Exhibit 4.7
FIRST AMENDMENT TO AMENDED AND ▇▇▇▇▇▇▇▇▇
FIVE-YEAR REVOLVING CREDIT AGREEMENT
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THIS AMENDMENT (herein so called) is entered into as of February 7,
2003, among COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation
("Borrower"), COMCAST CORPORATION (formerly known as AT&T Comcast Corporation),
a Pennsylvania corporation ("Parent"), the Lenders party to the Credit Agreement
(hereinafter defined) and BANK OF AMERICA, N.A., as Administrative Agent for the
Lenders.
Borrower, Parent, Lenders and Administrative Agent are party to the
Five-Year Revolving Credit Agreement dated as of August 24, 2000, as amended and
restated by the Amended and Restated Five-Year Revolving Credit Agreement
effective as of November 18, 2002 (the "Credit Agreement"), and have agreed,
upon the following terms and conditions, to amend the Credit Agreement in
certain respects. Accordingly, for valuable and acknowledged consideration,
Borrower, Parent, Lenders and Administrative Agent agree as follows:
1. Terms and References.
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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" are to the Credit Agreement's
sections.
2. Amendments.
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(a) Section 6.01(a) is amended to read in its entirety as
follows:
"As soon as available, but in any event within 105
days (in the case of clause (i) below) or 120 days (in the
case of clause (ii) below) after the end of each fiscal year
of Parent ending after the Effective Date, consolidated
balance sheets as at the end of such fiscal year and related
consolidated statements of income and cash flows for such
fiscal year, of (i) Parent and its consolidated Subsidiaries
and (ii) the Restricted Group, setting forth in each case in
comparative form the figures for the previous fiscal year, all
in reasonable detail, audited and accompanied by a report and
opinion of independent certified public accountants of
nationally recognized standing reasonably acceptable to
Administrative Agent, which report and opinion shall not be
subject to any qualifications or exceptions as to the scope of
the audit nor to any qualifications or exceptions not
reasonably acceptable to Administrative Agent;"
(b) Section 6.01(b) is amended to read in its entirety as
follows:
"As soon as available, but in any event within 60
days after the end of each of the first three fiscal quarters
of each fiscal year of Parent ending after the Effective Date,
consolidated balance sheets as at the end of such fiscal
quarter, and the related consolidated statements of income and
cash flows for such fiscal quarter and for the portion of
Parent's fiscal year then ended, of (i) Parent and its
consolidated Subsidiaries and (ii) the Restricted Group,
setting forth in each case in comparative form the figures for
the corresponding fiscal quarter of the previous fiscal year
and the corresponding portion of the previous fiscal year, all
in reasonable detail and certified by a Responsible Officer of
Parent as fairly presenting the financial condition, results
of operations and cash flows of Parent and its consolidated
Subsidiaries or of the Restricted Group,
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1 Conformed to reflect signatures
First Amendment to Amended and Restated
Five-Year Revolving Credit Agreement
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as applicable, in accordance with GAAP, subject only to pro
forma adjustments and normal year-end audit adjustments,
except for the financial statements of the Restricted Group,
which will be in accordance with GAAP except for the exclusion
of the Unrestricted Subsidiaries; and"
3. Conditions Precedent to Effectiveness of Amendment.
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This Amendment shall not be effective until Administrative Agent receives
counterparts of this Amendment executed by Borrower, Parent, Required Lenders
and Administrative Agent.
4. Representations.
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Borrower represents and warrants to Lenders that as of the date of this
Amendment, no Default or Event of Default has occurred and is continuing.
5. Effect of Amendment.
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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.
6. Expenses.
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Borrower shall pay all reasonable 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.
7. Miscellaneous.
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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.
8. Parties.
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This Amendment binds and inures to the benefit of Borrower, Parent,
Administrative Agent, Lenders and their respective permitted successors and
assigns.
[REMAINDER OF PAGE INTENTIONALLY BLANK.
SIGNATURE PAGES FOLLOW.]
First Amendment to Amended and Restated
Five-Year Revolving Credit Agreement
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2
Signature Page to that certain First Amendment to Amended and Restated
Five-Year Revolving Credit Agreement dated as of the date first set forth above,
among Comcast Cable Communications, Inc., as Borrower, Comcast Corporation
(f/k/a AT&T Comcast Corporation), as Parent, certain Lenders party thereto, and
Bank of America, N.A., as Administrative Agent.
COMCAST CABLE COMMUNICATIONS, CITIBANK, N.A., as a Lender
INC., as Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Vice President - Finance Director
COMCAST CORPORATION (f/k/a AT&T MIZUHO CORPORATE BANK LTD., as a
Comcast Corporation), as Parent Lender
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President - Finance Senior Vice President
BANK OF AMERICA, N.A., as
Administrative Agent and as a Lender BARCLAYS BANK PLC, as a Lender
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ L. ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇ L. ▇▇▇▇▇ ▇▇▇▇▇▇
Managing Director Director
JPMORGAN CHASE BANK, as a Lender WACHOVIA BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President Managing Director
THE BANK OF NEW YORK, as a Lender FLEET NATIONAL BANK, as a Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Vice-President Vice President
Signature Page to First Amendment to Amended and
Restated Five-Year Revolving Credit Agreement
Signature Page to that certain First Amendment to Amended and Restated
Five-Year Revolving Credit Agreement dated as of the date first set forth above,
among Comcast Cable Communications, Inc., as Borrower, Comcast Corporation
(f/k/a AT&T Comcast Corporation), as Parent, certain Lenders party thereto, and
Bank of America, N.A., as Administrative Agent.
THE BANK OF NOVA SCOTIA, as a Lender BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as a Lender
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Signatory Vice President
DEUTSCHE BANK AG NEW YORK ▇▇▇▇▇▇ COMMERCIAL PAPER INC., as a
BRANCH, as a Lender Lender
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Director Authorized Signatory
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Managing Director
LLOYDS TSB BANK PLC, as a Lender
SUNTRUST BANK, as a Lender
By: /s/ Windsor ▇. ▇▇▇▇▇▇
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Windsor ▇. ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Director
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Director
BNP PARIBAS, as a Lender
MELLON BANK, N.A., as a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Director
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▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇
Director
Signature Page to First Amendment to Amended and
Restated Five-Year Revolving Credit Agreement
Signature Page to that certain First Amendment to Amended and Restated
Five-Year Revolving Credit Agreement dated as of the date first set forth above,
among Comcast Cable Communications, Inc., as Borrower, Comcast Corporation
(f/k/a AT&T Comcast Corporation), as Parent, certain Lenders party thereto, and
Bank of America, N.A., as Administrative Agent.
DRESDNER BANK AG NEW YORK U.S. BANK NATIONAL ASSOCIATION, as
BRANCH, as a Lender a Lender
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Vice President Assistant Vice President
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Director
CREDIT SUISSE FIRST BOSTON, as a
Lender
By: /s/ SoVonna Day ▇▇▇▇▇
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SoVonna Day ▇▇▇▇▇
Vice President
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Associate
▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION,
as a Lender
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Assistant Vice President
Signature Page to First Amendment to Amended and
Restated Five-Year Revolving Credit Agreement