-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ITUzYFW+druZGMr14F+a1fehbvC8mmIqe7zP89Q5oOoHHZGF4NqCcvRkNLUBKfBh AAaD9zxNac7DeFjNSOmn+g== 0000895345-04-000791.txt : 20041102 0000895345-04-000791.hdr.sgml : 20041102 20041102134205 ACCESSION NUMBER: 0000895345-04-000791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20041102 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEWEST GLOBAL INC CENTRAL INDEX KEY: 0001270400 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 593778247 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50886 FILM NUMBER: 041112594 BUSINESS ADDRESS: STREET 1: C/O CT CORPORATION SYSTEM STREET 2: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 442072995000 MAIL ADDRESS: STREET 1: 160 GREAT PORTLAND STREET CITY: LONDON STATE: X0 ZIP: W1W 5QA 8-K 1 tp8k_telewestglobal.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2004 TELEWEST GLOBAL, INC. (Exact name of registrant as specified in its charter) Delaware File No. 000-50886 59-3778247 (State of incorporation) (Commission File Number) (IRS Employer Identification No.) 160 Great Portland Street London W1W 5QA, United Kingdom ---------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: +44-20-7299-5000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT COMMITMENT LETTER FOR SECURED CREDIT FACILITIES On November 2, 2004, our subsidiary Telewest Communications Networks Limited ("TCN") executed a commitment letter (the "Commitment Letter") for new pound 1.8 billion credit facilities (the "Facilities"). Drawings under the Facilities together with cash on hand are planned to be used to repay all outstanding borrowings under the group's existing pound 2.03 billion senior credit facilities. The proposed Facilities consist of five tranches, one of which is a revolving facility in the amount of pound 100 million. It is not expected that an immediate drawdown will occur under the revolving facility. TCN is the primary borrower under the new facilities which will be guaranteed by Telewest UK Limited and several of TCN's subsidiaries (the "Guarantors") and underwritten by Barclays Capital, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland. COMMITMENT LETTER The commitment letter and the summary terms and conditions thereto (the "Term Sheet") set out the terms and conditions on which the mandated lead arrangers named therein will arrange and the underwriters named therein will underwrite a bank financing (the "Financing") on behalf of TCN and its direct and indirect subsidiaries and associated partnerships (together, the "TCN Group"). The commitment of each of the mandated lead arrangers and underwriters to arrange and underwrite, respectively, the facilities contemplated by the Financing is subject to customary conditions, including the negotiation of finance documentation on terms satisfactory to the mandated lead arrangers and the underwriters and the execution and delivery of the documentation by the parties thereto. In addition, any of the mandated lead arrangers and the underwriters may terminate their respective obligations under the commitment letter under certain circumstances, including: (a) on or after the close of business in London on January 31, 2005, unless the first drawdown under the Facilities has occurred on or before that date; and (b) if a change occurs after the date hereof which has or is reasonably likely to have, a material adverse effect on the business, assets, operations or financial condition of the TCN Group taken as a whole. Certain changes to the Facilities and their terms may occur during the syndication process. TERM SHEET All capitalized terms not defined have the meaning given to them in the Commitment Letter and the Term Sheet, attached hereto as Exhibits 10.1 and 10.2. The Facilities are expected to be comprised of the following five tranches: Tranches, Availability and Amortization (a) A 7-year amortizing term loan facility of a maximum amount of pound 700,000,000, available in Sterling in a single drawing, amortizing semi-annually starting June 30, 2005 ("Tranche A"); (b) An 8-year repayment multi-currency term loan facility in a maximum amount of pound 425,000,000, available in Euro, U.S. Dollars and/or Sterling in a single drawing, payable in two equal installments 7 1/2 and 8 years after the date that the Senior Facilities are entered into (the "Closing Date") ("Tranche B"); (c) A 9-year repayment multi-currency term loan facility in a maximum amount of pound 325,000,000, available in Euro, U.S. Dollars and/or Sterling in a single drawing, payable in two equal installments 8 1/2 and 9 years after the Closing Date ("Tranche C" and, together with Tranche A and Tranche B, the "Senior Term Facilities"); (d) A 7-year revolving loan facility in a maximum amount of pound 100,000,000, available in Sterling (the "Revolving Facility" and, together with the Senior Term Facilities, the "Senior Facilities"); and (e) A 9 1/2-year bullet repayment multi-currency second lien term loan facility in a maximum amount of pound 250,000,000, available in Euro, U.S. Dollars and/or Sterling in a single drawing, payable 9 1/2 years after the Closing Date (the "Second Lien Facility" and, together with the Senior Facilities, the Facilities). Call Protection on the Second Lien Facility Any prepayment of the Second Lien Facility within 12 months after the Closing Date ("Non-Call Period") will be subject to payment of a make-whole premium based on customary market standards. After the end of the Non-Call Period, prepayment may be made in whole or in part, subject to a prepayment premium equal to the following percentages of the principal amount of the Second Lien Facility being prepaid: (i) 2.00% prior to the second anniversary of the Closing Date, (ii) 1.00% after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, and (iii) 0.00% thereafter. Interest Tranches A, B and C and the Revolving Facility will bear interest at a rate of (a) EURIBOR (for any Euro-denominated advance) or LIBOR (for any advance denominated in another currency) plus (b) the applicable cost of complying with any reserve requirements plus an applicable margin. The applicable margin for Tranche A and the Revolving Facility is 2.25%, for Tranche B 2.75% and for Tranche C 3.25%. The applicable interest rate for the Second Lien Facility will be determined based on market conditions. In addition the applicable margin for Tranche A and the Revolving Facility is subject to a margin ratchet based upon the ratio of Consolidated Net Borrowings to Consolidated Annualized TCN Group Net Operating Cash Flow ranging between 1.50% and 2.25%. The applicable margin for the Tranche B shall be subject to a margin ratchet such that, from and after the first quarter date occurring at least 6 months after the closing date on which the ratio of Consolidated Net Borrowings to Consolidated Annualized TCN Group Net Operating Cash Flow (each of the above terms to be defined in the Senior Facilities Agreement) is less than or equal to 3.0 to 1.0, the Tranche B margin shall be reduced by 25 basis points. Other Terms The TCN Group will be subject to customary financial, affirmative and negative covenants under the Facilities. The TCN Group is also subject to a number of customary mandatory prepayment events. The descriptions of the Commitment Letter and the Term Sheet set forth above are qualified in their entirety by the complete text of those documents, which are filed as Exhibits 10.1 and 10.2 hereto, respectively. Closing of the Facilities is expected prior to January 31, 2005. Definitive documentation for the Facilities (which is currently subject to completion) will be filed subsequent to closing. EXHIBITS Exhibit 10.1 Letter Agreement, dated November 2, 2004 between Telewest Communications Network Limited on the one hand and Barclays Capital, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland on the other hand ("Committment Letter"). Exhibit 10.2 Summary of principal terms and conditions of Facilities ("Term Sheet") (excluding Annex A thereto). Exhibit 99.1 Press release issued by Telewest Global, Inc. on November 2, 2004 announcing that its subsidiary Telewest Networks Communications Limited has executed a commitment letter for new (pound)1.8 billion credit facilities. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TELEWEST GLOBAL, INC. Dated: November 2, 2004 By: /s/ Clive Burns ---------------------------- Name: Clive Burns Title: Company Secretary EX-10.1 2 commitmentltr.txt COMMIT. LTR Exhibit 10.1 PRIVATE AND CONFIDENTIAL To: Telewest Communications Networks Limited 160 Great Portland Street London W1N 5TB Attn: David Buckingham 2 November 2004 Ladies and Gentlemen, TELEWEST COMMUNICATIONS NETWORKS LIMITED - COMMITMENT LETTER Each of Barclays Capital, the investment banking division of Barclays Bank PLC (together with Barclays Bank PLC referred to as "BARCLAYS CAPITAL"), BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland (each as "MANDATED LEAD ARRANGER" and, collectively, the "MANDATED LEAD ARRANGERS") hereby confirm their commitment to arrange, on your behalf, certain bank financing (the "FINANCING") described herein, with an international syndicate of lenders. Each of Barclays Bank PLC, BNP Paribas, Citibank, N.A., Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland1 (each an "UNDERWRITER" and, collectively, the "UNDERWRITERS"), hereby further confirm their commitment to underwrite (or procure that their customary funding affiliate underwrites) the Financing on the terms and conditions of this Commitment Letter and the detailed terms and conditions as set out in the Summary of Principal Terms and Conditions attached hereto (the "SUMMARY TERMS AND CONDITIONS"). Capitalised terms, unless otherwise defined, shall bear the same meanings as those ascribed to them in the Summary Terms and Conditions. 1. FINANCING Subject to the terms of this letter (incorporating the Summary Terms and Conditions, the "COMMITMENT LETTER") and a fees letter to be entered into between yourselves and ourselves in connection with the Financing (the "FEES LETTER" and, together with the Commitment Letter, the "COMMITMENT DOCUMENTS"), we are pleased to confirm the terms on which you have exclusively mandated us: - ------------------------ 1 Legal lending entities to be determined upon confirmation of identity of Borrowers (a) to lead arrange, and on which the Mandated Lead Arrangers are willing to lead arrange, the Financing; and (b) to underwrite, and on which the Underwriters are willing to underwrite, one hundred per cent. (100%) of the Financing in the following proportions: SENIOR SECOND LIEN FACILITIES FACILITY Barclays Capital 16.667% 20% BNP Paribas 16.667% 10% Citibank, N.A. 16.667% 20% Credit Suisse First Boston 16.667% 20% Deutsche Bank AG London 16.667% 20% Royal Bank of Scotland 16.667% 10% ----------------------------- 100% 100% ----------------------------- The net proceeds of the Financing will be available for the purposes of (i) refinancing all of the Existing Senior Credit Facilities Agreement and (ii) the on-going working capital needs and general corporate purposes of Telewest Communications Networks Limited ("TCN") and its subsidiaries and associated partnerships (together with TCN, the "TCN GROUP"). The Financing will comprise: (i) pound 1,450 million of senior secured term loan facilities; (ii) pound 100 million of senior secured revolving credit facilities; and (iii) pound 250 million of second lien financing, together referred to as the "FACILITIES", details of which are set out in the attached Summary Terms and Conditions. The commitment of each Mandated Lead Arranger and each Underwriter is several and the failure by one Mandated Lead Arranger or Underwriter to perform its obligations hereunder shall not prejudice the rights or obligations of the other Mandated Lead Arrangers or, as the case may be, any other Underwriters. Each Mandated Lead Arranger and Underwriter may enforce its rights separately and you may enforce your rights against each Mandated Lead Arranger and Underwriter separately. No Mandated Lead Arranger or Underwriter shall be responsible for the obligations of any other Mandated Lead Arranger, or as the case may be, Underwriter. 2. CONDITIONS OF COMMITMENT The Mandated Lead Arrangers' commitment to arrange and the Underwriters' commitment to underwrite the Financing is subject to the following conditions: (a) the negotiation of customary finance documentation (including, without limitation, loan and intercreditor agreements and guarantee, security and associated documentation for the Financing, including legal opinions (together, the "FINANCING DOCUMENTATION")) on terms satisfactory to the Mandated Lead Arrangers and the Underwriters (acting reasonably) and their execution and delivery by the parties thereto. The Financing Documentation will be drafted by counsel to the Mandated Lead Arrangers and, unless otherwise agreed by TCN, will incorporate, without limitation, the terms and conditions set out in the Commitment Documents; (b) receipt by us of a copy of the Fees Letter dated as at the date hereof and counter-signed by you; (c) Barclays Capital, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland being appointed as joint bookrunners for the Facilities; (d) confirmation that the consolidated financial statements of the TCN Group for the fiscal quarter ended September 2004 are not materially inconsistent with the budget ("6:6 Plan") for that quarter most recently provided to us prior to the date hereof (it being understood that neither adjustments relating to fresh start accounting nor reasonable stock option costs shall be taken into account for the purposes of determining compliance with this paragraph (d)); and (e) compliance by you and your subsidiaries with the terms of the Commitment Documents in all material respects. 3. ASSIGNMENTS AND AMENDMENTS You may not assign or transfer any of your rights, or (except as provided in paragraph 13) be relieved of any of your obligations, under the Commitment Documents, without the prior written consent of the Mandated Lead Arrangers (and any purported assignment or transfer without such consent shall be void). Subject to the terms of the Commitment Documents, the Mandated Lead Arrangers and the Underwriters may assign or transfer all or any of our respective rights and obligations under the Commitment Documents to any of our respective affiliates that customarily acts as the funding affiliate of such Mandated Lead Arranger or Underwriter; provided that any such assignment or transfer shall not be permitted without the prior consent of TCN if as a result of such assignment or transfer any member of the TCN Group would incur any additional obligation or liability by way of withholding tax. This Commitment Letter may not be amended or modified and no provision may be waived except by an instrument in writing signed by TCN, the Mandated Lead Arrangers and the Underwriters. 4. SYNDICATION TIMETABLE The parties to this Commitment Letter have agreed to use all reasonable endeavours to comply with the following timetable: (a) launch of syndication to existing lenders by no later than the week commencing 1 November 2004; and (b) launch of syndication to new lenders by no later than the week commencing 8 November 2004. 5. INDEMNIFICATION TCN hereby agrees to indemnify and hold harmless each of those parties listed in Annex A to this Commitment Letter on the terms and subject to the conditions set out therein. 6. Confidentiality and Conflicts (a) You will not, without the prior written consent of the Mandated Lead Arrangers and Underwriters, disclose the contents of the Commitment Documents or their existence to any person except, following your acceptance of this Commitment Letter in accordance with its terms: (i) to the extent required by any court or other regulatory body, by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject; or (ii) to your employees and your legal or financial advisers who are made aware of, and either agree to be bound by, the obligations under this paragraph prior to such information being disclosed to them or are in any event subject to confidentiality obligations as a matter of law or professional practice. (b) None of the Mandated Lead Arrangers or the Underwriters will, without the prior written consent of TCN (save where already disclosed pursuant to paragraph (a) above), disclose the contents of the Commitment Documents or their existence or any information relating to the Financing or Telewest Global, Inc., Telewest UK Limited, TCN or any of their respective subsidiaries or associated partnerships or joint venture or minority interests (collectively, the "GROUP") which it receives from you or any other Mandated Lead Arranger or Underwriter or any of their affiliates to any person except: (i) as required by law or to comply with the rules of or any request by any regulatory body or applicable securities exchange to which you or we are subject or with which we are obliged to comply, in which case we shall provide you with reasonable prior notice to the extent possible; or (ii) to any potential transferee, assignee or other participant in the commitments hereunder, our employees and our legal or financial advisers who are made aware of, and either agree to be bound by, the obligations under this paragraph prior to such information being disclosed to them or are in any event subject to confidentiality obligations as a matter of law or professional practice. (c) You acknowledge that the Mandated Lead Arrangers, the Underwriters or any of their respective affiliates may be providing debt financing, equity capital or other services (including corporate or financial advisory services) to persons with whom you may have conflicting interests in connection with the Financing or otherwise. The appointments of the Mandated Lead Arrangers and the commitments of the Underwriters under this Commitment Letter do not prevent the Mandated Lead Arrangers or the Underwriters from providing such services to its other clients or customers. Without prejudice to the generality of paragraph 6(b), the Mandated Lead Arrangers and the Underwriters will keep confidential any information relating to the Financing or the Group which it receives from you or your advisers from any of its other clients or customers. You acknowledge that the Mandated Lead Arrangers and the Underwriters have no obligation to you, to use in connection with the Financing, or to furnish to you or any of your affiliates or advisers, information obtained from other clients or customers. 