**Exhibit 4.3**

**CONFORMEDCOPY**

NTL CABLE PLC,as Issuer

 

NTL HOLDINGS INC.

 

NTL (UK) GROUP, INC.,

 

NTL COMMUNICATIONSLIMITED,

 

NTL INVESTMENT HOLDINGSLIMITED,

 

as Guarantors under the original Indenture dated as of April 13, 2004 as amended by the First Supplemental Indenture dated as of October 5, 2006

 

 

NTL INCORPORATED

 

and

 

NTL:TELEWEST LLC

 

as new Note Guarantors

 

 

9.75% SENIOR NOTES DUE 2014

8.75% SENIOR NOTES DUE 2014

8.75% SENIOR NOTES DUE 2014

 

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SECOND SUPPLEMENTALINDENTURE

 

DATED AS OF OCTOBER 30, 2006

 

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THE BANK OF NEW YORK

 

TRUSTEE

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SECOND SUPPLEMENTALINDENTURE, dated as of October 30, 2006 (this “*SecondSupplemental Indenture*”), by and among NTL Cable PLC, a publiclimited company organized under the laws of England and Wales (the “*Issuer*”), NTL Holdings Inc., a Delaware corporation, NTL(UK) Group, Inc., a Delaware corporation, NTL Communications Limited, a limitedcompany organized under the laws of England and Wales, (the “*Original Senior Guarantors*”), NTLInvestment Holdings Limited, a limited company organized under the laws ofEngland and Wales, as the Senior Subordinated Subsidiary Guarantor, (togetherwith the Original Senior Guarantors, the “*OriginalNote Guarantors*”), as guarantors under the indenture dated as ofApril 13, 2004 (the *“Original**Indenture”*), providing for the creation and issuance by theIssuer of its sterling-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 (the “*Notes*”),as amended by the first supplemental indenture dated as of October 5, 2006 (the“*First Supplemental Indenture*”), NTL Incorporated, a Delaware corporation, andNTL:Telewest LLC, a Delaware limited liability company, as new Note Guarantors(together, the “*New Note Guarantors*”)and such other persons as may from time to time become a party to theIndenture as a guarantor as provided herein (together, the “*Note Guarantors*”), and The Bank of New York, a NewYork banking company, as trustee (the “*Trustee*”).  All references to the *“Indenture”* shall be to the Original Indenture asamended by the First Supplemental Indenture and, as applicable, this SecondSupplemental Indenture.  Allcapitalized terms used but not defined herein shall have the meanings specifiedin the Indenture.

                WHEREAS, theIssuer, the Original Note Guarantors and the Trustee have heretofore executedand delivered the Original Indenture and the First Supplemental Indenture;

                WHEREAS,Section 9.01(a)(5) of the Indenture permits the amendment of the Indenturewithout the consent of the Holders to add additional Note Guarantees withrespect to the Notes; and

                WHEREAS, thepurpose of this Second Supplemental Indenture is for the New Note Guarantors toissue guarantees of the Guaranteed Obligations in the form of Exhibit A to thisSecond Supplemental Indenture (the “*New NoteGuarantees*”).

NOW, THEREFORE, inconsideration of the premises hereof, the parties have executed and deliveredthis Second Supplemental Indenture, and the Issuer, the Original Note Guarantors,the New Note Guarantors and the Trustee agree for the benefit of each other andfor the equal and ratable benefit of the Holders, as follows:

SECTION 1.  New Note Guarantees

(A)          TheNew Note Guarantors hereby become a party to the Indenture as Note Guarantorsand as such will have all of the rights and be subject to all of theobligations and agreements of a Note Guarantor under the Indenture. The NewNote Guarantors agree to be bound by all of the provisions of the Indentureapplicable to a Note Guarantor (including, without limitation, Article 11 ofthe Original Indenture) and to perform all of the obligations and agreements ofa Note Guarantor under the Indenture.

(B)           Uponexecution of a New Note Guarantee pursuant to clause (D) below 

 

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andthis Second Supplemental Indenture, the defined term “Note Guarantor” in theIndenture, the New Note Guarantee and in the Senior Subordinated SubsidiaryGuarantee shall include the New Note Guarantors, the defined term “NoteGuarantee” in the Indenture and the defined term “Guarantee” in the New NoteGuarantee and the Senior Subordinated Subsidiary Guarantee shall include theguarantee executed pursuant to this Second Supplemental Indenture.

(C)           Theform of the senior guarantee attached as Exhibit D to the Original Indenture ishereby substituted with the form of the senior guarantee attached as Exhibit Ato this Second Supplemental Indenture. For the avoidance of doubt, any references to Exhibit D in Section11.01(a) of the Indenture shall be deemed references to that exhibit as amendedby this Second Supplemental Indenture.

(D)    Simultaneouslywith the execution and delivery of this Second Supplemental Indenture, the NewNote Guarantors and the Original Senior Guarantors shall execute and deliver tothe Trustee a Note Guarantee in accordance with Article 11 of the Indenture andin the form attached as Exhibit A hereto, which shall replace the NoteGuarantees issued by the Original Senior Guarantors on April 13, 2004 pursuantto the Original Indenture.

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.  ThisSecond 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)           THISSECOND 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).

(D)          Allagreements of the Issuer, the Original Note Guarantors and the New NoteGuarantors in this Second Supplemental Indenture shall bind their respectivesuccessors.  All agreements of theTrustee in this Second Supplemental Indenture shall bind its successors.

(E)           Incase any provision in this Second 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.

