EXHIBIT 4.4
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (00 XXXXX XXXXXX, XXX XXXX, XXX XXXX) TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. FX- $
CUSIP No.
TCI COMMUNICATIONS, INC.
MEDIUM-TERM NOTE, SERIES C
(FIXED RATE)
ORIGINAL ISSUE DATE INTEREST RATE: STATED MATURITY
DATE:
INTEREST PAYMENT INITIAL REDEMPTION INITIAL
DATES (If other than DATE: REDEMPTION
February 15 and PERCENTAGE:
August 15)
EXTENSION
PERIOD(S):
FINAL MATURITY
DATE:
ANNUAL REDEMPTION OPTIONAL REPAYMENT
PERCENTAGE REDUCTION: DATE(S): OTHER TERMS:
TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company", which term
includes any successor corporation permitted by the terms hereof), for value
received, hereby promises to pay to , or registered assigns, the principal
sum of DOLLARS on the Stated Maturity Date specified above (except to the
extent redeemed or repaid prior to the Stated Maturity Date and except to the
extent extended as provided herein), and to pay interest thereon at the
Interest Rate per annum specified above, from the Original Issue Date
specified above until the principal hereof is paid or duly made available for
payment. The Company shall pay interest semi-annually on the dates specified
above or, if none are specified, February 15 and August 15 (each an "Interest
Payment Date") in each year commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated Maturity
Date, or any Redemption Date, Purchase Date or Optional Repayment Date (in
each case as defined herein) on which this Note is redeemed, repurchased or
repaid prior to the Stated Maturity Date in whole or in part, (each such
Stated Maturity Date, Redemption Date, Purchase Date and Optional Repayment
Date being referred to hereinafter as a "Maturity Date" with respect to
principal, premium, if any, and interest payable on such date); provided,
however, unless otherwise specified herein, if the Original Issue Date
specified above is between a Regular Record Date (as defined below) and the
next succeeding Interest Payment Date or on an Interest Payment Date, interest
payments hereon will commence on the Interest Payment Date following the next
succeeding Regular Record Date, to the registered Holder of this Note on such
next succeeding Regular Record Date. Interest on this Note shall accrue from
the most recent Interest Payment Date in respect of which interest has been
paid or duly provided for or, if no interest has been
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paid, from and including the Original Issue Date specified above, until the
principal hereof has been paid or made available for payment in full. If a
Maturity Date or an Interest Payment Date falls on a day that is not a Business
Day (as defined below), the related payment of principal, premium, if any, or
interest payable with respect to such Maturity Date or Interest Payment Date
shall be paid on the next succeeding Business Day with the same force and
effect as if made on such Maturity Date or Interest Payment Date, as the case
may be, and no interest shall accrue on the amount so payable for the period
from and after such Maturity Date or Interest Payment Date, as the case may be.
The interest (except defaulted interest) so payable or duly provided for on any
Interest Payment Date shall be paid to the person in whose name this Note or
one or more predecessor Notes is registered at the close of business on the
Regular Record Date for such Interest Payment Date, which shall be the date
fifteen (15) calendar days (whether or not a Business Day) prior to the
applicable Interest Payment Date; provided, however, that interest payable on
any Maturity Date shall be payable to the person to whom the principal hereof
shall be payable. As used herein, "Business Day" means any day, other than a
Saturday or Sunday, that is not a day on which banking institutions are
authorized or required by law or regulation to be closed in The City of New
York, New York.
