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Exhibit 10.2  


 
 

ON COMMAND CORPORATION
  AMENDMENT NO. 1    
    


        AMENDMENT NO. 1 (this "Amendment"), dated as of June 27, 2003, to the Amended and Restated Credit
Agreement, dated as of April 17, 2003, by and among ON COMMAND CORPORATION, a Delaware corporation (the "Borrower"), the Lenders party thereto,
TORONTO DOMINION (TEXAS), INC. and FLEET NATIONAL BANK, as the Documentation Agents, BANK OF AMERICA, N.A., as the Syndication Agent, and THE BANK OF NEW YORK, as the Issuing Bank and as the
Administrative Agent for the Lenders thereunder (the "Credit Agreement"). 


RECITALS  


        Except as otherwise provided herein, capitalized terms used herein that are not defined herein shall have the meanings set forth in the Credit Agreement. 


        NOW,
THEREFORE, in consideration of the covenants, conditions and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and pursuant to Section 9.8 of the Credit Agreement, the parties hereto hereby agree as follows: 


        1.     The
definition of "Permitted Liberty Subordinated Debt" contained in Section 1.1 of the Credit Agreement is amended to insert the phrase "or a Subsidiary of
Liberty Media Corporation" immediately after the phrase "Liberty Media Corporation". 


        2.     Section 4.3
of the Credit Agreement is amended to replace the date "June 30, 2003" with the date "September 30, 2003". 


        3.     Article 3
of the Credit Agreement is amended to add a new Section 3.22 at the end thereof to read as follows: 



        3.22    Tax Shelter Regulations.    



The
Borrower does not intend to treat any or all of the Loans and/or Letters of Credit as being a "reportable transaction" (within the meaning of Treasury Regulation
Section 1.6011-4), except to the extent the Administrative Agent has been notified by the Borrower. In the event the Borrower determines to take any action inconsistent with such
intention, it will promptly notify the Administrative Agent thereof. If the Borrower so notifies the Administrative Agent, the Borrower acknowledges that one or more of the Lenders or the Issuing Bank
may treat its Loans and/or Letters of Credit or interests therein as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders or
the Issuing Bank, as applicable, will maintain the lists and other records required by such Treasury Regulation. 





        4.     Section 5.4
of the Credit Agreement is amended to delete the word "and" at the end of clause (d) thereof, to replace the period at the end of
clause (e) thereof with "; and" and to add a new clause (f) at the end thereof to read as follows: 



        (f)    Promptly
after the Borrower has filed an IRS Form 8886 or any successor form with the United Stated Internal Revenue Service, a duly completed copy of such form. 


        5.     Section 9.15
of the Credit Agreement is amended to add the following at the end thereof: 



Notwithstanding
anything herein to the contrary, the Administrative Agent, the Issuing Bank and each Lender may disclose without limitation of any kind, the "tax treatment" and "tax structure" (in
each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax
analyses) that are provided to the Administrative Agent, the Issuing Bank or such Lender relating to such tax treatment and tax structure; provided that
with respect to materials containing information 






 

concerning
the tax treatment or tax structure of the transactions as well as other information, this sentence shall only apply to such portions of the material that relate to the tax treatment or tax
structure of the Loans, Letters of Credit and transactions contemplated hereby. 




        6.     Paragraphs
1 and 2 of this Amendment shall not become effective until: 



        (a)   the
Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Administrative Agent and the Required
Lenders; and 


        (b)   the
conditions precedent set forth in paragraphs 7(a) and 7(c) of Amendment No. 4, dated as of June 27, 2003, to the Existing Credit
Agreement shall have been satisfied. 




        7.     In
all other respects the Credit Agreement and other Loan Documents shall remain in full force and effect. 


        8.     In
order to induce the Administrative Agent and the Required Lenders to execute and deliver this Amendment, the Borrower and the other Obligors each (a) certifies
that, immediately before and after giving effect to this Amendment, all representations and warranties contained in the Loan Documents to which it is a party shall be true and correct in all respects
with the same effect as though such representations and warranties had been made on the date hereof, except as the context otherwise requires or as otherwise permitted by the Loan Documents or this
Amendment, (b) certifies that, immediately before and after giving effect to this Amendment, no Default or Event of Default shall exist under the Loan Documents, as amended, and
(c) agrees to pay all of the reasonable fees and disbursements of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of this Amendment. 


