Exhibit 10.12
PROMISSORY NOTE
$141,042,262.50 As of June 30, 1997
Wilmington, Delaware
FOR VALUE RECEIVED, the undersigned, Comcast Cable Communications, Inc., a
Delaware corporation ("Borrower"), hereby promises to pay to the order of
Comcast Corporation, a Pennsylvania corporation ("Lender") or Lender's assignee,
at Lender's offices located at 1500 Market Street, Philadelphia, PA 19102 or at
such other place as may be designated in writing, the principal sum of
$141,042,262.50, in lawful money of the United States of America, together with
interest thereon computed from the date hereof at the rate set forth below. The
information on Lender's or its assignee's books and records shall be conclusive
in the absence of manifest error. The unpaid principal balance together with
all accrued interest on this Promissory Note shall be paid in full on or before
June 30, 2002.
Commencing on the date hereof the unpaid principal amount under this Promissory
Note shall accrue interest calculated annually at a rate equal to 8.50%.
Interest charged under this Promissory Note shall be paid quarterly. Any
accrued but unpaid interest balances shall be added to the unpaid principal
balance of this Promissory Note on a quarterly basis and thereafter such accrued
but unpaid interest shall be charged interest consistent with unpaid principal.
Notwithstanding any other provision contained herein, the total liability of
Borrower for payment of interest pursuant hereto shall not exceed the maximum
amount of such interest permitted by law to be charged, collected or received
from Borrower, and if any payments by Borrower include interest in excess of
such a maximum amount, Lender shall apply such excess to the reduction of the
unpaid principal amount due pursuant hereto, or if none is due, such excess
shall be refunded to Borrower.
Borrower may prepay all or a portion of the unpaid principal or interest of this
Promissory Note at any time or from time to time without penalty or premium.
Borrower may enter into assignment or assumption agreements with respect to all
or any portion of this obligation. Lender hereby acknowledges that the
execution of any such assignment or assumption agreement may relieve Borrower of
any and all obligation to Lender with respect to the portion of this Promissory
Note so assigned or assumed. Lender must be a party to any such assignment or
assumption agreement. Any such assignment or assumption agreement may only be
entered into with a subsidiary entity (of any tier) of Borrower which owns,
directly or indirectly, one or more cable television systems.
The occurrence of any of the following shall constitute an "Event of Default:"
(1) Borrower shall fail to pay any part of the principal or interest
due and payable under this Note within ten days after receipt of
notice from Lender of such failure to pay;
(2) Borrower shall (a) apply for or consent to the appointment of a
receiver, trustee or liquidator for itself or a substantial part of
its assets, (b) admit in writing its inability to pay its debts as
they mature, (c) make a general assignment for the benefit of its
creditors, or (d) commence a voluntary case for relief as a debtor
under the United States Bankruptcy Code or under any other applicable
law, or file a petition seeking reorganization, insolvency,
readjustment of debts, dissolution or liquidation; or
(3) An involuntary case under the United States Bankruptcy Code shall
be commenced against Borrower or a petition shall be filed against
Borrower seeking similar relief under any other applicable law and
such case or petition shall remain undismissed for sixty (60) days
after the entry thereof.
Upon the occurrence of an Event of Default, at Lender's election, all sums due
hereunder, including all interest accrued thereon, shall become immediately due
and payable upon written notice to Borrower in accordance with the notice
provisions hereof.
Any notices, payments and/or communications required or permitted hereunder
shall be in writing and shall be deemed to have been given if delivered
personally or if mailed by certified or registered mail, return receipt
requested, postage prepaid (and shall be deemed delivered on the date offered
for delivery by the postal service whether or not accepted) or by overnight
courier service guaranteeing delivery within twenty-four hours (and shall be
deemed delivered on the date offered for delivery by such service whether or not
accepted) as follows:
(i) If to Borrower:
Comcast Cable Communications, Inc.
1105 North Market Street
Suite 1219
Wilmington, DE 19801
(ii) If to Lender:
Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148
The address for the purpose of mailing any notices, payments and/or
communications hereunder may be changed by similar notice given in the manner
herein provided.
Borrower waives presentment for payment, demand, notice of non-payment,
notice of protest and protest of this Promissory Note and all other notices
in connection with the delivery, acceptance, performance, default, dishonor
or enforcement of the payment of this Promissory Note.
The words "Lender" and "Borrower" whenever occurring herein shall be deemed and
construed to include the successors, assigns and participants of Lender, and the
successors and assigns of Borrower. This Note shall be construed according to
and governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the undersigned Borrower has executed and delivered this
Promissory Note as of the date first written above.
Comcast Cable Communications, Inc.
By: /s/ C. Stephen Backstrom
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Name: C. Stephen Backstrom
Title: Vice President