<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES ACT OF 1934
Cox Communications, Inc.
------------------------
(Exact name of Registration as specified in charter)
Delaware 58-2112251
-------- ----------
(State of incorporation or origination) (IRS Employer Identification No.)
1400 Lake Hearn Drive, Atlanta, Georgia 30319
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the
Act:
<TABLE>
<S> <C>
Title of each class to be so registered Name of each exchange on which each class is to be registered
Exchangeable Subordinated Debentures due 2029 New York Stock Exchange
- --------------------------------------------- -----------------------------------------------------------------
</TABLE>
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d),check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-82575 (if applicable).
- ---------
Securities to be registered pursuant to Section 12(g) of the Act:
None.
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The class of securities to be registered hereby is
Exchangeable Subordinated Debentures due 2029 (the "PRIZES") of Cox
Communications, Inc., a Delaware corporation.
For a description of the PRIZES, reference is made to the
description included under the caption "Description of PRIZES" in the
prospectus supplement and under "Description of Debt Securities" in the
accompanying prospectus included in the Rule 424(b) filing made by Cox
under the registration statement on Form S-3 (file no. 333-82575).
ITEM 2. EXHIBITS
4.1 Indenture of Cox Communications, Inc. relating to the
PRIZES (incorporated herein by reference as an
exhibit to the registration statement on Form S-1,
file no. 33-99116).
4.2 Form of PRIZES.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
COX COMMUNICATIONS, INC.
Date: November 23, 1999 By: /s/ Dallas S. Clement
-------------------------------
Dallas S. Clement
Vice President and Treasurer
<PAGE> 1
Exhibit 4.2
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A
NOMINEE OF THE DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART
FOR THE INDIVIDUAL DEBT SECURITIES REPRESENTED HEREBY, THIS GLOBAL 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 DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY (THE "DEPOSITARY" OR "DTC") (55 WATER STREET, NEW YORK,
NEW YORK) 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
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
NO. 1 CUSIP NO. 224044 503
[Face of PRIZES]
COX COMMUNICATIONS, INC.
2,000,000 PRIZES (SM)
EXCHANGEABLE SUBORDINATED DEBENTURE DUE 2029
(EXCHANGEABLE FOR CASH BASED ON VALUE OF SPRINT CORPORATION PCS
COMMON STOCK - SERIES 1)
Cox Communications, Inc., a Delaware corporation (hereinafter called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the Maturity Amount in any coin or currency of the
United States of America, which at the time of payment is legal tender for
public and private debts, upon presentation and surrender of this PRIZES, on the
15th of November, 2029 (the "Maturity Date"), and to pay interest ("Basic
Interest") (computed on the basis of a 360-day year of twelve 30-day months) on
the Original Principal Amount from the date of original issuance or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for at the rate of 7.75% per annum on the Original
Principal Amount, through the November 15, 2002 Interest Payment Date, and
thereafter 2.00% per year on the Original Principal Amount (as applicable, the
"Basic
<PAGE> 2
Interest Rate"), in each case plus any applicable Variable Interest,
quarterly in arrears (Basic Interest and Variable Interest, collectively,
"Quarterly Interest"), on (but not including) February 15, May 15, August 15,
and November 15 of each year (each, an "Interest Payment Date" and,
collectively, the "Interest Payment Dates" and each quarterly period ending on
such Interest Payment Date, an "Interest Payment Period"), commencing February
15, 2000, until payment of the Maturity Amount or if redeemed earlier, the
Redemption Amount or until earlier exchanged upon exercise of the Exchange Right
by the Holder hereof. The Basic Interest payable on February 15, 2000 shall be
.4425 per PRIZES.
Payment of Basic Interest may be deferred, at the election of the
Company as specified on the reverse hereof. Quarterly Interest payable on any
Interest Payment Date shall (subject to exceptions provided in the Indenture
referred to on the reverse hereof) be paid to the person in whose name this
PRIZES or the PRIZES in exchange or substitution for which this PRIZES shall
have been issued, shall have been registered at the close of business on
February 1, May 1, August 1 or November 1 (each a "Regular Record Date"), as the
case may be, immediately preceding such Interest Payment Date whether or not a
Business Day. Changes in the Contingent Principal Amount shall not affect the
amount of Quarterly Interest. Additional Interest, if any, shall be distributed
as specified on the reverse hereof. As of the date of original issuance hereof,
one Reference Share is attributable to each PRIZES represented hereby, subject
to adjustment as provided on the reverse hereof.
Capitalized terms used on the face hereof without definition have the
meaning specified on the reverse hereof.
THE PROVISIONS OF THIS PRIZES ARE CONTINUED ON THE REVERSE HEREOF AND
SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.
This PRIZES shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof or any indenture supplemental thereto, or
become valid or obligatory for any purpose until the Trustee under said
Indenture, or a successor trustee thereunder, shall have signed the form of
certificate of authentication appearing hereon.
- ----------------------------
(SM) Service Mark of Merrill Lynch & Co., Inc.
<PAGE> 3
* * *
IN WITNESS WHEREOF, COX COMMUNICATIONS, INC. has caused this instrument
to be duly executed under its corporate seal.
Dated: November , 1999
COX COMMUNICATIONS, INC.
By:
--------------------------------
Name:
Title:
--------------------------------
Name:
Title:
<PAGE> 4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated pursuant to the
within-mentioned Indenture.
Dated:
The Bank of New York,
as Trustee
By:
---------------------------------
As Authorized Signatory
<PAGE> 5
[Reverse of PRIZES]
COX COMMUNICATIONS, INC.
EXCHANGEABLE SUBORDINATED DEBENTURE DUE 2029
(EXCHANGEABLE FOR CASH BASED ON THE VALUE OF SPRINT CORPORATION PCS
COMMON STOCK - SERIES 1)
This PRIZES is one of a duly authorized issue of unsecured,
subordinated debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities") of the Company of the series hereinafter specified,
which PRIZES are limited in aggregate number to 12,500,000 (or 14,375,000 if
additional PRIZES are issued in connection with the exercise by the
Underwriters' (as such term is defined in the Underwriting Agreement dated as of
November 22, 1999 among the Company and the Underwriters named therein) of their
overallotment-option in full) PRIZES and an aggregate Original Principal Amount
of $1,106,250,000 (or $1,272,187,500 if the Underwriters' overallotment-option
is exercised in full), all such Securities issued or to be issued under the
Indenture dated as of June 27, 1995 (as may be further supplemented from time to
time, the "Indenture"), between the Company and The Bank of New York, as trustee
(herein called the "Trustee", which term includes any successor Trustee under
the Indenture), pursuant to which the Company has designated The Bank of New
York as Trustee for the PRIZES. 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) as in effect on the date
of the Indenture (the "Act"). Terms defined in the Indenture and not defined
herein have the meaning ascribed thereto in the Indenture. The Securities are
subject to all such terms, and Holders are referred to the Indenture and the Act
for a statement of those terms. As provided in the Indenture, the Securities may
be issued in one or more series, which different series may be issued in various
aggregate principal amounts, may be denominated in currencies other than U.S.
