NOTE
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A 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
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO COX COMMUNICATIONS,
INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE 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.
No. R-2 CUSIP No. 224044 AY 3
Aggregate Principal Amount: $400,000,000
Cox Communications, Inc.
7 3/4% Notes due 2010
Cox Communications, Inc., a Delaware corporation (hereinafter called
the "Company," which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS
($400,000,000) on November 1, 2010 (the "Maturity Date"), unless previously
redeemed, and to pay interest thereon from November 1, 2000 or from the must
recent interest payment date to which interest has been paid or duly provided
for, payable semiannually on May 1 and November 1 in each year (each, an
"Interest Payment Date"), commencing May 1, 2001, at the rate of 7 3/4% per
annum, until the principal hereof is paid or duly made available for payment.
Interest shall be computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in
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whose name this Note (or one or more predecessor securities) is registered at
the close of business on the regular record date for such interest, which shall
be April 15 or October 15 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant regular record date by virtue of having been such Holder, and
may be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on a subsequent special
record date (which shall be at least 10 days before the payment date) for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof
shall be given to the Holders of Notes of this series not less than 10 days
prior to such special record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in such Indenture. If any Interest
Payment Date or the Maturity Date falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on
the date such payment was due and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or the Maturity
Date, as the case may be, to such next Business Day. Payments of principal and
interest hereunder shall be made in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts and shall be made immediately available to the Holder
(as defined below) hereof.
This Note is one of the duly authorized series of Debt Securities of
the Company, designated as the Company's "7 3/4% Notes due 2010" (the "Notes"),
initially limited to an aggregate principal amount of $800,000,000, all issued
or to be issued under and pursuant to an Indenture, dated as of June 27, 1995,
as amended or modified from time to time (as so amended or modified, the
"Indenture"), duly executed and delivered by the Company to The Bank of New
York, as trustee (hereinafter referred to as the "Trustee"), to which Indenture
reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders (the words "Holders" or "Holder" meaning the registered holders or
registered holder of the Notes).
This Note will be redeemable at the option of the Company, in whole at
any time or in part from time to time, at a redemption price equal to the
greater of (i) 100% of the principal amount of this Note to be redeemed and (ii)
the sum, as determined by the Quotation Agent (as defined below), of the present
values of the principal amount of this Note to be redeemed and the remaining
scheduled payments of interest on the principal amount of this Note to be
redeemed (exclusive of interest accrued to the date of redemption) from the
redemption date to November 1, 2010 (the "Remaining Life"), in each case
discounted from their respective scheduled payment dates to the redemption date
on a semiannual basis (assuming a 360-day year consisting of 30-day months) at
the Treasury Rate (as defined below) plus 25 basis points, plus in either case,
accrued interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Quotation Agent as having an actual or interpolated maturity
comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity with the Remaining
Life.
"Comparable Treasury Price" means, with respect to any redemption date,
the average of five Reference Treasury Dealer Quotations for such redemption
date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations, or if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
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"Quotation Agent" means the Reference Treasury Dealer appointed by the
Company.
"Reference Treasury Dealer" means each of: (i) Merrill Lynch Government
Securities, Inc., Chase Securities Inc., their respective successors, and three
other primary United States Government securities dealers in The City of New
York (each, a "Primary Treasury Dealer") selected by the Company; provided,
however, that if either of Merrill Lynch Government Securities, Inc. or Chase
Securities Inc. shall cease to be a Primary Treasury Dealer, the Company shall
substitute therefor another Primary Treasury Dealer.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York
City time, on the third Business Day preceding such redemption date.
"Treasury Rate" means, with respect to any redemption date, the rate
per annum equal to the semiannual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated
on the third Business Day preceding such redemption date using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to the Holder hereof at its registered
address. Unless the Company defaults in payment of the redemption price, on and
after the redemption date interest will cease to accrue on the principal amount
of this Note called for redemption.
If money sufficient to pay the redemption price with respect to and
accrued interest on the principal amount of this Note to be redeemed on the
redemption date is deposited with the Trustee on or before the redemption date
and certain other conditions are satisfied, then on or after such date, interest
will cease to accrue on the principal amount of this Note called for redemption.
Except as provided above, this Note is not redeemable by the Company
prior to maturity and is not subject to any sinking fund.
In case an Event of Default shall occur and be continuing, the
principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount outstanding of the Notes and
(ii) any default or noncompliance with any provisions applicable to the Notes
may be waived with the consent of the Holders of a majority in principal amount
outstanding of the Notes. 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 Notes to cure any ambiguity, omission, defect or
inconsistency, or to provide for the assumption by a successor corporation of
the obligations of the Company under the Indenture, or to provide for
uncertificated Notes in addition to or in place of certificated Notes, or to add
guarantees with
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respect to the Notes or to secure the Notes, or to add additional covenants or
surrender any right or power conferred on the Company, or to comply with any
request of the SEC in connection with qualifying the Indenture under the Trust
Indenture Act of 1939, as amended, or to make any change that does not adversely
affect the rights of any Holder.
Subject to certain conditions, the Company at any time may terminate
some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S Government Obligations for the payment of
principal and interest on the Notes to the Maturity Date.
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.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the place, at the respective times, at the rate, and in the coin or currency
herein prescribed.
No director, officer, employee or stockholder, as such, of the Company
shall have any liability for any obligations of the Company under this Note or
the Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder, by accepting this Note, waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of this Note.
This Note and the Indenture shall be deemed to be New York contracts,
and for all purposes shall be construed in accordance with the laws of said
State (without reference to principles of conflicts of law).
Ownership of this Note shall be proved by the register for the Notes
kept by the Registrar. The Company, the Trustee and any agent of the Company may
treat the person in whose name a Note is registered as the absolute owner
thereof for all purposes.
Pursuant to a recommendation promulgated by the Committee on Uniform
Note Identification Procedures, the Company has caused a CUSIP number to be
printed on this Note and has directed the Trustee to use the CUSIP number as a
convenience to Holders. No representation is made as to the correctness of such
numbers and reliance may be place only on the other identification numbers
printed on this Note.
Terms used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication hereon has been executed by
the Trustee under the Indenture referred to herein by the manual signature of
one of its authorized officers, or on behalf of the Trustee by the manual
signature of an authorized officer of the Trustee's authenticating agent, this
Note shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile.
Date: November 7, 2000
COX COMMUNICATIONS, INC.
By:
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Name: Dallas S. Clement
Title: Senior Vice President of Strategy
& Development and Treasurer
By:
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Name: Jimmy W. Hayes
Title: Executive Vice President,
Finance and Administration and
Chief Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.
Date: November 7, 2000
THE BANK OF NEW YORK,
as Trustee
By:
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Authorized Signatory
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
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Please insert social security number or other identifying number of assignee:
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Please print or type name and address (including zip code) of assignee:
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________ attorney to transfer said Note of Cox
Communications, Inc. on the books of Cox Communications, Inc, with full power of
substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of this Note in every particular without alteration or
enlargement or any change whatsoever. The Signature must be guaranteed by an
"eligible guarantor institution" meeting the requirements of the Registrar,
which requirements include memberships or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature guarantee program" as
may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act or 1934.
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