Exhibit 10.13
Promissory Note
$437,248,000.00 As of July 2, 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 $437,248,000.00, 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
7.25%. 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