Exhibit 1.1
UNDERWRITING AGREEMENT
(Debt Securities)
_____________, 199_
Comcast Cable Communications, Inc.
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Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
Comcast Cable Communications, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell $ aggregate principal amount of %
Notes Due (the "Offered Securities").
Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the aggregate principal amount
of the Offered Securities set forth below opposite their names at a purchase
price of , plus accrued interest, if any, from to the
date of payment and delivery (the "Purchase Price").
Number of
Offered Securities
Underwriter To Be Purchased
[Insert syndicate list]
______________
Total.............................................
==============
The Underwriters will pay for the Offered Securities upon
delivery thereof at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time) on ,
199_, or at such other time, not later than 5:00 p.m. (New York time) on
, 199_, as shall be designated by us. The time and date of such
payment and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the
Prospectus dated [_____], 1998, and the Prospectus Supplement dated
, 199_, including the following:
Terms of Offered Securities
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates: _________________,
commencing ____________ (Interest accrues from ____________)
Form and Denomination:
Ranking:
Other Terms:
Capitalized terms used above and not defined herein shall have
the meanings set forth in the Prospectus and Prospectus Supplement referred to
above.
Except as set forth below, all provisions contained in the
document entitled Comcast Cable Communications, Inc. Underwriting Agreement
Standard Provisions (Debt Securities, Warrants, Purchase Contracts and Units)
dated [_____], 1998 (the "Standard Provisions"), a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is
not an Offered Security shall not be deemed to be a part of this Agreement and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below.
Very truly yours,
[Name of Lead Managers]
On behalf of themselves and the other
Underwriters named herein
By [_________________________]
By:_________________________________
Name:
Title:
Accepted:
COMCAST CABLE
COMMUNICATIONS, INC.
By:_____________________________
Name:
Title:
UNDERWRITING AGREEMENT
(Warrants)
__________, 199_
Comcast Cable Communications, Inc.
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Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
Comcast Cable Communications, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell [number and title of warrants] Warrants (the
"Offered Securities"). The Offered Securities are to be issued pursuant to
the provisions of a Warrant Agreement (the "Warrant Agreement") dated as of [
] between the Company and [name of Warrant Agent], as
Warrant Agent.
Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the aggregate number of Offered
Securities set forth below opposite their names at a purchase price of
per Offered Security, (the "Purchase Price").
Number of
Offered Securities
Underwriter To Be Purchased
[Insert syndicate list]
______________
Total...............................................
==============
The Underwriters will pay for the Offered Securities upon
delivery thereof at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time) on ,
199_, or at such other time, not later than 5:00 p.m. (New York time) on
, 199_, as shall be designated by us. The time and date of such
payment and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the
Prospectus dated [_____], 1998, and the Prospectus Supplement dated
, 199_, including the following:
Terms of Offered Securities
Designation of the Series of Warrants: [Call] [Put] Warrants
Warrant Property:
Aggregate Number of Warrants:
Price to Public:
Warrant Exercise Price:
Dates upon which Warrants may be exercised:
Expiration Date:
Form:
Currency in which exercise payments shall be made:
Minimum number of Warrants exercisable by any holder on any day:
Maximum number of Warrants exercisable on any day:
Formula for determining Cash Settlement Value:
Exchange Rate (or method of calculation):
Exchange on which Warrants are to be listed:
Other Terms:
Capitalized terms used above and not defined herein shall have
the meanings set forth in the Prospectus and Prospectus Supplement referred to
above.
Except as set forth below, all provisions contained in the
document entitled Comcast Cable Communications, Inc., Underwriting Agreement
Standard Provisions (Debt Securities, Warrants, Purchase Contracts and Units)
dated [_____], 1998 (the "Standard Provisions"), a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is
not an Offered Security shall not be deemed to be a part of this Agreement and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below.
Very truly yours,
[Name of Lead Managers]
On behalf of themselves and the other
Underwriters named herein
By [_______________________________]
By:_________________________________
Name:
Title:
Accepted:
COMCAST CABLE
COMMUNICATIONS, INC.
By:_________________________
Name:
Title:
UNDERWRITING AGREEMENT
(Prepaid Purchase Contracts)
__________, 199_
Comcast Cable Communications, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
Comcast Cable Communications, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell [number and title of purchase contracts] Purchase
Contracts (the "Offered Securities"). The Offered Securities are to be issued
pursuant to the provisions of the [Senior Debt Indenture] [Subordinated Debt
Indenture].
Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the aggregate number of Offered
Securities set forth below opposite their names at a purchase price of
per Offered Security, (the "Purchase Price").
Number of
Offered Securities
Underwriter To Be Purchased
[Insert syndicate list]
______________
Total......
==============
The Underwriters will pay for the Offered Securities upon
delivery thereof at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time) on ,
199_, or at such other time, not later than 5:00 p.m. (New York time) on
, 199_, as shall be designated by us. The time and date of such
payment and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the
Prospectus dated [_____], 1998, and the Prospectus Supplement dated
, 199_, including the following:
Terms of Offered Securities
Designation of the Series of Purchase Contracts: [Purchase][Sale]
Purchase Contracts
Purchase Contract Property:
Aggregate Number of Purchase Contracts:
Price to Public:
Settlement Date:
[Purchase/Sale] Price of Purchase Contract Property
Form:
Other Terms:
Capitalized terms used above and not defined herein shall have
the meanings set forth in the Prospectus and Prospectus Supplement referred to
above.
