FIRST AMENDMENT TO FIVE-YEAR REVOLVING CREDIT AGREEMENT
-------------------------------------------------------
THIS AMENDMENT (herein so called) is entered into as of May 7, 2002,
among COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation ("Borrower"),
AT&T COMCAST CORPORATION, a Pennsylvania corporation ("Parent"), the Lenders
(herein so called) party to the Credit Agreement (hereinafter defined) and BANK
OF AMERICA, N.A., as Administrative Agent (as defined in the Credit Agreement)
for the Lenders.
Borrower, Lenders and Administrative Agent are party to the Five-Year
Revolving Credit Agreement dated as of August 24, 2000 (the "Credit Agreement"),
and have agreed, upon the following terms and conditions, to amend the Credit
Agreement in certain respects, and as so amended, to restate the Credit
Agreement. Accordingly, for valuable and acknowledged consideration, Borrower,
Parent, Lenders and Administrative Agent agree as follows:
1. Terms and References. Unless otherwise stated in this Amendment, (a)
terms defined in the Credit Agreement have the same meanings when used in this
Amendment, and (b) references to "Sections", "Schedules" and "Exhibits" are to
the Credit Agreement's sections, schedules and exhibits.
2. Amendment and Restatement. Effective on the Effective Date (as
defined in the Amended and Restated Credit Agreement), but subject to the
satisfaction of the conditions precedent set forth in Paragraph 4 of this
Amendment, the Credit Agreement is amended and, as so amended, is restated to
read in its entirety as in Annex I attached hereto (the "Amended and Restated
Credit Agreement"). Notwithstanding anything to the contrary contained herein or
in any other Loan Document, no liability, right, remedy or claim shall arise, be
asserted or be enforceable (i) at any time as against any AT&T Party or (ii)
prior to the Effective Date (as defined in the Amended and Restated Credit
Agreement), as against any AT&T Broadband Party, in each case by or on behalf of
Administrative Agent, any Lender, Borrower or any Guarantor (as defined in the
Amended and Restated Credit Agreement), in respect of the Obligations, this
Agreement or any other Loan Document, all such liabilities, rights, remedies and
claims, if any, being expressly waived. As used herein, (x) "AT&T Party" shall
mean AT&T Corp., a New York corporation, or any of its Subsidiaries or any of
the respective officers, directors, employees, representatives or agents of any
of the foregoing, other than any AT&T Broadband Party and (y) "AT&T Broadband
Party" shall mean AT&T Broadband Corp., a Delaware corporation, and its
Subsidiaries.
3. Conditions Precedent to Effectiveness of Amendment. This Amendment
shall not be effective until Administrative Agent receives (a) counterparts of
this Amendment executed by Borrower, Parent, Required Lenders and Administrative
Agent, (b) unless waived by Administrative Agent, such evidence as
Administrative Agent may request to verify that Borrower has paid all Attorney
Costs of Administrative Agent to the extent invoiced prior to or on the date of
the effectiveness of this Amendment, and (c) such other customary certificates,
documents or opinions as Administrative Agent or Required Lenders reasonably may
require.