Dollars (including composite currencies), may mature at different times, may
bear interest, if any, at different rates, may be subject to different
redemption provisions, if any, may be subject to different sinking fund or other
purchase provisions, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
PRIZES is one of a series of the Securities designated as Exchangeable
Subordinated Debentures Due 2029.
The PRIZES are to the extent provided herein and in the Indenture,
subordinate and subject in right and payment to the prior payment in full of all
Senior Indebtedness, and each Holder of this PRIZES by accepting the same,
agrees to and shall be bound by the provisions hereof and of Article XII of the
Indenture.
For purposes of the PRIZES, "Senior Indebtedness" means the principal
of, premium, if any, and interest on, and any other payment due pursuant to, any
of the following, whether outstanding on the date hereof or incurred by the
Company in the future:
R-1
<PAGE> 6
a) all of the Company's indebtedness for money borrowed,
including any indebtedness secured by a mortgage or other lien
which is (1) given to secure all or part of the purchase price
of property subject to the mortgage or lien, whether given to
the vendor of that property or to another lender, or (2)
existing on property at the time the Company acquires it;
b) all of the Company's indebtedness evidenced by notes,
debentures, bonds or other securities sold by the Company for
money;
c) all of the Company's lease obligations which are capitalized
on the Company's books in accordance with generally accepted
accounting principles;
d) all indebtedness of others of the kinds described in (a) and
(b) above and all lease obligations of others of the kind
described in (c) above that the Company, in any manner,
assumes or guarantees or that the Company in effect guarantees
through an agreement to purchase, whether such agreement is
contingent or otherwise; and
e) all renewals, extensions or refundings of indebtedness of the
kinds described in (a), (b) or (d) above and all renewals or
extensions of leases of the kinds described in (c) or (d)
above;
unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing it or the assumption
or guarantee relating to it expressly provides that such indebtedness, lease,
renewal, extension or refunding is not superior in right of payment to the
PRIZES. The Company's senior Debt Securities issued under the Indenture shall
constitute Senior Indebtedness for purposes of the PRIZES.
Senior Indebtedness does not include:
- any indebtedness of the Company or of any Restricted
Subsidiary to the Company or another Restricted
Subsidiary;
- any guarantee by the Company or any Restricted
Subsidiary of indebtedness of the Company or another
Restricted Subsidiary;
- any accounts payable or other liability to trade
creditors arising in the ordinary course of business
(including guarantees thereof or instruments
evidencing such liabilities); and
- letters of credit, performance bonds and similar
obligations issued in favor of governmental or
franchising authorities as a term of a cable
television franchise or other governmental franchise,
license, permit or authorization held by the Company
or any of its Subsidiaries.
R-2
<PAGE> 7
The Maturity Amount, the Redemption Amount, Additional Interest,
Variable Interest and Basic Interest on the PRIZES shall be payable at the
office or agency the Company maintains for such purpose within The City and
State of New York or, at the Company's option, any such payments of cash may be
made by check mailed to the Holders of the PRIZES at their respective addresses
set forth in the register of Holders of PRIZES. Until otherwise designated by
the Company, the Company's office or agency in New York shall be the office of
the Trustee maintained for such purpose. The PRIZES shall be issued in
denominations of one PRIZES and integral multiples thereof.
1. Reference Shares
The maximum number of Reference Shares (the "Maximum Number of
Reference Shares") attributable to each PRIZES shall be, initially, one share,
and the minimum number of Reference Shares (the "Minimum Number of Reference
Shares" and, together with the Maximum Number of Reference Shares, the "Maximum
and Minimum Numbers of Reference Shares") shall be .8621 shares. On November 15,
2002 or, in the case of redemption of the PRIZES on a date which is between
November 6, 2002 and November 15, 2002 (not including November 6 or November
15), on such Redemption Date, both of such numbers will be redetermined based on
the sum of (i) the average of the Closing Prices (the "Average Price") of the
Reference Shares attributable to each PRIZES on the 20 Trading Days preceding
the fifth Business Day preceding November 15, 2002, or such Redemption Date
between November 6 and November 15, 2002 (not including November 6 or November
15), and (ii) the aggregate amount of payments of Variable Interest and
Additional Interest made on or prior to such date on the PRIZES. The Maximum and
Minimum Numbers of Reference Shares attributable to each PRIZES on and after
November 15, 2002, or on such Redemption Date between November 6 and November
15, 2002 (not including November 6 and November 15) shall be (a) one Reference
Share, if such sum is less than or equal to $ 88.50, (b) .8621 Reference Shares,
if such sum is greater than or equal to $ 102.66, or (c) such number of
Reference Shares equal to $ 88.50 divided by such sum, if such sum is between $
88.50 and $ 102.66. Following such redetermination, the Maximum and Minimum
Numbers of Reference Shares shall be identical. The Maximum and Minimum Numbers
of Reference Shares, including such numbers as redetermined, are subject to
dilution adjustments as described herein. The redetermination of the Maximum and
Minimum Numbers of Reference Shares shall be made based on such numbers in
effect immediately prior to the redetermination. References herein to the
Maximum Number of Reference Shares or Minimum Numbers of Reference Shares at a
particular time shall be to those numbers in effect at such time.
2. Interest
The Company shall pay Quarterly Interest to the Holder of this PRIZES
in such amounts and at such times as specified on the face of this PRIZES. At
least five (5) Business Days prior to each Interest Payment Date the Company
shall deliver an Officers' Certificate to the Trustee setting forth: (i) the
amount of Basic Interest per PRIZES for such quarterly period and the applicable
Variable Interest, and (ii) the total Quarterly Interest due for such quarterly
period on all PRIZES outstanding. "Variable Interest" means, in respect of any
quarterly interest
R-3
<PAGE> 8
period, an amount per PRIZES equal to the full amount of any regular cash
dividends paid during such period on the Maximum Number of Reference Shares
attributable to each PRIZES.
