EXHIBIT 4.11
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) TO THE COMPANY
(AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED PRINCIPAL AMOUNT
No. FX- [$]
CUSIP No.
TCI COMMUNICATIONS, INC.
MEDIUM-TERM NOTE, SERIES D
(FIXED RATE)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY
DATE:
INTEREST PAYMENT INITIAL REDEMPTION INITIAL
DATES (If other than FebruaryDATE: REDEMPTION
15 and August 15): PERCENTAGE:
ANNUAL REDEMPTION OPTIONAL REPAYMENT EXTENSION
PERCENTAGE REDUCTION: DATE(S): PERIOD(S):
FINAL MATURITY OTHER TERMS:
DATE:
TCI COMMUNICATIONS, INC., a Delaware corporation (the "Company," which term
includes any successor corporation permitted by the terms hereof), for value
received, hereby promises to pay to , or registered assigns, the principal
sum of [DOLLARS] on the Stated Maturity Date specified above (except to
the extent redeemed or repaid prior to the Stated Maturity Date and except to
the extent extended as provided herein), and to pay interest thereon at the
Interest Rate per annum specified above, from the Original Issue Date
specified above until the principal hereof is paid or duly made available for
payment. The Company shall pay interest semi-annually on the dates specified
above or, if none are specified, February 15 and August 15 (each an "Interest
Payment Date") in each year commencing on the first Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated Maturity
Date, or any Redemption Date, Purchase Date or Optional Repayment Date (in
each case as defined herein) on which this Note is redeemed, repurchased or
repaid prior to the Stated Maturity Date in whole or in part (each such Stated
Maturity Date, Redemption Date, Purchase Date and Optional Repayment Date
being referred to hereinafter as a "Maturity Date" with respect to principal,
premium, if any, and interest payable on such date); provided, however, unless
otherwise specified herein, if the Original Issue Date specified above is
between a Regular Record Date (as defined below) and the next succeeding
Interest Payment Date or on an Interest Payment Date, interest payments hereon
will commence on the Interest Payment Date following the next succeeding
Regular Record Date to the registered Holder of this Note on such next
succeeding Regular Record Date. Interest on this Note shall accrue from the
most recent Interest Payment Date in respect of which interest has been paid
or duly provided for or, if no interest has been paid, from and including the
Original Issue Date specified above, until the principal hereof has been paid
or made available for payment in full. If a Maturity Date or an Interest
Payment Date falls on a day that is not a Business Day (as defined below), the
related payment of principal, premium, if any, or interest payable with
respect to such Maturity Date or Interest Payment Date shall be paid on the
next succeeding Business Day with the same force and effect as if made on such
Maturity Date or Interest Payment Date, as the case may be, and no interest
shall
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accrue on the amount so payable for the period from and after such Maturity
Date or Interest Payment Date, as the case may be. The interest (except
defaulted interest) so payable or duly provided for on any Interest Payment
Date shall be paid to the person in whose name this Note or one or more
predecessor Notes is registered at the close of business on the Regular Record
Date for such Interest Payment Date, which shall be the date fifteen (15)
calendar days (whether or not a Business Day) prior to the applicable Interest
Payment Date; provided, however, that interest payable on any Maturity Date
shall be payable to the person to whom the principal hereof shall be payable.
As used herein, "Business Day" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions are authorized or required by
law, regulation or executive order to be closed in The City of New York, New
York.
Payment of the principal of, premium, if any, and interest on this Note
shall be made in such coin or currency of the United States of America as at
the time of payment is legal tender for the payment of public and private
debts to the Holder hereof upon presentation and surrender of this Note at the
office of the Paying Agent, which is currently the corporate trust department
of the Trustee (as defined herein), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other office or agency of the Company in The
City of New York, New York as the Company shall designate by written notice to
the Holder hereof; provided, however, that payment of interest on any Interest
Payment Date (but not on the Maturity Date) without presentation of this Note
(i) may be made by check mailed to the address of the Holder hereof as of the
close of business on the immediately preceding Regular Record Date at such
address as shall appear in the security register or (ii) upon receipt by the
Paying Agent of appropriate instructions in writing from the Holder hereof
(provided such Holder is the holder of an aggregate principal amount of Notes,
including this Note, in excess of $10,000,000 having the same Interest Payment
Dates) not less than sixteen (16) calendar days prior to such Interest Payment
Date, shall be made in the United States dollars by the wire transfer of
immediately available funds to such account at a bank in The City of New York,
New York (or other bank consented to by the Company and the Paying Agent) as
the Holder hereof shall have designated in such instructions so long as such
bank has appropriate facilities therefor. Payment of the principal of,
premium, if any, and interest on this Note will be made on a Maturity Date,
upon presentation and surrender of this Note to the Paying Agent as provided
above, (a) in immediately available funds, provided that this Note is so
presented and surrendered in time for the Paying Agent to make such payment in
immediately available funds in accordance with its normal procedures, or (b)
by the wire transfer of immediately available funds to such account at a bank
in The City of New York, New York (or other bank consented to by the Company
and the Paying Agent) as the Holder hereof shall have designated, provided
that such bank has appropriate facilities therefor and that wire transfer
instructions in writing have been received by the Paying Agent not less than
sixteen (16) calendar days prior to such Maturity Date. If required by
applicable law or instructed by the Company or any governmental agency that
taxes or other governmental charges should be withheld, the Paying Agent shall
withhold any such taxes or other governmental charges on any payments made in
connection with this Note.
