Exhibit 4.1(b)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
COMCAST CABLE COMMUNICATIONS, INC.
8 1/8% Exchange Note due 2004
CUSIP No.:
No. $
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to or registered assigns, the principal sum
of DOLLARS, on May 1, 2004.
Interest Payment Dates: May 1 and November 1 (each, an "Interest Payment
Date"), commencing on November 1, 1997.
Interest Record Dates: April 15 and October 15 (each, an "Interest Record
Date")
Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at
this place.
IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officer.
COMCAST CABLE COMMUNICATIONS,
INC.
By:___________________________
Name:
Title:
Attest:___________________
Name:
Title:
This is one of the 8 1/8% Exchange Notes due 2004 described in the
within-mentioned Indenture.
Dated:
BANK OF MONTREAL TRUST COMPANY,
as Trustee
By:____________________________
Authorized Signatory
(REVERSE OF SECURITY)
COMCAST CABLE COMMUNICATIONS, INC.
8 1/8% Exchange Note due 2004
1. Interest.
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. Cash interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from May 1, 1997. The Company will pay interest semi-annually in arrears
on each Interest Payment Date, commencing November 1, 1997. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.
2. Method of Payment.
The Company shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date even
if the Securities are canceled on registration of transfer or registration of
exchange after such Interest Record Date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company shall pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by wire transfer of Federal funds
(provided that the Paying Agent shall have received wire instructions on or
prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder's registered address.
3. Paying Agent and Registrar.
Initially, Bank of Montreal Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. The Company or any of its Subsidiaries
may, subject to certain exceptions, act as Registrar.
4. Indenture.
The Company issued the Securities under an Indenture, dated as of
May 1, 1997 (the "Indenture"), between the Company and the Trustee. Capitalized
terms herein are used as defined in the Indenture unless otherwise defined
herein. The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and holders of Securities are referred to the
Indenture and the TIA for a statement of them. The Securities are general
obligations of the Company limited in aggregate principal amount to
$300,000,000.
-2-
5. Optional Redemption.
The Securities will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of the Securities, plus accrued interest thereon to the
date of redemption, or (ii) as determined by a Quotation Agent (as defined
below), the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below), plus accrued interest on the
Securities to the date of redemption. If a redemption date does not fall on an
Interest Payment Date, then, with respect to the interest payment immediately
succeeding the redemption date, only the unaccrued portion of such interest
payment as of the redemption date shall be included in any calculation pursuant
to clause (ii).
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of the principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains three or fewer such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.
"Reference Treasury Dealer" means (i) each of Goldman, Sachs & Co.; Bear,
Stearns & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (iii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
6. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities or
portions thereof selected for redemption, except the unredeemed portion of any
security being redeemed in part.
-3-
7. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it
for all purposes.
8. Unclaimed Funds.
If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee and the Paying Agent will repay the funds to the Company at
its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.
9. Legal Defeasance and Covenant Defeasance.
The Company may be discharged from its obligations under the Securities and
under the Indenture with respect to the Securities except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities,
in each case upon satisfaction of certain conditions specified in the Indenture.
10. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the provision of the
Indenture relating to the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other things,
cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act, or make any other change that does not
materially and adversely affect the rights of any Holder of a Security.
11. Restrictive Covenants.
The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Restricted Subsidiaries to make restricted
payments, to incur liens securing indebtedness, or to enter sale and leaseback
transactions and of the Company to merge or sell all or substantially all of its
assets. The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.
12. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. If a bankruptcy
Event of Default with respect to the Company occurs and is continuing, all the
Securities shall be immediately due and payable immediately in the manner and
with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture or the Securities unless it
has received indemnity satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Securities then outstanding to direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders of
Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.
-4-
13. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee.
14. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator, as such, of
the Company or any of its Affiliates shall have any liability for any obligation
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of, such obligations or their creation. Each Holder
of a Security by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the
Securities.
15. Authentication.
This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.
16. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
17. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
18. Governing Law.
The laws of the State of New York shall govern the Indenture and this
Security thereof without regard to principles of conflicts of laws.
-5-
ASSIGNMENT FORM
I or we assign and transfer this Security to
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)
- ------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint ______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated:___________________ Signed: _________________________________
Signed exactly as name appears
on the other side of this Security)
Signature Guarantee: _________________________________________________________
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
COMCAST CABLE COMMUNICATIONS, INC.
8 3/8% Exchange Note due 2007
CUSIP No.:
No. $
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to or registered assigns, the principal sum of DOLLARS,
on May 1, 2007.
