SECOND SUPPLEMENTAL INDENTURE
Exhibit
4.1
SECOND
SUPPLEMENTAL INDENTURE dated as of August 31, 2009 (this “Supplemental Indenture”),
among Comcast Corporation, a Pennsylvania corporation (the “Company”), Comcast Cable
Holdings, LLC, a Delaware limited liability company, Comcast Cable
Communications, LLC (f/k/a Comcast Cable Communications, Inc.), a Delaware
limited liability company, Comcast MO Group, Inc., a Delaware corporation,
Comcast MO of Delaware, LLC (f/k/a Comcast MO of Delaware, Inc.), a Delaware
limited liability company (collectively the “Guarantors”), and The Bank of
New York Mellon (f/k/a The Bank of New York), as trustee (the “Trustee”).
WHEREAS,
the Company is the issuer under the Indenture, dated as of January 7, 2003, as
supplemented by a First Supplemental Indenture, dated as of March 25, 2003
(collectively, the “Original
Indenture” and together with this Supplemental Indenture, the “Indenture”), pursuant to which
the Company issued, and the Trustee authenticated and delivered certain
securities which are, as of the date hereof, outstanding (the “Outstanding Securities”) and
pursuant to which the Company may issue securities in the future (the “New Securities,” and together
with the Outstanding Securities, the “Securities”);
WHEREAS,
the Guarantors identified above along with Comcast Cable Communications
Holdings, Inc., a Delaware corporation (the “Non-Surviving Guarantor”),
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 and interest on, and all other
amounts payable under, each Security, and the full and punctual payment of all
other amounts payable by the Company under the Original Indenture;
WHEREAS,
as of the date hereof, the Non-Surviving Guarantor has merged with and into
Comcast Cable, with Comcast Cable as the surviving entity;
WHEREAS,
the Company and the Guarantors have requested that the Trustee execute and
deliver this Supplemental Indenture to reflect the merger of the Non-Surviving
Guarantor with and into Comcast Cable, and all requirements necessary to make
this Supplemental Indenture a valid instrument in accordance with its terms, and
the execution and delivery of this Supplemental Indenture have been duly
authorized in all respects;
WHEREAS,
pursuant to Section 7.01(g) of the Indenture, the Company and the Trustee, may,
without consent of the Holders, when so authorized by the Board of Directors of
the Company, enter into a supplement to the Indenture to make any change that
does not adversely affect the rights of any Holder;
NOW,
THEREFORE, the Company, the Guarantors and the Trustee do hereby supplement and
amend the Original Indenture pursuant to Section 7.01 without notice to or
consent of any Holder as follows:
ARTICLE
1
Definitions
Section
1.01 . Definitions. Capitalized
terms that are defined in the preamble or the recitals hereto shall have such
meanings throughout this Supplemental Indenture. Capitalized terms
used but not defined in this Supplemental Indenture have the meanings assigned
thereto in the
Original Indenture. The meanings assigned to all defined terms
used in this Supplemental Indenture shall be equally applicable to both the
singular and plural forms of such defined terms.
ARTICLE
2
Amendments
Section
2.01. Amendment. The
Original Indenture is hereby amended as follows:
“Cable Guarantor” means each of
Comcast Cable Holdings, LLC, Comcast Cable Communications, LLC, Comcast MO
Group, Inc. and Comcast MO of Delaware, LLC, in each case excluding such
entities’ Subsidiaries and unless and until such Cable Guarantor is released
from its Cable Guarantee pursuant to this Indenture.
ARTICLE
3
Miscellaneous
Section
3.01 . Date and Time of
Effectiveness. This Supplemental Indenture shall become a
legally effective and binding instrument at and as of the date
hereof.
Section
3.02 . Supplemental Indenture
Incorporated Into Indenture. The terms and conditions of this
Supplemental Indenture shall be deemed to be part of the Indenture for all
purposes relating to the Securities. The Original Indenture is hereby
incorporated by reference herein and the Original Indenture, as supplemented by
this Supplemental Indenture, is in all respects adopted, ratified and
confirmed.
Section
3.03 . Outstanding Securities
Deemed Conformed. As of the date hereof, the provisions of the
Outstanding Securities shall be deemed to be
2
conformed,
without the necessity for any reissuance or exchange of such Outstanding
Security or any other action on the party of the holders of Outstanding
Securities, the Company or the Trustee, so as to reflect this Supplemental
Indenture.
Section
3.04 . Separability. In
case any provision in this Supplemental Indenture, or in the Indenture, shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the
full extent permitted by law.
Section
3.05 . Benefits of
Supplemental Indenture. Nothing in this Supplemental
Indenture, expressed or implied, shall give or be construed to give to any
person, firm or corporation, other than the parties hereto and the holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Supplemental Indenture or the Indenture.
Section
3.06 . Successors. Subject
to Section 13.09 of the Original Indenture, all agreements of the Company, the
Guarantors and the Trustee in this Supplemental Indenture and in the Indenture
shall bind their respective successors.
Section
3.07 . New York Law to
Govern. This
Supplemental Indenture shall be deemed to be a contract under the laws of the
State of New York, and for all purposes shall be construed in accordance with
the laws of such State.
Section
3.08 . Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.
Section
3.09 . Effect Of
Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section
3.10 . Trustee. The
Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture. The recitals and statements herein are deemed to be
those of the Company and the Guarantors and not of the Trustee.
3
IN
WITNESS WHEREOF, each the parties have caused this Supplemental Indenture to be
duly executed, all as of the first date written above.
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COMCAST
CORPORATION
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx
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Title:
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Vice
President and
Treasurer |
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[CORPORATE
SEAL]
Attest:
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By:
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/s/
Xxxxxx X. Block
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COMCAST
CABLE COMMUNICATIONS, LLC
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx
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Title:
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Vice
President and
Treasurer |
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[CORPORATE
SEAL]
Attest:
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By:
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/s/
Xxxxxx X. Block
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COMCAST
MO GROUP, INC.
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx
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Title:
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Vice
President and Treasurer
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[CORPORATE
SEAL]
Attest:
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By:
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/s/
Xxxxxx X. Block
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COMCAST
CABLE HOLDINGS, LLC
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx
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Title:
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Vice
President and
Treasurer |
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[CORPORATE
SEAL]
Attest:
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By:
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/s/
Xxxxxx X. Block
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COMCAST
MO OF DELAWARE, LLC
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By:
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/s/
Xxxxxxx X. Xxxxxxxxx
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Name:
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Xxxxxxx
X. Xxxxxxxxx
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Title:
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Vice
President and
Treasurer |
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[CORPORATE
SEAL]
Attest:
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By:
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/s/
Xxxxxx X. Block
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THE
BANK OF NEW YORK MELLON, as Trustee
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By:
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/s/
Xxxx Xxxxxxx
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Name:
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Xxxx
Xxxxxxx
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Title:
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Vice
President
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