This Note is one of a duly authorized issue of securities of the Company
issued and to be issued under an Indenture dated as of , 1998 (the
"Indenture"), between the Company, as issuer, and The Bank of New York, as
trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture) which securities may be issued in one or more
series (therein called the "Securities"). The terms of the Notes (as defined
below) include those stated in the Indenture and those made part of the
Indenture by the Trust Indenture Act of 1939, as amended (the "Act").
Reference is hereby made to the Indenture and all indentures supplemental
thereto and the Act for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. All terms used and not defined in this
Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture. This Note is one of the series of Securities designated
"Medium-Term Notes, Series D" (Securities of such series being herein called
the "Notes"). The Notes are general unsecured obligations of the Company.
This Note shall not be subject to any sinking fund and, except as may be
provided in the next two paragraphs, shall not be redeemable or repayable
prior to its Stated Maturity Date. If an Event of Default with respect to the
Notes shall occur and be continuing, the principal amount of and accrued
interest on the Notes may be declared or may become due and payable in the
manner and with the effect provided in the Indenture.
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If so provided above, this Note may be redeemed at the option of the Company
on any date on and after the Initial Redemption Date, if any, specified above.
If no Initial Redemption Date is set forth above, this Note may not be
redeemed at the option of the Company prior to its Stated Maturity Date. On
and after the Initial Redemption Date, if any, this Note may be redeemed at
any time in whole or from time to time in part in denominations of $1,000
principal amount hereof or any integral multiple of $1,000 (provided that any
remaining principal amount hereof shall be at least $1,000) at the option of
the Company at the applicable Redemption Price (as defined below), together
with accrued and unpaid interest on the principal amount to be redeemed at the
applicable rate to but excluding the date of redemption (each such date, a
"Redemption Date"), on notice given by the Company or the Trustee to the
Holder hereof not more than 60 nor less than 30 days prior to the Redemption
Date. Whenever less than all the Notes at any time outstanding are to be
redeemed, the particular Notes to be so redeemed shall be selected by the
Company, provided that if less than all the Notes with identical terms at any
time outstanding are to be redeemed, the Notes to be so redeemed shall be
selected by the Trustee by lot or such other method as the Trustee considers
fair and appropriate. In the event of redemption of this Note in part only, a
new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof. The "Redemption Price" shall
initially be the Initial Redemption Percentage, if any, specified above, of
the principal amount of this Note to be redeemed and, if the Initial
Redemption Percentage is greater than 100%, shall decline at each anniversary
of the Initial Redemption Date, shown above, by the Annual Redemption
Percentage Reduction, if any, of the principal amount to be redeemed until the
Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder hereof on
each Optional Repayment Date, if any, indicated above. If no Optional
Repayment Date is set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to its Stated Maturity Date. On any Optional
Repayment Date this Note shall be repayable in whole or in part in
denominations of $1,000 principal amount hereof or any integral multiple of
$1,000 (provided that any remaining principal hereof shall be at least
$1,000), at the option of the Holder hereof at a repayment price equal to 100%
of the principal amount to be repaid, together with accrued and unpaid
interest thereon at the applicable rate to but excluding the date of
repayment. For this Note to be repaid in whole or in part at the option of the
Holder hereof, either (i) this Note must be surrendered, not more than 60 nor
less than 30 days prior to an Optional Repayment Date, with the form entitled
"Option to Elect Repayment" below duly completed, at the office of the Paying
Agent (currently the corporate trust department of the Trustee at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇), or at such other office or
offices in The City of New York, New York of which the Company from time to
time notifies the Holder of this Note or (ii) the Paying Agent must receive at
such office, within such period of time prior to an Optional Repayment Date, a
telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or
a commercial bank or trust company in the United States setting forth the name
of the Holder of this Note, the principal amount of this Note, the principal
amount of this Note to be repaid, the certificate number or a description of
the tenor and terms hereof, a statement that the option to elect repayment is
being exercised thereby and a guarantee that this Note with the form entitled
"Option to Elect Repayment" below duly completed will be surrendered to the
Paying Agent not later than five business Days after the date of such
telegram, telex, facsimile transmission or letter and this Note, with such
form duly completed, are received by the Paying Agent by such fifth Business
Day. Exercise of such repayment option by the Holder hereof shall be
irrevocable. No transfer or exchange of this Note (or, in the event that this
Note is to be repaid in part, the portion of this Note to be repaid) will be
permitted after exercise of a repayment option. All questions as to the
validity, eligibility (including time or receipt) and acceptance of this Note
for repayment will be determined by the Company, which determination will be
fixed, binding and non-appealable.
