Exhibit 4.17
[Form of Debt Warrant Agreement for Warrants Sold Alone]
COMCAST CABLE COMMUNICATIONS, INC.
and
_____________________,
as Warrant Agent
_________________________
DEBT WARRANT AGREEMENT
Dated as of ___________
________________________
Warrants to Purchase ________
_____________________
TABLE OF CONTENTS
Page
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ARTICLE 1
issuance of warrants and execution and delivery of warrant Certificates
Section 1.1. Issuance of Warrants........................... 2
Section 1.2. Execution and Delivery of Warrant
Certificates................................... 2
Section 1.3. Issuance of Warrant Certificates............... 3
ARTICLE 2
Warrant Price, Duration and Exercise
Section 2.1. Warrant Price.................................. 4
Section 2.2. Duration of Warrants........................... 4
Section 2.3. Exercise of Warrants........................... 4
ARTICLE 3
Other Provisions Relating to Rights of Holders of Warrant
Section 3.1. No Rights as Warrant Securityholder Conferred
by Warrants or Warrant Certificates............ 6
Section 3.2. Lost, Mutilated, Stolen or Destroyed Warrant
Certificates................................... 6
Section 3.3. Enforcement of Rights.......................... 7
Section 3.4. Merger, Consolidation, Conveyance or
Transfer....................................... 7
ARTICLE 4
Exchange and Transfer
Section 4.1. Exchange and Transfer.......................... 8
Section 4.2. Treatment of Holders of Warrant Certificates... 9
Section 4.3. Cancellation of Warrant Certificates........... 9
ARTICLE 5
Concerning the Warrant Agent
Section 5.1. Warrant Agent.................................. 10
Section 5.2. Conditions of Warrant Agent's Obligations...... 10
Section 5.3. Resignation and Appointment of Successor....... 12
ARTICLE 6
Miscellaneous
Section 6.1. Amendment...................................... 14
Section 6.2. Notices and Demands to the Company and Warrant
Agent.......................................... 14
Section 6.3. Addresses...................................... 14
Section 6.4. Applicable Law................................. 14
Section 6.5. Delivery of Prospectus......................... 14
Section 6.6. Obtaining of Governmental Approval............. 15
Section 6.7. Persons Having Rights Under Warrant Agreement.. 15
Section 6.8. Headings....................................... 15
Section 6.9. Counterparts................................... 15
Section 6.10. Inspection of Agreement....................... 15
Section 6.11. Notices to Holders of Warrants................ 15
TESTIMONIUM...............................................................16
SIGNATURES................................................................16
EXHIBIT A - Form of Warrant Certificate
DEBT WARRANT AGREEMENT(1)
THIS AGREEMENT dated as of between COMCAST CABLE
COMMUNICATIONS, INC., a corporation duly organized and existing under the laws
of the State of Delaware (the "Company"), and , a [bank]
[trust company] duly incorporated and existing under the laws of ,
as Warrant Agent (the "Warrant Agent"),
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(1) Complete or modify the provisions of this form as appropriate to reflect
the terms of the Warrants and Warrant Securities. Monetary amounts may
be in U.S. dollars in a foreign currency or in a composite currency,
including but not limited to the European Currency Unit.
W I T N E S S E T H :
WHEREAS, the Company has entered into an Indenture dated as of
May 1, 1997 (the "Senior Indenture") between the Company and Bank of Montreal
Trust Company, as Trustee (the "Senior Trustee"), and an Indenture dated as of
[___], 1998 (the "Subordinated Indenture") between the Company and [____], as
Trustee (the "Subordinated Trustee") (collectively the "Trustees" or "Trustee"
and "Indentures" or "Indenture"), providing for the issuance from time to time
of its unsecured debt securities to be issued in one or more series as
provided in the Indenture; and
WHEREAS, the Company proposes to sell [title of such debt
securities being offered] (the "Offered Securities") with one or more warrants
(the "Warrants") representing the right to purchase [title of such debt
securities purchasable through exercise of Warrants] (the "Warrant
Securities"), the Warrants to be evidenced by warrant certificates issued
pursuant to this Agreement (the "Warrant Certificates"); and
WHEREAS, the Company desires the Warrant Agent to act on behalf
of the Company in connection with the issuance, transfer, exchange, exercise
and replacement of the Warrant Certificates, and in this Agreement wishes to
set forth, among other things, the form and provisions of the Warrant
Certificates and the terms and conditions on which they may be issued,
transferred, exchanged, exercised and replaced;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
issuance of warrants and execution and delivery of warrant
Certificates
Section 1.1. Issuance of Warrants. The Warrants shall be
evidenced by one or more Warrant Certificates. Each Warrant evidenced thereby
shall represent the right, subject to the provisions contained herein and
therein, to purchase a Warrant Security in the principal amount of .
Section 1.2. Execution and Delivery of Warrant Certificates.
