Comcast Revolving Credit Agreement Increased Revolving Commitment Activation Notice, dated September 21, 2018

EX-10.1 2 dp95843_ex1001.htm EXHIBIT 10.1

 

Exhibit 10.1

 

EXECUTION VERSION

 

Increased Revolving Commitment Activation Notice

 

Reference is made to the Credit Agreement, dated as of May 26, 2016 (as amended, supplemented or modified from time to time, the “Credit Agreement”) among Comcast Corporation, a Pennsylvania corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

 

Each Increasing Lender identified on Schedule l hereto (the “Increasing Lenders”), the Administrative Agent and the Borrower agree as follows:

 

Each Increasing Lender hereby irrevocably increases its Revolving Commitment to the Borrower by the amounts set forth on Schedule 1 hereto under the headings “Principal Amount of Increased Revolving Commitment” (each an “Increased Revolving Commitment” and collectively the “Increased Revolving Commitments”) pursuant to Section 2.01(b) of the Credit Agreement. From and after the Effective Date (as defined below), each Increasing Lender will be a Lender under the Credit Agreement with respect to the Increased Revolving Commitment as well as its existing Revolving Commitment (if any) under the Credit Agreement.

 

Each of the Administrative Agent and the Issuing Lenders (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement; and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto.

 

Each Increasing Lender (a) represents and warrants that it is legally authorized to enter into this Increased Revolving Commitment Activation Notice; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Increased Revolving Commitment Activation Notice; (c) agrees that it will, independently and without reliance upon the Administrative Agent, any Issuing Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

 

The effective date of this Increased Revolving Commitment Activation Notice shall be the increased revolving commitment closing date set forth Schedule 1 hereto (the “Increased Revolving Commitment Closing Date”). Following the execution of this Increased Revolving Commitment Activation Notice by each of the Increasing Lenders and the Borrower, it will be delivered to the Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement, effective as of the Increased Revolving Commitment Closing Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent).

 

 

 

Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Increased Revolving Commitment (including payments of principal, interest, fees and other amounts) to the Increasing Lender for amounts which have accrued on and subsequent to the Effective Date.

 

This Increased Revolving Commitment Activation Notice shall be governed by and construed and interpreted in accordance with the laws of the State of New York.

 

IN WITNESS WHEREOF, the parties hereto have caused this Commitment Increase Supplement to be executed as of September 21, 2018 by their respective duly authorized officers on Schedule 1 hereto.

 

[Remainder of page intentionally left blank. Schedule 1 to follow.]

 

 

 

Schedule 1
to Increased Revolving Commitment Activation Notice

 

Name of Increasing Lender: Commerzbank AG, New York Branch

 

Increased Revolving Commitment Closing Date: September 21, 2018

 

Principal
Amount of
Increased Revolving Commitment:

 

Total Amount of Revolving Commitment
of Increasing Lender
(including Increased Revolving Commitment):
$125,000,000 $350,000,000
   
   

COMMERZBANK AG, NEW YORK BRANCH, 

as an Increasing Lender

 
   
 By: /s/ Paolo de Alessandrini  
  Name:  Paolo de Alessandrini
Title:    Managing Director
 
 
   
 By: /s/ Jenny Shum  
  Name:  Jenny Shum
Title:    Vice President
 

 

 

 

Name of Increasing Lender: Bank of America, N.A.

 

Increased Revolving Commitment Closing Date: September 21, 2018

 

Principal
Amount of
Increased Revolving Commitment:

 

Total Amount of Revolving Commitment
of Increasing Lender
(including Increased Revolving Commitment):
$136,000,000 $486,000,000
   
   

BANK OF AMERICA, N.A., 

as an Increasing Lender

 
   
 By: /s/ Brandon Bolio  
  Name:  Brandon Bolio
Title:    Director
 

 

 

 

 

 Name of Increasing Lender: Banco Santander, S.A., New York Branch (“BSNY”)

 

Increased Revolving Commitment Closing Date: September 21, 2018

 

Principal
Amount of
Increased Revolving Commitment:

 

Total Amount of Revolving Commitment
of Increasing Lender
(including Increased Revolving Commitment):
$350,000,000 $350,000,000
   
   

BANCO SANTANDER, S.A., NEW YORK BRANCH (“BSNY”) 

as an Increasing Lender

 
   
 By: /s/ Rita Walz-Cuccioli  
  Name:  Rita Walz-Cuccioli
Title:    Executive Director
 

 

 
   
 By: /s/ Terence Corcoran  
  Name:  Terence Corcoran
Title:    Executive Director
 

 

 

 

COMCAST CORPORATION, 

as Borrower

 
   
 By: /s/ William E. Dordelman  
  Name:  William E. Dordelman
Title:    Senior Vice President and Treasurer
 

 

 

 

 

 

 

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent

 
   
 By: /s/ John G. Kowalczuk  
  Name:  John G. Kowalczuk
Title:    Executive Director
 

 

 

 

JPMORGAN CHASE BANK, N.A.,
as an Issuing Lender

 
   
 By: /s/ John G. Kowalczuk  
  Name:  John G. Kowalczuk
Title:    Executive Director
 

 

 

Citibank, N.A., 

as an Issuing Lender

 
   
 By: /s/ Robert F. Parr  
  Name:  Robert F. Parr
Title:    Vice President & Managing Director
 

 

 

Wells Fargo Bank, National Association, 

as an Issuing Lender

 
   
 By: /s/ Nicholas Grocholski  
  Name:  Nicholas Grocholski
Title:    Director
 

 

 

Mizuho Bank, Ltd., 

as an Issuing Lender

 
   
 By: /s/ Donna DeMagistris  
  Name:  Donna DeMagistris
Title:    Authorized Signatory
 

 

 

MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), 

as an Issuing Lender

 
   
 By: /s/ Matthew Hillman  
  Name:  Matthew Hillman
Title:    Vice President
 

 

  

 

 

 

Morgan Stanley Bank, N.A., 

as an Issuing Lender

 
   
 By: /s/ Donatus Anusionwu  
  Name:  Donatus Anusionwu
Title:   Authorized Signatory
 

 

 

The Bank of New York Mellon,
as an Issuing Lender

 
   
 By: /s/ Christopher Olsen  
  Name:  Christopher Olsen
Title:    Vice President
 

 

 

 

Bank of America, N.A.,
as an Issuing Lender

 
   
 By: /s/ Brandon Bolio  
  Name:  Brandon Bolio
Title:    Director