The Company shall also distribute to the Holder of each PRIZES, an
amount ("Additional Interest") equal to any property, including cash (other than
an amount representing Variable Interest or publicly traded equity securities,
which securities shall themselves become Reference Shares), distributed on or
with respect to the Maximum Number of Reference Shares attributable to each
PRIZES. If any Additional Interest consists of publicly traded securities (other
than equity securities), such securities shall be distributed to the Holder of
each PRIZES, provided however, that no fractional units of such securities shall
be distributed, and the Company shall distribute cash representing the then fair
market value of such fractional units of such securities as determined in good
faith by the Board of Directors. If any Additional Interest is not publicly
traded securities, cash representing the then fair market value of such property
(as determined in good faith by the Board of Directors) shall be distributed to
the Holder of each PRIZES.
Additional Interest shall be distributed to the Holder of each PRIZES
on the twentieth (20th) Business Day (the "Additional Interest Distribution
Date") after the Reference Shares Distribution Date. "Reference Shares
Distribution Date" means the date on which any property, including cash, (other
than an amount representing Variable Interest) distributed on or with respect to
the Reference Shares shall be distributed to the holders of Reference Shares.
The record date for any distribution of Additional Interest shall be the tenth
(10th) Business Day after the Reference Shares Distribution Date.
At least five (5) Business Days prior to any Additional Interest
Distribution Date, the Company shall deliver an Officers' Certificate to the
Trustee setting forth: (i) the amount of Additional Interest to be distributed
per PRIZES; and (ii) the total amount of Additional Interest to be distributed
for all outstanding PRIZES on such Additional Interest Distribution Date. If any
Additional Interest consists of any property that is not publicly traded, then
at least five (5) Business Days prior to such Reference Shares Distribution
Date, the Company shall deliver to the Trustee: (i) a certified copy of a Board
Resolution establishing the fair market value of such property; and (ii) an
Officers' Certificate setting forth (A) the total amount of cash relating to the
fair market value of such property to be distributed per PRIZES, and (B) the
total amount of cash relating to the fair market value of such property to be
distributed for all outstanding PRIZES. In each case described above, the
Company shall state in such Officers' Certificate whether it shall distribute
such Additional Interest in property or cash. The Trustee shall only be
responsible for distributing Additional Interest in the form of cash or global
book-entry securities which are DTC eligible. The Company shall be responsible
for acting as its own paying agent to make all other distributions of Additional
Interest. The Company shall prepare a press release relating to any such
distribution of Additional Interest to be provided to DTC for dissemination
through the DTC broadcast facility.
If Basic Interest, Variable Interest or Additional Interest is payable
on a date that is not a Business Day, payment shall be made on the next Business
Day (and without any interest or other payment in respect of such delay). A
"Business Day" means any day that is not a
R-4
<PAGE> 9
Saturday, a Sunday or a legal holiday or a day on which banking institutions or
trust companies in The City of New York are authorized or obligated by law to
close.
The Company shall pay interest at a rate equal to the Basic Interest
Rate per annum then in effect on (i) any overdue Maturity Amount; (ii) any
overdue installments of Quarterly Interest; and (iii) any overdue payments of
Additional Interest based on the fair market value of such Additional Interest,
in each case, without regard to any applicable grace period. Notwithstanding any
other provision herein, no interest shall accrue or be payable in accordance
with the immediately preceding sentence on any Deferred Basic Interest.
3. Deferral of Interest Payments
If no Event of Default has occurred and is continuing under the PRIZES,
the Company may, on one or more occasions, defer payments of Basic Interest
("Deferred Basic Interest") for up to twenty (20) consecutive quarterly periods.
Any deferral of Basic Interest may not extend beyond the Maturity Date, and the
Company may not defer distributions of Additional Interest or Variable Interest.
If the Company defers Basic Interest, the Contingent Principal Amount
shall increase during each quarter by the amount of such Deferred Basic Interest
(plus accrued interest thereon at the Basic Interest Rate then in effect, even
if other than the Basic Interest Rate in effect when such Basic Interest
accrued, compounded quarterly ("Accrued Interest") ) and the Early Exchange
Ratio shall be 100% of the Maximum Number of Reference Shares for the quarter
following such deferral. Once the Company has paid all Deferred Basic Interest
(plus Accrued Interest), together with the Basic Interest for the then current
quarterly period, the Contingent Principal Amount shall decrease by the amount
of the payment of such Deferred Basic Interest (plus Accrued Interest), the
Early Exchange Ratio will change to 100% of the Minimum Number of Reference
Shares and the Company may again defer Basic Interest as described above. The
Company may only pay Deferred Basic Interest (plus Accrued Interest) on an
Interest Payment Date.
If the Company elects to defer Basic Interest for any quarterly period,
the Company shall provide the Trustee with notice of such election (a "Deferral
Notice") and shall prepare a press release relating to such deferral to be
provided to DTC for dissemination through the DTC broadcast facility. The
Deferral Notice with respect to any quarterly period shall be given to the
Trustee not later than one (1) Business Day before the earlier of: (i) the
Regular Record Date for the payment of Basic Interest for such quarterly period;
or (ii) the date that the Company is required to give notice to the New York
Stock Exchange (the "NYSE") (or any other applicable self-regulatory
organization) or to the Holders of the PRIZES as of such Regular Record Date or
the applicable Interest Payment Date.
The Deferral Notice shall be in the form of an Officers' Certificate to
the Trustee setting forth: (i) the period with respect to which the Company is
electing to defer Basic Interest; (ii) the amount of increase of Contingent
Principal Amount per PRIZES; (iii) the total amount of increase of the
Contingent Principal Amount for all outstanding PRIZES; (iv) a statement that
R-5
<PAGE> 10
the Early Exchange Ratio will change to 100% of the Maximum Number of Reference
Shares, or will continue at such rate, prospectively from such date for the
following quarter; and (v) that no Event of Default has occurred and is
continuing under the PRIZES. The Company shall deliver a Deferral Notice for
each deferral of Basic Interest.
If and when the Company pays all of the Deferred Basic Interest and
Accrued Interest, the Company shall deliver to the Trustee an Officers'
Certificate setting forth: (i) the calculation of Deferred Basic Interest and
Accrued Interest owed per PRIZES; (ii) the total amount of Deferred Basic
Interest and Accrued Interest owed on all outstanding PRIZES; (iii) a statement
that the Early Exchange Ratio will change to 100% of the Minimum Number of
Reference Shares prospectively from such date for the following quarter; (iv)
the amount of decrease of the Contingent Principal Amount per PRIZES; and (v)
the total amount of decrease of the Contingent Principal Amount for all
outstanding PRIZES.