Each Warrant, whenever issued, shall be evidenced by a Warrant Certificate in
registered form substantially in the form set forth in Exhibit A hereto, shall
be dated and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements printed,
lithographed or engraved thereon as the officers of the Company executing the
same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or
as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Warrants may be listed, or to conform to usage. The Warrant Certificates
shall be signed on behalf of the Company by its chairman or vice chairman of
the Board of Directors, the president, any managing director, or the treasurer
of the Company, in each case under its corporate seal, which may but need not
be attested by its Secretary or one of its Assistant Secretaries. Such
signatures may be manual or facsimile signatures of such authorized officers
and may be imprinted or otherwise reproduced on the Warrant Certificates. The
corporate seal of the Company may be in the form of a facsimile thereof and
may be impressed, affixed, imprinted or otherwise reproduced on the Warrant
Certificates.
No Warrant Certificate shall be valid for any purpose, and no
Warrant evidenced thereby shall be exercisable, until such Warrant Certificate
has been countersigned by the Warrant Agent by manual signature. Such
signature by the Warrant Agent upon any Warrant Certificate executed by the
Company shall be conclusive evidence, and the only evidence, that the Warrant
Certificate so countersigned has been duly issued hereunder.
In case any officer of the Company who shall have signed any of
the Warrant Certificates either manually or by facsimile signature shall cease
to be such officer before the Warrant Certificates so signed shall have been
countersigned and delivered by the Warrant Agent, such Warrant Certificates
may be countersigned and delivered notwithstanding that the person who signed
such Warrant Certificates ceased to be such officer of the Company; and any
Warrant Certificate may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.
The term "Holder", when used with respect to any Warrant
Certificate shall mean any person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose.
Section 1.3. Issuance of Warrant Certificates. Warrant
Certificates evidencing the right to purchase an aggregate principal amount
not exceeding aggregate principal amount of Warrant Securities (except as
provided in Sections 2.3, 3.2 and 4.1) may be executed by the Company and
delivered to the Warrant Agent upon the execution of this Warrant Agreement or
from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant
Certificates duly executed on behalf of the Company, countersign Warrant
Certificates evidencing Warrants representing the right to purchase up to
aggregate principal amount of Warrant Securities and shall deliver such
Warrant Certificates to or upon the order of the Company. Subsequent to such
original issuance of the Warrant Certificates, the Warrant Agent shall
countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant
Certificates or in connection with their transfer as hereinafter provided or as
provided in the antepenultimate paragraph of Section 2.3.
Pending the preparation of definitive Warrant Certificates
evidencing Warrants, the Company may execute and the Warrant Agent shall
countersign and deliver temporary Warrant Certificates evidencing such
Warrants (printed, lithographed, typewritten or otherwise produced, in each
case in form satisfactory to the Warrant Agent). Such temporary Warrant
Certificates shall be issuable substantially in the form of the definitive
Warrant Certificates but with such omissions, insertions and variations as may
be appropriate for temporary Warrant Certificates, all as may be determined by
the Company with the concurrence of the Warrant Agent. Such temporary Warrant
Certificates may contain such reference to any provisions of this Warrant
Agreement as may be appropriate. Every such temporary Warrant Certificate
shall be executed by the Company and shall be countersigned by the Warrant
Agent upon the same conditions and in substantially the same manner, and with
like effect, as the definitive Warrant Certificates. Without unreasonable
delay, the Company shall execute and shall furnish definitive Warrant
Certificates and thereupon such temporary Warrant Certificates may be
surrendered in exchange therefor without charge pursuant to and subject to the
provisions of Section 4.1, and the Warrant Agent shall countersign and deliver
in exchange for such temporary Warrant Certificates definitive Warrant
Certificates of authorized denominations evidencing a like aggregate number of
Warrants evidenced by such temporary Warrant Certificates. Until so
exchanged, such temporary Warrant Certificates shall be entitled to the same
benefits under this Warrant Agreement as definitive Warrant Certificates.
ARTICLE 2
Warrant Price, Duration and Exercise
Section 2.1. Warrant Price. Warrant Price. On 19 the
exercise price of each Warrant will be . During the period from
, 19 through and including , 19 , the exercise price of each
Warrant will be plus [accrued amortization of the original issue discount]
[accrued interest] from , 19 . On , 19 , the
exercise price of each Warrant will be . During the period from
, 19 through and including , 19 , the exercise price of
each Warrant will be plus [accrued amortization of the original issue
discount] [accrued interest] from 19 . [In each case, the original issue
discount will be amortized at a % annual rate, computed on an annual basis
using the "interest" method and using a 360-day year consisting of twelve
30-day months]. Such exercise price of Warrant Securities is referred to in
this Agreement as the "Warrant Price". [The original issue discount for each
principal amount of Warrant Securities is ].
Section 2.2. Duration of Warrants. Subject to Section 4.3(b),
each Warrant may be exercised [in whole but not in part] [in whole or in part]
[at any time, as specified herein, on or after [the date thereof] [ ,
19 ] and at or before [time, location] on , 19 (each day during
such period may hereinafter be referred to as an "Exercise Date")] [on [list
of specific dates] (each, an "Exercise Date")], or such later date as the
Company may designate by notice to the Warrant Agent and the Holders of
Warrant Certificates [in registered form and to the beneficial owners of the
Global Warrant Certificate] (the "Expiration Date"). Each Warrant not
exercised at or before [time, location] on the Expiration Date shall become
void, and all rights of the Holder [and any beneficial owners] of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.