7. EXCLUSIVITY In consideration of the Mandated Lead Arrangers and the Underwriters entering into this Commitment Letter you agree that during the period from the date of your counter-signature of this Commitment Letter to the date which is the earlier of the Closing Date and 31 January 2005: (a) you will negotiate with us in good faith and on an exclusive basis to finalise and to enter into the Financing Documentation on terms consistent with those set out in this Commitment Letter; (b) you will not agree or negotiate with any other bank or financial institution any refinancing of the Existing Senior Credit Facilities Agreement by such bank or financial institution by debt raised in the domestic or international debt markets, and you will not approach, mandate or appoint, or solicit or respond to any offer from any other bank or financial institution to arrange or underwrite any such financing; and (c) you will not seek to replace the Mandated Lead Arrangers or the Underwriters as the lead arrangers and underwriters of the Financing (save as contemplated by paragraph 13). 8. DELEGATION Subject to the provisions of paragraph 3, each of the Mandated Lead Arrangers and the Underwriters may employ the services of any of its affiliates in providing the services contemplated by this Commitment Letter and each of the Mandated Lead Arrangers and Underwriters reserves the right to allocate, in whole or in part, to such affiliates the fees payable under the Commitment Documents in such manner as they and such affiliates may agree in their sole discretion. You acknowledge that the Mandated Lead Arrangers, the Underwriters and such affiliates may share with each other any information relating to the Group, the Financing or any of the matters contemplated by the Committment Documents. Any such affiliate may rely on this Commitment Letter. 9. ANNOUNCEMENT You, the Mandated Lead Arrangers and the Underwriters each agree that none of us nor any of our respective affiliates shall make any announcement relating to the Financing without the prior consent of the other persons save to the extent that such announcement is required by law or to comply with the rules of any regulatory body or applicable securities exchange to which you or we are subject. The use of the names of the Mandated Lead Arrangers and Underwriters on any announcement or communication relating to the Financing must appear in alphanumerical order. 10. GOVERNING LAW AND JURISDICTION This Commitment Letter shall be governed by and construed in accordance with English law. For the benefit of the Mandated Lead Arrangers and the Underwriters, you agree that the courts of England have jurisdiction to settle any disputes in connection with the Commitment Documents and accordingly submit to the exclusive jurisdiction of the English courts and waive any defence of inconvenient forum which may be available. 11. THIRD PARTY RELIANCE Save as expressly provided otherwise in this Commitment Letter, a person who is not a party to this Commitment Letter may not rely on it and the terms of the Contracts (Rights of Third Parties) Act 1999 are excluded. The parties to this Commitment Letter may amend this Commitment Letter in writing without the consent of any third party. 12. SURVIVAL The provisions of paragraphs 5, 6, 9, 10 11 and 12 of this Commitment Letter shall survive the termination of the obligations of any of the parties under this Commitment Letter or its expiry. 13. COMMITMENT AND TERMINATION (a) The commitments of the Mandated Lead Arrangers and Underwriters under this Commitment Letter will commence upon your signature and return of the Commitment Documents. (b) Following your acceptance of this Commitment Letter as provided in subparagraph (a) above, any of the Mandated Lead Arrangers and the Underwriters may terminate its obligations under this Commitment Letter (by written notice to each of the other parties to this Commitment Letter) only in the following circumstances: (i) on or after the close of business in London on 31 January 2005, unless the first drawdown under the Facilities has occurred on or before that date; or (ii) if you breach any term of the Commitment Documents in any material respect and that breach, if capable of remedy, is not remedied within 10 business days of the date notice is given to you of such breach; or (iii)any factual information relating to the Group received by any of the Mandated Lead Arrangers or the Underwriters (or any of their advisers) from you (or any of your advisers) or any representation made by you to any of the Mandated Lead Arrangers or the Underwriters (or any of their advisers) prior to the signing date of the Financing Documentation is inaccurate or misleading in any respect which would be reasonably likely to materially prejudice the achievement of a Successful Syndication (as defined in the Fees Letter) of the Facilities; or (iv) if you fail to disclose any facts or information to the Mandated Lead Arrangers or the Underwriters, which are within your knowledge and which has or is reasonably likely to have, a material adverse effect on the business, assets, operations or financial condition of the TCN Group taken as a whole; or (v) if a change occurs after the date hereof which has or is reasonably likely to have, a material adverse effect on the business, assets, operations or financial condition of the TCN Group taken as a whole. (c) You may terminate the appointment of any Mandated Lead Arranger or the commitment of any Underwriter hereunder (by written notice to each of the other parties to this Commitment Letter): (i) if such Mandated Lead Arranger or Underwriter breaches or indicates its intention to breach any term of the Commitment Documents relating to its obligation to fund its commitments under this Commitment Letter; or (ii) if such Mandated Lead Arranger or Underwriter breaches any term of the Commitment Documents (other than as specified in sub-paragraph (i) above) in any material respect and that breach, if capable of remedy is not remedied within 10 business days of the date on which you give notice of such breach; or (iii)if the representation given by such Mandated Lead Arranger or Underwriter in paragraph 2(b) of the Fees Letter is incorrect in any material respect; or (iv) on or after the close of business in London on the date which is the earlier of the Closing Date and 31 January 2005, and upon such termination you shall (save as provided in paragraph 11) and without prejudice to the rights of any other Mandated Lead Arranger or Underwriter against you in respect of any breach of the Commitment Documents prior to such termination) have no further obligations to such Mandated Lead Arranger or Underwriter under the Commitment Documents. 