Interest Payment Dates: May 1 and November 1 (each, an "Interest Payment
Date"), commencing on November 1, 1997.
Interest Record Dates: April 15 and October 15 (each, an "Interest Record
Date")
Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.
IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officer.
COMCAST CABLE COMMUNICATIONS,
INC.
By: __________________________
Name:
Title:
Attest: ________________________
Name:
Title:
This is one of the 8 3/8% Exchange Notes due 2007 described in the
within-mentioned Indenture.
Dated:
BANK OF MONTREAL TRUST COMPANY,
as Trustee
By: ____________________________
Authorized Signatory
(REVERSE OF SECURITY)
COMCAST CABLE COMMUNICATIONS, INC.
8 3/8% Exchange Note due 2007
1. Interest.
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. Cash interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from May 1, 1997. The Company will pay interest semi-annually in arrears
on each Interest Payment Date, commencing November 1, 1997. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.
2. Method of Payment.
The Company shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date even
if the Securities are canceled on registration of transfer or registration of
exchange after such Interest Record Date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company shall pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by wire transfer of Federal funds
(provided that the Paying Agent shall have received wire instructions on or
prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder's registered address.
3. Paying Agent and Registrar.
Initially, Bank of Montreal Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. The Company or any of its Subsidiaries
may, subject to certain exceptions, act as Registrar.
4. Indenture.
The Company issued the Securities under an Indenture, dated as of May 1,
1997 (the "Indenture"), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
until such time as the Indenture is qualified under the TIA, and thereafter as
in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Securities are subject to
all such terms, and holders of Securities are referred to the Indenture and the
TIA for a statement of them. The Securities are general obligations of the
Company limited in aggregate principal amount to $600,000,000.
-2-
5. Optional Redemption.
The Securities will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of the Securities, plus accrued interest thereon to the
date of redemption, or (ii) as determined by a Quotation Agent (as defined
below), the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below), plus accrued interest on the
Securities to the date of redemption. If a redemption date does not fall on an
Interest Payment Date, then, with respect to the interest payment immediately
succeeding the redemption date, only the unaccrued portion of such interest
payment as of the redemption date shall be included in any calculation pursuant
to clause (ii).
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of the principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains three or fewer such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.
"Reference Treasury Dealer" means (i) each of Goldman, Sachs & Co.; Bear,
Stearns & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (iii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
6. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations of
$1,000 and integral multiples of $1,000. A Holder shall register the transfer
of or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay certain transfer taxes or similar governmental
charges payable in connection therewith as permitted by the Indenture. The
Registrar need not register the transfer of or exchange any Securities or
portions thereof selected for redemption, except the unredeemed portion of any
security being redeemed in part.
-3-
7. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it
for all purposes.
8. Unclaimed Funds.
If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee and the Paying Agent will repay the funds to the Company at
its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.
9. Legal Defeasance and Covenant Defeasance.
The Company may be discharged from its obligations under the Securities and
under the Indenture with respect to the Securities except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities,
in each case upon satisfaction of certain conditions specified in the Indenture.
10. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the provision of the
Indenture relating to the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act, or make any other change that does not
materially and adversely affect the rights of any Holder of a Security.
11. Restrictive Covenants.
The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Restricted Subsidiaries to make restricted
payments, to incur liens securing indebtedness, or to enter sale and leaseback
transactions and of the Company to merge or sell all or substantially all of its
assets. The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with
such limitations.
12. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately
in the manner and with the effect provided in the Indenture. If a bankruptcy
Event of Default with respect to the Company occurs and is continuing, all the
Securities shall be immediately due and payable immediately in the manner and
with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture or the Securities unless it
has received indemnity satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Securities then outstanding to direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders of
Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.
-4-
13. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee.
14. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator, as such, of
the Company or any of its Affiliates shall have any liability for any obligation
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of, such obligations or their creation. Each Holder
of a Security by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the
Securities.
15. Authentication.
This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.
16. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
17. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
18. Governing Law.
The laws of the State of New York shall govern the Indenture and this
Security thereof without regard to principles of conflicts of laws.
-5-
ASSIGNMENT FORM
I or we assign and transfer this Security to
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)
- ------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint ______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated:___________________ Signed: ___________________________________
(Signed exactly as name appears
on the other side of this Security)
Signature Guarantee: _____________________________________________________
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
COMCAST CABLE COMMUNICATIONS, INC.
8 7/8% Exchange Note due 2017
CUSIP No.:
No. $
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to or registered assigns, the principal sum of DOLLARS,
on May 1, 2017.