Section 2.3. Exercise of Warrants. [With respect to Warrants
evidenced by Warrant Certificates in registered form, during] [During] the
period specified in Section 2.2, any whole number of Warrants may be exercised
by providing certain information as set forth on the reverse side of the
Warrant Certificates evidencing such Warrants and by paying in full [in lawful
money of the United States of America] [in applicable currency] [in cash] [by
certified check or official bank check or by bank wire transfer, in each
case,] [by bank wire transfer] [in immediately available funds,] the Warrant
Price for each Warrant exercised (plus accrued interest, if any, on the
Warrant Securities to be issued upon exercise of such Warrant from and
including the Interest Payment Date (as defined in the Indenture), if any, in
respect of such Warrant Securities immediately preceding the Exercise Date to
and including the Exercise Date (unless the Exercise Date is after the Regular
Record Date (as defined in the Indenture), if any, for such Interest Payment
Date, but on or before the immediately succeeding Interest Payment Date for
such Warrant Securities, in which event no such accrued interest shall be
payable)) to the Warrant Agent at its corporate trust office at [address] [or
at ], provided that such exercise is subject to receipt within five
business days of such [payment] [wire transfer] by the Warrant Agent of the
Warrant Certificate evidencing each Warrant exercised with the form of
election to purchase Warrant Securities set forth on the reverse side of the
Warrant Certificate properly completed and duly executed.
The date on which payment in full of the Warrant Price (plus
any such accrued interest) is received by the Warrant Agent shall, subject to
receipt of the Warrant Certificate as aforesaid, be deemed to be the date on
which the Warrant is exercised. The Warrant Agent shall deposit all funds
received by it in payment for the exercise of Warrants in an account of the
Company maintained with it (or in such other account as may be designated by
the Company) and shall advise the Company, by telephone or by facsimile
transmission or other form of electronic communication available to both
parties, at the end of each day on which a payment for the exercise of
Warrants is received of the amount so deposited to its account. The Warrant
Agent shall promptly confirm such advice to the Company in writing.
If a day on which Warrants may be exercised in the city in
which such Warrants are to be exercised shall be a Saturday or Sunday or a day
on which banking institutions in such city are authorized or required to be
closed, then, notwithstanding any other provision of this Agreement or the
Warrant Certificate evidencing such Warrants, but subject to the limitation
that no Warrant may be exercised after the Expiration Date, the Warrants shall
be exercisable on the next succeeding day which in such city is not a Saturday
or Sunday or a day on which banking institutions in such city are authorized or
required to be closed.
The Warrant Agent shall, from time to time, as promptly as
practicable, advise the Company [and the Trustee] in writing of (i) the number
of Warrants exercised, (ii) the instructions of each Holder of the Warrant
Certificates evidencing such Warrants with respect to delivery of the Warrant
Securities to be issued upon such exercise, (iii) delivery of any Warrant
Certificates evidencing the balance, if any, of the Warrants remaining after
such exercise, and (iv) such other information as the Company or the Trustee
shall reasonably require.
As soon as practicable after the exercise of any Warrant, but
subject to receipt by the Warrant Agent of the Warrant Certificate evidencing
such Warrant as provided in this Section, the Company shall issue, pursuant to
the Indentures, in authorized denominations to or upon the order of the Holder
of the Warrant Certificate evidencing each Warrant, the Warrant Securities to
which such Holder is entitled, in fully registered form, registered in such
name or names as may be directed by such Holder. If fewer than all of the
Warrants evidenced by such Warrant Certificate are exercised, the Company
shall execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, a new Warrant Certificate evidencing the number of
such Warrants remaining unexercised.
The Company shall not be required to pay any stamp or other tax
or other governmental charge required to be paid in connection with any
transfer involved in the issuance of the Warrant Securities, and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Security until such tax or other charge shall have been
paid or it has been established to the Company's satisfaction that no such tax
or other charge is due.
ARTICLE 3
Other Provisions Relating to Rights of Holders of Warrant
Section 3.1. No Rights as Warrant Securityholder Conferred by
Warrants or Warrant Certificates. No Rights as Warrant Securityholder
Conferred by Warrants or Warrant Certificates. No Warrant Certificate or
Warrant evidenced thereby shall entitle the Holder of any beneficial owner
thereof to any of the rights of a holder or beneficial owner of Warrant
Securities, including, without limitation, the right to receive the payment of
principal of (premium, if any) or interest, if any, on Warrant Securities or to
enforce any of the covenants in the Indenture.