14. CLASSIFICATION The Mandated Lead Arrangers and the Underwriters will treat you for the purposes of their respective appointments under this Commitment Letter, as an intermediate customer within the meaning of and for the purposes of the Financial Services Authority Handbook of Rules and Guidance (the "Handbook"). In addition, you agree that you will, at any time upon the request of the Mandated Lead Arrangers and the Underwriters and in connection with the requirements set out in the Handbook, provide the Mandated Lead Arrangers and the Underwriters within a reasonable period after such request, documentation evidencing the existence, ownership and control of any obligors under the loan documentation in relation to the Financing. The offer contained in this Commitment Letter shall remain in effect until close of business in London on 2 November 2004 at which time it will expire unless written acceptance of each of the Commitment Documents has been received by each of the Mandated Lead Arrangers (marked for the attention of Andrew Shellard (in the case of Barclays Capital) Louis Kenna in the case of BNP Paribas, Paul Shedel (in the case of Citigroup Global Markets Limited), Marisa Drew (in the case of Credit Suisse First Boston), Guy du ParcBraham (in the case of Deutsche Bank AG London) and Mike Cunningham in the case of Royal Bank of Scotland) from you in accordance with the instructions set out below. This Commitment Letter may be signed in any number of counterparts, which shall have the same effect as if the signatures on the counterparts were signatures on a single copy of this Commitment Letter. The provisions of this Commitment Letter supersede all prior oral and/or written understandings and agreements related to the Financing and, together with the other Commitment Documents, shall (until the execution and delivery of the Financing Documentation), comprise the entire agreement (in respect of the matters referred therein) between us. Please indicate your acceptance of this Commitment Letter by countersigning this Commitment Letter in the space indicated below, whereupon it shall constitute a binding agreement between us, and returning two original copies of such signed counterpart together with two original signed copies of the Fees Letter, one to each of the Mandated Lead Arrangers, marked in each case for the attention of the relevant person specified above. We look forward to your favourable response to our proposal and to your mandate to us to proceed with this transaction. Yours faithfully, THE MANDATED LEAD ARRANGERS - --------------------------- For and on behalf of For and on behalf of BARCLAYS CAPITAL BNP PARIBAS /s/ ANDREW SHELLARD /s/ LOUIS KENNA /s/ PAUL GIBBON For and on behalf of For and on behalf of CITIGROUP GLOBAL MARKETS CREDIT SUISSE FIRST BOSTON LIMITED /s/ MARISA DREW /s/ PAUL SHEDEL For and on behalf of For and on behalf of DEUTSCHE BANK AG LONDON ROYAL BANK OF SCOTLAND /s/ GUY DU PARC BRAHAM /s/ KIERAN RYAN /s/ BRIAN BASSETT THE UNDERWRITERS - ---------------- For and on behalf of For and on behalf of BARCLAYS BANK PLC BNP PARIBAS /s/ ANDREW SHELLARD /s/ LOUIS KENNA /s/ PAUL GIBBON For and on behalf of For and on behalf of CITIBANK, N.A. CREDIT SUISSE FIRST BOSTON /s/ PAUL SHEDEL /s/ MARISA DREW For and on behalf of For and on behalf of DEUTSCHE BANK AG LONDON ROYAL BANK OF SCOTLAND /s/ GUY DU PARC BRAHAM /s/ KIERAN RYAN /s/ BRIAN BASSETT We accept and agree the terms of the foregoing letter. For and on behalf of TELEWEST COMMUNICATIONS NETWORKS LIMITED /s/ Neil Smith - ------------------------ Name: NEIL SMITH Title: Director Date: 2 November 2004 ANNEX A INDEMNIFICATION 1. In the event that any of the Mandated Lead Arrangers, the Underwriters or any of their respective affiliates or any of their respective partners, directors, agents, advisers or employees (each a "RELEVANT PERSON") becomes involved in any capacity in any action, proceeding, or investigation brought by or against any person, including without limitation shareholders of Telewest Global, Inc., TCN or any of their respective subsidiaries arising out of, in connection with or as a result of either the commitment or any matter referred to in the Commitment Documents, you agree promptly on request to reimburse the Relevant Person for its reasonable legal and other expenses (including the reasonable cost of any investigation and preparation of any defence) arising out of or incurred in connection therewith. You also agree (provided that in doing so, you and your subsidiaries' respective positions are not materially prejudiced (including by acting contrary to any confidentiality undertaking or so as to prejudice any legal privilege to which they are entitled)) to afford reasonable cooperation to each Relevant Person and to give, so far as you are able to procure the giving of, all such information and render all such assistance to the Relevant Persons as they may reasonably request in connection with any such action, proceeding or investigation and not to take any action which might reasonably be expected to prejudice the position of a Relevant Person in relation to any such action, proceeding or investigation without the consent of the Relevant Person concerned (such consent not to be unreasonably withheld). Notwithstanding the aforesaid, you shall not be liable for any reimbursement or obliged to give any information or render any assistance or be precluded from taking any action pursuant to this paragraph, to the extent that any action, proceeding or investigation arises from the bad faith, gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents or a breach of such Relevant Person's obligations under the Commitment Documents. 2. You also agree to indemnify and hold harmless each Relevant Person from and against any and all losses, liabilities, claims, damages, and reasonable costs or expenses incurred by such Relevant Person in connection with or as a result of any action, claim, investigation or proceeding commenced in relation to its appointments or commitments or any matter referred to in the Commitment Documents and in particular (without limitation to the generality of the foregoing) arising out of or in relation to or in connection with any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final offering materials or information memorandum prepared in connection with the Financing (including, without limitation, any preliminary summary of the Financing prepared by the Mandated Lead Arrangers and approved by you or your professional advisors on your behalf) or any filings with or submissions to any governmental or self regulatory authority or agency or securities exchange, in each case, approved by you or your professional advisers on your behalf, or caused by an omission (or alleged omission) to state therein a material fact necessary to make the statements therein in the light of the circumstances under which they are made, not misleading, except to the extent that any such losses, liabilities, claims, damages, costs or expenses are the result of bad faith, gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents or a breach of such Relevant Person's obligations under the Commitment Documents. 3. You also agree that the Relevant Persons shall not have any liability including, but not limited to, any direct, indirect, incidental or consequential damages to you or any person asserting claims on your behalf arising out of or in connection with or as a result of performing the services that are the subject of the Commitment Documents, except (i) to the extent such liability is the result of bad faith, gross negligence or wilful misconduct of the Relevant Person in performing the services that are the subject of the Commitment Documents or (ii) liability of the Relevant Person to you resulting from a breach of such Relevant Person's obligations under the Commitment Documents. 4. Each Relevant Person may rely on the terms of this Commitment Letter. 5. No provision of this Commitment Letter shall apply so as to exclude any liability of the Relevant Persons which by the Handbook or other applicable law or regulations cannot be excluded by agreement with you. ANNEX B ANTI-TYING DISCLOSURE Citigroup's Global Corporate and Investment Bank ("GCIB") maintains a policy of strict compliance to the anti-tying provisions of the Bank Holding Company Act of 1956, as amended, and the regulations issued by the Federal Reserve Board implementing the anti-tying rules (collectively, the "Anti-tying Rules"). Moreover our credit policies provide that credit must be underwritten in a safe and sound manner and be consistent with Section 23B of the Federal Reserve Act and the requirements of federal law. Consistent with these requirements, and the GCIB's Anti-tying Policy: o You will not be required to accept any product or service offered by Citibank or any Citigroup affiliate as a condition to the extension of commercial loans or other products or services to you by Citibank or any of its subsidiaries, unless such a condition is permitted under an exception to the Anti-tying Rules. o The GCIB will not vary the price or other terms of any Citibank product or service based on a condition that you purchase any other product or service from Citibank or any Citigroup affiliate, unless we are authorized to do so under an exception to the Anti-tying Rules. o The GCIB will not require you to provide property or services to Citibank or any affiliate of Citibank as a condition to the extension of a commercial loan to you by Citibank or any Citibank subsidiary, unless such a requirement is reasonably required to protect the safety and soundness of the loan. o The GCIB will not require you to refrain from doing business with a competitor of Citigroup or any of its affiliates as a condition to receiving a commercial loan from Citibank or any of its subsidiaries, unless the requirement is reasonably designed to