricted Subsidiaries, the quarterly and annual financialinformation required by this paragraph will include a presentation, either onthe face of the financial statements, in the footnotes thereto, or in “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” orother comparable section, of the financial condition and results of operationsof NTL Incorporated and the Restricted Subsidiaries separate from the financialcondition and results of operations of the Unrestricted Subsidiaries of CCFC;and

(2)           such other reports containingsubstantially the same information required to be contained in a Current Reporton Form 8-K under the Exchange Act, as in effect on the Closing Date.

The Issuer will also makeavailable copies of all reports required by clauses (1) and (2) above on thewebsite of NTL Incorporated and, if and so long as the Notes are listed on theLuxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require,at the specified office of the Luxembourg Paying Agent.

 

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To the extent that NTL Incorporated is at any time aWholly Owned Subsidiary of another Guarantor, the Issuer may under this Section4.03 deliver the reports of such Guarantor instead of the reports of NTLIncorporated.

 

                                                (iii)          *Amendment of Certain Provisions of Section 4.07 of the Indenture.*

* *

                                                                (a)          Clause (A) of the seventhparagraph of Section 4.07(b) of the Indenture is hereby amended and restated inits entirety to read as follows:

 

                                                (A)          to NTL Incorporated and itsSubsidiaries in amounts required for NTL Incorporated and its Subsidiaries topay taxes and other fees or amounts required to maintain its corporateexistence and provide for other operating expenses in an aggregate amount of upto £30 million in any calendar year increasing to £50 million in any calendaryear following any Merger Event;

 

                                                (iv)          *Amendment of Certain Provisions of Section 4.11 of the Indenture.*

 

                                                                (a)           The fourth through twelfth paragraphsof Section 4.11(b) (inclusive) are hereby amended and restated in theirentirety to read as follows:

 

                                (4)           any issuance of securities, or otherpayments, awards or grants in cash, securities (including stock options andsimilar rights) or similar transfers to employees, directors and consultants ofNTL Incorporated, Parent, CCFC, the Issuer, any other Restricted Subsidiary andany of their Subsidiaries pursuant to, or for the purpose of funding,employment arrangements, stock options and share ownership plans not to exceed£10 million in any calendar year,

 

                                (5)           any loans or advances, or Guaranteesof third-party loans, to directors, officers, employees and consultants in theordinary course of business in accordance with past practices of NTLIncorporated, Parent, CCFC, the Issuer or any other Restricted Subsidiary, asapplicable, but in any event not to exceed £10 million in the aggregateoutstanding at any one time,

 

                                (6)           the payment of reasonable fees andindemnities (including under customary insurance) to directors, officers andconsultants of NTL Incorporated, Parent, CCFC, the Issuer, any other RestrictedSubsidiary and any of their Subsidiaries,

 

                                (7)           any tax sharing agreement orarrangement and payments pursuant thereto between or among NTL Incorporated, Parent,any other NTL Holding Company, the Issuer and any other Restricted Subsidiariesnot otherwise prohibited by this Indenture,

 

                                (8)           commercial transactions on arm’s-lengthterms entered into in the ordinary course of business of which the disinteresteddirectors of the Issuer have been notified, or if there are no disinteresteddirectors, the directors,

 

                                (9)           commercial contracts between CCFC,the Issuer or any other Restricted Subsidiary and any Broadcast BusinessCompany entered into after the Closing Date, as in effect from time to time,that are (A) Broadcast Separation Transactions, (B) transactions pursuant toclause (2) of the last paragraph of the definition of “Indebtedness” or

 

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(C) on arm’s-length terms or on a basis which the Issuer reasonablybelieves allocates costs fairly, entered into in the ordinary course ofbusiness of which the directors of the Issuers have been notified,

 

                                (10)         transactions with Affiliates solely intheir capacity as holders of Indebtedness or Capital Stock of the Issuer, anyNTL Holding Company or any of its Subsidiaries, so long as such Affiliates aretreated no more favorably than holders of such Indebtedness or Capital Stockgenerally,

 

                                (11)         any agreement in effect on the ClosingDate or any amendment or other modification thereto (so long as such amendmentor other modification is not disadvantageous to the Holders in any materialrespect) or any transactions pursuant thereto,

 

