EXHIBIT 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of October 29, 1998 (the "FIRST
SUPPLEMENTAL INDENTURE"), between NTL (Bermuda) Limited ("NTL (BERMUDA)"),
a Bermuda corporation and Bank of Montreal Trust Company, as trustee (the
"TRUSTEE").
WHEREAS, Comcast UK Cable Partners Limited (the "COMPANY") executed
and delivered to the Trustee the Indenture dated as of November 15, 1995
(the "BASE INDENTURE" and, together with the First Supplemental Indenture,
the "INDENTURE"), providing for the issuance of the Company's 11.20% Senior
Discount Debentures due 2007 (the "DEBENTURES");
WHEREAS, Debentures in the aggregate principal amount of $517,321,000
at maturity are currently outstanding under the Indenture;
WHEREAS, Section 9.1 of the Base Indenture provides that the Company,
when authorized by a resolution of its Board of Directors, and the Trustee
may amend or supplement the Indenture and the Debentures without notice to
or consent of any Holder to evidence the succession in accordance with
Article V of the Base Indenture of another Person to the Company and the
assumption by any such successor of the covenants of the Company therein
and in the Debentures;
WHEREAS, in accordance with and as contemplated by Section 9.2 of the
Base Indenture, the Company has solicited and received the written consent
of the Holders of not less than a majority in aggregate principal amount at
maturity of the Debentures then outstanding to waive Section 5.1(a)(iii) of
the Base Indenture in order to permit an amalgamation (the "AMALGAMATION")
of the Company with NTL (Bermuda), with the separate existence of the
Company and NTL (Bermuda) continuing in the form of the company resulting
from the Amalgamation (the "AMALGAMATED COMPANY") under the name "NTL
(Bermuda) Limited".
WHEREAS, following the Amalgamation, the Amalgamated Company will be
liable for the obligations of the Company under the Debentures and the
Indenture; and
WHEREAS, all requirements necessary to make this First Supplemental
Indenture a valid instrument in accordance with its terms, have been
performed, and the execution and delivery of this First Supplemental
Indenture have been duly authorized in all respects.
NOW, THEREFORE, each party hereto agrees as follows for the benefit of
each other party and for the equal and ratable benefit of the Holders of
the Debentures:
ARTICLE 1
DEFINITIONS
Section 1.1. Defined Terms. Capitalized terms used in this First
Supplemental Indenture and not otherwise defined herein shall have the
meaning assigned to such term in the Base Indenture.
ARTICLE 2
SUCCESSOR CORPORATION
Section 2.1. Substitution of Successor Entity. As provided in Section
5.2 of the Base Indenture, the Amalgamated Company shall be liable for the
obligations of the Company under the Debentures and the Indenture,
including the due and punctual payment of the principal of, premium, if
any, and the interest on the Debentures and the performance and observance
of every covenant of the Indenture to be performed or observed on the part
of the Company. The Amalgamated Company hereby succeeds to, and is
substituted for, and may exercise every right and power of the Company
under the Debentures and the Indenture.
ARTICLE 3
MISCELLANEOUS
Section 3.1. Instruments to Be Read Together. This First Supplemental
Indenture is an indenture supplemental to the Base Indenture, and such Base
Indenture and this First Supplemental Indenture shall henceforth be read
together.
Section 3.2. Confirmation. The Indenture, as amended and supplemented
by this First Supplemental Indenture, shall remain in full force and effect
and is hereby confirmed and preserved in all respects.
Section 3.3. Headings and References. The headings of the Articles and
Sections of this First Supplemental Indenture have been inserted for
convenience only, and are not to be considered a part hereof and shall in
no way modify or restrict any of the terms and provisions hereof. Unless
otherwise specifically defined herein, each term used herein which is
defined in the Base Indenture shall have the meaning assigned to such term
in the Base Indenture. Each reference to "hereof", "hereunder", "herein"
and "hereby" and each other similar reference and each reference to "this
Indenture" and each similar reference contained in the Base Indenture shall
from and after the date hereof refer to the Base Indenture as amended
hereby.
Section 3.4. Governing Law. This First Supplemental Indenture shall be
governed by the laws of New York State without regard to the conflicts of
law rules of such state.
Section 3.5. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together
constitute one and the same instrument.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed as of the date first written
above.
NTL (BERMUDA) LIMITED
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President-General
Counsel and Secretary
BANK OF MONTREAL TRUST COMPANY,
AS TRUSTEE
By: /s/ Amy Roberts
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Name: Amy Roberts
Title: Vice President