ensure the soundness of the loan. EX-10.2 3 twtsheet.txt TERM SHEET Exhibit 10.2 TELEWEST COMMUNICATIONS NETWORKS LIMITED SECURED CREDIT FACILITIES SUMMARY OF PRINCIPAL TERMS AND CONDITIONS The following summary contains basic summary information about the Facilities. This summary may not contain all of the information or terms that are contained in the Senior Facilities Agreement or the Second Lien Facility Agreement. CLOSING DATE: The date of first utilisation under the Senior Facilities Agreement not to be later than 31 January 2005. BORROWER: Telewest Communications Networks Limited ("TCN" or the "BORROWER") and such other borrower as may be provided for as contemplated by the Fees Letter. PARENT: Telewest UK Limited ("TELEWEST UK"). ULTIMATE PARENT: Telewest Global, Inc. ("TELEWEST GLOBAL"). GROUP: Ultimate Parent and all of its subsidiaries, including each member of the Target Group, following a Merger Event. TCN GROUP: TCN and its direct and indirect subsidiaries and its associated partnerships (but, following a Separation, excluding all or part of the Flextech Group the subject of such Separation) and, following an Integrated Merger Event, including the Target Group. Once all or part of the Flextech Group is excluded, the excluded business shall automatically be released from the guarantee and security package and any sale of any part of the Flextech Group shall be excluded from the mandatory repayment provision. GUARANTORS: Telewest UK and sufficient members of the TCN Group as will be necessary to ensure that the Borrower and the Guarantors constitute 95% of the Consolidated Annualised TCN Group Net Operating Cash Flow. OBLIGORS: The Borrower and the Guarantors (the "OBLIGORS"). INSTRUCTING GROUP: In relation to each of the Senior Facilities Agreement and the Second Lien Facility Agreement any Lender or a group of Lenders to whom more than 66 2/3% of the aggregate amount outstanding under the Senior Facilities or the Second Lien Facility (as the case may be) are owed. MANDATED LEAD Barclays Capital, BNP Paribas, Citigroup Global ARRANGERS: Markets Limited, Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland (the "MANDATED LEAD ARRANGERS" or "MLAs"). BOOKRUNNERS: Barclays Capital, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche Bank AG London and Royal Bank of Scotland (the "BOOKRUNNERS"). FACILITY AGENT FOR [To Come] (the "SENIOR AGENT"). THE SENIOR LENDERS: FACILITY AGENT FOR [To Come] (the "SECOND LIEN AGENT" and together THE SECOND LIEN with the Senior Agent, the "AGENTS"). LENDERS: SECURITY TRUSTEE: [To Come] (the "SECURITY TRUSTEE"). LENDERS: A group of additional lenders to be determined by the MLAs with the consent of the Borrower. SENIOR FACILITIES: The Senior Facilities will consist of a: (i) 7-year amortizing term loan facility of a maximum amount of pound 700,000,000 (the "A FACILITY" or "TRANCHE A"); (ii) 8-year repayment multi-currency term loan facility in a maximum amount of pound 425,000,000 (the "B FACILITY" or "TRANCHE B"); (iii)9-year repayment multi-currency term loan facility in a maximum amount of pound 325,000,000 (the "C FACILITY" or "TRANCHE C" and, together with the A Facility and the B Facility, the "SENIOR TERM FACILITIES"); and (iv) 7-year revolving loan facility in a maximum amount of pound 100,000,000 (which shall include an overdraft facility) (save as availability thereunder is reduced from time to time by an amount equal to the aggregate principal amount of (1) any securitisation programme which is a permitted disposal under the Facilities Agreements, and (2) any amount which would otherwise be required to be held in a blocked account under the terms of the Facilities Agreements (the "REVOLVING FACILITY" and, together with the Senior Term Facilities, the "SENIOR FACILITIES"). SECOND LIEN FACILITY: A 9 1/2 year bullet repayment multi-currency second lien term loan facility in a maximum amount of pound 250,000,000 (the "SECOND LIEN FACILITY" and, together with the Senior Term Facilities, the "TERM FACILITIES"). The Term Facilities together with the Revolving Facility are referred to as the "FACILITIES". The Second Lien Facility will be documented in a separate agreement on identical terms to the Senior Facilities, save where otherwise required by virtue of its second lien status. AMOUNTS AND A FACILITY: Available in Sterling in a single AVAILABLITY: drawing, with an amortization schedule as set forth below: Repayment Date Amount Repayable -------------- ---------------- 30 June 2005 pound 5,000,000 31 December 2005 pound 15,000,000 30 June 2006 pound 25,000,000 31 December 2006 pound 30,000,000 30 June 2007 pound 40,000,000 31 December 2007 pound 50,000,000 30 June 2008 pound 65,000,000 31 December 2008 pound 70,000,000 30 June 2009 pound 80,000,000 31 December 2009 pound 80,000,000 30 June 2010 pound 80,000,000 31 December 2010 pound 80,000,000 30 June 2011 pound 80,000,000 B FACILITY: Available in Euro, U.S. Dollars and/or Sterling in a single drawing. Amounts outstanding under the B Facility are due in two equal installments payable 7 1/2 and 8 years after the date of the Senior Facilities Agreement. C FACILITY: Available in Euro, U.S. Dollars and/or Sterling in a single drawing. Amounts outstanding under the C Facility are due in two equal installments payable 8 1/2 and 9 years after the date of the Senior Facilities Agreement. REVOLVING FACILITY. The Revolving Facility will be available for drawing in Sterling, subject to the utilisation in full of the Term Facilities and will be available by way of drawings or documentary credits ("DOCUMENTARY CREDITS"). The Revolving Facility will be available until the day one month prior to the final maturity date in respect of the Revolving Facility, subject to a cleandown provision to ensure that the outstanding amounts under the Revolving Facility are reduced to zero for a period of at least five consecutive business days in each annual period. After an Integrated Merger Event, drawings and repayments under the Revolving Facility shall be made in accordance with the Pari Passu Intercreditor Agreement. The Borrower also has the option to cancel all or any portion of the Revolving Facility at any time. SECOND LIEN FACILITY: Available in Euro, U.S. Dollars and/or Sterling in a single drawing. Amounts outstanding under the Second Lien Facility are due in one installment payable 9 1/2 years after the date of the Second Lien Facility Agreement. ANCILLARY FACILITIES: The Borrower may, subject to certain conditions, request one or more of the following specialised facilities: (i) overdraft, automated payment, cheque drawing or other current account facility, (ii) forward foreign exchange facility, (iii) derivatives facility, (iv) guarantee, bond issuance, documentary or stand-by letter of credit facility, (v) performance bond facility and/or (vi) any other facility as agreed upon in writing (each an "ANCILLARY FACILITY"). Each Ancillary Facility will reduce the commitments under the Revolving Facility by a corresponding amount. The maximum amounts of Revolving Facility which may be used by way of Ancillary Facility is (pound)60,000,000. PURPOSE: The Term Facilities shall be applied towards the repayment of amounts outstanding under and in connection with the existing Loan Agreement dated 16 March 2001, as amended and restated pursuant to a supplemental deed dated 14 July 2004 and as further amended, supplemented or modified from time to time (the "EXISTING SENIOR CREDIT FACILITIES AGREEMENT"), accrued interest, break costs and any other fees and expenses associated with this transaction. To the extent the Term Facilities are insufficient to meet such payments in full, a portion of the Revolving Facility shall be applied towards such purposes and the remainder of the Revolving Facility shall be applied towards working capital and general corporate purposes of the TCN Group. CONDITIONS First utilisation of the Facilities is PRECEDENT TO FIRST conditional upon the receipt of, inter alia: UTILISATION: (i) customary corporate documentation and resolutions; (ii) necessary authorizations and clearances; (iii) annual audited financial statements of the TCN Group for financial year ended 31 December 2003 and quarterly unaudited financial statements of the TCN Group for each financial quarter ended after such date and at least 45 days prior to the Closing Date; (iv) payment of all fees to the extent then due under the terms of the Fees Letter or the Agency Fee Letter (as defined below); (v) duly executed copies of the finance documentation including a facilities agreement for the Senior Facilities (a "SENIOR FACILITIES AGREEMENT"), a facility agreement for the Second Lien Facility (a "SECOND LIEN FACILITY AGREEMENT" and together with the Senior Facilities Agreement, the "FACILITIES AGREEMENTS"), an agency