Payment of the principal of, premium, if any, and interest on this Note shall
be made in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts, to the
Holder hereof upon presentation of this Note at the office of the Paying Agent
which is currently the Corporate Trust Department of the Trustee (as defined
herein), 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at
such other office or agency of the Company in The City of New York, New York as
the Company shall designate by written notice to the Holder hereof; provided,
however, that payment of interest on any Interest Payment Date (but not on the
Maturity Date) without presentation of this Note (i) may be made by check
mailed to the address of the Holder hereof as of the close of business on the
immediately preceding Regular Record Date at such address as shall appear in
the security register or (ii) upon receipt by the Paying Agent of appropriate
instructions in writing from the Holder hereof (provided such Holder is the
holder of an aggregate principal amount of Notes, including this Note, in
excess of $10,000,000 having the same Interest Payment Dates), not less than
sixteen (16) calendar days prior to such Interest Payment Date, shall be made
by the wire transfer of immediately available funds to such account at a bank
in The City of New York, New York (or other bank consented to by the Company
and the Paying Agent) as the Holder hereof shall have designated in such
instructions so long as such bank has appropriate facilities therefor. Payment
of the principal of, premium, if any, and interest with respect to this Note
will be made on a Maturity Date, upon presentation and surrender of this Note
to the Paying Agent as provided above, (a) in immediately available funds,
provided that this Note is so presented and surrendered in time for the Paying
Agent to make such payment in immediately available funds in accordance with
its normal procedures, or (b) by the wire transfer of immediately available
funds to such account at a bank in The City of New York, New York (or other
bank consented to by the Company and the Paying Agent) as the Holder hereof
shall have designated, provided that such bank has appropriate facilities
therefor and that wire transfer instructions in writing have been received by
the Paying Agent not less than sixteen (16) calendar days prior to such
Maturity Date. If required by applicable law or instructed by the Company or
any governmental agency that taxes or other governmental charges should be
withheld, the Paying Agent shall withhold any such taxes or other governmental
charges on any payments made in connection with this Note.
This Note is one of a duly authorized issue of securities of the Company
issued and to be issued under an Indenture dated as of , 199 (the
"Indenture"), between the Company, as issuer, and The Bank of New York, as
trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture) which securities may be issued in one or more series
(therein called the "Securities"). The terms of the Notes (as defined below)
include those stated in the Indenture and those made part of the Indenture by
the Trust Indenture Act of 1939, as amended (the "Act"). Reference is hereby
made to the Indenture and all indentures supplemental thereto and the Act for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. All terms used and not defined in this Note which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture. This Note is one
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of the series of Securities designated Medium-Term Notes Due from Nine Months
or more from Date of Issue (Securities of such series being herein called the
"Notes"). The Notes are general unsecured obligations of the Company.
This Note shall not be subject to any sinking fund and, except as may be
provided in the next three paragraphs, shall not be redeemable or repayable
prior to its Stated Maturity Date. If an Event of Default with respect to the
Notes shall occur and be continuing, the principal amount of and accrued
interest on the Notes may be declared or may become due and payable in the
manner and with the effect provided in the Indenture.
If so provided above, this Note may be redeemed at the option of the Company
on any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to its Stated Maturity Date. On
and after the Initial Redemption Date, if any, this Note may be redeemed at
any time in whole or from time to time in part in denominations of $1,000
principal amount hereof of any integral multiple of $1,000 (provided that any
remaining principal amount hereof shall be at least $1,000) at the option of
the Company at the applicable Redemption Price (as defined below), together
with accrued and unpaid interest on the principal amount to be redeemed at the
applicable rate to but excluding the date of redemption (each such date, a
"Redemption Date"), on notice given by the Company or the Trustee to the
Holder hereof not more than 60 nor less than 30 days prior to the Redemption
Date. Whenever less than all the Notes at any time outstanding are to be
redeemed, the particular Notes to be so redeemed shall be selected by the
Company, provided that if less than all the Notes with identical terms at any
time outstanding are to be redeemed, the Notes to be so redeemed shall be
selected by the Trustee by lot or such other method as the Trustee considers
