EX-10.1 2 d513343dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION VERSION

LETTER AMENDMENT

Dated as of February 2, 2018

To the banks, financial institutions

        and other institutional lenders

        (collectively, the “Lenders”) party

        to the Term Loan Credit Agreement referred to

        below and to JPMorgan Chase Bank, N.A., as agent

        (the “Agent”) for the Lenders

Ladies and Gentlemen:

We refer to the $10,000,000,000 Term Loan Credit Agreement dated as of November 15, 2016 (the “Credit Agreement”) among AT&T Inc. (the “Borrower”), the Lenders and the Agent. Capitalized terms not otherwise defined in this letter amendment (this “Letter Amendment”) have the same meanings as specified in the Credit Agreement.

You have indicated your willingness, on the terms and conditions stated below, to amend the Credit Agreement as herein set forth. Accordingly, it is hereby agreed by you and us as follows:

1. Amendments.

A. The Credit Agreement is hereby amended by replacing “$10,000,000,000” on the cover page thereto with “$16,175,000,000”.

B. The Credit Agreement is hereby further amended by amending and restating the definition of “Commitment Termination Date” in its entirety as follows:

Commitment Termination Date” means December 31, 2018.

C. The Credit Agreement is hereby further amended by deleting (i) the last sentence of the definition of “Tranche A Commitment” and (ii) the last sentence of the definition of “Tranche B Commitment”.

D. The Credit Agreement is hereby further amended by amending and restating Schedule I thereto in its entirety as set forth in Exhibit A hereto.

2. Effectiveness. This Letter Amendment shall become effective as of the date first above written (such date, the “Amendment Effective Date”) when, and only when, the Agent shall have received counterparts of this Amendment executed by the undersigned and each Lender. This Letter Amendment is subject to the provisions of Section 8.01 of the Credit Agreement.

3. Representations of the Borrower.    The Borrower represents and warrants that after giving effect to this Letter Amendment, on and as of the date hereof, (i) the representations and warranties of the Borrower set forth in Article IV of the Credit Agreement are true and (ii) no Default has occurred and is continuing.

 

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4. Effect of Letter Amendment; Miscellaneous. The Credit Agreement and the Notes, except to the extent of the amendments specifically provided in Section 1 above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment.

This Letter Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier or electronic communication shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Signature Pages Follow]

 

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Very truly yours,
AT&T INC.
By   /s/ George B. Goeke
  Name:   George B. Goeke
  Title:   Senior Vice President and Treasurer

[Signature Page to Letter Amendment]


Agreed as of the date first above written:

JPMORGAN CHASE BANK, N.A.,

        as Agent and as Lender

By   /s/ Bruce S. Borden
  Name:   Bruce S. Borden
  Title:   Executive Director

[Signature Page to Letter Amendment]


BANK OF AMERICA, N.A., as a Lender
By   /s/ Eric Ridgway
  Name:   Eric Ridgway
  Title:   Director
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
By   /s/ Lillian Kim
  Name:   Lillian Kim
  Title:   Director
BARCLAYS BANK PLC, as a Lender
By   /s/ Chris Walton
  Name:   Chris Walton
  Title:   Director
MIZUHO BANK, LTD., as a Lender
By   /s/ Daniel Guevara
  Name:   Daniel Guevara
  Title:   Authorized Signatory
BNP PARIBAS, as a Lender
By   /s/ David L. Berger
  Name:   David L. Berger
  Title:   Director
By   /s/ Sang W. Han
  Name:   Sang W. Han
  Title:   Vice President
ROYAL BANK OF CANADA, as a Lender
By   /s/ Scott Johnson
  Name:   Scott Johnson
  Title:   Authorized Signatory

[Signature Page to Letter Amendment]


BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender
By   /s/ Mauricio Benitez
  Name:   Mauricio Benitez
  Title:   Executive Director
By   /s/ Veronica Incera
  Name:   Veronica Incera
  Title:   Managing Director
BANCO SANTANDER, S.A., New York Branch, as a Lender
By   /s/ Rita Walz-Cuccioli
  Name:   Rita Walz-Cuccioli
  Title:   Executive Director
By   /s/ Terence Corcoran
  Name:   Terence Corcoran
  Title:   Senior Vice President
BANK OF CHINA, NEW YORK BRANCH, as a Lender
By   /s/ Raymond Qiao
  Name:   Raymond Qiao
  Title:   Executive Vice President
COMMERZBANK AG, NEW YORK BRANCH, as a Lender
By   /s/ Paolo de Alessandrini
  Name:   Paolo de Alessandrini
  Title:   Managing Director
By   /s/ Jonas Ryan
  Name:   Jonas Ryan
  Title:   Associate

[Signature Page to Letter Amendment]


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
By   /s/ Judith Smith
  Name:   Judith Smith
  Title:   Authorized Signatory
By   /s/ Karim Rahimtoola
  Name:   Karim Rahimtoola
  Title:   Authorized Signatory
DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
By   /s/ Ming K. Chu
  Name:   Ming K. Chu
  Title:   Director
By   /s/ Virginia Cosenza
  Name:   Virginia Cosenza
  Title:   Vice President
GOLDMAN SACHS BANK USA, as a Lender
By   /s/ Rebecca Kratz
  Name:   Rebecca Kratz
  Title:   Authorized Signatory
SOCIETE GENERALE, as a Lender
By   /s/ Jonathan Logan
  Name:   Jonathan Logan
  Title:   Director
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By   /s/ Annie Dorval
  Name:   Annie Dorval
  Title:   Authorized Signatory

[Signature Page to Letter Amendment]


WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By   /s/ Lindsey McGraw
  Name:   Lindsey McGraw
  Title:   Director
THE BANK OF NEW YORK MELLON, as a Lender
By   /s/ William M. Feathers
  Name:   William M. Feathers
  Title:   Director
INTESA SANPAOLO S.P.A., as a Lender
By   /s/ Glen Binder
  Name:   Glen Binder
  Title:   Global Relationship Manager
By   /s/ Christophe Hamonet
  Name:   Christophe Hamonet
  Title:   Regional Business Manager
U.S. BANK NATIONAL ASSOCIATION, as a Lender
By   /s/ Eugene Butera
  Name:   Eugene Butera
  Title:   Vice President

[Signature Page to Letter Amendment]


EXHIBIT A TO THE

LETTER AMENDMENT

SCHEDULE I

COMMITMENTS

 

Name of Initial Lender

   Tranche A Commitments    Tranche B Commitments

JPMorgan Chase Bank, N.A.

   $582,500,000    $582,500,000

Bank of America, N.A.

   $582,500,000    $582,500,000

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

   $532,500,000    $532,500,000

Barclays Bank PLC

   $532,500,000    $532,500,000

Mizuho Bank, Ltd.

   $532,500,000    $532,500,000

BNP Paribas

   $512,500,000    $512,500,000

Royal Bank of Canada

   $462,500,000    $462,500,000

Banco Bilbao Vizcaya Argentaria, S.A. New York Branch

   $412,500,000    $412,500,000

Banco Santander, S.A., New York Branch

   $412,500,000    $412,500,000

Bank of China, New York Branch

   $412,500,000    $412,500,000

Commerzbank AG New York Branch

   $412,500,000    $412,500,000

Credit Suisse AG, Cayman Islands Branch

   $412,500,000    $412,500,000

Deutsche Bank AG New York Branch

   $412,500,000    $412,500,000

Goldman Sachs Bank USA

   $412,500,000    $412,500,000

Societe Generale

   $412,500,000    $412,500,000

The Toronto-Dominion Bank, New York Branch

   $412,500,000    $412,500,000

Wells Fargo Bank, National Association

   $412,500,000    $412,500,000

The Bank of New York Mellon

   $100,000,000    $100,000,000

Intesa Sanpaolo S.p.A. New York Branch

   $62,500,000    $62,500,000

U.S. Bank National Association

   $62,500,000    $62,500,000

Total Commitments

   $8,087,500,000    $8,087,500,000

 

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