fee letter (the "AGENCY FEE LETTER"), intercreditor agreements and security documentation (collectively the "FINANCING DOCUMENTATION"); (vi) copy of the group structure chart; (vii) legal opinions; (viii) in the case of the Senior Facilities, the Senior Agent being satisfied that pound 250,000,000 (or such amount in such currencies as may be available under the Second Lien Facility following exercise of the market flex provision), will be drawn under the Second Lien Facility before or simultaneously with such utilisation; (ix) in the case of the Second Lien Facility, the Second Lien Agent being satisfied that pound 1,450,000,000 (or such amount in such currencies as may be available under the Senior Term Facilities following exercise of the market flex provision or as originally denominated in other currencies) will be drawn under the Senior Term Facilities before or simultaneously with such utilisation; and (x) satisfactory evidence that the Existing Senior Credit Facilities Agreement will be repaid in full and all security granted in respect thereof has been or will be released upon first drawdown under the Facilities. together with such other documents or evidence as the Agents may reasonably request or require. SECURITY: The Senior Facilities will be secured by first priority perfected liens over the shares and substantially all of the assets of the Borrower and each of the Guarantors (collectively, the "COLLATERAL"), and the Second Lien Facility will be secured by second priority perfected liens over the Collateral; provided in each case that, in the case of Telewest UK, the Collateral shall be limited to a pledge of the shares of the Borrower and of any receivables from time to time payable to Telewest UK by any member of the TCN Group. INTEREST RATES: TERM FACILITIES: Advances under the Term Facilities will be the sum of EURIBOR (for any Euro-denominated advance) or LIBOR (for any advance denominated in another currency) for the relevant interest period, the applicable cost of complying with any reserve requirements and the applicable margin (either the "A FACILITY MARGIN", the "B FACILITY MARGIN", the "C FACILITY MARGIN" or the "SECOND LIEN FACILITY MARGIN"). The A Facility Margin, subject to Margin Ratchet below, will be 2.25% per annum. The B Facility Margin, subject to Margin Ratchet below, will be 2.75% per annum. The C Facility Margin will be 3.25% per annum. The Second Lien Facility Margin will be determined based on market conditions as set forth in the Fees Letter. REVOLVING CREDIT FACILITY: Advances under the Revolving Facility will be the sum of LIBOR for the relevant period, the applicable cost of complying with any reserve requirements and the applicable margin which, subject to Margin Ratchet below, will be 2.25% per annum (the "REVOLVING FACILITY MARGIN"). The default interest shall be an additional 1.00% to the applicable margin. MARGIN RATCHET: The Applicable Margin for the A Facility and the Revolving Facility shall, beginning with the first quarter date occurring at least 6 months from the Closing Date, each be subject to a margin ratchet based upon the ratio of Consolidated Net Borrowings to Consolidated Annualised TCN Group Net Operating Cash Flow in accordance with the following table: Ratio Applicable Margin ----- ------------------ Greater than or equal to 2.25% 3.75:1 Less than 3.75:1 but greater 2.00% than or equal to 3.5:1 Less than 3.5:1 but greater 1.85% than or equal to 3.25:1 Less than 3.25:1 but greater 1.65% than or equal to 3:1 Less than 3:1 1.50% The Applicable Margin for the B Facility shall be subject to a margin ratchet such that, from and after the first quarter date occurring at least 6 months after the Closing Date on which the ratio of Consolidated Net Borrowings to Consolidated Annualised TCN Group Net Operating Cash Flow is less than or equal to 3.0 to 1.0, the B Facility Margin shall be reduced by 25 basis points. Upon an Event of Default which is continuing, the applicable margin for each of the Revolving Facility, the A Facility and the B Facility will revert back to the initial margin with respect to each such Facility until such time that the Event of Default has been remedied or waived. INTEREST PAYMENTS: TERM FACILITIES: Interest payments to be made at the end of each Interest Period (being 1, 2, 3, 6 or, if available to all of the Lenders, 9 or 12 months in duration, at the election of the Borrower, or a longer period, as agreed by the Lenders (and, if the Term exceeds 6 months, on the expiry of each period of 6 months during such Term)). The default interest period in the event no election is made by the Borrower, will be 3 months. REVOLVING FACILITY: Interest payments to be made at the end of each Term (being 1, 2, 3, 6 or, if available to all of the Lenders, 9 or 12 months in duration, at the election of the Borrower, or a longer period, as agreed by the Lenders (and, if the Term exceeds 6 months, on the expiry of each period of 6 months during such Term)). DOCUMENTARY CREDIT A letter of credit fee equal to the Revolving FEES: Facility Margin will be applied on the outstanding amount of letters of credit. Such fee will be paid in arrears on the last day of each successive period of three months during the term of the relevant Documentary Credit. UNDERWRITING FEES: As set out in the separate Fees Letter. COMMITMENT FEES: As set out in the separate Fees Letter. AGENCY FEE: As set out in the separate Agency Fee Letter. VOLUNTARY Upon 3 business days prior notice for PREPAYMENTS AND cancellations and 5 business days prior COMMITMENT notice for prepayments, the Senior Facilities REDUCTIONS: may be prepaid in whole or in part (if in part, in a minimum amount of pound 5,000,000 or integral multiples of pound 1,000,000) without premium or penalty subject to the payment of any break costs. Any prepayment of the Second Lien Facility prior to the date that is 12 months after the Closing Date (the "NON-CALL PERIOD") will be at par plus the Applicable Make-Whole Premium (to be defined in accordance with customary market terms), together with accrued and unpaid interest, if any, as at the date of prepayment. From and after the end of the Non-Call Period upon 5 business days prior notice, the Second Lien Facility may be prepaid in whole or in part (if in part, in a minimum amount of pound 5,000,000 or integral multiples of pound 1,000,000), subject to the payment of the Second Lien Prepayment Premium referred to below (if applicable) and to the payment of any break costs but otherwise without premium or penalty. SECOND LIEN Any prepayment occurring after the end of the PREPAYMENT Non-Call Period, in whole or in part, of the PREMIUM: Second Lien Facility shall be accompanied by a prepayment fee (the "SECOND LIEN PREPAYMENT PREMIUM") which shall be equal to (i) 2.00% of the principal amount of the Second Lien Facility being prepaid, if such prepayment is made at any time after the end of the Non-Call Period but prior to the second anniversary of the Closing Date, (ii) 1.00% of the principal amount of the Second Lien Facility being prepaid, if such prepayment is made at any time on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, and (iii) 0.00% of the principal amount of the Second Lien Facility being prepaid, if such prepayment is made at any time on or after the third anniversary of the Closing Date. MANDATORY Substantially as set out in Part 1 of Annex A PREPAYMENTS AND hereto. COMMITMENT REDUCTIONS: APPLICATION OF Substantially as set out in Part 1 of Annex A VOLUNTARY OR hereto. MANDATORY PREPAYMENTS: REPRESENTATIONS AND Customary and appropriate for financings of WARRANTIES: this type (to include repetition, where appropriate, on each utilisation date and the first day of each interest period), subject in each case to agreed exceptions and disclosures and where appropriate qualified by reference to materiality or a concept of material adverse effect, including: (i) due organisation and authority to enter into the Financing Documentation; (ii) no deduction or tax withholding for any payment to be made under the Financing Documentation; (iii) claims are at least pari passu with senior unsecured obligations; (iv) no immunity; (v) recognition of governing law and judgments; (vi) no filing or stamp taxes due; (vii) all obligations under Finance Documentation are binding obligations; (viii) no insolvency proceedings (including in relation to (a) winding up, suspension of payments, moratorium, dissolution, adminstration or reorganisation; (b) appointment of liquidator, receiver, adminstrative receiver, adminstrator, compulsory manager or similar officer; (c) composition or compromise of other arrangement or (d) enforcement of any of the Security or any analogous step); (ix) no event of default has occurred; (x) no material proceedings exist or are threatened in writing; (xi) original financial statements are prepared in accordance with UK or US GAAP, as applicable; (xii) no material adverse change since 31 December 2003; (xiii) no material liabilities which have not been disclosed; (xiv) accuracy of information memorandum, no omission of material information, no materially misleading information and reasonable opinions and assumptions made in preparation of information memorandum, budget and business plan; (xv) no indebtedness and encumbrances save as permitted under the Financing Documentation; (xvi) execution of Financing Documentation does not conflict with any other agreement, constitutional documents or applicable law; (xvii) material accuracy of corporate structure; (xviii) compliance with material environmental laws; (xix) all necessary authorisations have been obtained; (xx) ownership of material intellectual property and no infringement of third party intellectual property rights; (xxi) ownership of assets; (xxii) payment of taxes and tax residence of Obligors; (xxiii) compliance with pension plan laws; (xxiv) ownership of assets which are subject to the security; (xxv) shares subject to security are fully paid and transfer of such shares on enforcement not restricted by constitutional documents of relevant issuing company; (xxvi) no execution, expropriation, attachment, distress or analogous process; (xxvii) inapplicability of Investment Company Act and the Public Utility Holding Company Act; (xxviii)U.S. Patriot Act (xxix) compliance with applicable laws; (xxx) no "disqualified persons" under Broadcasting Act 1990; (xxxi) adequate insurance; (xxxii) certification of centre of main interests; and (xxxiii)no material claims made or threatened in writing against Telewest UK pursuant to the Transfer Agreement. FINANCIAL TCN will provide in relation to each of (a) STATEMENTS: the TCN Group and (b) the Group: (i) no later than 120 days after the end of each of TCN's financial years, the consolidated financial statements for such financial year in respect of the TCN Group and of the Group, accompanied by an auditor's report thereon; (ii) no later than 45 days after the end of each of Q1, Q2 and Q3 of each financial year, the unaudited consolidated quarterly financial statements of the TCN Group and of the Group, other than in respect of the financial quarter during which a Merger Event or an Integrated Merger Event occurs, in which case, no later than 90 days after the end of such financial quarter; and (iii) no later than 45 days after the end of Q4 in each financial year, the unaudited consolidated management accounts of the TCN Group and of the Group in respect of such financial quarter. In relation to the financial information of the Group only, the above requirements (including in relation to the Q4 financial statements in (iii) above) may be satisfied by the provision, within the specified time periods, of copies of reports for the Group already filed with the Securities and Exchange Commission ("SEC") for the relevant period (it being acknowledged that the SEC does not currently require the filing of Q4 statements). BUDGET: The Borrower will provide, no later than 31 January each year, the annual budget for the TCN Group for such financial year and projections for the current financial quarter. CHANGE IN Each set of financial information as ACCOUNTING POLICIES: described in the "Financial Statements" section above, will be prepared using accounting policies, practices and procedures consistent with that applied in the preparation of the audited consolidated financial statements of the TCN Group for the period ended December 31, 2003, except that the financial statements will be prepared under U.S. GAAP rather than U.K. GAAP. If changes (other than the change to U.S. GAAP) are made to the TCN Group's accounting policies, practices and procedures and the TCN Group elects to stop preparing its financial statements on the same basis as those financial statements, sufficient information must be provided by TCN to enable the Lenders to make an accurate comparison of the financial positions between the financial information prepared on the changed basis and each set of financial information delivered to the Lenders afterwards. Pursuant to the above, should TCN no longer find it practicable to test compliance with the financial covenants based on the new accounting treatment, then the Agents and TCN will enter into negotiations with a view to agreeing to new covenants, which upon approval by an Instructing Group, will be binding on the Lenders. COMPLIANCE Compliance Certificates delivered by two CERTIFICATES: authorised signatories (one of whom shall be the finance director) of TCN: (a) to be delivered every quarter together with the annual or quarterly (as the case may be) financial information relating to the TCN Group, certifying inter alia, compliance with the financial covenants; and (b) following an Integrated Merger Event, certifying satisfaction of the Merger Event Conditions and certain of the Merger Event Integration Tests (each as defined below). AFFIRMATIVE The following affirmative covenants apply to COVENANTS: the TCN Group, subject in each case to agreed agreed exceptions and where appropriate qualified by reference to materiality or a concept of material adverse effect: (i) application of advances for purposes specified; (ii) execution of Financing Documentation will not constitute financial assistance or fraudulent conveyance; (iii) maintenance of necessary authorisations; (iv) compliance with applicable laws; (v) maintenance of necessary and usual insurance; (vi) maintenance of applicable licences; (vii) protecting and maintaining intellectual property rights; (viii) ensuring all claims rank at least pari passu with claims of unsecured unsubordinated creditors; (ix) payment of taxes; (x) ensure maintenance and operation of pension plans; (xi) compliance with all environmental laws; (xii) provide access to records upon the occurrence of an event of default; (xiii) maintenance of the security test; (xiv) provide group structure chart upon material change or inaccuracy; (xv) contributions to the TCN Group to be by way of subordinated funding, capital contribution on subscription; (xvi) prompt response to "know your client" checks; (xvii) requirement that PWC, D&T, KPMG or E&Y are TCN Group's auditors; (xviii)assistance with the syndication process; (xix) notification of an Integrated Merger Event; (xx) file applicable tax returns; (xxi) preservation of assets; (xxii) hedging; (xxiii)maintenance of bank accounts; (xxiv) further assurances; (xxv) meetings with senior management; (xxvi) compliance with ERISA;and (xxvii)notification of any material claims made against Telewest UK pursuant to the Transfer Agreement. NEGATIVE COVENANTS: Substantially as set out in Part 3 of Annex A hereto. FINANCIAL Substantially as set out in Part 2 of Annex A COVENANTS: hereto. SECOND LIEN The relationship between the Senior INTERCREDITOR Facilities and the Second Lien Facility will AGREEMENT: be governed by an intercreditor agreement on customary market terms with respect to, amongst other things: (a) sharing of security and enforcement proceeds; (b) voluntary prepayments; (c) mandatory prepayment from net proceeds of asset disposals and insurance recoveries, equity proceeds and debt proceeds; (d) enforcement standstills; (e) payment blockages; (f) turnover; (g) advance consents or waivers with respect to Collateral; (h) agreements not to challenge priority; and (i) amendments to their respective facility agreements. PARI PASSU Following an Integrated Merger Event, the INTERCREDITOR Lenders under each of the Facilities AGREEMENT: Agreements agree to enter into a Pari Passu Intercreditor Agreement (in a form to be agreed) with the lenders in respect of Target Group Financial Indebtedness and Target Group Refinancing Indebtedness which will govern the relationship between the parties with respect to: (a) availability, drawings and repayments under the respective revolving credit facilities; (b) voluntary cancellations of commitments; (c) voluntary prepayments; (d) mandatory prepayments of net proceeds from asset disposals and insurance recoveries, equity proceeds and debt proceeds; (e) sharing of security and enforcement proceeds; and (f) amendments to their respective credit agreements. EVENTS OF DEFAULT: Substantially as set out in Part 4 of Annex A hereto. SEPARATION: TCN may, on prior written notice, elect to separate all or any part of the Flextech Group from the TCN Group. Upon a Separation, transactions between separated members of the Flextech Group and other members of the TCN Group which occurred on or after the Closing Date but prior to the relevant Separation which have been permissible only because of such separated