EXHIBIT 99.2
AMENDMENT
AMENDMENT, dated as of October 4, 2006 (this "AMENDMENT"), to the
Credit Agreement, dated as of March 3, 2006 (as amended from time to time prior
to the date hereof, the "CREDIT AGREEMENT"), among QVC, INC., a Delaware
corporation (the "BORROWER"), the several banks and other financial institutions
or entities from time to time parties to the Credit Agreement (the "LENDERS"),
JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"), WACHOVIA CAPITAL MARKETS, LLC, as syndication agent (in
such capacity, the "SYNDICATION AGENT"), and X.X. XXXXXX SECURITIES INC. and
WACHOVIA CAPITAL MARKETS, LLC, as joint lead arrangers and joint bookrunners
(collectively, in such capacity, the "JOINT LEAD ARRANGERS").
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrower;
WHEREAS, the Borrower intends to enter into a credit agreement (the
"NEW CREDIT AGREEMENT") with Wachovia Bank, N.A., as the administrative agent,
Wachovia Capital Markets, LLC and Banc of America Securities LLC, as the joint
lead arrangers, Wachovia Capital Markets, LLC, Banc of America Securities LLC
and X.X. Xxxxxx Securities Inc., as the joint bookrunners, and Bank of America,
N.A. and X.X. Xxxxxx Securities Inc., as the joint syndication agents, in
connection with initial term and delayed draw term facilities;
WHEREAS, the Borrower has requested certain amendments to the Credit
Agreement as more fully set forth herein; and
WHEREAS, the Lenders are willing to agree to such amendments on the
terms and subject to the conditions contained in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.
SECTION 2. AMENDMENTS TO SECTION 1.01. (a) Section 1.01 of the Credit
Agreement is hereby amended by deleting therefrom the definition of "Restricted
Stock Plans" in its entirety and inserting the following new definition in
appropriate alphabetical order:
"STOCK COMPENSATION PLANS" means compensation plans in connection with
which the Borrower and its Subsidiaries make payments to LMC and its
Affiliates in consideration for securities of LMC issued to employees
of the Borrower and its Subsidiaries, as provided for in the
Restricted Stock Award Agreements between LMC and employees of the
Borrower and its Subsidiaries, dated November 12, 2003 and the Liberty
Media Corporation 2000 Incentive Plan, as the same may be amended,
supplemented or replaced from time to time.
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(b) Section 1.01 of the Credit Agreement is hereby further amended by
deleting the table from the definition of "PRICING GRID" in its entirety and
inserting the following new table:
Consolidated Leverage Applicable Rate for Applicable Rate for
Ratio Commitment Fee Eurocurrency Loans ABR Loans
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GREATER THAN 3.50:1.00 0.200% 1.000% 0%
LESS THAN OR EQUAL TO 3.50:1.00 0.175% 0.875% 0%
LESS THAN OR EQUAL TO 3.00:1.00 0.150% 0.750% 0%
LESS THAN OR EQUAL TO 2.50:1.00 0.125% 0.625% 0%
LESS THAN OR EQUAL TO 2.00:1.00 0.100% 0.550% 0%
LESS THAN OR EQUAL TO 1.50:1.00 0.090% 0.450% 0%
SECTION 3. AMENDMENT TO SECTION 6.01. Section 6.01 of the Credit
Agreement is hereby amended by deleting clause (b) in its entirety and replacing
it with the following new clause (b):
the Borrower will not create, incur, assume or permit to exist any
secured Indebtedness of the Borrower ("SECURED INDEBTEDNESS"), and
will not permit any Subsidiary to create, incur, assume or permit to
exist any Indebtedness of such Subsidiary (whether secured or
unsecured) ("SUBSIDIARY INDEBTEDNESS," and together with Secured
Indebtedness, "PRIORITY INDEBTEDNESS"), unless either (i) the
aggregate outstanding principal amount of Priority Indebtedness does
not exceed, at the time of and after giving effect to such creation,
incurrence or assumption, 50% of the Consolidated EBITDA of the
Borrower for the most recently completed four fiscal quarter period
(to be calculated at the time of each such creation, incurrence or
assumption) or (ii) the Loans benefit equally and ratably from the
security for such Secured Indebtedness or, in the case of Subsidiary
Indebtedness that is secured, for such Subsidiary Indebtedness and
benefit from Guarantees from the Subsidiaries that have incurred such
secured or unsecured Subsidiary Indebtedness, as applicable, (in each
case on terms reasonably satisfactory to the Administrative Agent),
PROVIDED that in either case, after giving effect to such Priority
Indebtedness, (i) no Default shall have occurred and be continuing and
(ii) the Borrower shall be in compliance with Section 6.10 hereof on a
PRO FORMA basis reflecting such Priority Indebtedness.