Except as set forth below, all provisions contained in the
document entitled Comcast Cable Communications, Inc. Underwriting Agreement
Standard Provisions (Debt Securities, Warrants, Purchase Contracts and Units)
dated [_____], 1998 (the "Standard Provisions"), a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is
not an Offered Security shall not be deemed to be a part of this Agreement and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below.
Very truly yours,
[Name of Other Lead Managers]
On behalf of themselves and the other
Underwriters named herein
By [_________________________]
By:____________________________________
Name:
Title:
Accepted:
COMCAST CABLE
COMMUNICATIONS, INC.
By:____________________________
Name:
Title:
UNDERWRITING AGREEMENT
(Units)
__________, 199_
Comcast Cable Communications, Inc.
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▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that
Comcast Cable Communications, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell [number and title of units] Units (the "Offered
Securities") consisting of [$ aggregate principal amount of %
Notes Due ] [number and title of Warrants] [number and title of
Purchase Contracts]. The Offered Securities are to be issued pursuant to the
provisions of a Unit Agreement (the "Unit Agreement") dated as of [
] among the Company, [_________________], as Agent, and the holders
from time to time of the Units. [The Notes included in the Offered Securities
will be issued pursuant to the [specify the indenture].] [The Warrants
included in the Offered Securities will be issued pursuant to the [specify the
warrant agreement.]] [The Purchase Contracts included in the Offered
Securities will be issued pursuant to the Unit Agreement.]
Subject to the terms and conditions set forth or incorporated
by reference herein, the Company hereby agrees to sell and the Underwriters
agree to purchase, severally and not jointly, the aggregate number of Offered
Securities set forth below opposite their names at a purchase price of
, plus accrued interest, if any, from to the date of payment and
delivery (the "Purchase Price").
Number of
Offered Securities
Underwriter To Be Purchased
[Insert syndicate list]
______________
Total......
==============
The Underwriters will pay for the Offered Securities upon
delivery thereof at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m. (New York time) on
199_, or at such other time, not later than 5:00 p.m. (New York time) on
199_, as shall be designated by us. The time and date of such payment
and delivery are hereinafter referred to as the Closing Date.
The Offered Securities shall have the terms set forth in the
Prospectus dated [_____], 1998, and the Prospectus Supplement dated
, 199_, including the following:
Terms of Debt Securities
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates: _________________,
commencing ____________ (Interest accrues from ____________)
Form and Denomination:
Ranking:
Other Terms:
Terms of Warrants
Designation of the Series of Warrants: [Call] [Put] Warrants
Warrant Property:
Aggregate Number of Warrants:
Warrant Exercise Price:
Dates upon which Warrants may be exercised:
Expiration Date:
Currency in which exercise payments shall be made:
[Maximum number of Warrants exercisable on any day:]
Formula for determining Cash Settlement Value:
Exchange Rate (or method of calculation):
Other Terms:
Terms of Purchase Contracts
Designation of the Series of Purchase Contracts:
[Purchase][Sale] Purchase Contracts
Purchase Contract Property:
Aggregate Number of Purchase Contracts:
Price to Public:
Settlement Date:
[Purchase/Sale] Price of Purchase Contract Property
Form:
Other Terms:
Capitalized terms used above and not defined herein shall have
the meanings set forth in the Prospectus and Prospectus Supplement referred to
above.
Except as set forth below, all provisions contained in the
document entitled Comcast Cable Communications, Inc. Underwriting Agreement
Standard Provisions (Debt Securities, Warrants, Purchase Contracts and Units)
dated [_____], 1998 (the "Standard Provisions"), a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is
not an Offered Security shall not be deemed to be a part of this Agreement and
(iii) all references in such document to a type of agreement that has not been
entered into in connection with the transactions contemplated hereby shall not
be deemed to be a part of this Agreement.
Please confirm your agreement by having an authorized officer
sign a copy of this Agreement in the space set forth below.
Very truly yours,
[Name of Lead Managers]
On behalf of themselves and the other
Underwriters named herein
By [________________________]
By:____________________________________
Name:
Title:
Accepted:
COMCAST CABLE
COMMUNICATIONS, INC.
By:______________________________
Name:
Title:
COMCAST CABLE COMMUNICATIONS, INC.
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES, WARRANTS, PURCHASE CONTRACTS AND UNITS)
[_____], 1998
From time to time, Comcast Cable Communications, Inc., a
Delaware corporation (the "Company"), may enter into one or more underwriting
agreements that provide for the sale of designated securities to the several
underwriters named therein. The standard provisions set forth herein may be
incorporated by reference in any such underwriting agreement (an "Underwriting
Agreement"). The Underwriting Agreement, including the provisions
incorporated therein by reference, is herein referred to as this Agreement.
Terms defined in the Underwriting Agreement are used herein as therein
defined.