fair and appropriate. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof. The "Redemption Price" shall
initially be the Initial Redemption Percentage, if any, specified above, of
the principal amount of this Note to be redeemed and, if the Initial
Redemption Percentage is greater than 100%, shall decline at each anniversary
of the Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
If both (i) a Change of Control of the Company shall occur at any time after
the Original Issue Date and on or prior to the Stated Maturity Date (as the
same may be extended as described below) and (ii) on any date during the
period commencing 90 days before and ending 90 days after a public filing has
been made with the Securities and Exchange Commission (the "Commission") or
other general public disclosure has been made indicating the occurrence of
such Change of Control, the then current rating of the Notes by Xxxx & Xxxxxx
Credit Rating Co. or its successor ("D&P") or by Xxxxx'x Investors Service,
Inc. or its successor ("Xxxxx'x") is downgraded to lower than BBB-, in the
case of D&P (or an equivalent successor rating or, if the rating of the
Securities by D&P is lower than BBB- (or an equivalent rating) at the
beginning of such 180-day period, the rating in effect at the beginning of
such period), or lower than Baa3, in the case of Moody's (or an equivalent
successor rating or, if the rating of the Securities by Xxxxx'x is lower than
Baa3 (or an equivalent successor rating) at the beginning of such 180-day
period, the rating in effect at the beginning of such period) and, in the
event that such downgrading shall have occurred during the 90-day period prior
to such public disclosure, the rating assigned to the Notes by D&P or Moody's
(or an equivalent successor rating) as of the close of business on the date of
such public disclosure remains lower than BBB- or lower than Baa3 (or such
lower rating by D&P or Moody's in effect at the beginning of such 180-day
period, as the case may be), respectively (the occurrence of the conditions
specified in both (i) and (ii) above being a "Put Event"), then the Holder
hereof shall have the right, at such Holder's option and subject to the
conditions of Section 4.02 of the Indenture, to require the Company to
repurchase all or any portion of this Note at a purchase price equal to 100%
of the principal amount hereof, plus accrued and unpaid interest, if any, to
the Purchase Date, all as provided in, and subject to the terms of, the
Indenture. The Company will not be obligated, with respect to the Notes, to
purchase Notes or give notice to the Holders thereof with respect to more than
one Put Event.
This Note may be subject to repayment at the option of the Holder hereof on
each Optional Repayment Date, if any, indicated above. If no Optional
Repayment Date is set forth above, this Note may not be so repaid
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at the option of the Holder hereof prior to its Stated Maturity Date. On any
Optional Repayment Date this Note shall be repayable in whole or in part in
denominations of $1,000 principal amount hereof or any integral multiple of
$1,000 (provided that any remaining principal hereof shall be at least $1,000),
at the option of the Holder hereof at a repayment price equal to 100% of the
principal amount to be repaid, together with accrued and unpaid interest
thereon at the applicable rate to but excluding the date of repayment. For this
Note to be repaid in whole or in part at the option of the Holder hereof,
either (i) this Note must be surrendered, not more than 60 nor less than 30
days prior to an Optional Repayment Date (except as otherwise provided in the
following fourth succeeding paragraph), with the form entitled "Option to Elect
Repayment" below duly completed, at the office of the Paying Agent (currently
the Corporate Trust Department of the Trustee at 000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxx, Xxx Xxxx, Xxx Xxxx 10286), or at such other office or agency of the
Company in The City of New York, New York as the Company shall designate by
written notice to the Holder hereof or (ii) the Paying Agent must receive at
such office, within such period of time prior to an Optional Repayment Date, a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or trust company in the United States setting forth the name
of the Holder of this Note, the principal amount of this Note, the principal
amount of this Note to be repaid, the certificate number or a description of
the tenor and terms hereof, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note, with the form entitled
"Option to Elect Repayment" below duly completed, will be surrendered to the
Paying Agent not later than five business Days after the date of such telegram,
telex, facsimile transmission or letter and this Note, with such form duly
completed, are received by the Paying Agent by such fifth Business Day.
Exercise of such repayment option by the Holder hereof shall be irrevocable
except as otherwise provided in the following fourth succeeding paragraph. No
transfer or exchange of this Note (or, in the event that this Note is to be
repaid in part, the portion of this Note to be repaid) will be permitted after
exercise of a repayment option. All questions as to the validity, eligibility
(including time or receipt) and acceptance of this Note for repayment will be
determined by the Company, which determination will be fixed, binding and non-
appealable.