4. Conditions Precedent to Amendment and Restatement. The amendment and
restatement of the Credit Agreement pursuant to this Amendment is subject to the
satisfaction, on or before March 31, 2003, of the following conditions precedent
(unless otherwise defined in this Paragraph 4, each defined term used in this
Paragraph 4 has the meaning given such term in the Amended and Restated Credit
Agreement):
(a) Unless waived by all Lenders, receipt by Administrative
Agent of each of the following, each of which shall be originals or
facsimiles (followed promptly by originals) unless otherwise specified,
1
each properly executed by a Responsible Officer, each dated on, or in
the case of third-party certificates, recently before, the Effective
Date and each in form and substance satisfactory to Administrative
Agent and its legal counsel:
(i) Executed counterparts of the Guarantee Agreement,
executed and delivered by each Guarantor;
(ii) Such certificates of resolution or other action,
incumbency certificates and/or other certificates of
Responsible Officers of each Loan Party as Administrative
Agent may request to establish the identities of and verify
the authority and capacity of each Responsible Officer of each
Loan Party authorized to act as a Responsible Officer of each
Loan Party with respect to this Amendment and the Amended and
Restated Credit Agreement;
(iii) Such evidence as Administrative Agent may
request to verify that each Loan Party is duly organized or
formed, validly existing, in good standing and qualified to
engage in business in each jurisdiction in which it is
required to be qualified to engage in business, including
certified copies of its organizational documents and
certificates of good standing and/or qualification to engage
in business;
(iv) A certificate signed by a Responsible Officer of
Borrower certifying (x) that the conditions specified in
Paragraphs 4(h) and 4(i) of this Amendment have been
satisfied, (y) that there has been no event or circumstance
since December 31, 2001 that has a Material Adverse Effect,
and (z) as to the Debt Ratings of Parent as of the Effective
Date;
(v) An opinion of counsel to the Loan Parties in form
and substance reasonably satisfactory to Administrative Agent;
and
(vi) Such other customary certificates, documents or
opinions as Administrative Agent or Required Lenders may
reasonably require.
(b) Prior to or substantially simultaneously with such
amendment and restatement, Comcast Corporation and Broadband shall have
merged into separate, wholly-owned subsidiaries of Parent in accordance
with the terms of the Merger Agreement, the other Transactions
contemplated by the Merger Agreement shall have been consummated in
accordance with the terms of the Merger Agreement, and no provision of
the Merger Agreement shall have been waived, amended, supplemented or
otherwise modified in any manner which is materially adverse to the
interests of Lenders.
(c) All material governmental and third party approvals
necessary in connection with the Transactions and the financing thereof
shall have been obtained and be in full force and effect, and all
applicable waiting periods shall have expired without any action being
taken or threatened by any competent authority that would restrain,
prevent or otherwise impose materially adverse conditions on the
Transactions or the financing thereof.
(d) Lenders shall have received the Reference Statements.
(e) Borrower shall have delivered a satisfactory pro forma
consolidated balance sheet of (i) Parent and its Subsidiaries and (ii)
the Restricted Group, in each case as at the date of the most recent
consolidated balance sheet of Borrower included in the Reference
Statements, adjusted to give effect to the consummation of the
2
Transactions and the financing thereof as if such transactions had
occurred on such date.
(f) The organizational and capital structure of Parent and its
Subsidiaries, including the liabilities of the Subsidiaries of Parent,
shall be substantially as described in the Confidential Information
Memorandum dated March, 2002.
(g) Parent's Debt Rating, after giving effect to the
consummation of the Transactions and the financing thereof, shall be
BBB- or better by S&P and Baa3 or better by Moody's.
(h) The representations and warranties made by Borrower in the
Amended and Restated Agreement, or which are contained in any
certificate, document or financial or other statement furnished at any
time under or in connection with the Amended and Restated Agreement,
shall be correct in all material respects on and as of the Effective
Date.
(i) No Default or Event of Default shall have occurred and be
continuing on the Effective Date.
(j) Unless waived by Administrative Agent, Borrower shall have
paid all Attorney Costs of Administrative Agent to the extent invoiced
prior to or on the Effective Date.
(k) The Effective Date (as defined in the Parent Revolving and
Term Credit Agreement) shall have occurred.
5. Representations. Borrower represents and warrants to Lenders that as
of the date of this Amendment, (a) the representations and warranties contained
in Section 5 are correct in all material respects and (b) no Default or Event of
Default has occurred and is continuing.
6. Effect of Amendment. This Amendment is a Loan Document. Except as
expressly modified and amended by this Amendment, all of the terms, provisions
and conditions of the Loan Documents shall remain unchanged and in full force
and effect. The Loan Documents and any and all other documents heretofore, now
or hereafter executed and delivered pursuant to the terms of the Credit
Agreement are hereby amended so that any reference to the Credit Agreement shall
mean a reference to the Credit Agreement as amended hereby.
7. Expenses. Borrower shall pay all reasonable costs, fees, and
expenses paid or incurred by the Administrative Agent incident to this
Amendment, including, without limitation, the reasonable fees and expenses of
the Administrative Agent's counsel in connection with the negotiation,
preparation, delivery, and execution of this Amendment and any related
documents.