The Company proposes to issue from time to time (a) its debt
securities ("Debt Securities"), (b) warrants to purchase Debt Securities
("Warrants") and (c) purchase contracts ("Purchase Contracts") requiring the
holders thereof to purchase or sell (i) securities of an entity unaffiliated
with the Company, a basket of such securities, an index or indices of such
securities or any combination of the above, (ii) currencies or composite
currencies or (iii) commodities. Debt Securities, Purchase Contracts and
Warrants or any combination thereof may be offered in the form of Units
("Units"). As used herein, the term "Debt Securities" includes prepaid
Purchase Contracts.
The Company has filed with the Securities and Exchange
Commission (the "Commission") a registration statement including a prospectus
relating to the Debt Securities, Warrants, Purchase Contracts and Units
(collectively, the "Securities") and has filed with, or transmitted for filing
to, or shall promptly after the date of the Underwriting Agreement file with
or transmit for filing to, the Commission a prospectus supplement (the
"Prospectus Supplement") pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Securities Act"), specifically relating to the
Securities offered pursuant to this Agreement (the "Offered Securities"). The
term Registration Statement means the registration statement as amended to the
date of the Underwriting Agreement. The term Basic Prospectus means the
prospectus included in the Registration Statement. The term Prospectus means
the Basic Prospectus together with the Prospectus Supplement. The term
preliminary prospectus means a preliminary prospectus supplement specifically
relating to the Offered Securities, together with the Basic Prospectus. As
used herein, the terms "Basic Prospectus", "Prospectus" and "preliminary
prospectus" shall include in each case the documents, if any, incorporated by
reference therein. The terms "supplement", "amendment" and "amend" as used
herein shall include all documents deemed to be incorporated by reference in
the Prospectus that are filed subsequent to the date of the Basic Prospectus
by the Company with the Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act"). If the Company has filed an
abbreviated registration statement to register additional Debt Securities and
Debt Warrants pursuant to Rule 462(b) under the Securities Act (the "Rule 462
Registration Statement"), then any reference herein to the term "Registration
Statement" shall be deemed to include such Rule 462 Registration Statement.
The term "Contract Securities" means the Offered Securities, if
any, to be purchased pursuant to the delayed delivery contracts substantially
in the form of Schedule I hereto, with such changes therein as the Company may
approve (the "Delayed Delivery Contracts"). The term "Underwriters'
Securities" means the Offered Securities other than Contract Securities.
1. Representations and Warranties. The Company represents and
warrants to each of the Underwriters as of the date of the Underwriting
Agreement:
(a) The Registration Statement has become effective; no stop
order suspending the effectiveness of the Registration Statement is in
effect, and no proceedings for such purpose are pending before or
threatened by the Commission.
(b) (i) Each document, if any, filed or to be filed pursuant to
the Exchange Act and incorporated by reference in the Prospectus complied
or will comply when so filed in all material respects with the Exchange Act
and the applicable rules and regulations of the Commission thereunder, each
part of the Registration Statement, when such part became effective, did
not contain and each such part, as amended or supplemented, if applicable,
will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, the Registration Statement and the
Prospectus comply, and, as amended or supplemented, if applicable, will
comply, in all material respects with the Securities Act and the applicable
rules and regulations of the Commission thereunder and the Prospectus does
not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that the
representations and warranties set forth in this Section 1(b) do not apply
to statements or omissions in the Registration Statement or the Prospectus
based upon information concerning any Underwriter furnished to the Company
in writing by such Underwriter through the Manager expressly for use
therein or to those parts of the Registration Statement that constitute the
Statements of Eligibility (Form T-1) under the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act"), of the trustees referred to in the
Registration Statement.
(c) The Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the State of Delaware,
has the corporate power and authority to own its property and to conduct
its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires
such qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse effect
on the Company and its consolidated subsidiaries, taken as a whole.
(d) Each subsidiary of the Company has been duly incorporated,
is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and authority to
own its property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or
leasing of property requires such qualification, except to the extent that
the failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its consolidated subsidiaries,
taken as a whole.
(e) This Agreement has been duly authorized, executed and
delivered by the Company.
(f) Each of the Indenture dated as of May 1, 1997, the "Senior
Debt Indenture"), and the Subordinated Debt Indenture dated as of [_____],
1998, the "Subordinated Debt Indenture"), has been duly qualified under the
Trust Indenture Act and has been duly authorized, executed and delivered by
the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting creditors' rights
generally and is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at
law.
(g) The Warrant Agreement, if any, has been duly authorized,
executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium and other similar laws affecting
creditors' rights generally and is subject to general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
(h) The Unit Agreement, if any, has been duly authorized,
executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, liquidation, moratorium and other similar laws affecting
creditors' rights generally and is subject to general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.
(i) The Offered Securities have been duly authorized and, when
executed and authenticated in accordance with the provisions of the
relevant Indenture, the Warrant Agreement and the Unit Agreement, as the
case may be, and delivered to and paid for by the Underwriters in
accordance with the terms of the Underwriting Agreement, in the case of the
Underwriters' Securities, or by institutional investors in accordance with
the terms of the Delayed Delivery Contracts, in the case of Contract
Securities, and upon exercise of the Warrants pursuant to the Warrant
Agreement, in the case of Warrant Securities, will be entitled to the
benefits of the relevant Indenture, the Warrant Agreement, and the Unit
Agreement, as the case may be, and will be valid and legally binding
obligations of the Company, in each case enforceable in accordance with
their respective terms except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and is subject to
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
(j) The Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and are valid and binding
agreements of the Company, enforceable in accordance with their respective
terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and other similar laws
affecting creditors' rights generally and is subject to general principles
of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law.