4. Principal Amount
The "Original Principal Amount" per PRIZES is equal to $88.50. The
minimum amount payable upon redemption or maturity of each PRIZES (the
"Contingent Principal Amount") shall be initially equal to the Original
Principal Amount. The Contingent Principal Amount for each PRIZES will be
increased during each quarter, based on the Contingent Principal Amount at the
beginning of the Interest Payment Period, by an amount equal to interest accrued
on such beginning Contingent Principal Amount at the Basic Interest Rate on the
PRIZES then in effect, and, on the dates the following amounts are paid to
holders of the PRIZES, will be reduced by: (a) each Basic Interest Payment made
on the PRIZES, (b) any Variable Interest paid on the PRIZES, and (c) any
Additional Interest paid on the PRIZES. In no event will the Contingent
Principal Amount be less than zero. Notwithstanding the foregoing, in the event
that the Company redeems the PRIZES on a date which is between November 6 and
November 15, 2002 (not including November 6 or November 15), the Contingent
Principal Amount will not be increased by an amount equal to the interest
accrued on the beginning Contingent Principal Amount for the Interest Payment
Period beginning on August 15, 2002.
For purposes of the Indenture, the "principal" of a PRIZES on any day
and for any purpose means the amount that is payable with respect to such PRIZES
as of such date and for such purpose (including without limitation, upon any
redemption at the option of the Company, upon any exchange at the option of the
Holder of such PRIZES and upon the acceleration of the maturity of such PRIZES).
For purposes of the Indenture, "Interest" on a PRIZES for any purpose includes
Basic Interests, Variable Interest, Additional Interest and any Final Period
Distribution.
At maturity, the Holder of each PRIZES shall be entitled to receive the
Maturity Amount. The "Maturity Amount" per PRIZES means the higher of: (i) the
Contingent Principal Amount of the PRIZES at maturity or (ii) the sum of (1) the
Current Market Value of the Maximum Number of Reference Shares on the Maturity
Date attributable to each PRIZES and (2) any Deferred Basic Interest (including
any Accrued Interest), plus, in the case of either (i) or (ii), the Final Period
Distribution.
R-6
<PAGE> 11
"Final Period Distribution" per PRIZES means, in respect of (i) the
Maturity Date, a distribution determined in accordance with clauses (2), (3) and
(4) below and (ii) the Redemption Date, a distribution determined in accordance
with clauses (1), (2), (3) and (4) below. If the Redemption Date is in
connection with a Rollover Offering, the distribution determined in accordance
with clause (4) shall be a distribution equal to all dividends and distributions
on or in respect of the Maximum Number of Reference Shares which a holder of the
Maximum Number of Reference Shares on the Pricing Date would be entitled to
receive.
(1) Unless (i) the Redemption Date of the PRIZES is also an
Interest Payment Date or (ii) Basic Interest has been deferred
for the then current quarterly period, an amount equal to the
Basic Interest Rate accrued on the Original Principal Amount
from the most recent Interest Payment Date to the Redemption
Date, or to the date of the next Interest Payment Date in the
case of a redemption of the PRIZES on a date which is between
November 6 and November 15, 2002 (not including November 6 or
November 15), plus
(2) a distribution equal to the sum of all dividends and
distributions on or in respect of the Maximum Number of
Reference Shares and for which the ex-date for the dividend or
distribution falls during the period from the date of original
issuance of the PRIZES to the most recent Interest Payment
Date and which have not been distributed to holders of
Reference Shares prior to the most recent Interest Payment
Date, plus
(3) a distribution equal to the sum of all dividends and
distributions declared by the applicable Reference Company on
or in respect of the Maximum Number of Reference Shares which
a holder of Reference Shares on the latest ex-date for a
dividend or distribution occurring during the period from the
most recent Interest Payment Date to the date immediately
preceding the first Trading Day of the Averaging Period is
entitled to receive, plus
(4) a distribution equal to the sum of, for each successive day in
the Averaging Period that is anticipated on the first day of
the Averaging Period to be a Trading Day, the amounts
determined in accordance with the following formula:
E x (1 - 0.05n)
where:
E = all dividends and distributions on or in
respect of the Reference Shares which a
holder of the Maximum Number of Reference
Shares on the applicable day would be
entitled to receive, provided that the
ex-date for the dividend or distribution
date that occurs on a day that is not a
scheduled Trading Day shall be deemed to
have occurred on the immediately preceding
scheduled Trading Day; and
R-7
<PAGE> 12
n = the number of scheduled Trading Days that
have elapsed in the Averaging Period with
the first Trading Day of the Averaging
Period being counted as zero.
The Holder of each PRIZES is only entitled to receive distributions
determined in accordance with clauses (2), (3) or (4) to the extent actually
distributed by the applicable Reference Company. Distributions related to cash
amounts paid by the applicable Reference Company on Reference Shares as
described in clauses (2), (3) or (4) before the Redemption Date or the Maturity
Date, as the case may be, shall be paid on the Redemption Date or the Maturity
Date, as the case may be. Distributions related to all other property
distributed, or the cash value of such property, shall be distributed within
twenty (20) Business Days after the Reference Shares Distribution Date.
Upon maturity, the Company shall deliver to the Trustee an Officers'
Certificate (i) informing the Trustee of the applicable Maturity Amount per
PRIZES and in the aggregate for all outstanding PRIZES and the Company's
calculation thereof and (ii) directing the Trustee to adjust the Trustee's
records and to request DTC to adjust DTC's records.
Notwithstanding any other provision hereof, if the Contingent Principal
Amount is reduced to zero or if all of the Reference Shares cease to be
outstanding, the PRIZES shall continue to remain outstanding until the Maturity
Date unless the Company shall elect to earlier redeem the PRIZES, and each
Holder of PRIZES will receive the Contingent Principal Amount, if any, on the
Redemption Date or the Maturity Date, as applicable.
5. Paying Agent and Registrar
Initially, The Bank of New York, a New York banking corporation, will
act as Paying Agent and Registrar. The Company may appoint and change any Paying
Agent, Registrar or co-registrar without notice. The Company may act as Paying
Agent, Registrar or co-registrar.