This Note may be subject to an extension of its Stated Maturity Date at the
option of the Company for one or more whole year periods, if any, indicated
above (each an "Extension Period") up to but not beyond the date (the "Final
Maturity Date"), if any, indicated above. If this Note is subject to an
extension of its Stated Maturity Date, the basis or formula, if any, for
setting the interest rate for such Extension Period will be as indicated above.
The Company may exercise such option with respect to this Note by notifying
the Trustee of such exercise not more than 60 nor less than 45 days prior to
the Stated Maturity Date in effect prior to the exercise of such option (the
"Original Stated Maturity Date"). No later than 40 days prior to the Original
Stated Maturity Date, the Trustee will mail to the Holder hereof a notice (the
"Extension Notice") relating to such Extension Period, first class, postage
prepaid, setting forth (i) the election of the Company to extend the Stated
Maturity Date, (ii) the new Stated Maturity Date, (iii) the interest rate
applicable to the Extension Period, and (iv) the provisions, if any, for
redemption at the option of the Company during the Extension Period, including
the date or dates on which or the period or periods during which and the price
or prices at which such redemption may occur during the Extension period. Upon
the mailing by the Trustee of an Extension Notice to the Holder hereof, the
Stated Maturity Date of this Note shall be extended automatically as set forth
in the Extension Notice, and except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms as prior to
the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity Date, the Company may, at its option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for
the Extension Period by mailing or causing the Trustee to mail notice of such
higher interest rate by first class mail, postage prepaid to the Holder hereof.
Such notice shall be irrevocable. All Notes with identical terms with respect
to which the Stated Maturity Date is extended will bear such higher interest
rate for the Extension Period.
4
If the Company elects to extend the Stated Maturity Date and if repayment at
the option of the Holder upon such extension is provided for above, the Holder
hereof will have the option to elect repayment of this Note by the Company on
the Original Stated Maturity Date at a price equal to the principal amount
hereof plus any accrued and unpaid interest to such date. In order for a Note
to be so repaid on the Original Stated Maturity Date, the Holder hereof must
follow the procedures set forth herein for optional repayment, except that the
period for deliver of this Note with the "Option to Elect Repayment" form to
the Trustee shall be at least 25 but not more than 35 days prior to the
Original Stated Maturity Date and except that a Holder who has tendered this
Note for repayment pursuant to an Extension Notice may, by written notice to
the Trustee, revoke any such tender for repayment until the close of business
on the tenth day prior to the Original Stated Maturity Date.
Interest payments on this Note shall include interest accrued from, and
including, the most recent date to which interest has been paid or duly
provided for (or from and including the Original Issue Date specified above, if
no interest has been paid, to, but excluding, the related Interest Payment Date
or Maturity Date, as the case may be. Interest shall be computed and paid on
the basis of a 360-day year of twelve 30-day months,
This Note, and any Note or Notes issued upon transfer or exchange hereof, may
be issued only in fully registered form, without coupons, in denominations of
$1,000 and any integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein set
forth (including without limitation the restrictions on transfer under Sections
2.02 and 2.08 of the Indenture in the event this Note is a global Security),
the transfer of this Note is registrable in the security register, upon
surrender of this Note for registration of transfer at the office of the
Registrar in The City of New York, New York designated for such purpose, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Registrar duly executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more
new registered Notes, of authorized denominations and of a like aggregate
principal amount and otherwise bearing identical terms and provisions, will be
issued in the name of the designated transferee or transferees.
Prior to due presentment of this Note 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 Note is registered as the owner hereof for all
purposes of this Note, whether or not this Note shall be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
As provided in the Indenture and subject to certain limitations therein set
forth (including without limitation the restrictions on exchange under Sections
2.02 and 2.08 of the Indenture in the event this Note is a global Security),
Notes are exchangeable for a like aggregate principal amount of Notes of a
different authorized denomination and otherwise bearing identical terms and
provisions, as requested by the Holder surrendering the same at the office of
the Registrar in The City of New York, New York designated for such purpose.