(k) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement, the
Senior Debt Indenture, the Subordinated Debt Indenture, the Offered
Securities, any Delayed Delivery Contracts, the Warrant Agreement and the
Unit Agreement, if any, will not contravene any provision of applicable law
or the certificate of incorporation or by-laws of the Company or any
agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its consolidated
subsidiaries, taken as a whole, or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the Company or
any of its consolidated subsidiaries, and no consent, approval,
authorization or order of, or qualification with, any governmental body or
agency is required for the performance by the Company of its obligations
under this Agreement, the Senior Debt Indenture, the Subordinated Debt
Indenture, the Offered Securities, any Delayed Delivery Contract, the
Warrant Agreement and the Unit Agreement, if any, except such as may be
required by the securities or blue sky laws of the various states in
connection with the offer and sale of the Offered Securities; provided,
however, that no representation is made as to whether the purchase of the
Offered Securities constitutes a "prohibited transaction" under Section 406
of the Employee Retirement Income Security Act of 1974, as amended, or
Section 4975 of the Internal Revenue Code of 1986, as amended.
(l) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus (exclusive of any amendments or supplements
thereto effected subsequent to the date of the Underwriting Agreement).
(m) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its consolidated subsidiaries is
a party or to which any of the properties of the Company or any of its
consolidated subsidiaries is subject that are required to be described in
the Registration Statement or the Prospectus and are not so described or
any statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to be
filed or incorporated by reference as exhibits to the Registration
Statement that are not described, filed or incorporated as required.
(n) Each of the Company and its consolidated subsidiaries has
all necessary consents, authorizations, approvals, orders, certificates and
permits of and from, and has made all declarations and filings with, all
federal, state, local and other governmental authorities, all self-
regulatory organizations and all courts and other tribunals, to own, lease,
license and use its properties and assets and to conduct its business in
the manner described in the Prospectus, except to the extent that the
failure to obtain or file would not have a material adverse effect on the
Company and its consolidated subsidiaries, taken as a whole.
(o) The Company has complied with all provisions of Section
517.075, Florida Statutes relating to doing business with the Government of
Cuba or with any person or affiliate located in Cuba.
(p) The Company is not and, after giving effect to the offering
and sale of the Offered Securities and the application of the proceeds
thereof as described in the Prospectus, will not be an "investment company"
as such term is defined in the Investment Company Act of 1940, as amended.
2. Delayed Delivery Contracts. If the Prospectus provides
for sales of Offered Securities pursuant to Delayed Delivery Contracts, the
Company hereby authorizes the Underwriters to solicit offers to purchase
Contract Securities on the terms and subject to the conditions set forth in
the Prospectus pursuant to Delayed Delivery Contracts. Delayed Delivery
Contracts may be entered into only with institutional investors approved by
the Company of the types set forth in the Prospectus. On the Closing Date,
the Company will pay to the Manager as compensation for the accounts of the
Underwriters the commission set forth in the Underwriting Agreement in
respect of the Contract Securities. The Underwriters will not have any
responsibility in respect of the validity or the performance of any Delayed
Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts
with institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; and such reduction shall be applied to the commitment
of each Underwriter pro rata in proportion to the amount of Offered Securities
set forth opposite such Underwriter's name in the Underwriting Agreement,
except to the extent that the Manager determines that such reduction shall be
applied in other proportions and so advises the Company; provided, however,
that the total amount of Offered Securities to be purchased by all
Underwriters shall be the aggregate amount set forth above, less the aggregate
amount of Contract Securities.
3. Public Offering. The Company is advised by the Manager
that the Underwriters propose to make a public offering of their respective
portions of the Underwriters' Securities as soon after this Agreement has
been entered into as in the Manager's judgment is advisable. The terms of
the public offering of the Underwriters' Securities are set forth in the
Prospectus.
4. Purchase and Delivery. Except as otherwise provided in
this Section 4, payment for the Underwriters' Securities shall be made to
the Company in Federal or other funds immediately available in New York
City at the time and place set forth in the Underwriting Agreement, upon
delivery to the Manager for the respective accounts of the several
Underwriters of the Underwriters' Securities registered in such names and
in such denominations as the Manager shall request in writing not less than
one full business day prior to the date of delivery, with any transfer
taxes payable in connection with the transfer of the Underwriters'
Securities to the Underwriters duly paid.
