CONFORMED COPY
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement") dated as of March 22,
1999 among MediaOne Group Inc., a Delaware corporation ("MediaOne"), Sural
Corporation, a Delaware corporation ("Comcast Stockholder"), a stockholder
of Comcast Corporation, a Pennsylvania corporation ("Comcast") and Xxxxx X.
Xxxxxxx, a Pennsylvania resident and a stockholder of Comcast Stockholder.
WHEREAS, Comcast Stockholder owns 795,038 shares of
Comcast's Class A Common Stock, par value $1.00 per share (the "Comcast
Class A Common Stock"), and 8,786,250 shares of Comcast's Class B Common
Stock, par value $1.00 per share ("Comcast Class B Common Stock") (all
shares of Comcast Class A Common Stock and Comcast Class B Common Stock
owned as of the date hereof and which may be hereafter be acquired by
Comcast Stockholder prior to the termination of this Agreement shall be
referred to herein as the "Comcast Shares");
WHEREAS, Comcast and MediaOne propose to enter into an
Agreement and Plan of Merger dated as of the date hereof (as amended from
time to time, the "Merger Agreement"), which provides, among other things,
that MediaOne will merge with and into Comcast (the "Merger") (capitalized
terms used and not defined herein shall have the meanings given to such
terms in the Merger Agreement);
WHEREAS, in connection with the Merger, the articles of
incorporation of Comcast may be amended to increase the number of shares of
authorized Class A Special Common Stock, par value $1.00 per share (the
"Comcast Common Stock"), of Comcast;
WHEREAS, it is a condition to the willingness of MediaOne to
enter into the Merger Agreement that Comcast Stockholder agree, and in
order to induce MediaOne to enter into the Merger Agreement, Comcast
Stockholder has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be
legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE 1
VOTING OF COMCAST SHARES
SECTION 1.1. Voting Agreement. Comcast Stockholder hereby
agrees that during the time this Agreement is in effect, at any meeting of
the stockholders of Comcast, however called, and in any action by consent
of the stockholders of Comcast, Comcast Stockholder shall vote its Comcast
Shares: (i) in favor of the issuance of shares of Comcast Common Stock in
the Merger, as contemplated by the Merger Agreement, (ii) in favor of
amending the articles of incorporation of Comcast, as contemplated by the
Merger Agreement, (iii) against any action or agreement that would result
in a breach of any covenant, representation or warranty or any other
obligation or agreement of Comcast under the Merger Agreement or that would
result in any of the conditions to the obligations of Comcast under the
Merger Agreement not being fulfilled, (iv) in favor of any other matter
relating to the consummation of the Merger with respect to which Comcast
Stockholder may be entitled to vote, (v) in favor of the election of the
New Directors to the Comcast Board of Directors at each meeting where such
New Directors are required to be nominated pursuant to Section 7.05 of the
Merger Agreement, and (vi) against any other matter that would reasonably
be expected to interfere with the Merger including any transaction that
would result in a breach of the Merger Agreement by Comcast. Comcast
Stockholder acknowledges receipt and review of a copy of the Merger
Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF COMCAST STOCKHOLDER
Comcast Stockholder hereby represents and warrants to
MediaOne as follows:
SECTION 2.1. Authority Relative to this Agreement. Comcast
Stockholder has all necessary power, authority and legal capacity to
execute and deliver this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Comcast Stockholder and the consummation by
Comcast Stockholder of the transactions contemplated hereby have been duly
and validly authorized by Comcast Stockholder, and no other proceedings on
the part of Comcast Stockholder are necessary to authorize the execution
and delivery of this Agreement or to consummate such transactions. This
Agreement has been duly and validly executed and delivered by Comcast
Stockholder and constitutes a legal, valid and binding obligation of
Comcast Stockholder, enforceable against Comcast Stockholder in accordance
with its terms. Comcast Stockholder has provided MediaOne with complete
copies of its certificate of incorporation and bylaws.
SECTION 2.2. No Conflict. (a) The execution and delivery of
this Agreement by Comcast Stockholder do not, and the performance of this
Agreement by Comcast Stockholder will not, (i) conflict with or violate the
certificate of incorporation or bylaws of Comcast Stockholder, (ii) conflict
with or violate any law, rule, regulation, order, judgment or decree
applicable to Comcast Stockholder or by which Comcast Stockholder's Comcast
Shares are bound or affected or (iii) result in any breach of or constitute a
default (or an event that, with notice or lapse of time or both, would become
a default) under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a Lien on any of
the Comcast Shares pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which Comcast Stockholder is a party or by which Comcast Stockholder or the
Comcast Shares are bound or affected, except, in the case of clauses (ii) and
(iii), for any such conflicts, violations, breaches, defaults or other
occurrences that would not prevent or delay the performance by Comcast
Stockholder of its obligations under this Agreement.
