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


 






 


FIRST SUPPLEMENTAL INDENTURE


 


DATED AS OF OCTOBER 5, 2006


 






 


THE BANK OF NEW YORK


 


TRUSTEE


 






 


 


 

















FIRST SUPPLEMENTAL
INDENTURE, dated as of October 5, 2006 (this “First Supplemental Indenture”), by and among NTL Cable PLC, a
public limited company registered in England and Wales with registered number
05061787 (the “Issuer”), the
Guarantors listed on the signature pages hereto and such other Persons as may
from time to time become a party to this Indenture as a guarantor as provided
herein (together, the “Guarantors”),
and The Bank of New York, a New York banking company, as trustee (the “Trustee”).


WHEREAS, the Issuer and the
Guarantors have heretofore executed and delivered to the Trustee an Indenture
(the “Indenture”), dated as of
April 13, 2004, 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;


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


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


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


WHEREAS, all capitalized
terms that are not defined herein or in the Indenture shall have the meanings
specified in the consent solicitation statement dated September 21, 2006 and
attached hereto as Exhibit A;


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


SECTION 1.  Proposed Amendments.


(A)          The Proposed Indenture Amendments are as follows:


(i)            Definitions.


(a)           Except as otherwise expressly
provided or unless the context otherwise requires, the terms used herein shall
have the meanings assigned to them in the Indenture.


(b)           The following definitions are hereby
added to Section 1.01 of the Indenture or, if the relevant term is already
defined in the Indenture, the following definitions replace the respective
definitions in the Indenture:


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


“Note Guarantor” means Parent, each
Intermediate Guarantor, the


 


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Senior
Subordinated Subsidiary Guarantor, each Additional Subsidiary Guarantor, and
any additional Persons which become Guarantors hereunder.  The guarantee of the Notes by each Note
Guarantor is referred to as a “Note
Guarantee.”


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


 


“NTL Incorporated” means a Delaware
corporation, previously known as Telewest Global, Inc.


 


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


 


                (ii)           Amendment
of Certain Provisions of Section 4.03 of the Indenture.


(a)           Paragraph (a) of
Section 4.03 of the Indenture is hereby amended and restated in its entirety to
read as follows:


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


(1)           whether or not required by SEC rules
and regulations, quarterly and annual reports of NTL Incorporated and, to the
extent required by SEC rules and regulations, quarterly and annual reports of
the Intermediate Guarantors, the Issuer and any Subsidiary Guarantor containing
substantially the same information required to be contained in a Quarterly
Report on Form 10-Q or an Annual Report on Form 10-K, as applicable, under the
Exchange Act, including financial statements prepared in accordance with GAAP
and a “Management’s Discussion and Analysis of Financial Condition and Results
of Operations”; provided,
however, that
only to the extent reasonably available, at any time that any of CCFC’s
Subsidiaries are Unrestricted Subsidiaries, the quarterly and annual financial
information required by this paragraph will include a presentation, either on
the face of the financial statements, in the footnotes thereto, or in “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” or
other comparable section, of the financial condition and results of operations
of NTL Incorporated and the Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of CCFC;
and


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


The Issuer will also make
available copies of all reports required by clauses (1) and (2) above on the
website of NTL Incorporated and, if and so long as the Notes are listed on the
Luxembourg 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 a
Wholly Owned Subsidiary of another Guarantor, the Issuer may under this Section
4.03 deliver the reports of such Guarantor instead of the reports of NTL
Incorporated.


 


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


 


                                                                (a)
          Clause (A) of the seventh
paragraph of Section 4.07(b) of the Indenture is hereby amended and restated in
its entirety to read as follows:


 


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


 


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


 


                                                                (a)           The fourth through twelfth paragraphs
of Section 4.11(b) (inclusive) are hereby amended and restated in their
entirety to read as follows:


 


                                (4)           any issuance of securities, or other
payments, awards or grants in cash, securities (including stock options and
similar rights) or similar transfers to employees, directors and consultants of
NTL Incorporated, Parent, CCFC, the Issuer, any other Restricted Subsidiary and
any 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 Guarantees
of third-party loans, to directors, officers, employees and consultants in the
ordinary course of business in accordance with past practices of NTL
Incorporated, Parent, CCFC, the Issuer or any other Restricted Subsidiary, as
applicable, but in any event not to exceed £10 million in the aggregate
outstanding at any one time,


 


                                (6)           the payment of reasonable fees and
indemnities (including under customary insurance) to directors, officers and
consultants of NTL Incorporated, Parent, CCFC, the Issuer, any other Restricted
Subsidiary and any of their Subsidiaries,


 


                                (7)           any tax sharing agreement or
arrangement and payments pursuant thereto between or among NTL Incorporated, Parent,
any other NTL Holding Company, the Issuer and any other Restricted Subsidiaries
not otherwise prohibited by this Indenture,


 


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


 


                                (9)           commercial contracts between CCFC,
the Issuer or any other Restricted Subsidiary and any Broadcast Business
Company entered into after the Closing Date, as in effect from time to time,
that are (A) Broadcast Separation Transactions, (B) transactions pursuant to
clause (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 reasonably
believes allocates costs fairly, entered into in the ordinary course of
business of which the directors of the Issuers have been notified,


 


                                (10)         transactions with Affiliates solely in
their capacity as holders of Indebtedness or Capital Stock of the Issuer, any
NTL Holding Company or any of its Subsidiaries, so long as such Affiliates are
treated no more favorably than holders of such Indebtedness or Capital Stock
generally,


 


                                (11)         any agreement in effect on the Closing
Date or any amendment or other modification thereto (so long as such amendment
or other modification is not disadvantageous to the Holders in any material
respect) 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) any
officer, director or consultant of CCFC, the Issuer, any other Restricted
Subsidiary or any other NTL Holding Company pursuant to agreements outstanding
on the Closing Date or entered into pursuant to clause (4) above, or (B) any
NTL 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 is
hereby amended and restated to read in its entirety as follows:


 


                No director,
officer, employee, incorporator or shareholder of NTL Incorporated, Parent, any
Intermediate Guarantor, the Issuer, any Subsidiary Guarantor, or any Note
Guarantor, as such, will have any liability for any obligations of NTL
Incorporated, Parent, any Intermediate Guarantor, the Issuer, any Subsidiary
Guarantor or other Note Guarantor under the Parent Guarantee, the Intermediate
Guarantees, the Notes, the Subsidiary Guarantees, other Guarantees or this
Indenture, or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases such liability.  The waiver and
release are part of the consideration for issuance of the Notes.  The waiver may not be effective to waive liabilities
under U.S. Federal securities laws.


 


                                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
First 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
FIRST 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).


 


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


 


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(D)          In
case any provision in this First 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.


(E)           The
parties may sign any number of copies of this First Supplemental
Indenture.  Each signed copy shall be an
original, but all of them together represent the same agreement, binding on the
parties hereto.


(F)           The
titles and headings of the sections of this First Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a
part of this First Supplemental Indenture, and shall in no way modify or
restrict any of the terms or provisions hereof.


(G)           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 First
Supplemental Indenture or the recitals contained herein, all of which recitals
are made by the Issuer and the Guarantors solely.


 


(Signature pages follow.)


 


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IN
WITNESS WHEREOF, the parties hereto have caused this First 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

  	
   

  
	
   

  	
   

  
	
  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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