5. Conditions to Closing. The several obligations of the
Underwriters hereunder are subject to the following conditions:
(a) Subsequent to the execution and delivery of the
Underwriting Agreement and prior to the Closing Date,
(i) there shall not have occurred any downgrading, nor
shall any notice have been given of any intended or
potential downgrading or of any review for a possible change
that does not indicate the direction of the possible change,
in the rating accorded the Company or any of the Company's
securities by any "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule
436(g)(2) under the Securities Act;
(ii) there shall not have occurred any change, or any
development involving a prospective change, in the
condition, financial or otherwise, or in the earnings,
business or operations of the Company and its consolidated
subsidiaries, taken as a whole, from that set forth in the
Prospectus (exclusive of any amendments or supplements
thereto effected subsequent to the execution and delivery of
the Underwriting Agreement), that, in the judgment of the
Manager, is material and adverse and that makes it, in the
judgment of the Manager, impracticable to market the Offered
Securities on the terms and in the manner contemplated in
the Prospectus; and
(iii) the Manager shall have received on the Closing Date
a certificate, dated the Closing Date and signed by an
executive officer of the Company, to the effect set forth in
clause (i) above and to the effect that the representations
and warranties of the Company contained in this Agreement
are true and correct as of the Closing Date and that the
Company has complied with all of the agreements and
satisfied all of the conditions on its part to be performed
or satisfied on or before the Closing Date.
The officer signing and delivering such certificate may
rely upon the best of his knowledge as to proceedings
threatened.
(b) The Manager shall have received on the Closing Date an
opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel to the Company, dated the Closing
Date, to the effect that:
(i) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the State of Delaware, with the power and authority to own
its properties and conduct its business as described in the
Prospectus;
(ii) this Agreement has been duly authorized, executed and
delivered by the Company;
(iii) each of the Senior Debt Indenture and the Subordinated
Debt Indenture has been duly qualified under the Trust
Indenture Act and (assuming the due execution and delivery
thereof by the Trustee) is a valid and binding agreement of
the Company, enforceable in accordance with its terms except
as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and
is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in
equity or at law;
(iv) the Warrant Agreement, if any, has been duly
authorized, executed and delivered by the Company and
(assuming the due execution and delivery thereof by the
Warrant Agent) is a valid and binding agreement of the
Company, enforceable in accordance with its terms except as
the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and
is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in
equity or at law;
(v) the Unit Agreement, if any, has been duly authorized,
executed and delivered by the Company and (assuming the due
execution and delivery thereof by the Agent) is a valid and
binding agreement of the Company, enforceable in accordance
with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting
creditors' rights generally and is subject to general
principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at
law;
(vi) the Offered Securities have been duly authorized and,
when executed and authenticated in accordance with the
provisions of the relevant Indenture, the Warrant Agreement
and the Unit Agreement, as the case may be, and delivered to
and paid for by the Underwriters in accordance with the
terms of the Underwriting Agreement, in the case of the
Underwriters' Securities, or by institutional investors in
accordance with the terms of the Delayed Delivery Contracts,
in the case of the Contract Securities and upon exercise of
the Warrants pursuant to the Warrant Agreement, in the case
of Warrant Securities, will be entitled to the benefits of
the relevant Indenture, the Warrant Agreement and the Unit
Agreement, as the case may be, and will be valid and binding
obligations of the Company, in each case enforceable in
accordance with their respective terms except as the
enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, liquidation, moratorium and
other similar laws affecting creditors' rights generally and
is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in
equity or at law;
(vii) the Delayed Delivery Contracts, if any, have been duly
authorized, executed and delivered by the Company and
(assuming the due execution and delivery thereof by the
institutional investors party thereto) are valid and binding
agreements of the Company enforceable in accordance with
their respective terms except as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization,
liquidation, moratorium and other similar laws affecting
creditors' rights generally and is subject to general
principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at
law;
(viii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this
Agreement, the Senior Debt Indenture, the Subordinated Debt
Indenture, the Offered Securities, any Delayed Delivery
Contracts, the Warrant Agreement and the Unit Agreement, if
any, will not contravene any provisions of applicable law or
the certificate of incorporation or by-laws of the Company
and will not contravene any provision of applicable law of
the United States (except with respect to laws relating
specifically to the cable communications industry, as to
which such counsel is not called upon to express any
opinion) or New York; and no consent, approval or
authorization or order of or qualification with any
governmental body or agency of the United States (except any
consents, approvals, authorizations, orders, registrations
or qualifications relating specifically to the cable
communications industry, as to which such counsel is not
called upon to express any opinion) is required for the
performance by the Company of its obligations under this
Agreement, the Senior Debt Indenture, the Subordinated Debt
Indenture, the Offered Securities, any Delayed Delivery
Contracts, the Warrant Agreement and the Unit Agreement, if
any, except such as may be required by the securities or
blue sky laws of the various states in connection with the
offer and sale of the Offered Securities;
(ix) the statements (1) in the Prospectus under the
captions "Description of the Senior Debt Securities and
Subordinated Debt Securities", "Description of Debt
Warrants", "Description of Purchase Contracts", "Description
of Units" and "Plan of Distribution", (2) in the
Registration Statement under Item 15, in each case insofar
as such statements constitute summaries of the legal
matters, documents or proceedings referred to therein,
fairly present the information called for with respect to
such legal matters, documents and proceedings and fairly
summarize the matters referred to therein; and
(x) such counsel (1) is of the opinion that each document,
if any, filed pursuant to the Exchange Act and incorporated
by reference in the Registration Statement and the
Prospectus (except as to financial statements and schedules
included therein as to which such counsel need not express
any opinion) complied when so filed as to form in all
material respects with the Exchange Act and the applicable
rules and regulations of the Commission thereunder, (2) has
no reason to believe that any part of the Registration
Statement (except as to financial statements and schedules
included therein, as to which such counsel need not express
any belief, and except for that part of the Registration
Statement that constitutes Forms T-1), on the date such part
became effective contained, and the Registration Statement
(except as to financial statements and schedules included
therein, as to which such counsel need not express any
belief, and except for the part of the Registration
Statement that constitutes Forms T-1) as of the date such
opinion is delivered contains any untrue statement of a
material fact or omitted or omits to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, (3) is of the opinion
that the Registration Statement and Prospectus (except as to
financial statements and schedules included therein, as to
which such counsel need not express any opinion) comply as
to form in all material respects with the Securities Act and
the applicable rules and regulations of the Commission
thereunder and (4) has no reason to believe that the
Prospectus (except as to financial statements and schedules
included therein as to which such counsel need not express
any belief) as of the date such opinion is delivered
contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading.