(b) The execution and delivery of this Agreement by Comcast
Stockholder do not, and the performance of this Agreement by Comcast
Stockholder will not, require any consent, approval, authorization or permit
of, or filing with or notification to, any federal, state, local or foreign
regulatory body, except (i) filings with the SEC under the 1934 Act and (ii)
where the failure to obtain such consents, approvals, authorizations or
permits, or to make such filings or notifications, would not prevent or delay
the performance by Comcast Stockholder of its obligations under this Agreement.
SECTION 2.3. Title to the Comcast Shares. Comcast Stockholder
is the owner of the Comcast Shares, free and clear of all security interests,
liens, claims, pledges, options, rights of first refusal, agreements,
limitations on voting rights, charges and other encumbrances (collectively,
"Liens") of any nature whatsoever except that 500,000 shares of Comcast Class
B Common Stock have been pledged to a commercial lending institution to secure
a loan. Other than the Comcast Shares, Comcast Stockholder does not own,
either of record or beneficially, any other voting securities of Comcast.
Comcast Stockholder has not appointed or granted any proxy, which appointment
or grant is still effective, with respect to the Comcast Shares. Comcast
Stockholder has sole voting power with respect to the Comcast Shares and
Comcast Stockholder has the sole power to direct the voting of such shares.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx hereby represents and warrants to MediaOne as
follows:
SECTION 3.1. Authority Relative to this Agreement. Xxxxx X.
Xxxxxxx has all necessary power, authority and legal capacity to execute and
deliver this Agreement, to perform his obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Xxxxx X. Xxxxxxx and the consummation by Xxxxx X. Xxxxxxx of the
transactions contemplated hereby have been duly and validly authorized by
Xxxxx X. Xxxxxxx. This Agreement has been duly and validly executed and
delivered by Xxxxx X. Xxxxxxx and constitutes a legal, valid and binding
obligation of Xxxxx X. Xxxxxxx, enforceable against Xxxxx X. Xxxxxxx in
accordance with its terms.
SECTION 3.2. No Conflict. (a) The execution and delivery of
this Agreement by Xxxxx X. Xxxxxxx do not, and the performance of this
Agreement by Xxxxx X. Xxxxxxx will not, (i) conflict with or violate any law,
rule, regulation, order, judgment or decree applicable to Xxxxx X. Xxxxxxx or
by which Xxxxx X. Xxxxxxx'x shares in Comcast Stockholder are bound or
affected or (ii) result in any breach of or constitute a default (or an event
that, with notice or lapse of time or both, would become a default) under, or
give to others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of a Lien on any of the shares in
Comcast Stockholder pursuant to, any note, bond, mortgage, indenture,
contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which Xxxxx X. Xxxxxxx is a party or by which Xxxxx X. Xxxxxxx
or the shares in Comcast Stockholder are bound or affected, except, in the
case of clauses (i) and (ii), for any such conflicts, violations, breaches,
defaults or other occurrences that would not prevent or delay the performance
by Xxxxx X. Xxxxxxx of his obligations under this Agreement.
(b) The execution and delivery of this Agreement by Xxxxx X.
Xxxxxxx do not, and the performance of this Agreement by Xxxxx X. Xxxxxxx will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any federal, state, local or foreign regulatory body,
except (i) filings with the SEC under the 1934 Act and (ii) where the failure
to obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or delay the performance by Xxxxx
X. Xxxxxxx of his obligations under this Agreement.
SECTION 3.3. Title to the Comcast Shares. Xxxxx X. Xxxxxxx is
the owner, free and clear of all Liens, of the shares of the stock of Comcast
Stockholder entitled to cast a majority of the votes entitled to be cast by the
stockholders of Comcast Stockholder in the election of directors of Comcast
Stockholder.
ARTICLE 4
COVENANTS OF COMCAST STOCKHOLDER AND XXXXX X. XXXXXXX
SECTION 4.1. No Inconsistent Agreement. Comcast Stockholder
hereby covenants and agrees that it shall not enter into any voting agreement
or grant a proxy or power of attorney or take any other action with respect to
the Comcast Shares which is inconsistent with this Agreement.
