Commitment and Conditions. 2.1 Subject to the terms and conditions in paragraph 2.2, the Agent acting on behalf of and at the direction of each Lender confirms that the Lenders will make available to TCN the Facilities pursuant to an amended and restated facility agreement. 2.2 Each Lender’s commitment under paragraph 2.1 is subject to: (a) the terms and conditions set forth in this letter and in the Term Sheet as modified by the draft amended and restated facility agreement and ancillary documents in the Agreed Form; (b) the accuracy and completeness of all representations that TCN, Telewest, New Telewest and Telewest UK make to each Lender in paragraph 4 below; (c) execution of an amended and restated facility agreement documenting the Facilities in the Agreed Form; (d) receipt, on or before the date of this letter, by the Steering Committee of effective and binding Voting Agreements (and any schedules or appendices thereto) between Telewest and holders of the Agreed Securities where those holders represent the Agreed Percentage of the value of Agreed Securities in aggregate entitled to vote at the Meetings (including, without limitation, each Relevant Committee Member, ▇▇▇▇ and Liberty Media), such agreements to be in a form satisfactory to the Steering Committee; (e) receipt, on or before the date of this letter, by the Steering Committee of an effective and binding IDT Voting Agreement, such agreement to be in a form satisfactory to the Steering Committee; (f) receipt, on or before the date of this letter, by the Steering Committee of effective and binding Hedge Agreements, such agreements to be in a form satisfactory to the Steering Committee; (g) receipt, on or before the date of this letter, by the Steering Committee of an effective and binding waiver and agreement letter between Telewest, TCN and the Lessors relating to the RB Leases, such waiver and agreement letter to be in form and substance satisfactory to the Steering Committee and attaching, without limitation, an agreed form (i) novation and amendment agreement in relation to the Telewest Lease and (ii) amendment agreement in relation to the TCN Lease; and (h) payment to the Agent for the account of the Lenders, of a fee of up to 40 basis points on the committed amount of the Facilities under this letter as of the date such fee is earned determined on the basis set out in the following table: where the determination date is the first date on which both (i) CIBC World Markets plc has signed this letter in its capacity as Agent on behalf of all the Lenders and in its capacity as Security Trustee and has delivered (a) an original of this letter to ▇▇▇▇▇▇ ▇▇▇▇ to be held in escrow pending receipt of counterparts signed by New Telewest, Telewest UK, Telewest and TCN and (b) a copy of this letter to Fried, ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and ▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ and (ii) all the Lenders have confirmed to the Agent their approval of this letter and the form of each of the amended and restated facility agreement, the supplemental deed and the amendment fee letter. Such fee shall be earned on the day on which all parties hereto have signed this letter and all counterparts are released from escrow, and payable on the following business day. If the original of this letter is held in escrow for more than 60 days, the letter may only be accepted by New Telewest, Telewest UK, Telewest and TCN with the consent of all the Lenders. For the purposes of this paragraph 2.2 an agreement shall not be deemed to be “effective and binding” unless it shall have been released from any escrow arrangements to which it may have been subject. 2.3 The commitment of each Lender is several and failure by one Lender to perform its obligations under this letter shall not prejudice the rights or obligations of any other Lender. Each Lender may separately enforce its rights hereunder. No Lender shall be responsible for the obligations of any other Lender.
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Commitment and Conditions. 2.1 Subject to the terms and conditions in paragraph 2.2, the Agent acting on behalf of and at the direction of each Lender confirms that the Lenders will make available to TCN the Facilities pursuant to an amended and restated facility agreement.
2.2 Each Lender’s commitment under paragraph 2.1 is subject to:
(a) the terms and conditions set forth in this letter and in the Term Sheet as modified by the draft amended and restated facility agreement and ancillary documents in the Agreed Form;
(b) the accuracy and completeness of all representations that TCN, Telewest, New Telewest and Telewest UK make to each Lender in paragraph 4 below;
(c) execution of an amended and restated facility agreement documenting the Facilities in the Agreed Form;
(d) receipt, on or before the date of this letter, by the Steering Committee of effective and binding Voting Agreements (and any schedules or appendices thereto) between Telewest and holders of the Agreed Securities where those holders represent the Agreed Percentage of the value of Agreed Securities in aggregate entitled to vote at the Meetings (including, without limitation, each Relevant Committee Member, ▇▇▇▇ and Liberty Media), such agreements to be in a form satisfactory to the Steering Committee;
(e) receipt, on or before the date of this letter, by the Steering Committee of an effective and binding IDT Voting Agreement, such agreement to be in a form satisfactory to the Steering Committee;
(f) receipt, on or before the date of this letter, by the Steering Committee of effective and binding Hedge Agreements, such agreements to be in a form satisfactory to the Steering Committee;
(g) receipt, on or before the date of this letter, by the Steering Committee of an effective and binding waiver and agreement letter between Telewest, TCN and the Lessors relating to the RB Leases, such waiver and agreement letter to be in form and substance satisfactory to the Steering Committee and attaching, without limitation, an agreed form (i) novation and amendment agreement in relation to the Telewest Lease and (ii) amendment agreement in relation to the TCN Lease; and
(h) payment to the Agent for the account of the Lenders, of a fee of up to 40 basis points on the committed amount of the Facilities under this letter as of the date such fee is earned determined on the basis set out in the following table: where the determination date is the first date on which both (i) CIBC World Markets plc has signed this letter in its capacity as Agent on behalf of all the Lenders and in its capacity as Security Trustee and has delivered (a) an original of this letter to ▇▇▇▇▇▇ ▇▇▇▇ to be held in escrow pending receipt of counterparts signed by New Telewest, Telewest UK, Telewest and TCN and (b) a copy of this letter to Fried, ▇▇▇▇▇Frank, ▇▇▇▇▇▇Harris, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ and ▇▇▇▇, ▇▇▇▇▇▇▇ Gotshal & ▇▇▇▇▇▇ and (ii) all the Lenders have confirmed to the Agent their approval of this letter and the form of each of the amended and restated facility agreement, the supplemental deed and the amendment fee letter. Such fee shall be earned on the day on which all parties hereto have signed this letter and all counterparts are released from escrow, and payable on the following business day. If the original of this letter is held in escrow for more than 60 days, the letter may only be accepted by New Telewest, Telewest UK, Telewest and TCN with the consent of all the Lenders. For the purposes of this paragraph 2.2 an agreement shall not be deemed to be “effective and binding” unless it shall have been released from any escrow arrangements to which it may have been subject.
2.3 The commitment of each Lender is several and failure by one Lender to perform its obligations under this letter shall not prejudice the rights or obligations of any other Lender. Each Lender may separately enforce its rights hereunder. No Lender shall be responsible for the obligations of any other Lender.
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