Increased Revolving Commitment Activation Notice
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
|
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/ Xxxxx xx Xxxxxxxxxxxx | |
| Name: Xxxxx xx Xxxxxxxxxxxx
Title: Managing Director |
||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx
Title: Vice President |
||
Name of Increasing Lender: Bank of America, N.A.
Increased Revolving Commitment Closing Date: September 21, 2018
Principal
|
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/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Title: Director |
||
Name of Increasing Lender: Banco Santander, S.A., New York Branch (“BSNY”)
Increased Revolving Commitment Closing Date: September 21, 2018
Principal
|
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/ Xxxx Xxxx-Xxxxxxxx | |
| Name: Xxxx
Xxxx-Xxxxxxxx Title: Executive Director |
||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx Title: Executive Director |
||
COMCAST CORPORATION, as Borrower |
| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |
| Name: Xxxxxxx X.
Xxxxxxxxx Title: Senior Vice President and Treasurer |
||
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxx
Title: Executive Director |
||
JPMORGAN CHASE BANK,
N.A.,
as an Issuing Lender
| By: | /s/ Xxxx X. Xxxxxxxxx | |
| Name: Xxxx X. Xxxxxxxxx Title: Executive Director |
||
Citibank, N.A., as an Issuing Lender |
| By: | /s/ Xxxxxx X. Xxxx | |
| Name: Xxxxxx X.
Xxxx Title: Vice President & Managing Director |
||
Xxxxx Fargo Bank, National Association, as an Issuing Lender |
| By: | /s/ Xxxxxxxx Xxxxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxxx Title: Director |
||
Mizuho Bank, Ltd., as an Issuing Lender |
| By: | /s/ Xxxxx XxXxxxxxxxx | |
| Name: Xxxxx
XxXxxxxxxxx Title: Authorized Signatory |
||
MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), as an Issuing Lender |
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: Xxxxxxx
Xxxxxxx Title: Vice President |
||
Xxxxxx Xxxxxxx Bank, N.A., as an Issuing Lender |
| By: | /s/ Xxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxx
Xxxxxxxxx Title: Authorized Signatory |
||
The Bank of New York
Mellon,
as an Issuing Lender
| By: | /s/ Xxxxxxxxxxx Xxxxx | |
| Name: Xxxxxxxxxxx
Xxxxx Title: Vice President |
||
Bank of America, N.A.,
as an Issuing Lender
| By: | /s/ Xxxxxxx Xxxxx | |
| Name: Xxxxxxx Xxxxx Title: Director |
||