Section 3.2. Lost, Mutilated, Stolen or Destroyed Warrant
Certificates. Upon receipt by the Warrant Agent of evidence reasonably
satisfactory to it and the Company of the ownership of and the loss,
mutilation, theft or destruction of any Warrant Certificate and of such
security or indemnity as may be required by the Company and the Warrant Agent
to hold each of them and any agent of them harmless and, in the case of
mutilation of a Warrant Certificate, upon surrender thereof to the Warrant
Agent for cancellation, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute, and an authorized officer of the Warrant
Agent shall manually countersign and deliver, in exchange for or in lieu of
the lost, mutilated, stolen or destroyed Warrant Certificate, a new Warrant
Certificate of the same tenor and evidencing a like number of Warrants. Upon
the issuance of any new Warrant Certificate under this Section, the Company
may require the payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) in
connection therewith. Every substitute Warrant Certificate executed and
delivered pursuant to this Section in lieu of any lost, mutilated, stolen or
destroyed Warrant Certificate shall represent an additional contractual
obligation of the Company, whether or not the lost, stolen or destroyed
Warrant Certificate shall be at any time enforceable by anyone, and shall be
entitled to the benefits of this Agreement equally and proportionately with any
and all other Warrant Certificates duly executed and delivered hereunder. The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement of lost,
mutilated, stolen or destroyed Warrant Certificates.
Section 3.3. Enforcement of Rights. Notwithstanding any of the
provisions of this Agreement, any Holder of a Warrant Certificate, without the
consent of the Warrant Agent, the relevant Trustee, the holder of any Offered
Securities of the Holder of any other Warrant Certificate, may, in its own
behalf and for its own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce, or
otherwise in respect of, its right to exercise its Warrants in the manner
provided in its Warrant Certificate and in this Agreement.
Section 3.4. Merger, Consolidation, Conveyance or Transfer.
(a) If at any time there shall be a merger or consolidation of the Company or a
conveyance or transfer of its property and assets substantially as an entirety
as permitted under the Indentures, then in any such event the successor or
assuming corporation referred to therein shall succeed to and be substituted
for the Company, with the same effect, subject to the Indentures, as if it had
been named herein and in the Warrant Certificates as the Company; the Company
shall thereupon, except in the case of a transfer by way of lease, be relieved
of any further obligation hereunder and under the Warrants and the Warrant
Certificates, and the Company as the predecessor corporation, except in the
case of a transfer by way of lease, may thereupon or at any time thereafter be
dissolved, wound up or liquidated. Such successor or assuming corporation may
thereupon cause to be signed, and may issue either in its own name or in the
name of the Company, Warrant Certificates evidencing any or all of the
Warrants issuable hereunder which theretofore shall not have been signed by
the Company, and may execute and deliver Warrant Securities in its own name
pursuant to the Indentures, in fulfillment of its obligations to deliver
Warrant Securities upon exercise of the Warrants. All the Warrants so issued
shall in all respects have the same legal rank and benefit under this
Agreement as the Warrants theretofore or thereafter issued in accordance with
the terms of this Agreement as though all of such Warrants had been issued at
the date of the execution hereof. In any case of any such merger,
consolidation, conveyance or transfer, such changes in phraseology and form
(but not in substance) may be made in the Warrant Certificates representing
the Warrants thereafter to be issued as may be appropriate.
(b) The Warrant Agent may receive a written opinion of legal
counsel (who shall be acceptable to the Warrant Agent) as conclusive evidence
that any such merger, consolidation, conveyance or transfer complies with the
provisions of this Section and the Indentures.
ARTICLE 4
Exchange and Transfer
Section 4.1. Exchange and Transfer. (a) Upon surrender at the
corporate trust office of the Warrant Agent at [address] [or ], Warrant
Certificates evidencing Warrants may be exchanged for Warrant Certificates in
other authorized denominations evidencing such Warrants or the transfer
thereof may be registered in whole or in part; provided, however, that such
other Warrant Certificates shall evidence the same aggregate number of
Warrants as the Warrant Certificates so surrendered.
(b) The Warrant Agent shall keep, at its corporate trust office
at [address] [and at ], books in which, subject to such reasonable
regulations as it may prescribe, it shall register Warrant Certificates and
exchanges and transfers of outstanding Warrant Certificates upon surrender of
such Warrant Certificates to the Warrant Agent at its corporate trust office at
[address] or [ ] for exchange or registration of transfer, properly
endorsed [or accompanied by appropriate instruments of registration of transfer
and written instructions for transfer, all in form satisfactory to the Company
and the Warrant Agent.]
(c) No service charge shall be made for any exchange or
registration of transfer of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or other
governmental charge that may be imposed in connection with any such exchange
or registration of transfer.
(d) Whenever any Warrant Certificates, are so surrendered for
exchange or registration of transfer, an authorized officer of the Warrant
Agent shall manually countersign and deliver to the person or persons entitled
thereto a Warrant Certificate or Warrant Certificates, duly authorized and
executed by the Company, as so requested. The Warrant Agent shall not effect
any exchange or registration of transfer which will result in the issuance of
a Warrant Certificate, evidencing a fraction of a Warrant or a number of full
Warrants and a fraction of a Warrant.
(e) All Warrant Certificates, issued upon any exchange or
registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to
the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange or registration or transfer.
Section 4.2. Treatment of Holders of Warrant Certificates.