6. Exchange Option
The Holder of each PRIZES shall have a right, at any time and from time
to time, to exchange (an "Exchange Right") each PRIZES for an amount of cash
equal to a percentage of the then Exchange Market Value of the Reference Shares
(the "Early Exchange Ratio") attributable to each PRIZES. The Early Exchange
Ratio at any time shall be equal to: (i) 100% of the then Exchange Market Value
of the Minimum Number of Reference Shares attributable to each PRIZES or (ii)
during a deferral of Basic Interest or, if the Company so elects, during the
pendency of any tender or exchange offer for any of the Reference Shares, 100%
of the then Exchange Market Value of the Maximum Number of Reference Shares
attributable to each PRIZES. The Company shall pay the Holder of each PRIZES the
amount due upon exchange as soon as reasonably practicable after such Holder
delivers notice (an "Exchange Notice") to the Trustee, but in no event earlier
than three Trading Days after the date of such Exchange Notice or later than
fifteen (15) Trading Days after the date of such Exchange Notice.
R-8
<PAGE> 13
"Exchange Market Value" means the Closing Price on the Trading Day
following the date a Holder of PRIZES delivers an Exchange Notice to the Trustee
(an "Exchange Date"); provided, however, if Exchange Notices relating to more
than 500,000 PRIZES have been delivered on any Exchange Date, then the Exchange
Market Value shall be the average Closing Price on the five (5) Trading Days
following such Exchange Date. If Exchange Notices relating to more than 500,000
PRIZES are delivered on any Exchange Date, the Trustee shall notify the Company
of such fact by 6:00 p.m. New York City time on the Exchange Date, and the
Company shall give notice of such fact by issuing a press release prior to 9:00
a.m. New York City time on the next Trading Day, to be provided to DTC for
dissemination through the DTC broadcast facility and by providing such notice to
the Trustee.
If the PRIZES are held through DTC, the Holder of each PRIZES may
exercise such Holder's Exchange Right through the relevant direct participant in
DTC through the DTC ATOP system by delivering an agent's message and delivering
the PRIZES of such Holder to the Trustee's DTC participant account. If the
PRIZES are held in certificated form, the Holder may exercise such Exchange
Right as follows: the Holder shall (i) complete and manually sign an Exchange
Notice in the form available from the Trustee and deliver such Exchange Notice
to the Trustee at the office maintained by the Trustee for such purpose, (ii)
surrender such PRIZES to the Trustee, (iii) if required, furnish appropriate
endorsement and transfer documents, and (iv) if required, pay all transfer or
similar taxes.
By 12:00 noon New York City time on each Business Day following receipt
by the Trustee of notification from DTC that DTC has received an agent's message
from a DTC participant electing to exercise such participant's Exchange Right
and delivery of such PRIZES into the Trustee's DTC participant account or
following receipt of a complete manually signed Exchange Notice and receipt of
the related PRIZES from the Holder, the Trustee shall notify the Company of the
amount of such PRIZES so tendered. The Company shall deliver an Officers'
Certificate to the Trustee no later than one (1) Business Day after the Trading
Day following the Exchange Date; provided however, if Exchange Notices relating
to more than 500,000 PRIZES have been delivered on any Exchange Date, the
Company shall deliver such Officers' Certificate no later than one (1) Business
Day after the fifth (5th) Trading Day following such Exchange Date. Such
Officers' Certificate shall set forth the amount to be paid to such tendering
Holder and the date of payment of such amount (the "Exchange Payment Date"). The
Company shall deposit such amount with the Trustee on the Exchange Payment Date,
and upon receipt of such payment from the Company, the Trustee shall pay DTC, as
soon as practicable or in the case of PRIZES that are held in certificated form,
as directed by the tendering Holder.
The date on which all of the foregoing requirements have been satisfied
shall be the Redemption Date with respect to the PRIZES delivered for exchange.
R-9
<PAGE> 14
7. Redemption
The Company may redeem, at any date (the "Redemption Date"), the PRIZES
in whole but not in part (a "Redemption") at a redemption price per PRIZES (the
"Redemption Amount") equal to the sum of: (i) the higher of (A) the Contingent
Principal Amount per PRIZES or (B) the sum of (1) the then Current Market Value
of the Maximum Number of Reference Shares on the Redemption Date (and, in the
case of a Redemption Date between November 6, 2002 or November 15, 2002) (not
including November 6 and November 15) on such Redemption Date) attributable to
each PRIZES and (2) any Deferred Basic Interest (plus Accrued Interest) per
PRIZES; plus, in the case of either (A) or (B), the Final Period Distribution;
and (ii) an amount equal to $ 20.3095 per PRIZES if the Company redeems the
PRIZES prior to the first quarterly Interest Payment Date on February 15, 2000;
and such amount as further successively reduced by $ 1.7147 if the Company
redeems the PRIZES prior to each following quarterly Interest Payment Date
through the twelfth quarterly Interest Payment Date on November 15, 2002; except
that no such amount referred to in clause (ii) shall be payable in the event the
PRIZES are redeemed between November 6, 2002 and November 15, 2002 (not
including November 6 or November 15). In addition, if the Distribution Date for
any distribution of Additional Interest falls after the Redemption Date, the
Company shall make such distribution on the Distribution Date.
The "Current Market Value" (other than in the case of a Rollover
Offering, as defined below) is defined in respect of: (i) the Maturity Date, as
the average Closing Price per Reference Share on the twenty (20) Trading Days
(the "Averaging Period") immediately prior to (but not including) the fifth
(5th) Business Day preceding the Maturity Date; and (ii) the Redemption Date, as
the average Closing Price per Reference Share during the Averaging Period
immediately prior to (but not including) the fifth (5th) Business Day preceding
the Redemption Date; provided, however, that for purposes of determining the
payment required upon Redemption in connection with a Rollover Offering,
"Current Market Value" means the Closing Price per Reference Share on the
Trading Day immediately preceding the date that the Rollover Offering is priced
(the "Pricing Date") or, if the Rollover Offering is priced after 4:00 p.m. New
York City time, on the Pricing Date, the Closing Price per Reference Share on
the Pricing Date, except that if there is not a Trading Day immediately
preceding the Pricing Date or (where pricing occurs after 4:00 p.m., New York
City time, on the Pricing Date) if the Pricing Date is not a Trading Day,
"Current Market Value" means the market value per Reference Share as of the
Redemption Date as determined by a nationally recognized independent investment
banking firm retained by the Company.