Interest Payment Dates: May 1 and November 1 (each, an "Interest Payment
Date"), commencing on November 1, 1997.
Interest Record Dates: April 15 and October 15 (each, an "Interest Record
Date")
Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at this
place.
IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officer.
COMCAST CABLE COMMUNICATIONS,
INC.
By: _____________________________
Name:
Title:
Attest: ___________________
Name:
Title:
This is one of the 8 7/8% Exchange Notes due 2017 described in the
within-mentioned Indenture.
Dated:
BANK OF MONTREAL TRUST COMPANY,
as Trustee
By: ______________________________
Authorized Signatory
(REVERSE OF SECURITY)
COMCAST CABLE COMMUNICATIONS, INC.
8 7/8% Exchange Note due 2017
1. Interest.
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. Cash interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from May 1, 1997. The Company will pay interest semi-annually in arrears
on each Interest Payment Date, commencing November 1, 1997. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.
2. Method of Payment.
The Company shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date even
if the Securities are canceled on registration of transfer or registration of
exchange after such Interest Record Date. Holders must surrender Securities to
a Paying Agent to collect principal payments. The Company shall pay principal
and interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts ("U.S. Legal Tender"). However,
the Company may pay principal and interest by wire transfer of Federal funds
(provided that the Paying Agent shall have received wire instructions on or
prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder's registered address.
3. Paying Agent and Registrar.
Initially, Bank of Montreal Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. The Company or any of its Subsidiaries
may, subject to certain exceptions, act as Registrar.
4. Indenture.
The Company issued the Securities under an Indenture, dated as of May 1,
1997 (the "Indenture"), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein. The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the
Indenture until such time as the Indenture is qualified under the TIA, and
thereafter as in effect on the date on which the Indenture is qualified under
the TIA. Notwithstanding anything to the contrary herein, the Securities are
subject to all such terms, and holders of Securities are referred to the
Indenture and the TIA for a statement of them. The Securities are general
obligations of the Company limited in aggregate principal amount to
$550,000,000.
-2-
5. Optional Redemption.
The Securities will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of the Securities, plus accrued interest thereon to
the date of redemption, or (ii) as determined by a Quotation Agent (as defined
below), the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below), plus accrued interest on the
Securities to the date of redemption. If a redemption date does not fall on an
Interest Payment Date, then, with respect to the interest payment immediately
succeeding the redemption date, only the unaccrued portion of such interest
payment as of the redemption date shall be included in any calculation pursuant
to clause (ii).
"Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of the principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains three or fewer such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.
"Reference Treasury Dealer" means (i) each of Goldman, Sachs & Co.; Bear,
Stearns & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (iii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
6. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations
of $1,000 and integral multiples of $1,000. A Holder shall register the
transfer of or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or
similar governmental charges payable in connection therewith as permitted by
the Indenture. The Registrar need not register the transfer of or exchange
any Securities or portions thereof selected for redemption, except the
unredeemed portion of any security being redeemed in part.
-3-
7. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it for
all purposes.
8. Unclaimed Funds.
If funds for the payment of principal or interest remain unclaimed for
two years, the Trustee and the Paying Agent will repay the funds to the Company
at its written request. After that, all liability of the Trustee and such
Paying Agent with respect to such funds shall cease.
9. Legal Defeasance and Covenant Defeasance.
The Company may be discharged from its obligations under the Securities
and under the Indenture with respect to the Securities except for certain
provisions thereof, and may be discharged from obligations to comply with
certain covenants contained in the Securities and in the Indenture with respect
to the Securities, in each case upon satisfaction of certain conditions
specified in the Indenture.
10. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the provision of the
Indenture relating to the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other things,
cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act, or make any other change that does not
materially and adversely affect the rights of any Holder of a Security.
11. Restrictive Covenants.
The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Restricted Subsidiaries to make restricted
payments, to incur liens securing indebtedness, or to enter sale and leaseback
transactions and of the Company to merge or sell all or substantially all of
its assets. The limitations are subject to a number of important qualifications
and exceptions. The Company must annually report to the Trustee on compliance
with such limitations.
12. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately in
the manner and with the effect provided in the Indenture. If a bankruptcy Event
of Default with respect to the Company occurs and is continuing, all the
Securities shall be immediately due and payable immediately in the manner and
with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture or the Securities unless it
has received indemnity satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Securities then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of
Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.
-4-
13. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee.
14. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator, as such, of
the Company or any of its Affiliates shall have any liability for any obligation
of the Company under the Securities or the Indenture or for any claim based on,
in respect of or by reason of, such obligations or their creation. Each Holder
of a Security by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the
Securities.
15. Authentication.
This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.
16. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
17. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
18. Governing Law.
The laws of the State of New York shall govern the Indenture and this
Security thereof without regard to principles of conflicts of laws.
-5-
ASSIGNMENT FORM
I or we assign and transfer this Security to
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)
- ------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint ______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated:___________________ Signed: ___________________________________
(Signed exactly as name appears
on the other side of this Security)
Signature Guarantee: _________________________________________________________
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY.
COMCAST CABLE COMMUNICATIONS, INC.
8 1/2% Exchange Note due 2027
CUSIP No.:
No. $
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to or registered assigns, the principal sum of DOLLARS,
on May 1, 2027.
Interest Payment Dates: May 1 and November 1 (each, an "Interest Payment
Date"), commencing on November 1, 1997.
Interest Record Dates: April 15 and October 15 (each, an "Interest Record
Date")
Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at
this place.
IN WITNESS WHEREOF, the Company has caused this Security to be signed
manually or by facsimile by its duly authorized officer.
COMCAST CABLE COMMUNICATIONS,
INC.
By: ___________________________
Name:
Title:
Attest: ________________
Name:
Title:
This is one of the 8 1/2% Exchange Notes due 2027 described in the
within-mentioned Indenture.
Dated:
BANK OF MONTREAL TRUST COMPANY,
as Trustee
By: _____________________________
Authorized Signatory
(REVERSE OF SECURITY)
COMCAST CABLE COMMUNICATIONS, INC.
8 1/2% Exchange Note due 2027
1. Interest.
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company"),
promises to pay interest on the principal amount of this Security at the rate
per annum shown above. Cash interest on the Securities will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from May 1, 1997. The Company will pay interest semi-annually in arrears
on each Interest Payment Date, commencing November 1, 1997. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.
The Company shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities and on overdue installments of
interest (without regard to any applicable grace periods) to the extent
lawful.
2. Method of Payment.
The Company shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of business
on the Interest Record Date immediately preceding the Interest Payment Date
even if the Securities are canceled on registration of transfer or registration
of exchange after such Interest Record Date. Holders must surrender Securities
to a Paying Agent to collect principal payments. The Company shall pay
principal and interest in money of the United States that at the time of payment
is legal tender for payment of public and private debts ("U.S. Legal Tender").
However, the Company may pay principal and interest by wire transfer of Federal
funds (provided that the Paying Agent shall have received wire instructions on
or prior to the relevant Interest Record Date), or interest by check payable in
such U.S. Legal Tender. The Company may deliver any such interest payment to
the Paying Agent or to a Holder at the Holder's registered address.
3. Paying Agent and Registrar.
Initially, Bank of Montreal Trust Company (the "Trustee") will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to the Holders. The Company or any of its Subsidiaries
may, subject to certain exceptions, act as Registrar.
4. Indenture.
The Company issued the Securities under an Indenture, dated as of May 1,
1997 (the "Indenture"), between the Company and the Trustee. Capitalized terms
herein are used as defined in the Indenture unless otherwise defined herein.
The terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of the Indenture
until such time as the Indenture is qualified under the TIA, and thereafter as
in effect on the date on which the Indenture is qualified under the TIA.
Notwithstanding anything to the contrary herein, the Securities are subject to
all such terms, and holders of Securities are referred to the Indenture and the
TIA for a statement of them. The Securities are general obligations of the
Company limited in aggregate principal amount to $250,000,000.
-2-
5. Optional Redemption.
The Securities will be redeemable, in whole or in part, at the option of
the Company at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of the Securities, plus accrued interest thereon to the
date of redemption, or (ii) as determined by a Quotation Agent (as defined
below), the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate (as defined below), plus accrued interest on the
Securities to the date of redemption. If a redemption date does not fall on an
Interest Payment Date, then, with respect to the interest payment immediately
succeeding the redemption date, only the unaccrued portion of such interest
payment as of the redemption date shall be included in any calculation pursuant
to clause (ii).
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of the principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.25%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or (B) if the Trustee obtains three or fewer such Reference Treasury
Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means one of the Reference Treasury Dealers appointed by
the Trustee after consultation with the Company.