Each Holder of a Warrant Certificate, by accepting the same, consents and
agrees with the Company, the Warrant Agent and every subsequent Holder of such
Warrant Certificate that until the transfer of such Warrant Certificate is
registered on the books of such Warrant Agent, the Company and the Warrant
Agent may treat the registered Holder of such Warrant Certificate as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.
Section 4.3. Cancellation of Warrant Certificates. (a) Any
Warrant Certificate surrendered for exchange or registration of transfer or
exercise of the Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Warrant Agent, and all Warrant Certificates
surrendered or so delivered to the Warrant Agent shall be promptly cancelled
by the Warrant Agent and shall not be reissued and, except as expressly
permitted by this Agreement, no Warrant Certificate shall be issued hereunder
in exchange therefor or in lieu thereof. The Warrant Agent shall cause all
cancelled Warrant Certificates to be destroyed and shall deliver a certificate
of such destruction to the Company.
(b) If the Company notifies the relevant Trustee of its
election to redeem [, as a whole but not in part,] the Warrant Securities
pursuant to the Indenture or the terms thereof, the Company may elect, and
shall give notice to the Warrant Agent of its election, to cancel the
unexercised Warrants, the Warrant Certificates and the rights evidenced
thereby. Promptly after receipt of such notice by the Warrant Agent, the
Company shall, or, at the Company's request, the Warrant Agent shall in the
name of and at the expense of the Company, give notice of such cancellation
to the Holders of the Warrant Certificates, such notice to be so given not
less than 30 nor more than 60 days prior to the date fixed for the
redemption of the Warrant Securities pursuant to Indenture or the terms
thereof. The unexercised Warrants, the Warrant Certificates and the rights
evidenced thereby shall be cancelled and become void on the 15th day prior
to such date fixed for redemption.
ARTICLE 5
Concerning the Warrant Agent
Section 5.1. Warrant Agent. The Company hereby appoints as
Warrant Agent of the Company in respect of the Warrants and the Warrant
Certificates upon the terms and subject to the conditions herein and in the
Warrant Certificates set forth; and hereby accepts such appointment.
The Warrant Agent shall have the powers and authority granted to and conferred
upon it in the Warrant Certificates and herein and such further powers and
authority to act on behalf of the Company as the Company may hereafter grant
to or confer upon it. All of the terms and provisions with respect to such
powers and authority contained in the Warrant Certificates are subject to and
governed by the terms and provisions hereof.
Section 5.2. Conditions of Warrant Agent's Obligations. The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders from time to time of
the Warrant Certificates shall be subject:
(a) Compensation and Indemnification. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with
the Company for all services rendered by the Warrant Agent and to reimburse
the Warrant Agent for reasonable out-of-pocket expenses (including reasonable
attorneys' fees) incurred by the Warrant Agent without negligence, bad faith
or breach of this Agreement on its part in connection with the services
rendered hereunder by the Warrant Agent. The Company also agrees to
indemnify the Warrant Agent for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of
the Warrant Agent, arising out of or in connection with its acting as Warrant
Agent hereunder, as well as the reasonable costs and expenses of defending
against any claim of such liability
(b) Agent for the Company. In acting under this Agreement
and in connection with the Warrants and the Warrant Certificates, the
Warrant Agent is acting solely as agent of the Company and does not assume
any obligation or relationship of agency or trust for or with any of the
Holders of Warrant Certificates or beneficial owners of Warrants.
(c) Counsel. The Warrant Agent may consult with counsel
satisfactory to it in its reasonable judgment, and the advice of such counsel
shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
accordance with the advice of such counsel.
(d) Documents. The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or thing suffered by
it in reliance upon any Warrant Certificate, notice, direction, consent,
certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the
proper parties.
(e) Certain Transactions. The Warrant Agent, and its officers,
directors and employees, may become the owner of, or acquire any interest in,
Warrants, with the same rights that it or they would have if it were not the
Warrant Agent hereunder, and, to the extent permitted by applicable law, it or
they may engage or be interested in any financial or other transaction with the
Company and may act on, or as depositary, trustee or agent for, any committee
or body of holders of Warrant Securities or other obligations of the Company
as freely as if it were not the Warrant Agent hereunder. Nothing in this
Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as
Trustee under the Indenture.
(f) No Liability for Interest. The Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant
to any of the provisions of this Agreement or of the Warrant Certificates.
(g) No Liability for Invalidity. The Warrant Agent shall
not be under any responsibility with respect to the validity or sufficiency
of this Agreement or the execution and delivery hereof (except the due
authorization to execute this Agreement and the due execution and delivery
hereof by the Warrant Agent) or with respect to the validity or execution
of any Warrant Certificates (except its countersignature thereof).
(h) No Liability for Recitals. The recitals contained herein
shall be taken as the statements of the Company and the Warrant Agent assumes
no liability for the correctness of the same.
(i) No Implied Obligations. The Warrant Agent shall be
obligated to perform only such duties as are herein and in the Warrant
Certificates specifically set forth and no implied duties or obligations
shall be read into this Agreement or the Warrant Certificates against the
Warrant Agent. The Warrant Agent shall not be under any obligation to take
any action hereunder which may tend to involve it in any expense or
liability, the payment of which within a reasonable time is not, in its
reasonable opinion, assured to it. The Warrant Agent shall not be
accountable or under any duty or responsibility for the use by the Company
of any of the Warrant Certificates countersigned by the Warrant Agent and
delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates.
The Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants or agreements
contained herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a Holder of a Warrant Certificate with
respect to such default, including, without limiting the generality of the
foregoing, any duty or responsibility to initiate or attempt to initiate
any proceedings at law or otherwise or, except as provided in Section 6.2,
to make any demand upon the Company.
Section 5.3. Resignation and Appointment of Successor. (a)
The Company agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent
hereunder until all the Warrants have been exercised or are no longer
exercisable.
(b) The Warrant Agent may at any time resign as such by giving
written notice of its resignation to the Company, specifying the desired date
on which its resignation shall become effective; provided, however, that such
date shall be not less than 90 days after the date on which such notice is
given unless the Company agrees to accept shorter notice. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor Warrant
Agent (which shall be a bank or trust company in good standing, authorized
under the laws of the jurisdiction of its organization to exercise corporate
trust powers) by written instrument in duplicate signed on behalf of the
Company, one copy of which shall be delivered to the resigning Warrant Agent
and one copy to the successor Warrant Agent. The Company may, at any time and
for any reason, remove the Warrant Agent and appoint a successor Warrant Agent
(qualified as aforesaid) by written instrument in duplicate signed on behalf of
the Company and specifying such removal and the date when it is intended to
become effective, one copy of which shall be delivered to the Warrant Agent
being removed and one copy to the successor Warrant Agent. Any resignation
or removal of the Warrant Agent and any appointment of a successor Warrant
Agent shall become effective upon acceptance of appointment by the successor
Warrant Agent as provided in this subsection (b). In the event a successor
Warrant Agent has not been appointed and accepted its duties within 90 days
of the Warrant Agent's notice of resignation, the Warrant Agent may apply to
any court of competent jurisdiction for the designation of a successor Warrant
Agent. Upon its resignation or removal, the Warrant Agent shall be entitled to
the payment by the Company of the compensation and to the reimbursement of all
reasonable out-of-pocket expenses (including reasonable attorneys' fees)
incurred by it hereunder as agreed to in Section 5.2(a).
(c) The Company shall remove the Warrant Agent and appoint a
successor Warrant Agent if the Warrant Agent (i) shall become incapable of
acting, (ii) shall be adjudged bankrupt or insolvent, (iii) shall commence a
voluntary case or other proceeding seeking liquidation, reorganization or other
relief with respect to it or its debts under any bankruptcy, insolvency or
other similar law now or hereafter in effect or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or
any substantial part of its property, (iv) shall consent to, or shall have had
entered against it a court order for, any such relief or to the appointment of
or taking possession by any such official in any involuntary case or other
proceedings commenced against it, (v) shall make a general assignment for the
benefit of creditors or (vi) shall fail generally to pay its debts as they
become due. Upon the appointment as aforesaid of a successor Warrant Agent
and acceptance by it of such appointment, the predecessor Warrant Agent shall,
if not previously disqualified by operation of law, cease to be Warrant Agent
hereunder.
(d) Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and the Company an
instrument accepting such appointment hereunder, and thereupon such
successor Warrant Agent, without any further act, deed or conveyance, shall
become vested with all the authority, rights, powers, immunities, duties
and obligations of such predecessor with like effect as if originally named
as Warrant Agent hereunder, and such predecessor shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant
Agent shall be entitled to receive, all monies, securities and other
property on deposit with or held by such predecessor as Warrant Agent
hereunder.
(e) Any corporation into which the Warrant Agent hereunder
may be merged or converted or any corporation with which the Warrant Agent
may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Warrant Agent shall be a party, or
any corporation to which the Warrant Agent shall sell or otherwise transfer
all or substantially all the assets and business of the Warrant Agent,
provided that it shall be qualified as aforesaid, shall be the successor
Warrant Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto.
ARTICLE 6
Miscellaneous
Section 6.1. Amendment. This Agreement and the terms of the
Warrants and the Warrant Certificates may be amended by the parties hereto,
without the consent of the Holder of any Warrant Certificate or the beneficial
owner of any Warrant, for the purpose of curing any ambiguity, or of curing,
correcting or supplementing any defective or inconsistent provision contained
herein or in the Warrant Certificates, or making any other provisions with
respect to matters or questions arising under this Agreement as the Company
and the Warrant Agent may deem necessary or desirable, provided that such
action shall not affect adversely the interests of the Holders of the Warrant
Certificates or the beneficial owners of Warrants in any material respect.
Section 6.2. Notices and Demands to the Company and Warrant
Agent. If the Warrant Agent shall receive any notice or demand addressed to
the Company by the Holder of a Warrant Certificate pursuant to the provisions
of the Warrant Certificates, the Warrant Agent shall promptly forward such
notice or demand to the Company.
Section 6.3. Addresses. Any communication from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to ,
Attention: _____________, and any communication from the Warrant Agent to the
Company with respect to this Agreement shall be addressed to Comcast Cable
Communications, Inc. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇,
Attention: ______________ (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).
