EXHIBIT 99.2
CIBC World Markets
CIBC WORLD MARKETS PLC
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To: Telewest Communications Networks Limited ("TCN")
(on behalf of itself and the other TCN Entities) and to
Telewest Communications plc
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Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
2 January 2002
Dear Sirs,
LOAN AGREEMENT (THE "LOAN AGREEMENT") DATED 16 MARCH 2001 MADE BETWEEN TCN AS
FACILITY A BORROWER (1), TCN AS FACILITY B BORROWER (2), TCN AS FACILITY C
BORROWER (3), TCN AND TELEWEST FINANCE CORPORATION AS FACILITY D BORROWERS (4),
THE SUBSIDIARIES OF TCN SET OUT IN PART A OF SCHEDULE 1, THERETO (5), THE
ASSOCIATED PARTNERSHIPS OF TCN SET OUT IN PART C OF SCHEDULE 1 THERETO (6), BNY
MARKETS LIMITED, CIBC WORLD MARKETS PLC, TD BANK EUROPE LIMITED, BARCLAYS
CAPITAL, BAYERISCHE HYPO-UND VEREINSBANK AG, CREDIT SUISSE FIRST BOSTON,
DEUTSCHE BANK AG LONDON, THE FUJI BANK, LIMITED, ▇.▇. ▇▇▇▇▇▇ PLC, THE ROYAL BANK
OF SCOTLAND PLC, SALOMON BROTHERS INTERNATIONAL LIMITED, WESTDEUTSCHE LANDESBANK
GIROZENTRALE, FORTIS BANK S.A./N.V. AND BANK OF AMERICA INTERNATIONAL LIMITED AS
LEAD ARRANGERS (7), CERTAIN BANKS AND FINANCIAL INSTITUTIONS DESCRIBED THEREIN
AS LENDERS (8), CIBC WORLD MARKETS PLC AND CANADIAN IMPERIAL BANK OF COMMERCE AS
AGENTS (9) AND CIBC WORLD MARKETS PLC AS SECURITY TRUSTEE (10).
1 INTRODUCTION AND DEFINITIONS: We refer to the Loan Agreement. You
have requested the waivers to the terms of the Loan Agreement set out
in paragraph 2 below.
Words and expressions defined in the Loan Agreement shall have the
same meaning when used in this letter. Clauses 1.3 and 1.4 of the
Loan Agreement shall be deemed to be incorporated in this letter in
full, mutatis mutandis, save that in this letter, references to
clauses are, unless otherwise specified, references to clauses of the
Loan Agreement.
In this letter:
"EFFECTIVE DATE" means the date on which the Agent receives the
documents and evidence specified in schedule 2 hereto in form and
substance reasonably satisfactory to it;
"EUROBELL TRANSFER" means the transfer of all of the shares in the
capital of Eurobell Holdings Plc from Telewest Communications plc to
TCN and from TCN to Telewest Limited in consideration for the
creation of inter-company loans repayable by Telewest Limited to TCN
and by TCN to Telewest Communications plc;
"EUROBELL GROUP" means each of the companies listed in schedule 1
hereto.
2 WAIVERS
(A) TRANSFER OF EUROBELL HOLDINGS PLC TO TELEWEST LIMITED
(I) Clause 12.1.8 (Acquisitions) in respect of the
Eurobell Transfer.
(II) Clause 12.1.12 (Restricted Payments) in respect
of the creation of the inter-company loan from
TCN to Telewest Communications plc referred to
in the definition of Eurobell Transfer.
(B) TCN GROUP CASH PAYING DEBT INTEREST COVER
Clause 13.1.3 (TCN Group Cash Paying Debt Interest Cover)
in respect of each Quarter Day falling within the period
from 1 April 2003 to (and including) 31 December 2004,
provided that the relevant ratio on each Quarter Day
falling within that period is not less than the ratio in
column (2) below set against the relevant Quarter Day in
column (1) below:
(1) (2)
QUARTER DAY RATIO
30 June 2003 1:1
30 September 2003 1.1:1
31 December 2003 1.25:1
31 March 2004 1.35:1
30 June 2004 1.50:1
30 September 2004 1.50:1
31 December 2004 1.75:1
(C) SERVICES TO RESTRICTED PERSONS
Clause 12.1.13 (Services to Restricted Persons) in respect
of any arrangements coming into effect after the date of
the Loan Agreement provided that they are on bona fide
arms length commercial terms.
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3 WAIVER OF PROVISIONS OF THE LOAN AGREEMENT: As Agent, for and on
behalf of the Lenders pursuant to clause 19.2 (Amendments to this
Agreement), we hereby give you notice that the clauses listed in
paragraph 2 above are, subject to and in accordance with the terms of
this letter, waived in respect of the matters listed in the relevant
sub-paragraph of paragraph 2 above (the "WAIVER") with effect from
the Effective Date.
4 ACKNOWLEDGEMENT: By their acceptance of the terms and conditions of
this letter TCN (on behalf of itself and each other TCN Entity) and
Telewest each acknowledges and agrees that the Waiver extends only to
the matters referred to in paragraph 2 above and does not constitute
a waiver of any provision of the Loan Agreement or the Security
Documents.