(c) The Manager shall have received on the Closing Date an
opinion of ▇▇▇▇▇▇ ▇. Block, Esquire, Senior Deputy General Counsel of the
Company (or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire, Deputy General Counsel of the
Company), dated the Closing Date, to the effect that:
(i) The Company has been duly qualified as a foreign
corporation for the transaction of business and is in good
standing under the laws of each other jurisdiction in which
it owns or leases properties or conducts any business so as
to require such qualification (except where the failure to
so qualify would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole) (such
counsel being entitled to rely in respect of the opinion in
this clause upon opinions of local counsel and in respect of
matters of fact upon certificates of officer of the Company;
provided that such counsel shall state that he believes that
both you and he are justified in relying upon such opinions
and certificates);
(ii) Each subsidiary listed on Schedule II hereto, which
subsidiaries constitute all of the material subsidiaries of
the Company (the "Material Subsidiaries"), has been duly
incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of
incorporation and all of the issued shares of capital stock
of each such Material Subsidiary have been duly and validly
authorized and issued, are fully paid and non-assessable,
and (except for directors' qualifying shares and except as
otherwise set forth in the Prospectus) are owned directly or
indirectly by the Company, free and clear of all liens,
encumbrances, equities or claims (such counsel being
entitled to rely in respect of the opinion in this clause
upon opinions of local counsel and in respect of maters of
fact upon certificates of officer of the Company or its
subsidiaries, provided that such counsel shall state that he
believes that both you and he are justified in relying upon
such opinions and certificates);
(iii) To the best of such counsel's knowledge and other
than as set forth or incorporated by reference in the
Prospectus, there are no legal or governmental proceedings
pending to which the Company or any of its subsidiaries is a
party or of which any property of the Company or any of its
subsidiaries is the subject which, if determined adversely
to the Company or any of its subsidiaries, would,
individually or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a
whole; and to the best of such counsel's knowledge, no such
proceedings are threatened or contemplated by governmental
authorities or threatened by others;
(iv) The Company and its subsidiaries have good and
marketable title in fee simple to all real property owned by
them, in each case free and clear of all liens, encumbrances
and defects except such as are described in the Prospectus
or such as would not have material adverse effect on the
Company and its subsidiaries, taken as a whole (in giving
the opinion in this clause, such counsel may state that no
examination of record titles for the purpose of such opinion
has been made, and that they are relying upon a general
review of the titles of the Company and its subsidiaries,
upon opinions of local counsel and abstracts, reports and
policies of title companies rendered or issued at or
subsequent to the time of acquisition of such property by
the Company or its subsidiaries, upon opinions of counsel to
the lessors of such property and, in respect of matters of
fact, upon certificates of officers of the Company or its
subsidiaries, provided that such counsel shall state that he
believes that both you and he are justified in relying upon
such opinions, abstracts, reports, policies and
certificates);
(v) Neither the Company nor any of its subsidiaries is
(x) in violation of its certificate of incorporation or by-
laws or (y) in default in the performance or observance of
any obligation, covenant or condition contained in any
agreement or other instrument binding upon the Company or
any of its subsidiaries that is material to the Company and
its subsidiaries, taken as a whole, except to the extent
that such default would not, individually or in the
aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole;
(vi) Subject to such qualification as may be set forth
in the Prospectus, the Company and its subsidiaries have,
and are in compliance with, such franchises, and to the best
knowledge of such counsel after reasonable investigation,
such licenses and authorizations, as are necessary to own
their cable communications properties and to conduct their
cable communications business in the manner described in the
Prospectus, except where the failure to have, or comply
with, such franchises, licenses and authorizations would not
have a material adverse effect on the Company and its
subsidiaries, taken as a whole, and such franchises,
licenses and authorizations contain no materially burdensome
restrictions not adequately described in the Prospectus,
which restrictions would have a material adverse effect on
the Company and its subsidiaries, taken as a whole;
(vii) The execution and delivery by the Company of, and
the performance by the Company of its obligations under,
this Agreement, the Senior Debt Indenture, the Subordinated
Debt Indenture, the Offered Securities, any Delayed Delivery
Contracts, Warrant Agreement and the Unit Agreement, if any,
will not conflict with result in a breach or violation of
any of the terms or provisions of, or constitute a default
under, any agreement or other instrument binding upon the
Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, known to
such counsel or any judgment, order or decree of any
governmental body, agency or court having jurisdiction over
the Company or any subsidiary (other than laws relating
specifically to the cable communications industry, as to
which such counsel is not called upon to express any
opinion), except to the extent that such conflict, breach,
violation or default would not, individually or in the
aggregate, have a material adverse effect on the Company and
its subsidiaries, taken as a whole;
(viii) No consent, approval, authorization, order,
registration or qualification of or with any such court or