8. Miscellaneous. Unless stated otherwise herein, (a) the singular
number includes the plural and vice versa and words of any gender include each
other gender, in each case, as appropriate, (b) headings and captions shall not
be construed in interpreting provisions of this Amendment, (c) this Amendment
shall be governed by and construed in accordance with the internal laws of the
State of New York, (d) if any part of this Amendment is for any reason found to
be unenforceable, all other portions of it shall nevertheless remain
enforceable, (e) this Amendment may be executed in any number of counterparts
with the same effect as if all signatories had signed the same document, and all
of those counterparts shall be construed together to constitute the same
document, and (f) this Amendment and the Credit Agreement, as amended by this
Amendment, constitute the entire agreement and understanding among the parties
hereto and supercede any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.
3
9. Parties. This Amendment binds and inures to the benefit of Borrower,
Administrative Agent, Lenders, and their respective permitted successors and
assigns, and also inures to the benefit of the AT&T Parties and the AT&T
Broadband Parties as provided in the second sentence of Paragraph 2 of this
Amendment.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
4
Signature Page to that certain Five-Year Revolving Credit Agreement
dated as of the date first set forth above, among Comcast Cable Communications,
Inc., as Borrower, AT&T Comcast Corporation, as Parent, each Lender, and Bank of
America, N.A., as Administrative Agent.
COMCAST CABLE COMMUNICATIONS, INC., as Borrower CITIBANK, N.A., as a Lender
By: /s/ Kenneth Mikalauskas By: /s/ Carolyn A. Kee
----------------------------------------------------- ---------------------------------------------------------
Kenneth Mikalauskas, Vice President - Finance Carolyn A. Kee, Vice President
AT&T COMCAST CORPORATION, BARCLAYS BANK PLC, as a Lender
as Parent
By: /s/ Timothy C. Harrington
By: /s/ Arthur R. Block ---------------------------------------------------------
--------------------------------------------------------- Timothy C. Harrington, Director
Arthur R. Block, Senior Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
BANK OF AMERICA, N.A., as
Administrative Agent and as a Lender
By: /s/ John D. Brady
---------------------------------------------------------
By: /s/ Todd Shipley John D. Brady, Director
---------------------------------------------------------
Todd Shipley, Managing Director
FLEET NATIONAL BANK, as a Lender
JPMORGAN CHASE BANK, as a Lender
By: /s/ Michael Elwell
---------------------------------------------------------
By: /s/ Tracey Navin Ewing Michael Elwell, Vice President
---------------------------------------------------------
Tracey Navin Ewing, Vice President
PNC BANK, NATIONAL ASSOCIATION, as a Lender
THE BANK OF NEW YORK, as a Lender
By: /s/ Daniel Isaacs
---------------------------------------------------------
By: /s/ Michael E. Masters Daniel Isaacs, Commercial Banking Officer
---------------------------------------------------------
Michael E. Masters, Assistant Vice President
THE BANK OF NOVA SCOTIA, as a Lender
MIZUHO CORPORATE BANK, LTD., as a Lender
By: /s/ Brenda S. Insull
By: /s/ Raymond Ventura ---------------------------------------------------------
--------------------------------------------------------- Brenda S. Insull, Authorized Signatory
Raymond Ventura, Senior Vice President
Signature Page to that certain Five-Year Revolving Credit Agreement
dated as of the date first set forth above, among Comcast Cable Communications,
Inc., as Borrower, AT&T Comcast Corporation, as Parent, each Lender, and Bank of
America, N.A., as Administrative Agent.
