Exhibit 4.3


CONFORMED
COPY


NTL CABLE PLC,

as Issuer


 


NTL HOLDINGS INC.


 


NTL (UK) GROUP, INC.,


 


NTL COMMUNICATIONS
LIMITED,


 


NTL INVESTMENT HOLDINGS
LIMITED,


 


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


 






 


SECOND SUPPLEMENTAL
INDENTURE


 


DATED AS OF OCTOBER 30, 2006


 






 


THE BANK OF NEW YORK


 


TRUSTEE






 


 

















SECOND SUPPLEMENTAL
INDENTURE, dated as of October 30, 2006 (this “Second
Supplemental Indenture”), by and among NTL Cable PLC, a public
limited 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 limited
company organized under the laws of England and Wales, (the “Original Senior Guarantors”), NTL
Investment Holdings Limited, a limited company organized under the laws of
England and Wales, as the Senior Subordinated Subsidiary Guarantor, (together
with the Original Senior Guarantors, the “Original
Note Guarantors”), as guarantors under the indenture dated as of
April 13, 2004 (the “Original Indenture”), providing for the creation and issuance by the
Issuer 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, and
NTL: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 the
Indenture as a guarantor as provided herein (together, the “Note Guarantors”), and The Bank of New York, a New
York banking company, as trustee (the “Trustee”).  All references to the “Indenture” shall be to the Original Indenture as
amended by the First Supplemental Indenture and, as applicable, this Second
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 and the Trustee have heretofore executed
and delivered the Original Indenture and the First Supplemental Indenture;


                WHEREAS,
Section 9.01(a)(5) of the Indenture permits the amendment of the Indenture
without the consent of the Holders to add additional Note Guarantees with
respect to the Notes; and


                WHEREAS, the
purpose of this Second Supplemental Indenture is for the New Note Guarantors to
issue guarantees of the Guaranteed Obligations in the form of Exhibit A to this
Second Supplemental Indenture (the “New Note
Guarantees”).


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


SECTION 1.  New Note Guarantees


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


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


 


1

















 


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


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


(D)    Simultaneously
with the execution and delivery of this Second Supplemental Indenture, the New
Note Guarantors and the Original Senior Guarantors 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 hereto, which shall replace the Note
Guarantees issued by the Original Senior Guarantors on April 13, 2004 pursuant
to the Original Indenture.


SECTION
2.  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
Second 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
SECOND 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 Note
Guarantors in this Second Supplemental Indenture shall bind their respective
successors.  All agreements of the
Trustee in this Second Supplemental Indenture shall bind its successors.


(E)           In
case any provision in this Second 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 Second 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 Second Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a
part of this Second Supplemental Indenture, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


2

















(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 Second Supplemental Indenture, the
New Note Guarantees or the recitals contained herein, all of which recitals are
made by the Issuer, the Original Note Guarantors, and the New Note Guarantors
solely.


(Signature
pages follow.)


 


3

















IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental 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

  



 

















EXHIBIT A


FORM OF SENIOR GUARANTEE


For value received, each of the undersigned (the “Senior Guarantors”), to the extent set forth in and subject
to the terms of the Indenture, dated as of April 13, 2004, among NTL Cable PLC, a
public limited company organized under the laws of England and Wales (the “Issuer”), NTL Incorporated, a Delaware corporation (formerly
known as Telewest Global, Inc.), NTL Holdings Inc., a Delaware
corporation (formerly known as NTL Incorporated), NTL (UK) Group, Inc., a
Delaware corporation, NTL Communications Limited, a limited company organized
under the laws of England and Wales, NTL Investment Holdings Limited, a limited
company organized under the laws of England and Wales (“NTLIH” or
the “Senior Subordinated Subsidiary Guarantor”),
and The Bank of New York, as trustee (the “Trustee”), as
amended or supplemented from time to time (the “Indenture”), hereby
jointly and severally with one another and with the Senior Subordinated
Subsidiary 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 or Special Interest, 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 Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from such Note Guarantor, and that such Note Guarantor
shall remain bound under this Guarantee notwithstanding any extension or
renewal of any Guaranteed Obligation.


The obligations of each Senior 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, and 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 Guarantee will be limited to an amount
not to exceed the maximum amount that can be guaranteed by such Senior
Guarantor without rendering such Senior 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, each Senior Guarantor has caused this Guarantee to be signed
by 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: