EXHIBIT: 10.14
FIRST AMENDMENT
TWC 364-DAY AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF JULY 8, 2002,
AND AMENDED AND RESTATED AS OF MARCH 31, 2003
FIRST AMENDMENT, dated as of March 31, 2003 (this
"Amendment"), to the AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT (the
"Agreement"), dated as of July 8, 2002 and amended and restated as of March 31,
2003, among TIME WARNER CABLE INC., a Delaware corporation ("Parent"), Time
Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE";
together with Parent, the "Companies"), the several banks and other financial
institutions from time to time parties to the Agreement (the "Lenders"), ABN
AMRO BANK N.V. and BNP Paribas, as co-documentation agents, BANK OF AMERICA,
N.A. and CITIBANK, N.A., as co-syndication agents, and JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, pursuant to the Agreement, the Lenders have agreed to
make, and have made, certain loans and extensions of credit to the Companies;
and
WHEREAS, the Companies have requested that the Administrative
Agent and the Lenders enter into this Amendment.
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:
I. Definitions. Unless otherwise defined herein, terms
defined in the Agreement shall be used as so defined.
II. Amendments to Agreement. (a) Section 1.01 of the
Agreement is hereby amended by deleting the definitions of the following defined
terms contained therein in their respective entireties and substituting in lieu
thereof the following definitions:
"'Commitment Termination Date' means the earlier to occur of
(a) the Initial Maturity Date and (b) the date on which the
Commitments shall terminate in their entirety in accordance
with the provisions of this Agreement."
"'Commitment Utilization Percentage' means on any day the
percentage expressed as a fraction (a) the numerator of which
is the sum of the aggregate outstanding Revolving Credit
Exposure of the Lenders under this Agreement on such day and
(b) the denominator of which is the sum of the Commitments of
the Lenders under this Agreement on such day; provided that on
any day subsequent to the Initial Maturity Date, if a Term Out
Notice has been delivered pursuant to Section 2.09(f), the
aggregate amount of the Commitments of the Lenders under this
Agreement for the purposes of this definition shall be the
aggregate amount of the outstanding Revolving Credit Exposure
of the Lenders."
"'Extended Maturity Date' means the date that is the first
anniversary of the Initial Maturity Date."
"'Initial Maturity Date' means the Business Day immediately
preceding the earlier to occur of (a) the date that is six
months after the first anniversary of the Effective Date and
(b) the first anniversary of the Amendment Effective Date."
(b) Section 2.09 of the Agreement is hereby amended by
deleting the words "second anniversary" in paragraph (f) thereof and inserting
in lieu thereof the words "first anniversary".
III. Conditions to Effectiveness. This Amendment shall
become effective on the date upon which the Administrative Agent shall have
received this Amendment, duly executed and delivered by each Company, each TWE
Partner Guarantor and each Lender.
IV. Representations and Warranties. The Companies
represent and warrant to each Lender that: (a) the representations and
warranties made by the Companies and the other Credit Parties in or pursuant to
the Credit Documents are true and correct in all material respects on and as of
the date hereof (except to the extent that such representations and warranties
are expressly made only as of an earlier date, in which case such
representations and warranties shall have been true and correct in all material
respects on and as of such earlier date) and all references to the Agreement
therein shall be deemed to include the Agreement as amended by this Amendment,
and (b) after giving effect to the amendments contained herein, no Default or
Event of Default has occurred and is continuing.
V. Continuing Effect. Except as expressly amended
hereby, the Agreement and the other Credit Documents shall continue to be and
shall remain in full force and effect in accordance with their terms. Except as
expressly set forth herein, this Amendment shall not by implication or otherwise
limit, impair, constitute a waiver of, or otherwise affect the rights and
remedies of the Lenders under the Agreement or any other Credit Document, and
shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Agreement or
any other Credit Document.
VI. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
VII. Counterparts. This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a
signature page to this Amendment by telecopy shall be effective as delivery of a
manually executed counterpart of this Amendment.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
TIME WARNER ENTERTAINMENT COMPANY, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Treasurer
TIME WARNER CABLE, INC.
By: /s/ Xxxxxx Xxxxx
-------------------------------------
Name: Xxxxxx Xxxxx
Title: Executive Vice President and Chief
Financial Officer
JPMORGAN CHASE BANK, as
Administrative Agent
By: /s/ Xxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK
By: /s/ Xxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Managing Director
BANK OF AMERICA, N.A.
By: /s/ Xxxxx X Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Managing Director
ABN AMRO BANK N.V.
By: /s/ Xxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxxx
Title: Group Vice President
By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Assistant Vice President
CITIBANK, N.A.
By: /s/ Xxxxx Xxxx-Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxx-Xxxxxxxx
Title: Director
BNP PARIBAS
By: /s/ Xxxxx Xxxxxx
--------------------------------------
Name: Xxxxx Xxxxxx
Title: Director
By: /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
BANK ONE, NA
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Associate Director
BARCLAYS BANK PLC
By: /s/ L. Xxxxx Xxxxxx
--------------------------------------
Name: L. Xxxxx Xxxxxx
Title: Director
DEUTSCHE BANK AG, NEW YORK BRANCH
By: /s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
WESTLB AG, NEW YORK BRANCH
(formerly known as Westdeutsche Landesbank
Girozentrale)
By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Director
THE BANK OF NOVA SCOTIA
By: /s/ Xxxxxxx X. Xxxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx, Xx.
Title: Authorized Signatory
DRESDNER BANK AG, NEW YORK & GRAND CAYMAN
BRANCHES
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By: /s/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Xxxxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director
HSBC BANK USA
By: /s/ Xxxxxxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxx
Title: Vice President
MIZUHO CORPORATE BANK, LTD.
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Venture
Title: Senior Vice President
XXXXXX XXXXXXX BANK
By: /s/ Jaap L. Tonckens
--------------------------------------
Name: Jaap X. Xxxxxxx
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI, LTD., NY
BRANCH
By: /s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
BEAR XXXXXXX CORPORATE LENDING INC.
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By: /s/ Xxxxxx X. Xxxxxxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxxxx
Title: Authorized Signatory
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Senior Vice President
By: /s/ Xxxxxx X. Xxxx
--------------------------------------
Name: Xxxxxx X. Xxxx
Title: Assistant Vice President
XXXXXXX XXXXX BANK USA
By: /s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
XXXXXX COMMERCIAL PAPER INC.
By: /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Authorized Signatory
SOCIETE GENERALE
By: /s/ Xxxx Xxxxx
--------------------------------------
Name: Xxxx Xxxxx
Title: Managing Director
MELLON BANK, NA
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
--------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx, Xx.
Title: Lending Officer
LLYODS TSB BANK PLC
By: /s/ Windsor X. Xxxxxx
--------------------------------------
Name: Windsor X. Xxxxxx
Title: Director
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By: /s/ Xxxxxxx X. Xxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
NATIONAL AUSTRALIA BANK
A.C.N. 004044937
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Head, TMT - Americas
NORDDEUTSCHE LANESBANK GIROZENTRALE NEW
YORK AND/OR CAYMAN ISLANDS BRANCH
By: /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Vice President
By: /s/ Xxxxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ Xxx X. Xxxxxxxxx
--------------------------------------
Name: Xxx X. Xxxxxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK
By: /s/ Xxxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
UFJ BANK LIMITED
By: /s/ Xxxxxx X. Xxx
--------------------------------------
Name: Xxxxxx X. Xxx
Title: Vice President
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Xxxxxxx XxXxxxxx
--------------------------------------
Name: Xxxxxxx XxXxxxxx
Title: Vice President
9
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned parties to the TWE Partner Guarantee,
dated as of July 8, 2002 and as amended, supplemented or otherwise modified from
time to time, made by the undersigned in favor of JPMorgan Chase Bank, as
Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the
transactions contemplated by the foregoing Amendment to the Agreement and (b)
acknowledges and agrees that the guarantee of such party contained in the TWE
Partner Guarantee is, and shall remain, in full force and effect after giving
effect to such Amendment and all prior modifications to the Agreement.
AMERICAN TELEVISION AND
COMMUNICATIONS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Treasurer
WARNER COMMUNICATIONS INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President & Treasurer
