First Amendment to Amended and Restated 364-Day Credit Agreement among Time Warner Cable Inc., Time Warner Entertainment Company, L.P., and Lenders

Summary

This amendment updates the terms of a 364-day credit agreement originally made between Time Warner Cable Inc., Time Warner Entertainment Company, L.P., and a group of banks and financial institutions. The amendment revises certain definitions and maturity dates in the agreement, clarifies calculation methods, and confirms that all other terms remain unchanged. The amendment becomes effective once all parties have signed it, and it is governed by New York law. The companies confirm that their representations remain accurate and that no default has occurred.

EX-10.14 24 g81986exv10w14.txt EX-10.14 FIRST AMENDMENT 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] 2 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/ Raymond G. Murphy ------------------------------------- Name: Raymond G. Murphy Title: Vice President & Treasurer TIME WARNER CABLE, INC. By: /s/ Landel Hobbs ------------------------------------- Name: Landel Hobbs Title: Executive Vice President and Chief Financial Officer JPMORGAN CHASE BANK, as Administrative Agent By: /s/ Joan Fitzgibbon -------------------------------------- Name: Joan M. Fitzgibbon Title: Managing Director JPMORGAN CHASE BANK By: /s/ Joan Fitzgibbon -------------------------------------- Name: Joan M. Fitzgibbon Title: Managing Director BANK OF AMERICA, N.A. By: /s/ James T Gilland -------------------------------------- Name: James T. Gilland Title: Managing Director ABN AMRO BANK N.V. By: /s/ David Carrington -------------------------------------- Name: David Carrington Title: Group Vice President By: /s/ Shilpa Parandekar -------------------------------------- Name: Shilpa Parandekar Title: Assistant Vice President CITIBANK, N.A. By: /s/ Julio Ojea-Quintana -------------------------------------- Name: Julio Ojea-Quintana Title: Director BNP PARIBAS By: /s/ Nuala Marley -------------------------------------- Name: Nuala Marley Title: Director By: /s/ Todd Rodgers -------------------------------------- Name: Todd Rodgers Title: Vice President BANK ONE, NA By: /s/ Jennifer L. Jones -------------------------------------- Name: Jennifer L. Jones Title: Associate Director BARCLAYS BANK PLC By: /s/ L. Peter Yetman -------------------------------------- Name: L. Peter Yetman Title: Director DEUTSCHE BANK AG, NEW YORK BRANCH By: /s/ Andreas Neumeier -------------------------------------- Name: Andreas Neumeier Title: Director By: /s/ Peter Eschmann -------------------------------------- Name: Peter Eschmann Title: Vice President THE ROYAL BANK OF SCOTLAND PLC By: /s/ David A. Lucas -------------------------------------- Name: David A. Lucas Title: Senior Vice President WESTLB AG, NEW YORK BRANCH (formerly known as Westdeutsche Landesbank Girozentrale) By: /s/ Lucie Guernsey -------------------------------------- Name: Lucie Guernsey Title: Director By: /s/ Richard Pearse -------------------------------------- Name: Richard Pearse Title: Executive Director THE BANK OF NOVA SCOTIA By: /s/ Vincent J. Fitzgerald, Jr. -------------------------------------- Name: Vincent J. Fitzgerald, Jr. Title: Authorized Signatory DRESDNER BANK AG, NEW YORK & GRAND CAYMAN BRANCHES 5 By: /s/ Brian Haughney -------------------------------------- Name: Brian Haughney Title: Vice President By: /s/ William E. Lambert -------------------------------------- Name: William E. Lambert Title: Vice President FLEET NATIONAL BANK By: /s/ Patrick Bonebrake -------------------------------------- Name: Patrick Bonebrake Title: Director HSBC BANK USA By: /s/ Christopher J. Heusler -------------------------------------- Name: Christopher J. Heusler Title: Vice President MIZUHO CORPORATE BANK, LTD. By: /s/ Raymond Ventura -------------------------------------- Name: Raymond Venture Title: Senior Vice President MORGAN STANLEY BANK By: /s/ Jaap L. Tonckens -------------------------------------- Name: Jaap L. Tonkens Title: Vice President THE BANK OF TOKYO-MITSUBISHI, LTD., NY BRANCH By: /s/ Spencer Hughes -------------------------------------- Name: Spencer Hughes Title: Authorized Signatory BEAR STEARNS CORPORATE LENDING INC. 6 By: /s/ Victor F. Bulzacchelli -------------------------------------- Name: Victor F. Bulzacchelli Title: Authorized Signatory COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Robert S. Taylor, Jr. -------------------------------------- Name: Robert S. Taylor, Jr. Title: Senior Vice President By: /s/ Andrew P. Lusk -------------------------------------- Name: Andrew P. Lusk Title: Assistant Vice President MERRILL LYNCH BANK USA By: /s/ Louis Alder -------------------------------------- Name: Louis Alder Title: Vice President LEHMAN COMMERCIAL PAPER INC. By: /s/ Suzanne Flynn -------------------------------------- Name: Suzanne Flynn Title: Authorized Signatory SOCIETE GENERALE By: /s/ Mark Vigil -------------------------------------- Name: Mark Vigil Title: Managing Director MELLON BANK, NA By: /s/ Thomas J. Tarasovich, Jr. -------------------------------------- Name: Thomas J. Tarasovich, Jr. Title: Lending Officer LLYODS TSB BANK PLC By: /s/ Windsor R. Davies -------------------------------------- Name: Windsor R. Davies Title: Director 7 By: /s/ Richard M. Heath -------------------------------------- Name: Richard M. Heath Title: Vice President NATIONAL AUSTRALIA BANK A.C.N. 004044937 By: /s/ Eduardo Salazar -------------------------------------- Name: Eduardo Salazar Title: Head, TMT - Americas NORDDEUTSCHE LANESBANK GIROZENTRALE NEW YORK AND/OR CAYMAN ISLANDS BRANCH By: /s/ Josef Haas -------------------------------------- Name: Josef Haas Title: Vice President By: /s/ Stephanie Finnen -------------------------------------- Name: Stephanie Finnen Title: Vice President SUMITOMO MITSUI BANKING CORPORATION By: /s/ Leo E. Pagarigan -------------------------------------- Name: Leo E. Pagarigan Title: Senior Vice President THE BANK OF NEW YORK By: /s/ Geoffrey C. Brooks -------------------------------------- Name: Geoffrey C. Brooks Title: Senior Vice President UFJ BANK LIMITED By: /s/ Joseph E. Leo -------------------------------------- Name: Joseph E. Leo Title: Vice President 8 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Patrick McCarthy -------------------------------------- Name: Patrick McCarthy 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/ Raymond G. Murphy -------------------------------------- Name: Raymond G. Murphy Title: Vice President & Treasurer WARNER COMMUNICATIONS INC. By: /s/ Raymond G. Murphy -------------------------------------- Name: Raymond G. Murphy Title: Vice President & Treasurer