governmental agency or body is required for the performance
by the Company of its obligations under this Agreement, the
Senior Debt Indenture, the Subordinated Debt Indenture, the
Offered Securities, any Delayed Delivery Contracts, the
Warrant Agreement and the Unit Agreement, if any, except
such consents, approvals, authorizations, registrations or
qualifications (x) as may be required under state securities
or Blue Sky laws in connection with the purchase and
distribution of the Securities by the Underwriters or (y)
relate specifically to the cable communications industry, as
to which such counsel is not called upon to express any
opinion; and
(ix) Such counsel (1) is of the opinion that each
document, if any, filed pursuant to the Exchange Act and
incorporated by reference in the Registration Statement and
the Prospectus (except as to financial statements and
schedules included therein as to which such counsel need not
express any opinion) complied when so filed as to form in
all material respects with the Exchange Act and the
applicable rules and regulations of the Commission
thereunder, (2) has no reason to believe that any part of
the Registration Statement (except as to financial
statements and schedules included therein, as to which such
counsel need not express any belief, and except for that
part of the Registration Statement that constitutes Forms T-1),
on the date such part became effective contained, and
the Registration Statement (except as to financial
statements and schedules included therein, as to which such
counsel need not express any belief, and except for the part
of the Registration Statement that constitutes Forms T-1) as
of the date of the Underwriting Agreement contains any
untrue statement of a material fact or omitted or omits to
state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (3)
is of the opinion that the Registration Statement and
Prospectus (except as to financial statements and schedules
included therein, as to which such counsel need not express
any opinion) comply as to form in all material respects with
the Securities Act and the applicable rules and regulations
of the Commission thereunder and (4) has no reason to
believe that the Prospectus (except as to financial
statements and schedules included therein as to which such
counsel need not express any belief) as of the date such
opinion is delivered contains any untrue statement of a
material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
(d) The Manager shall have received on the Closing Date an opinion
of Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLLC special communications counsel for the
Company, dated the Closing Date, to the effect that:
(i) No approval of the Federal Communications
Commission is required for the issuance and sale of the
Offered Securities;
(ii) The statements under the caption "Legislation and
Regulation" in the most recent annual report on Form 10-K,
as supplemented by any reports on Form 10-Q or 8-K filed
subsequent to such annual report on Form 10-K, incorporated
by reference in the Prospectus, insofar as they are, or
refer to, statements of federal communications law or legal
conclusions with respect to federal communications law, have
been reviewed by such counsel and, taken together, present
the information required to make such statements of federal
law or legal conclusions, in light of the circumstances in
which they were made, accurate in all respects material to
the business of the Company as described in the Prospectus;
and
(iii) The execution and delivery by the Company of
this Agreement, the Senior Debt Indenture, the Subordinated
Debt Indenture, the Offered Securities, any Delayed Delivery
Contracts, the Warrant Agreement and the Unit Agreement, if
any, and the fulfillment of the terms set forth therein do
not violate any statute, regulation or other law of the
United States relating specifically to the cable
communications industry or, to such counsel's knowledge, any
order, judgment or decree of any court or governmental body
of the United States relating specifically to the cable
communications industry and applicable to the Company or any
of its subsidiaries, which violation would have a material
adverse effect on the Company and its subsidiaries, taken as
a whole.
(e) The Manager shall have received on the Closing Date an
opinion of [________] special counsel for the Underwriters, dated the Closing
Date, covering the matters referred to in subparagraphs (ii), (iii), (iv),
(v), (vi), (vii), (ix) (but only as to statements in the Prospectus under
"Description of Debt Securities", "Description of Warrants", "Description of
Purchase Contracts", "Description of Units" and "Plan of Distribution"), and
(x) (2), (3) and (4) of paragraph (b) above.
With respect to subparagraph (ix) of paragraph (c) above,
▇▇▇▇▇▇ ▇. Block, Esquire (or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esquire) may state that
his opinion and belief are based upon his participation, or the
participation of someone under his supervision, in the preparation of the
Registration Statement and Prospectus and documents incorporated therein by
reference and review and discussion of the contents thereof, but are
without independent check or verification, except as specified. With
respect to subparagraph (x) of paragraph (b) above, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
and [ ] may state that their opinion and belief are based upon their
participation in the preparation of the Registration Statement and
Prospectus (but not including documents incorporated therein by reference)
and review and discussion of the contents thereof (including documents
incorporated therein by reference), but are without independent check or
verification, except as specified.
(f) The Manager shall have received on the Closing Date a
letter, dated the Closing Date, in form and substance satisfactory to the
Manager, from the Company's independent auditors, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in or incorporated by reference
into the Prospectus; provided that such letter shall use a "cut-off date"
not earlier than the date of the Underwriting Agreement.