This Note may be subject to an extension of its Stated Maturity Date at the
option of the Company for one or more whole year periods, if any, indicated
above (each an "Extension Period") up to but not beyond the Final Maturity
Date, if any, indicated above. If this Note is subject to an extension of its
Stated Maturity Date, the interest rate for such Extension Period will be as
indicated above.
The Company may exercise such option with respect to this Note by notifying
the Trustee of such exercise not more than 60 nor less than 45 days prior to
the Stated Maturity Date in effect prior to the exercise of such option (the
"Original Stated Maturity Date"). No later than 40 days prior to the Original
Stated Maturity Date,
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the Trustee will mail to the Holder hereof a notice (the "Extension Notice")
relating to such Extension Period, by first class mail, postage prepaid,
setting forth (i) the election of the Company to extend the Stated Maturity
Date, (ii) the new Stated Maturity Date, (iii) the interest rate applicable to
the Extension Period, (iv) the provisions, if any, for redemption at the
option of the Company during the Extension Period, including the date or dates
on which or the period or periods during which and the price or prices at
which such redemption may occur during the Extension Period and (v) if this
Note is subject to repayment at the option of the Holder hereof, the
provisions, if any, for repayment of this Note at the option of the Holder on
the Original Stated Maturity Date, the price at which such repurchase shall
occur, and the period within which this Note, with the "Option to Elect
Repayment" form completed, must be surrendered to the Paying Agent. Upon the
mailing by the Trustee of an Extension Notice to the Holder hereof, the Stated
Maturity Date of this Note shall be extended automatically as set forth in the
Extension Notice, and except as modified by the Extension Notice and as
described in the next paragraph, such Note will have the same terms as prior
to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days prior to the Original
Stated Maturity Date, the Company may, at its option, revoke the interest rate
provided for in the Extension Notice and establish a higher interest rate for
the Extension Period by mailing or causing the Trustee to mail notice of such
higher interest rate by first class mail, postage prepaid, to the Holder
hereof. Such notice shall be irrevocable. All Notes with identical terms with
respect to which the Stated Maturity Date is extended will bear such higher
interest rate for the Extension Period.
Interest payments on this Note shall include interest accrued from, and
including, the most recent date to which interest has been paid or duly
provided for (or from and including the Original Issue Date specified above,
if no interest has been paid), to, but excluding, the related Interest Payment
Date or Maturity Date, as the case may be. Interest shall be computed and paid
on the basis of a 360-day year of twelve 30-day months.
This Note, and any Note or Notes issued upon transfer or exchange hereof,
may be issued only in fully registered form, without coupons, in denominations
of $1,000 and any integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein set
forth (including without limitation the restrictions on transfer under
Sections 2.02, 2.08 and 2.10 of the Indenture in the event this Note is a
global Security), the transfer of this Note is registrable in the security
register, upon surrender of this Note for registration of transfer at the
office of the Registrar in The City of New York, New York designated for such
purpose, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Company and the Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new registered Notes, of authorized denominations and of a like aggregate
principal amount and otherwise bearing identical terms and provisions, will be
issued in the name of the designated transferee or transferees.
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
person in whose name this Note is registered as the owner hereof for all
purposes of this Note, whether or not this Note shall be overdue, and none of
the Company, the Trustee or any such agent shall be affected by notice to the
contrary.