SUNTRUST BANK, as a Lender BANK OF TOKYO-MITSUBISHI TRUST COMPANY, as a Lender
By: /s/ J. Eric Millham By: /s/ Mark R. Marron
--------------------------------------------------------- ---------------------------------------------------------
J. Eric Millham, Director Mark R. Marron, Vice President & Manager
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender BAYERISCHE LANDESBANK GIROZENTRALE,
CAYMAN ISLANDS BRANCH, as a Lender
By: /s/ William W. McGinty
--------------------------------------------------------- By: /s/ Peter Obermann
William W. McGinty, Director ---------------------------------------------------------
Peter Obermann, Senior Vice President
By: /s/ Christopher S. Hall
--------------------------------------------------------- By: /s/ Matthew DeCarlo
Christopher S. Hall, Managing Director ---------------------------------------------------------
Matthew DeCarlo, Second Vice President
WESTDEUTSCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as a Lender LLOYDS TSB BANK PLC, as a Lender
By: /s/ Lucie Guernsey By: /s/ Windsor R. Davies
--------------------------------------------------------- ---------------------------------------------------------
Lucie Guernsey, Director Windsor R. Davies, Director,
Corporate Banking, USA
By: /s/ Lisa Walker
--------------------------------------------------------- By: /s/ Lisa Maguire
Lisa Walker, Associate Director ---------------------------------------------------------
Lisa Maguire, Assistant Vice President
SUMITOMO MITSUI BANKING CORPORATION, as a Lender
LEHMAN COMMERCIAL PAPER INC., as a Lender
By: /s/ Leo E. Pagarigan
--------------------------------------------------------- By: /s/ G. Andrew Keith
Leo E. Pagarigan, Vice President ---------------------------------------------------------
G. Andrew Keith, Authorized Signatory
MELLON BANK, N.A., as a Lender
By: /s/ Alexander M. Gordon
---------------------------------------------------------
Alexander M. Gordon, Assistant Vice President
Signature Page to that certain Five-Year Revolving Credit Agreement
dated as of the date first set forth above, among Comcast Cable Communications,
Inc., as Borrower, AT&T Comcast Corporation, as Parent, each Lender, and Bank of
America, N.A., as Administrative Agent.
BNP PARIBAS, as a Lender DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES, as a Lender
By: /s/ Serge Desrayaud
--------------------------------------------------------- By: /s/ Brian E. Haughney
Serge Desrayaud, Managing Director Media ---------------------------------------------------------
& Telecomm Finance Group Brian E. Haughney, Vice President
By: /s/ Ola Anderssen By: /s/ William E. Lambert
--------------------------------------------------------- ---------------------------------------------------------
Ola Anderssen, Director William E. Lambert, Vice President
PB CAPITAL CORPORATION, as a Lender ALLFIRST BANK, as a Lender
By: /s/ Thomas Dearth By: /s/ Timothy A. Knabe
--------------------------------------------------------- ---------------------------------------------------------
Thomas Dearth, Associate Timothy A. Knabe, Vice President
By: /s/ Jeffrey Frost CREDIT SUISSE FIRST BOSTON, as a Lender
---------------------------------------------------------
Jeffrey Frost, Managing Director Portfolio
Management By: /s/ Paul J. Corona
---------------------------------------------------------
Paul J. Corona, Director
ARAB BANK PLC, as a Lender
By: /s/ Cassandra Droogan
By: /s/ Samer Tamimi ---------------------------------------------------------
--------------------------------------------------------- Cassandra Droogan, Associate
Samer Tamimi, Vice President
U.S. BANK NATIONAL ASSOCIATION, as a Lender
BANK ONE, NA, as a Lender
By: /s/ Jaycee Earll
By: /s/ Curtis R. Worthington ---------------------------------------------------------
--------------------------------------------------------- Jaycee Earll, Assistant Vice President
Curtis R. Worthington, Associate Director
MERRILL LYNCH CAPITAL CORPORATION, as a Lender
By: /s/ Zoran Fotak
---------------------------------------------------------
Zoran Fotak, Managing Director
Signature Page to that certain Five-Year Revolving Credit Agreement
dated as of the date first set forth above, among Comcast Cable Communications,
Inc., as Borrower, AT&T Comcast Corporation, as Parent, each Lender, and Bank of
America, N.A., as Administrative Agent.
FIRST TENNESSEE BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ James H. Atchley
---------------------------------------------------------
James H. Atchley, Senior Vice President
ANNEX I
FORM OF AMENDED AND RESTATED CREDIT AGREEMENT
Annex I to First Amendment to Five-Year Credit Agreement