FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.15
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 7, 2013 among the guarantors listed in Schedule 1 hereto (each a “Guaranteeing Company” and, together, the “Guaranteeing Companies”), Virgin Media Secured Finance PLC, as Issuer (the “Issuer”), and The Bank of New York Mellon, acting through its London Branch, as Trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, Lynx 1 Corp. (“Lynx I”) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 22, 2013, providing for the issuance of an initial aggregate principal amount of the $1,000,000,000 53/8% Senior Secured Notes due 2021 (the “Dollar Notes”) and the £1,100,000,000 6% Senior Secured Notes due 2021 (the “Sterling Notes” and together with the Dollar Notes, the “Notes”).
WHEREAS, the Issuer acceded to the Indenture pursuant to an accession agreement, dated as of the date hereof, among Lynx I, the Issuer and the Trustee, whereby the Issuer assumed all of the obligations of Lynx I under the Indenture and the Notes and Lynx I was released from its obligations thereunder.
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Companies shall execute and deliver to the Trustee a Supplemental Indenture pursuant to which each Guaranteeing Company shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Guarantee”); and
WHEREAS, pursuant to Sections 9.01(4) and 9.05 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Company hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in such Guarantee and in the Indenture.
3. NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator member or stockholder of the Issuer, the Company, any of its parent companies or any of its Subsidiaries or Affiliates, as such shall have any liability for any obligations of the Issuer under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations of their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT 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.
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EXECUTION VERSION
6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Companies and the Issuer.
9. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes.
10. SUCCESSORS. All covenants and agreements in this Supplemental Indenture by the parties hereto shall bind their successors.
(Signature page to follow)
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EXECUTION VERSION
SCHEDULE 1
Virgin Media Inc. (formally known as Viper US MergerCo 1 LLC)
Virgin Media Bristol LLC USA
Virgin Media Finance PLC
Virgin Media Investment Holdings Limited
Virgin Media Limited
Virgin Media Secured Finance PLC
Virgin Media SFA Finance Limited
Virgin Media Wholesale Limited
VMIH Sub Limited
NTL Victoria Limited
Barnsley Cable Communications Limited
BCMV Limited
Birmingham Cable Limited
Cable Camden Limited
Cable Enfield Limited
Cable Xxxxxxx & Islington Limited
Cable Haringey Limited
Doncaster Cable Communications Limited
Eurobell (South West) Limited
Eurobell (Sussex) Limited
Eurobell (Xxxx Xxxx) Limited
Eurobell Internet Services Limited
Halifax Cable Communications Limited
Middlesex Cable Limited
NTL Business Limited
NTL Cablecomms Xxxxxx
NTL Cablecomms Bromley
NTL Cablecomms Bury and Rochdale
NTL Cablecomms Cheshire
NTL Cablecomms Derby
NTL Cablecomms Greater Manchester
NTL Cablecomms Macclesfield
NTL Cablecomms Oldham and Tameside
NTL Cablecomms Solent
NTL Cablecomms Staffordshire
NTL Cablecomms Stockport
NTL Cablecomms Surrey
NTL Cablecomms Sussex
NTL Cablecomms Wessex
NTL Cablecomms Wirral
NTL Cambridge Limited
NTL Glasgow
NTL Kirklees
NTL Midlands Limited
NTL Wirral Telephone and Cable TV Company
Sheffield Cable Communications Limited
Telewest Communications (Cumbernauld) Limited
Telewest Communications (Dumbarton) Limited
Telewest Communications (Dundee & Perth) Limited
Telewest Communications (Falkirk) Limited
Telewest Communications (Glenrothes) Limited
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EXECUTION VERSION
Telewest Communications (Midlands and North West) Limited
Telewest Communications (Midlands) Limited
Telewest Communications (Motherwell) Limited
Telewest Communications Networks Limited
Telewest UK Limited
Virgin Media Business Limited
Virgin Media Investments Limited
Virgin Media Payments LTD
Virgin Mobile Group (UK) Limited
Virgin Mobile Holdings (UK) Limited
Virgin Mobile Telecoms Limited
Virgin Net Limited
VMWH Limited
Wakefield Cable Communications Limited
X-Tant Limited
Avon Cable Joint Venture
Telewest Communications (London South) Joint Venture
Telewest Communications (North East) Partnership
(Signature page to follow.)
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| VIRGIN MEDIA SECURED FINANCE PLC | ||
| By: |
Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA INC. | ||
| By: |
Authorized Signatory | |
| Name: |
||
| Title: |
||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA BRISTOL LLC | ||
| By: |
Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA FINANCE PLC | ||
| By: |
Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA INVESTMENT HOLDINGS LIMITED | ||
| By: |
Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA LIMITED | ||
| By: |
Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA SFA FINANCE LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA WHOLESALE LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VMIH SUB LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL VICTORIA LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| BARNSLEY CABLE COMMUNICATIONS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| BCMV LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| BIRMINGHAM CABLE LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| CABLE CAMDEN LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| CABLE ENFIELD LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| CABLE XXXXXXX & ISLINGTON LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| CABLE HARINGEY LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| DONCASTER CABLE COMMUNICATIONS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| EUROBELL (SOUTH WEST) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| EUROBELL (SUSSEX) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| EUROBELL (XXXX XXXX) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| EUROBELL INTERNET SERVICES LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| HALIFAX CABLE COMMUNICATIONS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| MIDDLESEX CABLE LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL BUSINESS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS XXXXXX | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS BROMLEY | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS BURY AND ROCHDALE | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS CHESHIRE | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS DERBY | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS GREATER MANCHESTER | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS MACCLESFIELD | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS OLDHAM AND TAMESIDE | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS SOLENT | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS STAFFORDSHIRE | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS STOCKPORT | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS SURREY | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS SUSSEX | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS WESSEX | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CABLECOMMS WIRRAL | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL CAMBRIDGE LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL GLASGOW | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL KIRKLEES | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL MIDLANDS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| NTL WIRRAL TELEPHONE AND CABLE TV COMPANY | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| SHEFFIELD CABLE COMMUNICATIONS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (CUMBERNAULD) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (DUMBARTON) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (DUNDEE & PERTH) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (FALKIRK) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (GLENROTHES) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (MIDLANDS AND NORTH WEST) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (MIDLANDS) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (MOTHERWELL) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS NETWORKS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST UK LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA BUSINESS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA INVESTMENTS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MEDIA PAYMENTS LTD | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MOBILE GROUP (UK) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MOBILE HOLDINGS (UK) LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN MOBILE TELECOMS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VIRGIN NET LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| VMWH LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| WAKEFIELD CABLE COMMUNICATIONS LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| X-TANT LIMITED | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| AVON CABLE JOINT VENTURE | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (LONDON SOUTH) JOINT VENTURE | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| TELEWEST COMMUNICATIONS (NORTH EAST) PARTNERSHIP | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
| THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH | ||
| By: | Authorized Signatory | |
| Name: | ||
| Title: | ||
(Signature Page to Supplemental Indenture to the Senior Secured Notes Indenture)