5 MISCELLANEOUS
(A) CONFIRMATIONS: By their acceptance of the terms and
conditions of this letter: (1) TCN (a) on behalf of itself
and each other TCN Entity represents and warrants to each
of the Finance Parties in terms of the representations and
warranties set out in clauses 10.1.1 to 10.1.6 (inclusive)
and 10.2.2, but as if references therein to the Loan
Agreement and/or the Security Documents were to this
letter, both on the date of this letter and on the
Effective Date and (b) agrees to reimburse the Agent and
the Security Trustee within 30 days of demand for all
reasonable costs and expenses (including reasonable legal
fees) incurred by it in connection with the negotiation,
preparation and execution of this letter, together with
any VAT thereon; and (2) TCN (on behalf of itself and each
other TCN Entity) and Telewest confirm that (save as set
out in this letter) the obligations of the TCN Entities
and Telewest under the Loan Agreement and the Security
Documents to which they are a party remain in full force
and effect notwithstanding the waivers of and the
amendments to the Loan Agreement pursuant to this letter.
(B) AMENDMENTS AND WAIVERS: Subject to the terms of the Loan
Agreement and the Intercreditor Deed, any provisions of
this letter may be amended or waived by written agreement
between TCN (on behalf of itself and the other TCN
Entities,) Telewest and the Agent and Security Trustee
(each acting on the instructions of the Majority Lenders).
(C) PARTIAL INVALIDITY: The illegality, invalidity or
unenforceability of any provision of this letter under the
law of any jurisdiction shall not affect its legality,
validity or enforceability under the law of any other
jurisdiction, nor shall it affect the legality, validity
or enforceability of any other provision.
(D) FINANCE DOCUMENTS: This letter is a Finance Document for
the purposes of the Loan Agreement.
(E) COUNTERPARTS: This letter may be signed in any number of
counterparts, all of which taken together and when
delivered to the Agents constitute one and the same
instrument. Any party may enter into this letter by
signing any such counterpart.
(F) GOVERNING LAW AND JURISDICTION: Clause 21 (Governing Law
and Jurisdiction) of the Loan Agreement shall apply,
mutatis mutandis, to this letter as it applies to the Loan
Agreement.
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Please sign and return the attached copy of this letter to signify your
acceptance, and the acceptance of those on whose behalf you are entering into
this letter of its terms and conditions.
CIBC WORLD MARKETS PLC
As Agent on behalf of the Lenders
pursuant to clause 19.2 of the Loan Agreement
and as Security Trustee on behalf of the Beneficiaries
pursuant to clause 21.1 of the Intercreditor Deed
By: /S/ signed
To: CIBC World Markets plc
We acknowledge receipt of your letter of 2 January 2002 of which this is a copy
and hereby confirm our agreement to the terms and conditions thereof.
Yours faithfully Yours faithfully
For and on behalf of For and on behalf of
TELEWEST COMMUNICATIONS NETWORKS LIMITED TELEWEST COMMUNICATIONS PLC
for and on behalf of itself and
each other TCN Entity
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
3 January 2002 3 January 2002
Date Date
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SCHEDULE 1
EUROBELL GROUP
Eurobell (Holdings) plc
Eurobell (Sussex) Limited
Eurobell (South West) Limited
Eurobell (▇▇▇▇ ▇▇▇▇) Limited
Eurobell (▇▇▇) Limited
Eurobell Internet Services Limited
Eurobell CPE Limited
Eurobell Limited
EMS Investments Limited
Eurobell (No.2) Limited
Eurobell (No.3) Limited
Eurobell (No.4) Limited
SCHEDULE 2
DOCUMENTS AND EVIDENCE REQUIRED AS
CONDITIONS PRECEDENT TO THE EFFECTIVE DATE
1 Copies, certified as true, complete and up-to-date copies by an
Authorised Officer of TCN, (i) the Certificate of Incorporation,
Memorandum and Articles of Association (or equivalent constitutional
documents) of each member of the Eurobell Group and (ii) resolutions
of the members of each member of the Eurobell Group whose Articles of
Association need to be amended to include an Article restricting the
right of the directors to refuse to register transfers of shares.
2 A copy, certified as a true copy by an Authorised Officer of TCN, of
resolutions of the Board of Directors of each member of the Eurobell
Group evidencing:
(A) approval of any Security Document to which it is a party;
(B) authorising its appropriate officers to execute and
deliver the Security Documents to which it is a party; and
(C) to give all notices and take all other action required by
each such member of the Eurobell Group, as the case may
be, under each Security Document to which it is a party
3 Specimen signatures, authenticated by the relevant Authorised
Officer, of the persons authorised in the resolutions of the Board of
Directors referred to in paragraph 2 above.
4 Supplemental Deeds having been duly executed and delivered by all
members of the Eurobell Group.
5 An opinion of ▇▇▇▇▇▇ ▇▇▇▇, solicitors to the Agent in relation to the
Security Documents referred to in paragraphs 4 and 5 above.
6 Copies, certified as true copies by an Authorised Officer of TCN, of
all agreements which evidence the inter-company loan from TCN to
Telewest Communications plc referred to in the definition of Eurobell
Transfer.
7 All share certificates representing 100% of the issued share capital
of each member of the Eurobell Group together with share transfer
forms executed in blank to enable the Security Trustee or its
nominees to become registered as the owner of the same.
8 All notices and acknowledgements required to be delivered under the
Debenture, duly executed by the relevant member of the Eurobell
Group.
9 A copy of this letter countersigned by TCN (on behalf of itself and
of each TCN Entity) and Telewest.
10 TCN having paid the agreed amendment fee.
