Exhibit 4.3
FORM OF SENIOR DEBT SECURITY
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR 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
COMCAST CABLE COMMUNICATIONS, INC.
o% Note due o
CUSIP No.: o
No. o $o
COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the "Company",
which term includes any successor corporation), for value received promises to
pay to o or registered assigns, the principal sum of o, on o.
Interest Payment Dates: o commencing on o
Interest Record Dates: o
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 Company has caused this Security to be signed
manually or by facsimile by its duly authorized officer.
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COMCAST CABLE COMMUNICATIONS, INC.
By:
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Name:
Title:
Attest:
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Name:
Title:
This is one of the o% Notes due o described in the within-mentioned Indenture.
Dated: o
THE BANK OF NEW YORK, as Trustee
By:
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Authorized Signatory
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(REVERSE OF SECURITY)
COMCAST CABLE COMMUNICATIONS, INC.
o% Note due o
1. Interest.
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COMCAST CABLE COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), 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 o. The Company will pay interest o on each Interest Payment
Date, commencing o. Interest will be computed on the basis of a 360- day year
of twelve 30-day months.
The Company 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.
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The Company 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 even if the Securities are cancelled on registration of transfer or
registration of exchange after such Interest Record Date. Holders must
surrender Securities to a Paying Agent to collect principal payments. The
Company 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 Com pany may pay principal and interest by
wire transfer of Federal funds (provided that the Paying Agent shall have
received wire instructions on or prior to the relevant Interest Record Date),
or interest by check payable in such U.S. Legal Tender. The Company may deliver
any such interest payment to the Paying Agent or to a Holder at the Holder's
registered address.
3. Paying Agent and Registrar.
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Initially, The Bank of New York (the "Trustee") will act as Paying Agent
and Registrar. The Company may change any Paying Agent or Registrar without
notice to the Holders. The Company or any of its Subsidiaries may, subject to
certain exceptions, act as Registrar.
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4. Indenture.
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The Company issued the Securities under an Indenture, dated as of May 1,
1997 (the "Indenture"), between the Company 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. ss.ss. 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 Company limited in aggregate principal amount to $o.
5. Denominations; Transfer; Exchange.
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The Securities are in registered form, without coupons, in
denominations of $o and integral multiples of $o. A Holder shall register the
transfer of or exchange Securities in accordance with the Indenture. The
Registrar 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 Registrar need not register the transfer of or exchange any
Securities or portions thereof selected for redemption, except the unredeemed
portion of any security being redeemed in part.
6. Persons Deemed Owners.
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The registered Holder of a Security shall be treated as the owner of it
for all purposes.
7. Unclaimed Funds.
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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 Company at
its written request. After that, all liability of the Trustee and such Paying
Agent with respect to such funds shall cease.
8 . Legal Defeasance and Covenant Defeasance.
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The Company may be discharged from its obligations under the Securities
and under the Indenture with respect to the Securities except for certain
provisions
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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.
9. Amendment; Supplement; Waiver.
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Subject to certain exceptions, the Securities and the provision 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 any provision 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
materially and adversely affect the rights of any Holder of a Security.
10. Restrictive Covenants.
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The Indenture contains certain covenants that, among other things, limit
the ability of the Company and the Restricted Subsidiaries to make restricted
payments, to incur liens securing indebtedness, or to enter sale and leaseback
transactions and of the Company to merge or sell all or substantially all of
its as sets. The limitations are subject to a number of important
qualifications and exceptions. The Company must annually report to the Trustee
on compliance with such limitations.
11. Defaults and Remedies.
---------------------
If an Event of Default (other than certain bankruptcy Events of Default
with respect to the Company) occurs and is continuing, the Trustee or the
Holders of at least 25% in aggregate principal amount of Securities then
outstanding may declare all 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 Company 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 or the Securities except as provided in the Indenture. The
Trustee is not obligated to enforce the Indenture or the Securities unless it
has received indemnity
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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 De faults or Events of Default if it determines that withholding
notice is in their interest.
12. Trustee Dealings with Company.
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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
Company, its Subsidiaries or their respective Affiliates as if it were not the
Trustee.
13. No Recourse Against Others.
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No stockholder, director, officer, employee or incorporator, as such, of
the Company or any of its Affiliates shall have any liability for any
obligation of the Company under the Securities 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.
14. Authentication.
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This Security shall not be valid until the Trustee or authenticating agent
signs the certificate of authentication on this Security.
15. Abbreviations and Defined Terms.
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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).
16. CUSIP Numbers.
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Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company 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.
17. Governing Law.
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The laws of the State of o shall govern the Indenture and this Security
thereof without regard to principles of conflicts of laws.
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ASSIGNMENT FORM
I or we assign and transfer this Security to
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(Print or type name, address and zip code of assignee or transferee)
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(Insert Social Security or other identifying number of assignee or transferee)
and irrevocably appoint
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agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
Dated:_____________________________________ Signed:
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(Signed exactly as name
appears on the other side of
this Security)
Signature Guarantee:
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Participant in a recognized Signature Guarantee Medallion
Program (or other signature guarantor program reasonably
acceptable to the Trustee)
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