EXHIBIT 4.2
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO THE COMPANY 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 IS 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.
COMCAST CORPORATION
6.50% Note Due 2015
No. CUSIP No.: 00000XXX0
$[ ]
COMCAST CORPORATION, a Pennsylvania corporation (the "Issuer", which term
includes any successor corporation), for value received promises to pay to CEDE
& CO. or registered assigns, the principal sum of [ ] on January 15, 2015.
Interest Payment Dates: January 15 and July 15 (each, an "Interest Payment
Date"), commencing on July 15, 2003.
Interest Record Dates: January 1 and July 1 (each, an "Interest Record
Date").
Reference is made to the further provisions of this Security contained
herein, which will for all purposes have the same effect as if set forth at
this place.
IN WITNESS WHEREOF, the Issuer has caused this Security to be signed
manually or by facsimile by its duly authorized officer under its corporate
seal.
COMCAST CORPORATION
By:
----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President Finance and
Assistant Treasurer
[Seal of Comcast Corporation]
Attest:
By:
-------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President,
General Counsel and
Secretary
2
This is one of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: January 10, 2003
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------
Authorized Signatory
3
(REVERSE OF SECURITY)
COMCAST CORPORATION
6.50% Note Due 2015
1. Interest.
COMCAST CORPORATION, a Pennsylvania corporation (the "Issuer"), promises
to pay interest on the principal amount of this Security at the rate per annum
shown above. Cash interest on the Securities will accrue from the most recent
date to which interest has been paid or, if no interest has been paid, from
January 10, 2003. The Issuer will pay interest semi-annually in arrears on each
Interest Payment Date, commencing July 15, 2003. Interest will be computed on
the basis of a 360-day year of twelve 30-day months.
The Issuer shall pay interest on overdue principal from time to time on
demand at the rate borne by the Securities and on overdue installments of
interest (without regard to any applicable grace periods) to the extent lawful.
2. Method of Payment.
The Issuer shall pay interest on the Securities (except defaulted
interest) to the persons who are the registered Holders at the close of
business on the Interest Record Date immediately preceding the Interest Payment
Date notwithstanding any transfer or exchange of such Security subsequent to
such Interest Record Date and prior to such Interest Payment Date. Holders must
surrender Securities to the Trustee to collect principal payments. The Issuer
shall pay Principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts ("U.S. Legal
Tender"). However, the payments of interest, and any portion of the Principal
(other than interest payable at maturity or on any redemption or repayment date
or the final payment of Principal) shall be made by the Paying Agent, upon
receipt from the Issuer of immediately available funds by 11:00 a.m., New York
City time (or such other time as may be agreed to between the Issuer and the
Paying Agent or the Issuer), directly to a Holder (by Federal funds wire
transfer or otherwise) if the Holder has delivered written instructions to the
Trustee 15 days prior to such payment date requesting that such payment will be
so made and designating the bank account to which such payments shall be so
made and in the case of payments of Principal surrenders the same to the
Trustee in exchange for a Security or Securities aggregating the same principal
amount as the unredeemed principal amount of the Securities surrendered.
4
3. Paying Agent.
Initially, The Bank of New York (the "Trustee") will act as Paying Agent.
The Issuer may change any Paying Agent without notice to the Holders.
4. Indenture.
The Issuer issued the Securities under an Indenture, dated as of January
7, 2003 (the "Indenture"), among the Issuer, the Cable Guarantors party thereto
and the Trustee. Capitalized terms herein are used as defined in the Indenture
unless otherwise defined herein. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) (the "TIA"),
as in effect on the date of the Indenture until such time as the Indenture is
qualified under the TIA, and thereafter as in effect on the date on which the
Indenture is qualified under the TIA. Notwithstanding anything to the contrary
herein, the Securities are subject to all such terms, and holders of Securities
are referred to the Indenture and the TIA for a statement of them. To the
extent the terms of the Indenture and this Security are inconsistent, the terms
of the Indenture shall govern.
5. Cable Guarantees.
Each Cable Guarantor has irrevocably, fully and unconditionally
guaranteed, jointly and severally, on an unsecured basis, the full and punctual
payment (whether at maturity, upon redemption or otherwise) of the Principal of
and interest on, and all other amounts payable under, the Securities, and the
full and punctual payment of all other amounts payable by the Issuer under the
Indenture, subject to certain terms and conditions set forth in the Indenture.
6. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations
of $1,000 and multiples of $1,000. A Holder shall register the transfer of or
exchange Securities in accordance with the Indenture. The Issuer may require a
Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need
not issue, authenticate, register the transfer of or exchange any Securities or
portions thereof for a period of fifteen (15) days before the mailing of a
notice of redemption, nor need the Issuer register the transfer or exchange of
any security selected for redemption in whole or in part.
5
7. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it
for all purposes.
8. Unclaimed Funds.
If funds for the payment of principal or interest remain unclaimed for two
years, the Trustee and the Paying Agent will repay the funds to the Issuer at
its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.
9. Legal Defeasance and Covenant Defeasance.
The Issuer and the Cable Guarantors may be discharged from their
respective obligations under the Securities and under the Indenture with
respect to the Securities except for certain provisions thereof, and may be
discharged from obligations to comply with certain covenants contained in the
Securities and in the Indenture with respect to the Securities, in each case
upon satisfaction of certain conditions specified in the Indenture.
10. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the provisions of the
Indenture relating to the Securities may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount of the Securities then outstanding, and any existing Default or Event of
Default or compliance with certain provisions may be waived with the consent of
the Holders of a majority in aggregate principal amount of the Securities then
outstanding. Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture and the Securities to, among other
things, cure any ambiguity, defect or inconsistency, provide for uncertificated
Securities in addition to or in place of certificated Securities or comply with
any requirements of the Commission in connection with the qualification of the
Indenture under the Trust Indenture Act, or make any other change that does not
adversely affect the rights of any Holder of a Security.
11. Restrictive Covenants.
The Indenture contains certain covenants that, among other things, limit
the ability of the Issuer and the Cable Guarantors to incur liens securing
indebtedness, or to enter sale and leaseback transactions and of the Issuer to
merge or sell all or substantially all of its assets. The limitations are
subject to a number of important qualifications and exceptions. The Issuer must
annually report to the Trustee on compliance with such limitations.
6
12. Redemption.
The Issuer will have the right at its option to redeem any of the
Securities in whole or in part, at any time or from time to time prior to their
maturity, on at least 30 days, but not more than 60 days, prior notice mailed
to the registered address of each holder of the applicable series of
Securities, at a redemption price equal to the greater of (i) 100% of the
principal amount of such notes and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon (exclusive of
interest accrued to the date of redemption) discounted to the redemption date
on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at, in each case, the Treasury Rate plus 40 basis points plus accrued
interest thereon to the date of redemption.
"Treasury Rate" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity or interpolated (on
a day count basis) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security or
securities selected by an Independent Investment Banker as having an actual or
interpolated maturity comparable to the remaining term of the Securities to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of a comparable maturity to the remaining term of such notes.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Issuer.
"Comparable Treasury Price" means, with respect to any redemption date,
(i) the average of the Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest such Reference Treasury Dealer
Quotation or (ii) if the trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Reference Treasury Dealer" means each of X.X. Xxxxxx Securities Inc.,
Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated and Xxxxxx Xxxxxxx & Co.
Incorporated or their affiliates which are primary United States government
securities dealers, and their respective successors; provided, however, that if
any of the foregoing shall cease to be a primary United States government
securities dealer in The City of New York (a "Primary Treasury Dealer"), the
Issuer will substitute therefor another Primary Treasury Dealer.
7
"Reference Treasury Dealer Quotation" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in case as a percentage of its principal amount) quoted in writing
to the trustee by such Reference Treasury Dealer at 3:30 pm New York time on
the third business day preceding such redemption date.
On and after the redemption date, interest will cease to accrue on the
Securities or any portion of the Securities called for redemption (unless the
Company defaults in the payment of the redemption price and accrued interest).
On or before the redemption date, the Issuer will deposit with the Trustee
money sufficient to pay the redemption price of and (unless the redemption date
shall be an interest payment date) accrued interest to the redemption date on
the Securities to be redeemed on such date. If less than all of the Securities
of any series are to be redeemed, the Securities to be redeemed shall be
selected by the Trustee by such method as the Trustee shall deem fair and
appropriate.
13. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Issuer or any of the Cable Guarantors) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Securities then outstanding may declare all of the Securities to be
due and payable immediately in the manner and with the effect provided in the
Indenture. If a bankruptcy Event of Default with respect to the Issuer or any
of the Cable Guarantors occurs and is continuing, all the Securities shall be
immediately due and payable immediately in the manner and with the effect
provided in the Indenture without any notice or other action on the part of the
Trustee or any Holder. Holders of Securities may not enforce the Indenture, the
Securities or the Cable Guarantees except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture, the Securities or the Cable
Guarantees unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount of the Securities then outstanding to direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Securities notice of certain continuing Defaults or Events of
Default if it determines that withholding notice is in their interest.
14. Trustee Dealings with Issuer.
The Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of Securities and may otherwise deal with the
Issuer as if it were not the Trustee.
8
15. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator, as such, of
the Issuer, any Cable Guarantor or any successor Person thereof shall have any
liability for any obligation under the Securities, the Cable Guarantees or the
Indenture or for any claim based on, in respect of or by reason of, such
obligations or their creation. Each Holder of a Security by accepting a
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of the Securities.
16. Authentication.
This Security shall not be valid until the Trustee manually signs the
certificate of authentication on this Security. 17. Abbreviations and Defined
Terms.
Customary abbreviations may be used in the name of a Holder of a Security
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
18. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused CUSIP numbers to be
printed on the Securities as a convenience to the Holders of the Securities. No
representation is made as to the accuracy of such numbers as printed on the
Securities and reliance may be placed only on the other identification numbers
printed hereon.
19. Governing Law.
The laws of the State of New York shall govern the Indenture and this
Security thereof.
9
ASSIGNMENT FORM
I or we assign and transfer this Security to
-------------------------------------------------------------------------------
(Print or type name, address and zip code of assignee or transferee)
-------------------------------------------------------------------------------
(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint_____________________________________________ agent to
transfer this Security on the books of the Issuer. The agent may substitute
another to act for him.
Dated: _________________________ Signed: __________________________________
(Signed exactly as name appears
on the other side of this Security)
Signature Guarantee: _______________________________________________
Participant in a recognized Signature Guarantee
Medallion Program (or other signature guarantor
program reasonably acceptable to the Trustee)
10