                                (12)         the issuance and sale of Capital Stock(other than Disqualified Stock) of NTL Incorporated, Parent or CCFC to (A) anyofficer, director or consultant of CCFC, the Issuer, any other RestrictedSubsidiary or any other NTL Holding Company pursuant to agreements outstandingon the Closing Date or entered into pursuant to clause (4) above, or (B) anyNTL Holding Company or any Restricted Subsidiary,

 

                                (v)           *Amendment of Certain Provisions of Article 13.07 of the Indenture.*

 

                                                                (a)           Section 13.07 of the Indenture ishereby amended and restated to read in its entirety as follows:

 

                No director,officer, employee, incorporator or shareholder of NTL Incorporated, Parent, anyIntermediate Guarantor, the Issuer, any Subsidiary Guarantor, or any NoteGuarantor, as such, will have any liability for any obligations of NTLIncorporated, Parent, any Intermediate Guarantor, the Issuer, any SubsidiaryGuarantor or other Note Guarantor under the Parent Guarantee, the IntermediateGuarantees, the Notes, the Subsidiary Guarantees, other Guarantees or thisIndenture, or for any claim based on, in respect of, or by reason of, suchobligations or their creation. Each Holder by accepting a Note waives andreleases such liability.  The waiver andrelease are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilitiesunder U.S. Federal securities laws.

 

                                SECTION2.  Miscellaneous.

 

                                (A)          Exceptas hereby expressly amended, the Indenture is in all respects ratified andconfirmed and all the terms, provisions and conditions thereof shall be andremain in full force and effect.  ThisFirst Supplemental Indenture shall form a part of the Indenture for allpurposes, and every Holder of Notes heretofore or hereafter authenticated anddelivered shall be bound hereby.

 

                                (B)           THISFIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCEWITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO APPLICABLEPRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWSOF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY).

 

                                (C)          Allagreements of the Issuer and the Guarantors in this First SupplementalIndenture shall bind their respective successors.  All agreements of the Trustee in this FirstSupplemental Indenture shall bind their respective successors.

 

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(D)          Incase any provision in this First Supplemental Indenture shall be invalid,illegal or unenforceable, the validity, legality and enforceability of theremaining provisions hereof or of the Indenture shall not in any way beaffected or impaired thereby.

(E)           Theparties may sign any number of copies of this First SupplementalIndenture.  Each signed copy shall be anoriginal, but all of them together represent the same agreement, binding on theparties hereto.

(F)           Thetitles and headings of the sections of this First Supplemental Indenture havebeen inserted for convenience of reference only, are not to be considered apart of this First Supplemental Indenture, and shall in no way modify orrestrict any of the terms or provisions hereof.

(G)           TheTrustee shall not be responsible in any manner for or in respect of, and makesno representation as to, the validity, adequacy or sufficiency of this FirstSupplemental Indenture or the recitals contained herein, all of which recitalsare made by the Issuer and the Guarantors solely.

 

(Signature pages follow.)

 

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INWITNESS WHEREOF, the parties hereto have caused this First SupplementalIndenture to be duly executed as of the date first written above.

 

SIGNATURES

 
| NTL  CABLE PLC                   | NTL  HOLDINGS INC.          |
|----------------------------------|-----------------------------|
|                             |                        |
| By:                              | /s/  Robert Mackenzie       |   | By: | /s/ James Mooney |
| Name: Robert Mackenzie           | Name: James F. Mooney       |
| Title: Director                  | Title: Director             |
|                             |                        |
|                             |                        |
| NTL  (UK) GROUP, INC.            | NTL  COMMUNICATIONS LIMITED |
|                             |                        |
| By:                              | /s/  Robert Mackenzie       |   | By: | /s/ Robert Mackenzie |
| Name: Robert Mackenzie           | Name: Robert Mackenzie      |
| Title: Director                  | Title: Director             |
|                             |                        |
|                             |                        |
| NTL  INVESTMENT HOLDINGS LIMITED |                        |
|                             |                        |
| By:                              | /s/  Robert Mackenzie       |   |   |
| Name: Robert Mackenzie           |                        |
| Title: Director                  |                        |
|                             |                        |
|                             |                        |
| THE  BANK OF NEW YORK            |                        |
|                             |                        |
| By:                              | /s/  Emma Wilkes            |   |   |
| Name: Emma Wilkes                |                        |
| Title: Vice President            |                        |

 

 

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