A "Rollover Offering" means a refinancing of the PRIZES by way of
either (i) a sale of the Reference Shares or (ii) a sale of securities that are
priced by reference to the Reference Shares, in either case, by means of a
completed public offering or offerings by the Company and which is expected to
yield net proceeds which are sufficient to pay the Redemption Amount for all of
the PRIZES. The Trustee will notify the Holders of the PRIZES if the Company
elects to redeem the PRIZES in connection with a Rollover Offering not less than
thirty (30) nor more than sixty (60) Business Days prior to the Redemption Date.
The Company will also issue a press release prior to 4:00 p.m., New York City
time, on the Business
R-10
<PAGE> 15
Day immediately prior to the day on which the Closing Price of the Reference
Shares is to be measured for the purpose of determining the Current Market Value
in connection with a Rollover Offering. Such notice shall state that the Company
is firmly committed to price the Rollover Offering, shall specify the date on
which the Rollover Offering is to be priced (including whether the Rollover
Offering shall be priced during trading on the Pricing Date or after the close
of trading on the Pricing Date) and consequently, whether the Closing Price for
the Reference Shares by which the Current Market Value shall be measured shall
be the Closing Price on the Trading Day immediately preceding the Pricing Date
or the Closing Price on the Pricing Date. The Company shall provide such press
release to DTC for dissemination through the DTC broadcast facility.
The "Closing Price" of any security on any date of determination means
the closing sale price (or, if no closing sale price is reported, the last
reported sale price) of such security (regular way) on the NYSE on such date or,
if such security is not listed for trading on the NYSE on that date, as reported
in the composite transactions for the principal United States securities
exchange on which such security is so listed, or if such security is not so
listed on a United States national or regional securities exchange, as reported
by the Nasdaq National Market, or if such security is not so reported, the last
quoted bid price for such security in the over-the-counter market as reported by
the National Quotation Bureau or similar organization. In the event that no such
quotation is available for any day, the Board of Directors shall be entitled to
determine the Closing Price on the basis of such quotations as it in good faith
considers appropriate. To the extent that trading of Reference Shares normal way
continues past 4:00 p.m., New York City time, "Closing Price" shall be deemed to
refer to the price at the time that is then customary for determining the
trading day's index levels for stocks traded on the primary national securities
exchange or automated quotation system on which the reference shares are then
traded or quoted. All references to 4:00 p.m., New York City time, in the
definition of "Current Market Value" shall thereafter be deemed to refer to the
then customary determination time.
A "Trading Day" is defined as a day on which the security, the Closing
Price of which is being determined, (i) is not suspended from trading on any
national or regional securities exchange or association or over-the-counter
market at the close of business and (ii) has traded at least once on the
national or regional securities exchange or association or over-the-counter
market that is the primary market for the trading of such security.
In case of any Redemption (other than a Redemption in connection with a
Rollover Offering), the Company shall give thirty (30) Business Days' notice to
the Trustee and to the Holders of the PRIZES of such Redemption and the
Redemption Date, such notice to include the issuance of a press release by the
Company, which press release shall also be provided by the Company to DTC for
dissemination through the DTC broadcast facility. On the fifth Business Day
preceding the Redemption Date (or as soon as practicable thereafter), the
Company shall provide to the Trustee an Officers' Certificate and prepare a
press release to be provided to DTC for dissemination through the DTC broadcast
facility. Such Officers' Certificate and press release shall set forth on a per
PRIZES and an aggregate basis, (i) the Redemption Amount, (ii) the Contingent
Principal Amount as of the Redemption Date, (iii) the
R-11
<PAGE> 16
Current Market Value of the Reference Shares, and (iv) the Deferred Basic
Interest in respect of such Redemption. The Company shall irrevocably deposit
with the Trustee sufficient funds to pay the Redemption Amount on the Redemption
Date. Distributions to be paid on or before the Redemption Date shall be payable
to the Holders on the related dates of distribution, except to the extent such
distributions are payable as part of the Final Period Distribution.
Once notice of Redemption is given and funds are irrevocably deposited,
interest on the PRIZES shall cease to accrue on and after the Redemption Date
and all rights of the Holders shall cease, except for the right of such Holders
to receive the Redemption Amount (but without interest on such Redemption
Amount).
If the Redemption Date is not a Business Day, then the Redemption
Amount shall be payable on the next Business Day (and without any interest or
other payment in respect of any such delay).
If the Company improperly holds or refuses to pay any Redemption
Amount, interest on the PRIZES shall continue to accrue at a rate equal to the
Basic Interest Rate then in effect, even if such rate is lower than the rate in
effect when the amount owed originally accrued, from the original Redemption
Date (the "Original Redemption Date") to the actual date of payment (the "Actual
Redemption Date"). In such case, the Actual Redemption Date shall be considered
the Redemption Date for purposes of calculating the Redemption Amount. The Final
Period Distribution shall be deemed paid on the Original Redemption Date to the
extent paid as set forth in the definition of Final Period Distribution above.
8. Reference Share Adjustments
For purposes hereof, "Reference Company" means Sprint Corporation, a
Kansas corporation ("Sprint"), and any other issuer of a Reference Share. A
"Reference Share" means, collectively (i) initially, one share of Sprint's PCS
Common Stock-Series 1, par value $1.00 per share (the "Sprint PCS Stock"); (ii)
and, after the date hereof, each share or fraction of a share of publicly traded
equity securities received by a holder of one Reference Share in respect of such
Reference Share and, to the extent that the Reference Share remains outstanding
after any of the following events but without duplication, including the
Reference Share, in each case directly or as the result of successive
applications of this paragraph upon any of the following events: (A) the
distribution on or in respect of a Reference Share in Reference Shares; (B) the
combination of Reference Shares into a smaller number of shares or other units;
(C) the subdivision of outstanding shares or other units of Reference Shares;
(D) the conversion or reclassification of Reference Shares by issuance or
exchange of other securities; (E) any consolidation or merger of a Reference
Company, or any surviving entity or subsequent surviving entity of a Reference
Company (a "Reference Company Successor"), with or into another entity (other
than a merger or consolidation in which the Reference Company is the continuing
corporation and in which the Reference Company common stock outstanding
immediately prior to the merger or consolidation is not exchanged for cash,
securities or other property of the Reference Company or another corporation);
(F) any statutory exchange of securities of the Reference Company or any
Reference Company Successor with another corporation (other than in connection
with a merger
R-12
<PAGE> 17
or acquisition and other than a statutory exchange of securities
in which the Reference Company is the continuing corporation and in which the
Reference Company common stock outstanding immediately prior to the statutory
exchange is not exchanged for cash, securities or other property of the
Reference Company or another corporation); or (G) any liquidation, dissolution
or winding up of the Reference Company or any Reference Company Successor; and
(iii) any Reference Share Offer Adjustment.