        9.     Each
of the Borrower and the other Obligors (a) reaffirms and admits the validity, enforceability and continuing effect of all Loan Documents to which it is a
party, and its obligations thereunder, and (b) agrees and admits that as of the date hereof it has no valid defenses to or offsets against any of its obligations to the Administrative Agent or
any Lender under any Loan Document to which it is a party. 


        10.   Each
of the Borrower and the other Obligors, on its own behalf, and on behalf of its successors and assigns, releases, waives, and forever discharges the Administrative
Agent, the Lenders, the Issuing Bank and all of their officers, directors, employees and agents from any and all actions, causes of action, debts, dues, claims, demands, liabilities and obligations of
every kind and nature, both in law and equity, known or unknown, whether matured or unmatured, absolute or contingent arising from the beginning of the world through the date hereof with respect to
this Amendment, the Credit Agreement, the other Loan Documents and the transactions contemplated thereby. 



        11.   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 signature page to this Amendment by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Amendment. 


        12.   This
Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 



        13.   The
parties have caused this Amendment to be duly executed as of the date first written above. 


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ON COMMAND CORPORATION

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED

CREDIT AGREEMENT  



	

 	
 	

ON COMMAND CORPORATION
	

 	
 	

By:	
 	

/s/  BERNARD G. DVORAK      

	 	 	Name:	 	Bernard G. Dvorak
	 	 	Title:	 	Sr. Vice President & CFO





	

AGREED AND CONSENTED:	
 	

 
	

ON COMMAND VIDEO CORPORATION

ON COMMAND DEVELOPMENT CORPORATION

SPECTRADYNE INTERNATIONAL, INC.

HOTEL DIGITAL NETWORK, INC.	
 	

 
	

By:	
 	

/s/  PAMELA J. STRAUSS      
	
 	

 
	Name:	 	Pamela J. Strauss	 	 
	Title:	 	Senior Vice President	 	 





	

 	
 	

THE BANK OF NEW YORK, as Issuing Bank and as Administrative Agent
	

 	
 	

By:	
 	

/s/  STEPHEN M. NETTLER      

	 	 	Name:	 	Stephen M. Nettler
	 	 	Title:	 	Vice President
	

 	
 	

THE BANK OF NEW YORK COMPANY, INC., as a Lender
	

 	
 	

By:	
 	

/s/  JOHN C. LAMBERT      

	 	 	Name:	 	John C. Lambert
	 	 	Title:	 	Authorized Signer
	

 	
 	

BANK OF AMERICA, N.A.
	

 	
 	

By:	
 	

/s/  JAMES T. GILLAND      

	 	 	Name:	 	James T. Gilland
	 	 	Title:	 	Managing Director
	 	 	 	 	 





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FLEET NATIONAL BANK
	

 	
 	

By:	
 	

/s/  BRADLEY K. ROUSSEAU      

	 	 	Name:	 	Bradley K. Rousseau
	 	 	Title:	 	Vice President
	

 	
 	

TORONTO DOMINION (TEXAS), INC.
	

 	
 	

By:	
 	

/s/  DEBBIE A. GREENE      

	 	 	Name:	 	Debbie A. Greene
	 	 	Title:	 	Vice President
	

 	
 	

MIZUHO CORPORATE BANK, LTD.
	

 	
 	

By:	
 	

/s/  MARK GRONICH      

	 	 	Name:	 	Mark Gronich
	 	 	Title:	 	Vice President
	

 	
 	

U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	
 	


	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	

 	
 	

BNP PARIBAS
	

 	
 	

By:	
 	

/s/  OLA ANDERSSEN      

	 	 	Name:	 	Ola Anderssen
	 	 	Title:	 	Director
	

 	
 	

By:	
 	

/s/  STEPHANIE ROGERS      

	 	 	Name:	 	Stephanie Rogers
	 	 	Title:	 	Vice President
	

 	
 	

CREDIT LYONNAIS NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  DOUGLAS E. ROPER      

	 	 	Name:	 	Douglas E. Roper
	 	 	Title:	 	Senior Vice President
	 	 	 	 	 



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THE BANK OF NOVA SCOTIA
	

 	
 	

By:	
 	

/s/  JOHN W. CAMPBELL      

	 	 	Name:	 	John W. Campbell
	 	 	Title:	 	Authorized Signatory




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ON COMMAND CORPORATION AMENDMENT NO. 1