Exhibit 10.45 Execution Copy CREDIT AGREEMENT among COMCAST CORPORATION COMCAST CABLE COMMUNICATIONS HOLDINGS, INC. The Financial Institutions Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and Issuing Lender CITIBANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents Dated as of October 7, 2005
J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Bookrunners BANC OF AMERICA SECURITIES LLC, BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC., as Co-Arrangers TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1.01 1.02 1.03 Defined Terms Use of Certain Terms Accounting Terms
1 1 16 16
1.04 1.05 1.06 1.07
Rounding Exhibits and Schedules References to Agreements and Laws Pro Forma Calculations
16 17 17 17 18 18 18 18 22 24 24 24 24 24 25 26 26 27 27 27 29 29 29 30 30 i
SECTION 2 THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT 2.01 2.02 2.03 2.04 2.05 2.06 2.07 2.08 2.09 2.10 2.11 2.12 2.13 2.14 2.15 2.16 Amount and Terms of Revolving Commitments Procedure for Revolving Loan Borrowings Letters of Credit Competitive Bid Procedure Reduction or Termination of Revolving Commitments [RESERVED] [RESERVED] [RESERVED] Prepayments Documentation of Loans Continuation and Conversion Option Interest Fees Computation of Interest and Fees Making Payments Funding Sources
SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY 3.01 3.02 3.03 Taxes Illegality Inability to Determine Eurodollar Rates
Page
3.04 3.05 3.06 3.07
Increased Cost and Reduced Return; Capital Adequacy Breakfunding Costs Matters Applicable to all Requests for Compensation Survival
30 31 32 32 32
SECTION 4 CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT
4.01 4.02
Conditions Precedent to Effective Date Conditions to all Extensions of Credit
32 33 34 34 34 34 35 35 35 35 35 35 36 36 36 36 36 37 37 38 38 38 38 39 39 39 ii
SECTION 5 REPRESENTATIONS AND WARRANTIES 5.01 5.02 5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11 5.12 5.13 5.14 Existence and Qualification; Power; Compliance with Laws Power; Authorization; Enforceable Obligations No Legal Bar Financial Statements; No Material Adverse Effect Litigation No Default Authorizations Taxes Margin Regulations; Investment Company Act; Public Utility Holding Company Act ERISA Compliance Assets; Liens Environmental Compliance Use of Proceeds Disclosure
SECTION 6 AFFIRMATIVE COVENANTS 6.01 6.02 6.03 6.04 6.05 6.06 6.07 6.08 Financial Statements Certificates, Notices and Other Information Payment of Taxes Preservation of Existence Maintenance of Properties Maintenance of Insurance Compliance With Laws Inspection Rights
Page
6.09 6.10 6.11 6.12 6.13
Keeping of Records and Books of Account Compliance with ERISA Compliance With Agreements Use of Proceeds Designation of Unrestricted Subsidiaries
39 39 39 39 39
SECTION 7 NEGATIVE COVENANTS 7.01 7.02 7.03 7.04 7.05 7.06 7.07 Liens Subsidiary Indebtedness Fundamental Changes ERISA Limitations on Upstreaming Margin Regulations Financial Covenant
40 40 41 42 42 42 42 43 43 43 44 45 45 45 45 46 46 46 47 47 47 48 48 48 49 50 iii
SECTION 8 EVENTS OF DEFAULT AND REMEDIES 8.01 8.02 Events of Default Remedies Upon Event of Default
SECTION 9 THE AGENTS 9.01 9.02 9.03 9.04 9.05 9.06 9.07 9.08 9.09 9.10 Appointment Delegation of Duties Exculpatory Provisions Reliance by Administrative Agent Notice of Default Non-Reliance on Agents and Other Lenders Indemnification Agent in Its Individual Capacity Successor Administrative Agent Co-Documentation Agents and Syndication Agent
SECTION 10 MISCELLANEOUS 10.01 10.02 10.03 Amendments; Consents Requisite Notice; Effectiveness of Signatures and Electronic Mail Attorney Costs, Expenses and Taxes
Page
10.04 10.05 10.06
Binding Effect; Assignment Set-off Sharing of Payments
50 52 52
10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22 10.23 10.24
No Waiver; Cumulative Remedies Usury Counterparts Integration Nature of Lenders’ Obligations Survival of Representations and Warranties Indemnity by Co-Borrowers Nonliability of Lenders No Third Parties Benefitted Severability Confidentiality Headings Time of the Essence Foreign Lenders Removal and Replacement of Lenders Governing Law; Submission to Jurisdiction; Waivers Waiver of Right to Trial by Jury USA PATRIOT Act iv
53 53 53 53 54 54 54 54 55 55 55 56 56 56 57 57 58 58
EXHIBITS
A B C D
Form of Guarantee Agreement Form of Request for Extension of Credit Form of Compliance Certificate Form of Assignment and Acceptance
SCHEDULES A Excluded Indebtedness 2.01 Revolving Commitments v CREDIT AGREEMENT This CREDIT AGREEMENT is entered into as of October 7, 2005, by and among COMCAST CORPORATION, a Pennsylvania corporation (“Borrower”), COMCAST CABLE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, as a Co-Borrower, each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent and an Issuing Lender, CITIBANK, N.A., as syndication agent (in such capacity, “Syndication Agent”), and BANK OF AMERICA, N.A., BARCLAYS BANK PLC and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents (in such capacity, “Co-Documentation Agents”).
RECITAL Borrower has requested that Lenders and Issuing Lender provide a revolving line of credit, and Lenders, Issuing Lender and Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: “Acquisition” means (a) any purchase or other acquisition of assets or series of related purchases or other acquisitions of assets by Borrower or any Restricted Subsidiary (including by way of asset or stock purchase, swap or merger) other than from Borrower or any Restricted Subsidiary or (b) the designation by Borrower of an Unrestricted Subsidiary as a Restricted Subsidiary. “Administrative Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent permitted under the Loan Documents. “Administrative Agent’s Office” means Administrative Agent’s address and, as appropriate, account set forth below its signature to this Agreement, or such other address or account as Administrative Agent hereafter may designate by written notice to Borrower and Lenders. “Administrative Agent-Related Persons” means Administrative Agent (including any successor agent), together with its Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. “Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by Administrative Agent and submitted to Administrative Agent (with a copy to Borrower) duly completed by such Lender. “Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under direct or indirect common control with, such Person. “Agents” means the collective reference to Administrative Agent, Syndication Agent and CoDocumentation Agents. “Aggregate Exposure” means, with respect to any Lender at any time, an amount equal to the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Outstanding Revolving Obligations. “Aggregate Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time. “Agreement” means this Credit Agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. “Annualized EBITDA” means, at any date of determination, EBITDA for the two fiscal quarter periods then most recently ended times two (2). “Applicable Amount” means the rate per annum, in basis points, set forth under the relevant column heading below based upon the applicable Debt Ratings:
Pricing Level
Debt Ratings S&P/Moody’s
Commitment Fee
Base Rate
Eurodollar Rate/ Letters of Credit
Utilization Fee (>50.0%)
1 2 3 4 5 6
>A/A2 A-/A3 BBB+/Baa1 BBB/Baa2 BBB-/Baa3