For purposes of the foregoing:
- a conversion or redemption by Sprint of all shares of Sprint
PCS stock pursuant to Article Sixth, Section 7.1 of its
Articles of Incorporation shall be deemed a consolidation or
merger, with the Sprint PCS Group deemed to be the Reference
Company, with Sprint deemed to be the Reference Company
Successor if Sprint FON stock or any other common stock of
Sprint is issued in exchange for the Sprint PCS Stock or with
the relevant acquiror of the Sprint PCS Group assets deemed to
be the Reference Company Successor if common stock other than
Sprint FON stock is issued in exchange for the Sprint PCS
Stock.
- a redemption by Sprint pursuant to Article Sixth, Section 7.2
of its Articles of Incorporation of all of the outstanding
shares of Sprint PCS Stock in exchange for common stock of one
or more wholly-owned subsidiaries that collectively hold all
of the assets and liabilities attributed to its PCS Group
shall be deemed an exchange of shares of Sprint PCS Stock for
shares of common stock of the relevant subsidiary or
subsidiaries.
A "Reference Share Offer" means any tender offer or exchange offer made
for all or a portion of a class or series of Reference Shares of a Reference
Company. A "Reference Share Offer" shall include a conversion or redemption by
Sprint of less than all shares of Sprint PCS Stock pursuant to Article Sixth,
Section 7.1 of its Articles of Incorporation. If a Reference Share Offer is
made, the Company shall, at its option, either: (i) during the pendency of the
Reference Share Offer, change the Early Exchange Ratio to 100% of the Maximum
Number of Reference Shares; or (ii) make a Reference Share Offer Adjustment.
A "Reference Share Offer Adjustment" means, including as part of a
Reference Share, each share of publicly traded equity securities, if any, deemed
to be distributed on or in respect of a Reference Share as Average Transaction
Consideration less the Reference Share Proportionate Reduction.
"Average Transaction Consideration" deemed to be received by a holder
of one Reference Share in a Reference Share Offer shall be equal to (i) the
aggregate consideration actually paid or distributed to all holders of Reference
Shares that participated in the Reference Share Offer, divided by (ii) the total
number of Reference Shares outstanding immediately prior to the expiration of
the Reference Share Offer and entitled to participate in such Reference Share
Offer.
R-13
<PAGE> 18
A "Reference Share Proportionate Reduction" means a proportionate
reduction in the number of Reference Shares which are the subject of the
applicable Reference Share Offer and attributable to one PRIZES calculated in
accordance with the following formula:
R = X
-
N
where:
R = the fraction by which the number of
Reference Shares of the class of Reference
Shares subject to the Reference Share Offer
and attributable to one PRIZES shall be
reduced.
X = the aggregate number of Reference Shares
of the class or series of Reference Shares
subject to the Reference Share Offer
accepted in the Reference Share Offer.
N = the aggregate number of Reference Shares
of the class of series of Reference Shares
subject to the Reference Share Offer
outstanding immediately prior to the
expiration of the Reference Share Offer.
If the Company elects to make a Reference Share Offer Adjustment, the
Company will distribute as Additional Interest the Average Transaction
Consideration (other than Average Transaction Consideration that is publicly
traded equity securities which will themselves become Reference Shares) deemed
to be received on the Reference Shares of the class or series subject to the
Reference Share Offer and attributable to each PRIZES immediately prior to
giving effect to the Reference Share Proportionate Reduction relating to such
Reference Share Offer.
If the Company elects to make a Reference Share Offer Adjustment, and
during the pendency of the Reference Share Offer another Reference Share Offer
is commenced in relation to the Reference Shares that are the subject of the
then existing Reference Share Offer, the Company shall change such original
election by electing to change the Early Exchange Ratio to 100% of the Maximum
Number of Reference Shares during the pendency of the new Reference Share Offer,
or it can continue to elect to make a Reference Share Offer Adjustment. The
Company shall similarly be entitled to change such election for each further
Reference Share Offer made during the pendency of any Reference Share Offer for
the same class of Reference Shares. For the purposes of these adjustments, a
material change to the terms of an existing Reference Share Offer will be deemed
to be a new Reference Share Offer.
If the Company elects to change the Early Exchange Ratio to 100% of the
Maximum Number of Reference Shares in connection with a Reference Share Offer,
no Reference Share Offer Adjustment shall be made and the Company may not change
such election if any further Reference Share Offer is made.
The Company shall give the Trustee notice of the Company's election in
the event of a Reference Share Offer. The Company shall also prepare a press
release and provide such press release to DTC for dissemination through the DTC
broadcast facility. The Company shall
R-14
<PAGE> 19
give such notice no later than ten (10) Business Days before the scheduled
expiration of the Reference Share Offer.
9. Sinking Fund
There is no provision for a sinking fund for any of the PRIZES.
10. Acceleration of PRIZES
If an Event of Default with respect to the PRIZES shall occur and be
continuing, the Maturity Amount of all PRIZES then outstanding may be declared,
or may become, due and payable upon the conditions and in the manner and with
the effect provided in the Indenture.
11. Amount Payable Upon Bankruptcy
Upon dissolution, winding-up, liquidation or reorganization, whether
voluntary or involuntary or in bankruptcy, insolvency, receivership or other
similar proceedings in respect of the Company, Holders of the PRIZES may be
entitled to a claim against the Company with respect to each PRIZES in an amount
equal to the higher of: (i) the Contingent Principal Amount or (ii) the sum of
(1) the then Current Market Value (without giving effect to the provisions
relating to any Rollover Offering) of the Maximum Number of Reference Shares
attributable to each PRIZES and (2) any unpaid Deferred Basic Interest
(including any Accrued Interest) plus, in the case of either (i) or (ii), the
Final Period Distribution determined as if the date of such event were the
Maturity Date of the PRIZES.
12. Calculations in Respect of the PRIZES
The Company shall be responsible for making all calculations required
under the PRIZES including, without limitation, the determination of: (i) the
Contingent Principal Amount; (ii) the Current Market Value of the Reference
Shares; (iii) the Exchange Market Value of the Reference Shares; (iv) the Final
Period Distribution on the PRIZES; (v) the fair market value of any property
distributed on the Reference Shares; (vi) the reduced or redetermined Maximum
and Minimum Numbers of Reference Shares; (vii) the Average Transaction
Consideration; (viii) the composition of one Reference Share (ix) the Redemption
Amount, (x) the Maturity Amount, (xi) Basic Interest, (xii) Variable Interest,
(xiii) Additional Interest; and (xiv) the amount of Accrued Interest payable
upon Redemption or at Maturity of the PRIZES.
