Exhibit 4.19
[FORM OF NEW BROADBAND NOTES]
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.
AT&T BROADBAND CORP.
[ ]% NOTE DUE [ ]
No. [ ] CUSIP No.:[ ]
$[ ]
AT&T BROADBAND CORP., a Delaware corporation ("ISSUER", which term
includes any successor corporation), for value received promises to pay to CEDE
& CO. or registered assigns, the principal sum of [ ] on [ ].
Interest Payment Dates: [ ] and [ ] (each, an "INTEREST PAYMENT DATE"),
commencing on [ ].
Interest Record Dates: [ ] and [ ] (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.
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IN WITNESS WHEREOF, the Issuer has caused this Security to be signed
manually or by facsimile by its duly authorized officer.
AT&T BROADBAND CORP.
By:
---------------------------------
Name:
Title:
Attest:
By:
-----------------------------
Name:
Title:
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This is one of the series designated herein and referred to in the
within-mentioned Indenture.
Dated: [ ] THE BANK OF NEW YORK,
as Trustee
By: _____________________________
Authorized Signatory
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(REVERSE OF SECURITY)
AT&T BROADBAND CORP.
[ ] Note due [ ]
1. Interest.
AT&T BROADBAND CORP., a Delaware 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 [ ].
The Issuer will pay interest semi-annually in arrears on each Interest Payment
Date, commencing [ ]. 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.
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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
September [ ], 2002 (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.
The Securities are general obligations of the Issuer limited in aggregate
principal amount to $[ ]. To the extent the terms of the Indenture and this
Security are inconsistent, the terms of 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. [If Applicable] [Optional Redemption.
The Securities will be redeemable, in whole, at any time, or in part,
from time to time, at the option of the Issuer upon not less than 30 nor more
than 60 days' notice at the following prices (expressed as a percentage of the
principal amount), together with interest accrued to the date fixed for
redemption:
If redeemed during the 12-month period beginning [ ]:
Year Percentage
---- ----------
[ ]............................................................................... [ %]
[ ]............................................................................... [ %]
[ ]............................................................................... [ %]
[ ]............................................................................... [ %]
[ ]............................................................................... [ %]
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and thereafter at 100%.]
If less than all the Securities are to be redeemed at any time,
selection of Notes for redemption will be made by the Trustee in compliance with
the requirements of the principal national securities exchange, if any, on which
the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by
lot or by such method as the Trustee shall deem fair and appropriate.
Notices of redemption shall be mailed by first class mail at least 30
but not more than 60 days before the redemption date to each Holder of Notes to
be redeemed at its registered address. 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 Issuer 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.
7. 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 such
series is selected for redemption, nor need the Issuer register the transfer or
exchange of any security selected for redemption in whole or in part.
8. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it
for all purposes.
9. 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.
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10. 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.
11. 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.
12. 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.
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
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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.
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
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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.
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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)
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