SECTION 4.2. Transfer of Title. Comcast Stockholder hereby
covenants and agrees that, prior to the Effective Time, Comcast Stockholder
will not transfer ownership of any of its Comcast Shares except (i) for
transfers by Comcast Stockholder of Comcast Class A Common Stock in exchange
for an equal number of shares of Comcast Class B Common Stock and (ii) for
transfers after the Comcast Stockholders meeting to a transferee that agrees
in writing to be bound by the terms and conditions of this Agreement. Nothing
else contained in this Agreement shall be construed to prohibit any transfer
permitted by this Section 4.2.
SECTION 4.3. Post-Closing Dispositions. (a) Comcast
Stockholder hereby covenants and agrees that, after the Effective Time and
until the second anniversary of the Effective Time, Comcast Stockholder will
not transfer ownership of any of its Comcast Shares except (i) for transfers
by Comcast Stockholder of Comcast Class A Common Stock in exchange for an
equal number of shares of Comcast Class B Common Stock, (ii) for transfers in
connection with any transaction involving Comcast which transaction provides
an opportunity for stockholders of Comcast to dispose of all shares of Comcast
Class A Common Stock and Comcast Common Stock, (iii) for any transfers
occurring after the deaths of Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx or (iv)
for any transfers that do not result in Comcast Stockholder owning less than a
majority of the votes ordinarily entitled to be cast by the stockholders of
Comcast in the election of directors.
(b) Prior to the deaths of Xxxxx X. Xxxxxxx and Xxxxx X.
Xxxxxxx, Xxxxx X. Xxxxxxx hereby covenants and agrees that, after the date
hereof and until the second anniversary of the Effective Time, he will not
transfer ownership of any of his voting securities in Comcast Stockholder
except (i) for transfers to his spouse, parents, siblings, lineal descendants,
other close relatives and their respective spouses (Xxxxx X. Xxxxxxx and each
other such other individual, a "Permitted Individual"), or any trust which is
established solely for the benefit of Permitted Individuals, or any
partnership, corporation or other entity, all of the equity interests of which
are owned by Permitted Individuals (such Permitted Individuals, trusts,
partnerships, corporations and other entities, "Permitted Holders"); provided
that such transferee or transferees agrees to be bound by the provisions of
this Section 4.3(b), (ii) for transfers in connection with any transaction
which provides an opportunity for stockholders of Comcast to dispose of all
shares of Comcast Class A Common Stock and Comcast Common Stock, (iii) for any
transfers by operation of family laws or inheritance laws and (iv) for any
transfers that do not result in the Permitted Holders owning, directly or
indirectly, less than a majority of the votes entitled to be cast by the
stockholders of Comcast Stockholder in the election of directors of Comcast
Stockholder.
ARTICLE 5
MISCELLANEOUS
SECTION 5.1. Termination. This Agreement shall terminate on the
earlier to occur of (i) one day after the date of the second annual meeting of
shareholders of Comcast occurring after the Effective Time and (ii) the date
of the termination of the Merger Agreement.
SECTION 5.2. Specific Performance. The parties hereto agree
that irreparable damage would occur in the event any provision of this
Agreement was not performed in accordance with the terms hereof and that
MediaOne shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
SECTION 5.3. Enforcement. Any determination with respect to
Comcast Stockholder's compliance with this Agreement after the Effective Time,
including without limitation any determination as to the enforcement action or
actions to be taken by the Surviving Corporation in connection with such
determination, shall be made for the Surviving Corporation by the majority
vote of the members of the New Directors Committee.
SECTION 5.4. Entire Agreement. This Agreement constitutes the
entire agreement among the parties, and supersedes all prior written and oral
and all contemporaneous oral agreements and understandings, with respect to
the subject matter hereof.
SECTION 5.5. Amendment. This Agreement may not be amended
except by an instrument in writing signed by all the parties hereto.
SECTION 5.6. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule
of law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner to the end that the transactions contemplated hereby are
fulfilled to the extent possible.
SECTION 5.7. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of
Pennsylvania, regardless of the laws that might otherwise govern under
principles of conflicts of law applicable hereto.
SECTION 5.8. Descriptive Headings. The descriptive headings
herein are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.
SECTION 5.9. Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same agreement.
SECTION 5.10. Assignments. This Agreement shall not be
assigned by any party hereto.
SECTION 5.11. Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any
person other than the parties hereto any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement. Notwithstanding the
foregoing, Comcast shall be the intended beneficiary of the agreements and
covenants of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed as of the date first written above.
MEDIAONE GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: President, Chief Executive
Officer and Chairman
SURAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