member of the Flextech Group's status as a member of the TCN Group shall be unwound or remedied, with exceptions to be agreed relating to intra-group services. INDEMNIFICATION: Each Guarantor irrevocably and unconditionally agrees, jointly and severally, to indemnify and hold harmless each finance party against any loss incurred by such party as a result of the obligations of the Borrower being void or unenforceable. The Borrower indemnifies each of the finance parties against (a) costs and liability associated with default and (b) loss incurred by the Lenders as a result of funding or arranging to fund an advance to the Borrower requested but not made because of one or more provisions of the Senior Facilities Agreement or the Second Lien Facility Agreement (as the case may be). In addition, the Borrower agrees to pay applicable break costs within 3 business days of demand as well as agreeing to indemnify the Lenders against currency risk associated with judgments against Obligors. ASSIGNMENTS/ The Lenders may assign or transfer their PARTICIPATIONS: rights provided that any such assignment or transfer does not result in a participation of more than zero but less than (pound)5 million (or its equivalent in $ or (euro)) save that an assignment or transfer may be made to or by a trust, fund or other non-bank entity which participates in the institutional market which would result in such entity holding an aggregate participation of at least (pound)1 million (or $1 million or (euro)1 million), provided further that: (i) prior consultation of TCN is sought for any transfer prior to the achievement of a Successful Syndication; (ii) prior consent of TCN is received after the achievement of a Successful Syndication (other than in respect of an assignment by a lender to its affiliate which is a qualifying lender), such consent not to be unreasonably withheld and to be deemed to have been given if not declined in writing within 10 Business Days of a written request by any Lender to TCN; and (iii)if the transferee is a non-UK bank lender, it must provide TCN with evidence of the same. With respect to matters requiring unanimous consent, where Lenders representing no less than 85% of the outstanding amount consent to such matter, TCN may request that any dissenting Lender assigns or transfers its rights under the Senior Facilities Agreement (other than any rights and obligations it may have in its capacity as a Hedge Counterparty) or the Second Lien Facility Agreement (as the case may be) at par to an assignee or transferee as specified by TCN, provided that in relation to any request of TCN in relation to a Lender under the Second Lien Facility, TCN shall, upon such assignment or transfer, pay to that Lender an amount equal to any Applicable Make Whole Premium or any Second Lien Prepayment Premium that would have been payable had an amount equal to that Lender's portion of the Second Lien Facility been voluntarily prepaid by TCN on that date. Any Lender granting a sub-participation in the Facilities shall be restricted from relinquishing its voting rights to the sub-participant except in certain specified circumstances. WAIVERS AND Subject to the consent requirement of the AMENDMENTS: affected Lender or Lenders on matters noted below and the Second Lien Intercreditor Agreement, each of the Agents, with consent of their respective Instructing Groups and the Obligors, may agree to amend or waive, prospectively or retrospectively, any of the terms of the Facilities other than any: (i) increase in commitment of a Lender; (ii) reduction in the proportion of any amount received or recovered to which a Lender is entitled; (iii) decrease in any Applicable Margin; (iv) change in the currency of account; (v) unless otherwise specified, deferral of a payment date for principal, interest, fee or any other amount due; (vi) deferral of the termination date; (vii) reduction in percentage constituting the Instructing Group; or (viii) change to any provision which contemplates the need for the consent or approval of all the Lenders. For the avoidance of doubt, any amendments relating to the Senior Facilities Agreement or the Second Lien Facility Agreement shall only be made in accordance with the provisions of the Senior Facilites Agreement or the Second Lien Facility Agreement (as appropriate) and any amendments relating to a Hedging Agreement shall only be made in accordance with the provisions of such Hedging Agreement, in each case notwithstanding any other provisions of the Finance Documents. SECURITY AND The release of all or substantially all of GUARANTORS: the security under the security documents or of all or substantially all of the Guarantors from their respective obligations will require the consent of Lenders whose available commitment and outstanding amount aggregate to more than 90 per cent of total commitment plus outstanding amounts. TAXES: All payments by the Obligors will be made free and clear of all taxes or other deductions or withholdings save to the extent required by law. Standard gross-up provisions are applied (provided that there will be no gross-up in respect of treaty Lenders which have not complied with all procedural formalities to allow them to be paid without withholding). CONVENTION: For Sterling-denominated amounts, interest and commitment fees will be calculated on the basis of a 365-day year (360 days for all other currencies). GOVERNING LAW AND The Senior Facilities Agreement and the JURISDICTION: Second Lien Facility Agreement will each be governed by English Law, and each of the Obligors will submit to the non-exclusive jurisdiction of the Courts of England. AGENTS' COUNSEL: White & Case EX-99.1 4 tpex99_1.txt PRESS RELEASE Exhibit 99.1 TELEWEST ANNOUNCES DETAILS OF A COMPREHENSIVE POUND 1.8 BILLION REFINANCING PACKAGE London, 2 November 2004--Telewest Global, Inc. (Nasdaq: TLWT) today announces that it has executed a commitment letter for new (pound)1.8 billion credit facilities that will be used to replace outstanding borrowings under the Telewest group's existing pound 2.03 billion senior credit facilities. The new facilities will be underwritten by Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited, Credit Suisse First Boston, Deutsche Bank and Royal Bank of Scotland. As a result of the planned transaction, currently scheduled to be completed by January 2005, Telewest will have significantly extended the maturity profile of its senior credit facilities, the majority of which currently mature in December 2005, and reduced its overall long-term cost of borrowing. The new senior credit facility is expected to comprise five tranches: tranche A, a 7-year, amortising term facility of pound 700 million bearing interest of LIBOR plus 2.25%; tranche B, an 8-year term facility of pound 425 million equivalent bearing interest of LIBOR plus 2.75%; tranche C, a 9-year term facility of a pound 325 million equivalent bearing interest of LIBOR plus 3.25%; a 7-year revolving loan facility of pound 100 million bearing interest of LIBOR plus 2.25%; and a 9 1/2-year second lien term facility of pound 250 million equivalent bearing interest at a rate to be determined. Interest rates on each of tranche A, tranche B and the revolving loan facility are subject to reduction based on the Company's ability to meet specified leverage ratios. The revolving loan facility is expected to remain undrawn at funding of the new facility. The closing of the new credit facilities is subject to the satisfaction of documentation and other customary closing conditions. Cob Stenham, Chairman of Telewest Global, Inc., said "We are extremely pleased to be announcing the early refinancing of our senior secured credit facilities on preferential terms. The new facilities that we are announcing today will give us an appropriate capital structure and provide us with a strong platform for future growth". ENQUIRIES: TELEWEST David Buckingham, Treasurer 020 7299 5667 Vani Gupta, Investor Relations Manager 020 7299 5353 Mary O'Reilly, Head of Media 020 7299 5115 BRUNSWICK Nick Claydon 020 7404 5959 NOTES TO EDITORS: Telewest, the broadband communications and media group, currently passes and markets to 4.7 million homes and provides multi-channel television, telephone and internet services to 1.75 million residential customers. Telewest Business, the company's business division, supplies broadband communications to the public and private sector markets. Its content division, Flextech, is the BBC's partner in UKTV. Together they are the largest supplier of basic channels to the UK pay-TV market with a portfolio that combines wholly owned and managed channels, including the nine joint venture channels with the BBC. For further information go to http://mediacentre.telewest.co.uk -----END PRIVACY-ENHANCED MESSAGE-----