Section 6.4. Applicable Law. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder
and of the respective terms and provisions hereof and thereof shall be
governed by, and construed in accordance with, the laws of the State of New
York.
Section 6.5. Delivery of Prospectus. The Company will furnish
to the Warrant Agent sufficient copies of a prospectus relating to the Warrant
Securities deliverable upon exercise of Warrants (the "Prospectus"), and the
Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant,
prior to or concurrently with the delivery of the Warrant Securities issued
upon such exercise, a Prospectus. The Warrant Agent shall not, by reason of
any such delivery, assume any responsibility for the accuracy or adequacy of
such Prospectus.
Section 6.6. Obtaining of Governmental Approval. The Company
will from time to time take all action which may be necessary to obtain and
keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities acts filings under United States
federal and state laws (including without limitation a registration statement
in respect of the Warrants and Warrant Securities under the Securities Act of
1933), which may be or become requisite in connection with the issuance, sale,
transfer and delivery of the Warrant Certificates, the exercise of the
Warrants, the issuance, sale, transfer and delivery of the Warrant Securities
issued upon exercise of the Warrants or upon the expiration of the period
during which the Warrants are exercisable.
Section 6.7. Persons Having Rights Under Warrant Agreement.
Nothing in this Agreement shall give to any person other than the Company, the
Warrant Agent and the Holders of the Warrant Certificates any right, remedy or
claim under or by reason of this Agreement.
Section 6.8. Headings. The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the
provisions hereof.
Section 6.9. Counterparts. This Agreement may be executed in
any number of counterparts, each of which as so executed shall be deemed to be
an original, but such counterparts shall together constitute but one and the
Same instrument.
Section 6.10. Inspection of Agreement. A copy of this
Agreement shall be available at all reasonable times at the principal
corporate trust office of the Warrant Agent for inspection by the Holder of
any Warrant Certificate. The Warrant Agent may require such Holder to submit
his Warrant Certificate for inspection by it.
Section 6.11. Notices to Holders of Warrants. Any notice to
Holders of Warrants evidenced by Warrant Certificates which by any provisions
of this Warrant Agreement is required or permitted to be given shall be given
by first class mail prepaid at such Holder's address as it appears on the
books of the Warrant Agent.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and their respective corporate seals to be
hereunto affixed and attested, all as of the date first above written.
COMCAST CABLE COMMUNICATIONS, INC.
By__________________________
Name:
Title:
[WARRANT AGENT]
By__________________________
Name:
Title:
EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
[Face]
Form of Legend if [Prior to ________________,
Warrants are not Warrants evidenced by this
immediately exercisable: Warrant Certificate cannot
be exercised.]
EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN
VOID AFTER THE CLOSE OF BUSINESS ON _________, 19__
COMCAST CABLE COMMUNICATIONS, INC.
Warrant Certificate representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein
No. _______________ Warrants
This certifies that [_____________________] or registered
assigns is the registered owner of the above indicated number of Warrants,
each Warrant entitling such registered owner to purchase, at any time [after
the close of business on _________, 19__, and] on or before the close of
business on ____________, 19__, $________ principal amount of [Title of
Warrant Debt Securities] (the "Warrant Debt Securities") of Comcast Cable
Communications, Inc. (the "Company"), issued or to be issued under the
Indenture (as hereinafter defined), on the following basis.(2) [During the
period from ________, 19__ through and including ___________, 19__, each
Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company the principal amount of Warrant Debt
Securities stated above in this Warrant Certificate at the exercise price of
___% of the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Warrant Debt Securities][plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Warrant Debt Securities or, if no interest shall have been paid on the
Warrant Debt Securities, from ___________, 19__]; [in each case, the original
issue discount ($_______ for each $1,000 principal amount of Warrant Debt
Securities) will be amortized at a ___% annual rate, computed on a[n]
[semi-]annual basis[, using a 360-day year constituting of twelve 30-day
months] [(the "Exercise Price")]. The Holder of this Warrant Certificate may
exercise the Warrants evidenced hereby, in whole or in part, by surrendering
this Warrant Certificate, with the purchase from set forth hereon duly
completed, accompanied [by payment in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in
New York Clearing House funds] [by bank wire transfer in immediately available
funds]], the Exercise Price for each Warrant exercised, to the Warrant Agent
(as hereinafter defined), at the corporate trust office of [name of Warrant
Agent], or its successor as warrant agent (the "Warrant Agent") [or at
____________,] at the addresses specified on the reverse hereof and upon
compliance with and subject to the conditions set forth herein and in the
Warrant Agreement (as hereinafter defined). This Warrant Certificate may be
exercised only for the purchase of Warrant Debt Securities in the principal
amount of [ ] or any integral multiple thereof.
------------
(2)Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Debt securities.
The term "Holder" as used herein shall mean the person in whose
name at the time such Warrant Certificate shall be registered upon the books to
be maintained by the Warrant Agent for that purpose pursuant to Section 3.01
of the Warrant Agreement.
