EXHIBIT 4.8
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY (AS
DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO THE DEBENTURES.
No. R-__ $_________
CUSIP No. 000000XX0
Liberty Media Corporation
4% Senior Exchangeable Debentures due 2029
Liberty Media Corporation, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the amount provided in Section 204 of the Second
Supplemental Indenture referred to herein (such amount being referred to herein
as the Maturity Repayment Amount) on November 15, 2029, and to pay interest on
the Original Principal Amount of this Debenture from November 16, 1999 or from
the most recent date to which interest has been paid or provided for,
semiannually on May 15 and November 15 in each year (each, an "Interest Payment
Date"), commencing May 15, 2000, at the rate of 4% per annum, until the Maturity
Repayment Amount is paid or made available for payment. Interest on this
Debenture shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. The interest so payable and paid or provided for on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 1 or November 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest which is payable, but is not paid or provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant Regular Record Date by virtue of having been such Holder, and
may be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Company, notice whereof shall be given to the Holders of Debentures not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture.
Payment of the Maturity Repayment Amount and the interest on this Debenture
will be made at the office or agency of the Company maintained for that purpose
in The Borough of Manhattan, The City of New York, in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts; provided, however, that, at the option of
the Company, interest may be paid by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register;
provided, further, that payment to DTC or any successor Depository may be made
by wire transfer to the account designated by DTC or such successor Depository
in writing.
This Security is a global Security issued on the date hereof which
represents $______ of the Original Principal Amount of the Company's 4% Senior
Debentures due 2029. This Debenture is one of a duly authorized issue of
securities of the Company (herein called the "Debentures") issued and to be
issued in one or more series under an Indenture dated as of July 7, 1999 (herein
called, together with the Second Supplemental Indenture referred to below and
all other indentures supplemental thereto, the "Indenture") between the Company
and The Bank of New York, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders of the Debentures, and of the terms
upon which the Debentures are, and are to be, authenticated and delivered. This
Debenture is one of the series designated on the face hereof, initially limited
(subject to exceptions provided in the Indenture) to the aggregate Original
Principal Amount specified in the Second Supplemental Indenture between the
Company and the Trustee, dated as of November 16, 1999, establishing the terms
of the Debentures pursuant to the Indenture (the "Second Supplemental
Indenture").
The Debentures are redeemable at the option of the Company, in whole or in
part at any time or from time to time on or after November 15, 2003, on the
terms set forth in Section 208(a) of the Second Supplemental Indenture. In
addition, the Debentures are redeemable at the option of the Company upon the
occurrence of a Tax Event or a Share event, each as defined in the Second
Supplemental Indenture, on the terms set forth in Sections 208(b) and (c),
respectively, of the Second Supplemental Indenture.
The debentures are exchangeable at the option of the Holders thereof, on
the terms set forth in Section 209 of the Second Supplemental Indenture.
If an Event of Default (as defined in the Indenture, including the
amendments thereto in the Second Supplemental Indenture) with respect to the
Debentures shall occur and be continuing, the principal of the Debentures may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series issued
under the Indenture at any time by the Company and the Trustee with the consent
of the Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of any series at the
time Outstanding, on behalf of the Holders of all
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Securities of such series, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Debenture
shall be conclusive and binding upon such Holder and upon all future Holders of
this Debenture and of any Debentures issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Debenture or such Debentures.
No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the Maturity Repayment Amount and interest on
this Debenture, at the times, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
As provided in the Indenture and subject to certain limitations set forth
therein and in this Debenture, the transfer of this Debenture may be registered
on the Security Register upon surrender of this Debenture for registration of
transfer at the office or agency of the Company maintained for the purpose in
any place where the Maturity Repayment Amount and interest on this Debenture are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and the Security Registrar duly executed by,
the Holder hereof or by his attorney duly authorized in writing, and thereupon
one or more new Debentures of this series and of like tenor, of authorized
denominations and for the same aggregate Original Principal Amount, will be
issued to the designated transferee or transferees.
The Debentures are issuable only in registered form without coupons in the
denominations specified in the Second Supplemental Indenture establishing the
terms of the Debentures, all as more fully provided in the Indenture. As
provided in the Indenture, and subject to certain limitations set forth in the
Indenture and in this Debenture, the Debentures are exchangeable for a like
aggregate Original Principal Amount of Debentures of this series in different
authorized denominations, as requested by the Holders surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith, other than in
certain cases provided in the Indenture.
Prior to due presentment of this Debenture for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Debenture is registered as the owner hereof for
all purposes, whether or not this Debenture be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
This Debenture shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Debenture which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee under the Indenture by the manual signature of one of its
authorized signatories, this
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Debenture shall not be entitled to any benefits under the Indenture or be valid
or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
LIBERTY MEDIA CORPORATION
Attest: By:
_____________________________ -------------------------
Name: Name:
Title: Title:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: November 16, 1999 THE BANK OF NEW YORK,
as Trustee
By:
_____________________________
Authorized Signatory
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CERTIFICATE OF TRANSFER
To transfer or assign this Debenture, fill in the form below:
I or we transfer and assign this Debenture to
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(Insert assignee's tax I.D. number)
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(Print or Type assignee's name, address and zip code)
and irrevocably appoint ________________ agent to transfer this Debenture on the
books of the Company. The agent may substitute another to act for him.
Date: Your signature:
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SCHEDULE A
SCHEDULE OF EXCHANGES
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The following exchanges of Debentures represented by this Security have been
made:
Original Principal Change in Original Original Principal
Amount of Security Principal Amount of Amount of this Notation made by or
as of Date exchange this Security due to Security following on behalf of the
November 16 , 1999 Made Exchange such exchange Company
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$_________
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Exhibit B
[Form of Notice of Exchange]
The Bank of New York
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: $750,000,000 4% Senior Exchangeable
Debentures due 2029 (the "Debentures")
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Gentlemen:
The undersigned Holder of Debentures hereby gives notice of its intention
to exchange $________________ aggregate Original Principal Amount of Debentures.
This notice, once delivered to the Exchange Agent, is irrevocable.
If Reference Shares or any other securities are to be delivered as part of
this exchange, they should be delivered to:
If cash is to be paid as part of this exchange, it should be sent to:
Any communications to the Holder in connection with this exchange should be
directed to:
Very truly yours,
[Name of Xxxxxx]
By: ____________________________
Name:
Title:
Date of Notice of Exchange:
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