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

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

 

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(H)          The Trustee shall not be responsiblein any manner for or in respect of, and makes no representation as to, thevalidity, adequacy or sufficiency of this Second Supplemental Indenture, theNew Note Guarantees or the recitals contained herein, all of which recitals aremade by the Issuer, the Original Note Guarantors, and the New Note Guarantorssolely.

(*Signaturepages follow.)*

 

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IN WITNESS WHEREOF, the parties hereto have caused this SecondSupplemental Indenture 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 | NTL INCORPORATED            |
|                             |                        |
| By:                              | /s/  Robert Mackenzie       |   | By: | /s/  James F. Mooney |
| Name: Robert Mackenzie           | Name: James F. Mooney       |
| Title: Director                  | Title: Director             |
|                             |                        |
|                             |                        |
| NTL:TELEWEST  LLC                | THE  BANK OF NEW YORK       |
|                             |                        |
| By:                              | /s/  James F. Mooney   |   | By: | /s/ Emma Wilkes |
| Name: James F. Mooney            | Name: Emma Wilkes           |
| Title: President                 | Title: Vice President       |

 

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EXHIBIT A

FORM OF SENIOR GUARANTEE

For value received, each of the undersigned (the *“Senior Guarantors”*), to the extent set forth in and subjectto the terms of the Indenture, dated as of April 13, 2004, among NTL Cable PLC, apublic limited company organized under the laws of England and Wales (the “*Issuer*”), NTL Incorporated, a Delaware corporation (formerlyknown as Telewest Global, Inc.),**NTL Holdings Inc., a Delawarecorporation (formerly known as NTL Incorporated), NTL (UK) Group, Inc., aDelaware corporation, NTL Communications Limited, a limited company organizedunder the laws of England and Wales, NTL Investment Holdings Limited, a limitedcompany organized under the laws of England and Wales (*“NTLIH”*orthe *“Senior Subordinated Subsidiary Guarantor”*),and The Bank of New York, as trustee (the *“Trustee”*), asamended or supplemented from time to time (the *“Indenture”*), herebyjointly and severally with one another and with the Senior SubordinatedSubsidiary Guarantor irrevocably and unconditionally guarantees to each Holderand to the Trustee and its successors and assigns (1) the full andpunctual payment when due, whether at Stated Maturity, by acceleration, byredemption or otherwise, of all obligations of the Issuer under the Indenture (includingobligations to the Trustee) and the Notes, whether for payment of principal ofor interest on or premium or Special Interest, if any, on the Notes and allother monetary obligations of the Issuer under the Indenture and the Notes and(2) the full and punctual performance within applicable grace periods ofall other obligations of the Issuer whether for fees, expenses, indemnificationor otherwise under the Indenture and the Notes (all the foregoing beinghereinafter collectively called the *“Guaranteed Obligations”*).  Each Senior Guarantor further agrees that theGuaranteed Obligations may be extended or renewed, in whole or in part, withoutnotice or further assent from such Note Guarantor, and that such Note Guarantorshall remain bound under this Guarantee notwithstanding any extension orrenewal of any Guaranteed Obligation.

The obligations of each Senior Guarantor to theHolders and to the Trustee pursuant to this Guarantee and the Indenture, areexpressly set forth in Article 11 of the Indenture, and reference is herebymade to the Indenture, for the precise terms and limitations of thisGuarantee.  Each Holder of the Note towhich this Guarantee is endorsed, by accepting such Note, agrees to and shallbe bound by such provisions.

Each Senior Guarantee will be limited to an amountnot to exceed the maximum amount that can be guaranteed by such SeniorGuarantor without rendering such Senior Guarantee voidable under applicable lawrelating to *ultra vires*,fraudulent conveyance, fraudulent transfer, corporate benefit or similar lawsaffecting the rights of creditors generally.

 

[*Signatures on following page*]

 

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INWITNESS WHEREOF, each Senior Guarantor has caused this Guarantee to be signedby a duly authorized officer, on [•].

 
| ** ** | **NTL HOLDINGS INC.**          |
|------------|--------------------------------|
| ** ** | ** **                     | ** ** |
| ** ** | By:                            | ** ** |
| ** ** | ** **                     | Name: |
| ** ** | ** **                     | Title: |
| ** ** | ** **                     | ** ** |
| ** ** | ** **                     | ** ** |
| ** ** | **NTL (UK) GROUP, INC.**       |
| ** ** | ** **                     | ** ** |
| ** ** | By:                            | ** ** |
| ** ** | ** **                     | Name: |
| ** ** | ** **                     | Title: |
| ** ** | ** **                     |   |
| ** ** | ** **                     |   |
| ** ** | **NTL COMMUNICATIONS LIMITED** |
| ** ** | ** **                     | ** ** |
| ** ** | By:                            | ** ** |
| ** ** | ** **                     | Name: |
| ** ** | ** **                     | Title: |
| ** ** | ** **                     | ** ** |
| ** ** | ** **                     | ** ** |
| ** ** | **NTL INCORPORATED**           |
| ** ** | ** **                     | ** ** |
| ** ** | By:                            | ** ** |
| ** ** | ** **                     | Name: |
| ** ** | ** **                     | Title: |
| ** ** | ** **                     | ** ** |
| ** ** | ** **                     | ** ** |
| ** ** | **NTL:TELEWEST LLC**           |
| ** ** | ** **                     | ** ** |
| ** ** | By:                            | ** ** |
| ** ** | ** **                     | Name: |
| ** ** | ** **                     | Title: |

 

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