As provided in the Indenture and subject to certain limitations therein set
forth (including without limitation the restrictions on exchange under
Sections 2.02, 2.08 and 2.10 of the Indenture in the event this Note is a
global Security), Notes are exchangeable for a like aggregate principal amount
of Notes of a different authorized denomination and otherwise bearing
identical terms and provisions, as requested by the Holder surrendering the
same at the office of the Registrar in The City of New York, New York
designated for such purpose.
No service charge shall be made for any such registration of transfer or
exchange, but the Company or the Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. Initially, the Trustee will act as Registrar and the office at
which Notes must be surrendered for registration of transfer or exchange is
currently the corporate trust department of the Trustee, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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The Indenture permits, with certain exceptions as therein provided, the
Indenture (insofar as the Notes are concerned) or the Notes to be amended or
supplemented and the rights and obligations of the Company and the rights of
the Holders of Notes to be modified by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the outstanding
Notes, on behalf of all the holders of Notes, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences, in each case insofar as the Notes
are concerned. Any such consent or waiver by the Holder of this Note shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note. Without the consent of any Holder, the Company
and the Trustee may amend or supplement the Indenture or the Notes to cure any
ambiguity, defect or inconsistency or to make certain other specified changes
or any change that does not materially adversely affect the rights of any
Holder. Holders of Notes may not enforce their rights pursuant to the
Indenture or the Notes, except as permitted in the Indenture.
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, premium, if any, and
interest on this Note at the times, place and rate, and in the manner and coin
or currency, herein prescribed.
When a successor corporation assumes all the obligations of its predecessor
under the Notes and the Indenture as provided in the Indenture, the
predecessor corporation will be released from those obligations.
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 or
the Trustee under the Notes 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 a Note waives and releases all such liability. The waiver and
release are part of the consideration for the issue of the Notes.
The Indenture and the Notes shall be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed in such State.
Unless the certificate of authentication hereon has been executed by the
Trustee by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture (as defined
herein) or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile.
TCI Communications, Inc.
By: _________________________________
Attest: _____________________________
Secretary
Dated:
CERTIFICATE OF AUTHENTICATION:
This is one of the
Securities of the series
designated herein
referred to in the
within-mentioned
Indenture.
The Bank of New York
as Trustee
By: _________________________________
Authorized Signatory
5
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.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--..................... Custodian.....................
Under Uniform Gifts to Minors Act
..........................
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship and not as
tenants in common
Additional abbreviations may also be used though not in the above list.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company to
repay this Note (or portion hereof specified below) pursuant to its terms at a
price equal to 100% of the principal amount of this Note (or of such specified
portion) together with interest on the amount to be repaid to the repayment
date, to the undersigned, at:
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned.)
For this Note to be repaid in whole or in part, the Paying Agent must
receive at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or at
such other office or offices in The City of New York, New York of which the
Company shall from time to time notify the Holder of this Note), not more than
60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on
this Note, either (i) this Note with this "Option to Elect Repayment" form
duly completed or (ii) a telegram, telex, facsimile transmission or letter
from a member of a national securities exchange or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth the name of the Holder of this Note, the principal amount
of this Note, the principal amount of this Note to be repaid, the certificate
number or a description of the tenor and terms hereof, a statement that the
option to elect repayment is being exercised thereby and a guarantee that this
Note with this "Option to Elect Repayment" form duly completed will be
surrendered to the Paying Agent not later than five Business Days after the
date of such telegram, telex, facsimile transmission or letter and this Note,
with this form duly completed, are received by the Paying Agent by such fifth
Business Day.
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If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which must be in denominations of $1,000 principal
amount) which the Holder elects to have repaid and specify the denomination or
denominations (which shall be $1,000 or an integral multiple of $1,000) of the
Notes to be reissued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).
Portion to be repaid:
Signature: ____________________
$ _____________________________ NOTICE: The signature on this
Option to Elect Repayment must
correspond with the name as
written upon the face of this
Note in every particular,
without alteration or
enlargement or any change
whatsoever.
Denomination(s) of Notes to be
reissued to Holder:
$ _____________________________
Date __________________________
Signature Guarantee: __________
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address including zip code of assignee and
insert Taxpayer Identification No.)
the attached Note and all rights thereunder, hereby irrevocably constituting
and appointing attorney and agent to transfer said Note on the books of
the issuer, with full power of substitution in the premises.
Dated: ________________________ Signature: ____________________
NOTICE: The signature of the
registered owner to this
assignment must correspond
with the name as written upon
the face of the Note in every
particular, without alteration
or enlargement or any change
whatsoever.
Signature Guarantee: ___________________________
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