The Company shall make all such calculations in good faith
and, absent manifest error, such calculations shall be final and binding on
Holders of the PRIZES. The Company shall provide a schedule of such calculations
to the Trustee and the Trustee shall be entitled to rely upon the accuracy of
such calculations without independent verification.
R-15
<PAGE> 20
13. Amendment; Waiver
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture may be amended with respect to the PRIZES with the consent of the
Holders of at least a majority in Original Principal Amount outstanding of the
PRIZES and (ii) any default or noncompliance with any provisions applicable to
the PRIZES may be waived with the consent of the Holders of a majority in
principal amount outstanding of the PRIZES. Subject to certain exceptions set
forth in the Indenture, without the consent of any Holder, the Company and the
Trustee may amend the Indenture or the PRIZES to cure any ambiguity, omission,
defect or inconsistency, or to provide for the assumption by a successor entity
of the obligations of the Company under the Indenture, or to provide for
uncertificated PRIZES in addition to or in place of certificated PRIZES, or to
add guarantees with respect to the PRIZES or to secure the PRIZES, or to add
additional covenants or surrender any right or power conferred on the Company,
to convey, transfer, assign, mortgage or pledge any property to or with the
Trustee, or to make such other provisions in regard to matters or questions
under the Indenture as shall not adversely affect the interests of any Holders
of Debt Securities, to make any change that does not adversely affect the rights
of any Holder of Debt Securities, to provide for a successor or separate trustee
with respect to the debt securities of one or more series, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Act, or
to make any change that does not adversely affect the rights of any Holder.
Notwithstanding any other provision of this PRIZES or the Indenture, no
supplemental Indenture, without the consent of the Holders of each PRIZES shall
(x) reduce the amount payable in respect of a PRIZES on exercise of an Exchange
Right or change the method of calculating such amount, (y) change the time
during which the Exchange Right can be exercised, or (z) amend this sentence of
this paragraph 13 of the PRIZES.
14. Discharge and Defeasance
The Indenture contains provisions for defeasance of : (i) the entire
indebtedness of the PRIZES; and (ii) certain covenants and Events of Default
with respect to the PRIZES, in each case upon compliance with certain conditions
set forth therein, which provisions shall not apply to the PRIZES.
15. Transfer; Exchange
A Holder may transfer or exchange PRIZES in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements or transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not register
the transfer of or exchange any PRIZES for a period of 15 days before an
Interest Payment Date.
16. Persons Deemed Owners
The registered Holder of this PRIZES may be treated as the owner of it
for all purposes.
R-16
<PAGE> 21
17. Unclaimed Money
If money for the payment of principal or interest remains unclaimed for
two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After
any such payment, Holders entitled to the money must look only to the Company
and not to the Trustee for payment.
18. Defaults and Remedies
Under the Indenture, Events of Default with respect to the PRIZES
include (i) default for 30 days in payment of interest on the PRIZES; (ii)
default in payment of principal of or premium on the PRIZES at Stated Maturity,
upon acceleration or otherwise; (iii) failure by the Company to comply with
other agreements in the PRIZES and in the Indenture that are applicable to the
PRIZES, in certain cases subject to notice and lapse of time; (iv) certain
accelerations (including failure to pay within any grace period after final
maturity) of other Indebtedness of the Company or any Restricted Subsidiary if
the amount accelerated (or so unpaid) exceeds 5% of the aggregate outstanding
principal amount of all Indebtedness of the Company and the Restricted
Subsidiaries; and (v) certain events of bankruptcy, insolvency or reorganization
with respect to the Company or any Restricted Subsidiary. If an Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the PRIZES may declare all the PRIZES to be due and payable
immediately. Certain events of bankruptcy, insolvency or reorganization are
Events of Default which will result in the Debentures being due and payable
immediately upon the occurrence of such Events of Default.
Holders may not enforce the Indenture or the PRIZES except as provided
in the Indenture. The Trustee may refuse to enforce the Indenture or the PRIZES
unless it receives reasonable indemnity or security. Subject to certain
limitations, Holders of a majority in principal amount of the PRIZES may direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in the
interest of the Holders.
19. Trustee Dealings with the Company
Subject to certain limitations imposed by the Act, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or
pledgee of PRIZES and may otherwise deal with the Company with the same rights
it would have if it were not Trustee.
20. No Recourse Against Others
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
under the PRIZES or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. By accepting a PRIZES, each Holder
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the PRIZES.
R-17
<PAGE> 22
21. Authentication
This PRIZES shall not be valid until an authorized signatory of the
Trustee (or an authenticating agent) manually signs the certificate of
authentication on the other side of this PRIZES.
22. CUSIP Numbers
Pursuant to a recommendation promulgated by the Committee on Uniform
Debenture Identification Procedures the Company has caused CUSIP numbers to be
printed on the PRIZES and has directed the Trustee to use CUSIP numbers as a
convenience to Holders. No representation is made as to correctness of such
numbers either as printed on the PRIZES or as contained in any notice of a
redemption and reliance may be placed only on the other identification numbers
placed thereon. No redemption shall be affected by any defect in or omission of
CUSIP numbers.
23. Governing Law
This PRIZES shall be deemed to be a New York contract, and for all
purposes shall be construed in accordance with the laws of said State (without
reference to principles of conflicts of law).
The Company will furnish to any Holder upon written request and without
charge to the Holder a copy of the Indenture. Requests may be made to:
Cox Communications, Inc.
1400 Lake Hearn Drive, N.E.
Atlanta, GA 30319
Attention: Treasurer
R-18
<PAGE> 23
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:
<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________Custodian__________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act
survivorship and not as _________________________________
tenants in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
---------------------------------------------------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Taxpayer I.D. or other
Identifying Number of Assignee
- -------------------------------
- --------------------------------------------------------------------------------
Please Print or Type Name and Address Including Postal Zip Code of Assignee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within PRIZES and all rights thereunder, hereby irrevocably constituting and
_________________________ appointing attorney to transfer said PRIZES on the
books of Cox Communications, Inc. with full power of substitution in the
premises.
Dated:
-------------------------------------------
Signature
-------------------------------------------
NOTICE: The signature to this assignment
must correspond with the name as it appears
upon the face of the within PRIZES in every
particular, without alteration or
enlargement or any change whatsoever.
R-19