"Reference Treasury Dealer" means (i) each of Goldman, Sachs & Co.; Bear,
Stearns & Co. Inc.; Donaldson, Lufkin & Jenrette Securities Corporation and
their respective successors; provided, however, that if any of the foregoing
shall cease to be a primary U.S. Government securities dealer in New York City
(a "Primary Treasury Dealer"), the Company shall substitute therefor another
Primary Treasury Dealer; and (iii) any other Primary Treasury Dealer selected by
the Trustee after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case a percentage of its principal amount) quoted in writing
to the Trustee by such Reference Dealer at 5:00 p.m. on the third Business Day
preceding such redemption date.
6. Purchase at Option of Holders of Securities
Each holder of the Notes will have the right to require the Company to
repurchase all or a portion of the Securities owned by such holder (the "Put
Option") on May 1, 2009 (the "Put Option Exercise Date") at a purchase price
equal to 100% of the principal amount of the Securities tendered by such holder
plus accrued interest thereon. On or before the Put Option Exercise Date, the
Company shall deposit with a paying agent (or the Trustee) money sufficient to
pay the principal of and any accrued interest on any Securities tendered for
repayment. On and after the Put Option Exercise Date, interest will cease to
accrue on the Securities or any portion thereof tendered for purchase, unless
the Company fails to pay the purchase price.
-3-
If a holder elects to exercise the Put Option, such holder must provide
the Company with notice of its intention to exercise the Put Option during the
period from and including March 1, 2009 through and including April 1, 2009.
Such notice, once given, will be irrevocable unless waived by the Company.
The Company will comply with the provisions of Rule 13e-4, Rule 14e-1 and
any other tender offer rules under the Exchange Act if required and will file
Schedule 13E-4 or any other schedule if required thereunder in connection with
any offer by the Company to purchase the Securities.
7. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations
of $1,000 and integral multiples of $1,000. A Holder shall register the
transfer of or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay certain transfer taxes or similar
governmental charges payable in connection therewith as permitted by the
Indenture. The Registrar need not register the transfer of or exchange any
Securities or portions thereof selected for redemption, except the unredeemed
portion of any security being redeemed in part.
8. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it
for all purposes.
9. Unclaimed Funds.
If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee and the Paying Agent will repay the funds to the Company at
its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.
10. Legal Defeasance and Covenant Defeasance.
The Company may be discharged from its obligations under the Securities and
under the Indenture with respect to the Securities except for certain provisions
thereof, and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities,
in each case upon satisfaction of certain conditions specified in the Indenture.
11. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the provision of the
Indenture relating to the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with any provision may be waived with the consent of the
Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other things,
cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act, or make any other change that does not
materially and adversely affect the rights of any Holder of a Security.
12. Restrictive Covenants.
The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Restricted Subsidiaries to make restricted
payments, to incur liens securing indebtedness, or to
-4-
enter sale and leaseback transactions and of the Company to merge or sell all
or substantially all of its assets. The limitations are subject to a number of
important qualifications and exceptions. The Company must annually report to
the Trustee on compliance with such limitations.
13. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all the Securities to be due and payable immediately
in the manner and with the effect provided in the Indenture. If a bankruptcy
Event of Default with respect to the Company occurs and is continuing, all the
Securities shall be immediately due and payable immediately in the manner and
with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture or the Securities unless it
has received indemnity satisfactory to it. The Indenture permits, subject to
certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Securities then outstanding to direct the Trustee in
its exercise of any trust or power. The Trustee may withhold from Holders of
Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.
14. Trustee Dealings with Company.
The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee.
15. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator, as such, of
the Company or any of its Affiliates shall have any liability for any
obligation of the Company under the Securities or the Indenture or for any
claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration for
the issuance of the Securities.
16. Authentication.
This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.
17. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities.
No representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
-5-
19. Governing Law.
The laws of the State of New York shall govern the Indenture and this
Security thereof without regard to principles of conflicts of laws.
-6-
ASSIGNMENT FORM
I or we assign and transfer this Security to
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)
- ------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint ______________________________________________________
agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated:___________________ Signed: ______________________________
(Signed exactly as name appears
on the other side of this Security)
Signature Guarantee: _________________________________________________________
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
OPTION OF HOLDER TO ELECT REPURCHASE
ON MAY 1, 2009
If you elect to have this Security purchased by the Company on May 1, 2009,
check the box: / /
If you elect to have only part of this Security purchased by the Company
on May 1, 2009, state the amount (multiples of $1,000 only) to be purchased:
$________________
Dated: ___________________
Signed: __________________________
(Sign exactly as name appears
on the other side of this Security)
Signature Guarantee: _________________________________________________________
Participant is a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)