SECTION 4. AMENDMENT TO SECTION 6.06. Section 6.06 of the Credit
Agreement is hereby amended by deleting the words "existing Restricted Stock
Plans" in clause (c) and inserting in lieu thereof the words "Stock Compensation
Plans".
SECTION 5. CONSENT TO CHANGE IN APPLICABLE RATE. The parties hereto
agree that until the first Adjustment Date occurring after December 31, 2006,
the Applicable Rate shall be determined by reference to the third level (i.e.
LESS THAN OR EQUAL TO3.00:1.00) of the Pricing Grid.
SECTION 6. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective upon the date (the "EFFECTIVE DATE") on which the last of the
following conditions precedent becomes satisfied:
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(a) the Borrower and the Administrative Agent shall have each
executed and delivered this Amendment;
(b) the Administrative Agent shall have received executed letters
with respect to this Amendment substantially in the form attached hereto as
Exhibit A (a "LENDER CONSENT LETTER") from Lenders constituting the Required
Lenders; and
(c) the conditions precedent set forth in Section 4.01 of the New
Credit Agreement shall have been satisfied (or will be satisfied upon the
effectiveness of this Amendment).
The Administrative Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding.
SECTION 7. REPRESENTATIONS AND WARRANTIES.
(a) In order to induce the Administrative Agent and the Lenders to
enter into this Amendment, the Borrower hereby represents and warrants to the
Administrative Agent and the Lenders that, after giving effect to this
Amendment, (i) the representations and warranties of the Borrower made in the
Credit Agreement are true and correct in all material respects on and as of the
Effective Date (after giving effect hereto) as if made on and as of the
Effective Date (except where such representations and warranties expressly
relate to an earlier date in which case such representations and warranties were
true and correct in all material respects as of such earlier date) and (ii) no
Default has occurred and is continuing; provided that all references to the
"Agreement" in the Credit Agreement shall be and are deemed to mean the Credit
Agreement as amended hereby.
(b) The Borrower hereby represents and warrants that: as of the date
hereof it has all necessary corporate power and authority to execute and deliver
the Amendment; the execution and delivery by the Borrower of the Amendment have
been duly authorized by all necessary corporate action on its part; and the
Amendment has been duly executed and delivered by the Borrower and constitutes
the Borrower's legal, valid and binding obligation, enforceable in accordance
with its terms.
SECTION 8. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Amendment
shall not constitute an amendment or waiver of or consent to any provision of
the Credit Agreement not expressly referred to herein and shall not be construed
as an amendment, waiver or consent to any action on the part of the Borrower
that would require an amendment, waiver or consent of the Administrative Agent
or the Lenders except as expressly stated herein. Except as expressly amended
hereby, the provisions of the Credit Agreement are and shall remain in full
force and effect in accordance with its terms. All references to the "Agreement"
in the Credit Agreement shall be and are deemed to mean the Credit Agreement as
amended hereby.
SECTION 9. COUNTERPARTS. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts
(including by facsimile), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
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SECTION 10. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.
QVC, INC.
By:
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Name:
Title:
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
By:
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Name:
Title:
EXHIBIT A
LENDER CONSENT LETTER
QVC, INC. CREDIT AGREEMENT
DATED AS OF MARCH 3, 2006
To: JPMorgan Chase Bank, N.A., as Administrative Agent
under the Credit Agreement referred to below
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of March 3, 2006
(as amended from time to time prior to the date hereof, the "CREDIT AGREEMENT"),
among QVC, INC., a Delaware corporation (the "BORROWER"), the several banks and
other financial institutions or entities from time to time parties to the Credit
Agreement (the "LENDERS"), JPMORGAN CHASE BANK, N.A., as administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT"), WACHOVIA CAPITAL MARKETS, LLC,
as syndication agent (in such capacity, the "SYNDICATION AGENT"), and X.X.
XXXXXX SECURITIES INC. and WACHOVIA CAPITAL MARKETS, LLC, as joint lead
arrangers and joint bookrunners (collectively, in such capacity, the "JOINT LEAD
ARRANGERS").
The Borrower has requested certain amendments to the Credit Agreement
on the terms and conditions described in the Amendment to the Credit Agreement
to which this Lender Consent Letter is attached as Exhibit A (the "AMENDMENT").
The undersigned Lender hereby consents to the Amendment, and hereby
consents to the Administrative Agent entering into the Amendment pursuant to
Section 9.02(b) of the Credit Agreement.
Very truly yours,
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(NAME OF LENDER)
By:
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Name:
Title
Dated as of ___________, 2006