Any whole number of Warrants evidenced by this Warrant
Certificate may be exercised to purchase Warrant Debt Securities in registered
form. Upon any exercise of fewer than all of the Warrants evidenced by this
warrant Certificate, there shall be issued to the registered owner hereof a
new Warrant Certificate evidencing the number of Warrants remaining
unexercised.
This Warrant Certificate is issued under and in accordance with
the Warrant Agreement dated as of __________, 19__ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance
hereof. Copies of the Warrant Agreement are on file at the above-mentioned
office of the Warrant Agent [and at _______________].
The Warrant Debt Securities to be issued and delivered upon the
exercise of Warrants evidenced by this Warrant Certificate will be issued
under and in accordance with an Indenture, dated as of ________________ (the
"Indenture"), between the Company and ________________, a [corporation]
[national banking association] organized under the laws of the State of
__________, as trustee (such trustee, and any successors to such trustee, the
"Trustee") and will be subject to the terms and provisions contained in the
Warrant Debt Securities and in the Indenture. Copies of the Indenture,
including the form of the Warrant Debt Securities, are on file at the
corporate trust office of the Trustee [and at __________________________].
This Warrant Certificate, and all rights hereunder, may be
transferred when surrendered at the corporate trust office of the Warrant
Agent [or _________] by the registered owner or his assigns, in person or by
an attorney duly authorized in writing, in the manner and subject to the
limitations provided in the Warrant Agreement].
After authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or at
_____________] for Warrant Certificates representing the same aggregate number
of Warrants.
This Warrant Certificate shall not entitle the registered owner
hereof to any of the rights of a registered holder of the Warrant Debt
Securities, including, without limitation, the right to receive payments of
principal of (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.
Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place.
This Warrant Certificate shall not be valid or obligatory for
any purpose until authenticated by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.
Dated: _____________
COMCAST CABLE
COMMUNICATIONS, INC.
By_______________________________
Attest:
__________________________________
Certificate of Authentication
This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.
_________________________________________
As Warrant Agent
By_______________________________________
Authorized Signature
[REVERSE] [FORM OF WARRANT CERTIFICATE]
(Instructions for Exercise of Warrants)
To exercise any Warrants evidenced hereby, the Holder of this
Warrant Certificate must pay [in cash or by certified check or official bank
check in New York Clearing House funds or by bank wire transfer in immediately
available funds], the Exercise Price in full for each of the Warrants
exercised, to _________, Corporate Trust Department, _______________, Attn:
___________ [or ________________], which payment should specify the name of
the Holder of this Warrant Certificate and the number of Warrants exercised by
such Holder. In addition, the Holder of this Warrant Certificate should
complete the information required below and present in person or mail by
registered mail this Warrant Certificate to the Warrant Agent at the addresses
set forth below.
[FORM OF EXERCISE]
(To be executed upon exercise of Warrants.)
The undersigned hereby irrevocably elects to exercise _________
Warrants, represented by this Warrant Certificate, to purchase $_________
principal amount of the [Title of Warrant Debt Securities] (the "Warrant Debt
Securities") of Comcast Cable Communications, Inc. and represents that he has
tendered payment for such Warrant Debt Securities [in cash or by certified
check or official bank check in New York Clearing House funds or by bank wire
transfer in immediately available funds] to the order of Comcast Cable
Communications, Inc., c/o Treasurer in the amount of $___________ in
accordance with the terms hereof. The undersigned requests that said principal
amount of Warrant Debt Securities be in fully registered form, in the
authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.
If said principal amount of Warrant Debt Securities is less
than all of the Warrant Debt Securities purchasable hereunder, the undersigned
requests that a new Warrant Certificate representing the remaining balance of
the Warrants evidenced hereby be issued and delivered to the undersigned unless
otherwise specified in the instructions below.
Dated:
Name________________________________
(Please Print)
_____________________________________
(Insert Social Security or Other
Identifying Number of Holder) Address_____________________________
_____________________________
Signature___________________________
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear a
signature guaranteed by a
a bank, trust company or
member broker of the New
York or Midwest Stock
Exchange.)
This Warrant may be exercised at the following addresses:
By hand at ________________________
________________________
________________________
________________________
By mail at ________________________
________________________
________________________
________________________
(Instructions as to form and delivery of Warrant Debt Securities and/or
Warrant Certificates):
[[FORM OF ASSIGNMENT]
(TO BE EXECUTED TO TRANSFER THE WARRANT CERTIFICATE)
FOR VALUE RECEIVED __________________ hereby sells, assigns and
transfers unto
Please insert social
security or other
identifying number
_____________________________
_________________________________
(Please print name and address
including zip code)
______________________________________________________________________________
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint _________________, Attorney, to transfer
said Warrant Certificate on the books of the Warrant Agent with full power of
substitution.
Dated:
____________________________________
Signature
(Signature must conform in
all respects to name of
holder as specified on the
face of this Warrant
Certificate and must bear a
signature guaranteed by a
a bank, trust company or
member broker of the New
York or Midwest Stock
Exchange.)]
Signature Guaranteed:
____________________________________]