No service charge shall be made for any such registration of transfer or
exchange, but the Company or the Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Initially, the Trustee will act as Registrar and the office at which
Notes must be surrendered for registration of transfer or exchange is currently
the Corporate Trust Department of the Trustee, 000 Xxxxxxx Xxxxxx, Xxxxx 00
Xxxx, Xxx Xxxx, Xxx Xxxx 00000.
The Indenture permits, with certain exceptions as therein provided, the
Indenture (insofar as the Notes are concerned) or the Notes to be amended or
supplemented and the rights and obligations of the Company and the rights of
the Holders of Notes to be modified by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the outstanding
Notes, on behalf of all the holders of Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences, in each case insofar as the Notes
are concerned. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether
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or not notation of such consent or waiver is made upon this Note. Without the
consent of any Holder, the Company and the Trustee may amend or supplement the
Indenture or the Notes to cure any ambiguity, defect or inconsistency or to
make certain other specified changes or any change that does not materially
adversely affect the rights of any Holder. Holders of Notes may not enforce
their rights pursuant to the Indenture or the Notes, except as permitted in the
Indenture.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note at the times, place and rate, and in the manner and coin
or currency, herein prescribed.
When a successor corporation assumes all the obligations of its predecessor
under the Notes and the Indenture as provided in the Indenture, the predecessor
corporation will be released from those obligations.
A director, officer, employee, or stockholder, as such, of the Company or the
Trustee shall not have any liability for any obligations of the Company or the
Trustee under the Notes or the Indenture or for any claim based on, in respect
of, or by reason or such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issue of the Notes.
The Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed in such State.
Unless the certificate of authentication hereon has been executed by the
Trustee by the manual signature of one of its authorized officers, this Note
shall not be entitled to any benefit under the Indenture (as defined herein) or
be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile.
TCI Communications, Inc.
By: _________________________________
Attest:
_____________________________________
Secretary
Dated:
CERTIFICATE OF AUTHENTICATION:
This is one of the
Securities of the series
designated herein
referred to in the
within-mentioned
Indenture.
The Bank of New York
as Trustee
By: _________________________________
Authorized Signatory
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--..................... Custodian.....................
Under Uniform Gifts to Minors Act
.................................
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay this Note (or portion hereof specified below) pursuant to its terms at a
price equal to 100% of the principal amount of this Note (or of such specified
portion) together with interest on the amount to be repaid to the repayment
date, to the undersigned, at:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned.)
For this Note to be repaid in whole or in part, the Paying Agent must
receive at 000 Xxxxxxx Xxxxxx, Xxxxx 00 Xxxx, Xxx Xxxx, Xxx Xxxx 00000 (or at
such other place or places in The City of New York, New York of which the
Company shall from time to time notify the Holder of this Note), not more than
60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on
this Note, either (i) this Note with this "Option to Elect Repayment" form
duly completed or (ii) a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder of this Note, the Principal amount
of this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms hereof, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note, with this "Option to Elect Repayment" form duly completed, will be
surrendered to the Paying Agent not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and this Note,
with this form duly completed, are received by the Paying Agent by such fifth
Business Day.
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If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be denominations of $1,000 principal
amount) which the Holder elects to have repaid and specify the denomination or
denominations (which shall be $1,000 or an integral multiple of $1,000) of the
Notes to be issued to the Holder for the portion of this Note not being repaid
(in the absence of any such specification, one such Note will be issued for
the portion not being repaid).
$ _____________________________
Signature: ____________________
Date __________________________ NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatsoever.
8
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee and
insert Taxpayer Identification No.)
the attached Note and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Note on the books of the
issuer, with full power of substitution in the premises.
Dated: ________________________ Signature: ____________________
NOTICE: The signature of the
registered owner to this
assignment must correspond
with the name as written upon
face of the Note in every
particular, without alteration
or enlargement or any change
whatsoever.
Signature Guarantee: ___________________________
9