6. Covenants of the Company. In further consideration of the
agreements of the Underwriters contained herein, the Company covenants as
follows:
(a) To furnish to the Manager in New York City, without
charge, a conformed copy of the Registration Statement (including exhibits
and all amendments thereto) and for delivery to each other Underwriter a
conformed copy of the Registration Statement (without exhibits thereto) and
to furnish to the Manager in New York City, without charge, prior to 10:00
AM New York City time on the business day next succeeding the date of the
Underwriting Agreement and during the period mentioned in paragraph (c)
below, as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto or to the
Registration Statement as the Manager may reasonably request.
(b) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the Offered Securities, to
furnish to the Manager a copy of each such proposed amendment or supplement
and not to file any such proposed amendment or supplement to which the
Manager reasonably objects, and to file with the Commission within the
applicable period specified in Rule 424(b) under the Securities Act any
prospectus required to be filed pursuant to such Rule.
(c) If, during such period after the first date of the public
offering of the Offered Securities as in the opinion of counsel for the
Underwriters the Prospectus is required by law to be delivered in connection
with sales by an Underwriter or dealer, any event shall occur or condition
exist as a result of which it is necessary to amend or supplement the
Prospectus in order to make the statements therein, in the light of the
circumstances existing when the Prospectus is delivered to a purchaser, not
misleading, or if in the opinion of counsel for the Underwriters, it is
necessary to amend or supplement the Prospectus to comply with law, forthwith
to prepare and furnish, at its own expense, to the Underwriters and to the
dealers (whose names and addresses the Manager will furnish to the Company) to
which Offered Securities may have been sold by the Manager on behalf of the
Underwriters and to any other dealers upon request, either amendments or
supplements to the Prospectus, satisfactory in all respects to the Manager, so
that the statements in the Prospectus as so amended or supplemented will not,
in the light of the circumstances existing when the Prospectus is delivered to
a purchaser, be misleading or so that the Prospectus, as so amended or
supplemented, will comply with law and to cause such amendments or supplements
to be filed promptly with the Commission.
(d) To endeavor to qualify the Offered Securities for offer
and sale under the securities or blue sky laws of such jurisdictions as the
Manager shall reasonably request and to maintain such qualifications for as
long as the Manager shall reasonably request.
(e) To make generally available to the Company's security
holders and to the Manager as soon as practicable an earning statement
covering a twelve month period beginning on the first day of the first full
fiscal quarter after the date of the Underwriting Agreement, which earning
statement shall satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations of the Commission thereunder. If such
fiscal quarter is the first fiscal quarter of the Company's fiscal year,
such earning statement shall be made available not later than 90 days after
the close of the period covered thereby and in all other cases shall be
made available not later than 45 days after the close of the period covered
thereby.
(f) During the period beginning on the date of the
Underwriting Agreement and continuing to and including the Closing Date,
not to offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company, warrants, purchase contracts or units
substantially similar to the Offered Securities (other than (i) the Offered
Securities and (ii) commercial paper issued in the ordinary course of
business), without the prior written consent of the Manager.
(g) Whether or not any sale of Offered Securities is
consummated, to pay all expenses incident to the performance of its
obligations under this Agreement, including: (i) the preparation and
filing of the Registration Statement and the Prospectus and all amendments
and supplements thereto, (ii) the preparation, issuance and delivery of the
Offered Securities, (iii) the fees and disbursements of the Company's
counsel and accountants and of the Trustees and their counsel, (iv) the
qualification of the Offered Securities under securities or blue sky laws
in accordance with the provisions of Section 6(d), including filing fees
and the fees and disbursements of counsel for the Underwriters in
connection therewith and in connection with the preparation of any blue sky
or Legal Investment Memoranda, (v) the printing and delivery to the
Underwriters in quantities as hereinabove stated of copies of the
Registration Statement and all amendments thereto and of the Prospectus and
any amendments or supplements thereto, (vi) the printing and delivery to
the Underwriters of copies of any blue sky or Legal Investment Memoranda,
(vii) any fees charged by rating agencies for the rating of the Offered
Securities, (viii) any expenses incurred by the Company in connection with
a "road show" presentation to potential investors, (ix) all document
production charges of counsel to the Underwriters (but not including their
fees for professional services in connection with the preparation of this
Agreement) and (x) any filing fees in connection with any review of the
offering of the Offered Securities by the National Association of
Securities Dealers, Inc.
7. Indemnification and Contribution. The Company agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) caused by any untrue statement or
allegedly untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any preliminary prospectus or the
Prospectus (as amended or supplemented if the Company shall have furnished any
amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or allegedly untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by such
Underwriter through the Manager expressly for use therein; provided, however,
that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting any such losses, claims, damages or liabilities purchased
Offered Securities, or any person controlling such Underwriter, if a copy of
the Prospectus (as then amended or supplemented if the Company shall have
furnished any amendments or supplements thereto) was not sent or given by or
on behalf of such Underwriter to such person, if required by law so to have
been delivered, at or prior to the written confirmation of the sale of the
Offered Securities to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities.
Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the
Company to each Underwriter, but only with reference to information relating
to such Underwriter furnished to the Company by such Underwriter in writing
through the Manager expressly for use in the Registration Statement, any
preliminary prospectus, the Prospectus or any amendments or supplements
thereto.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and
the indemnifying party, upon request of the indemnified party, shall retain
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party and any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such counsel related to
such proceeding. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by the Manager,
in the case of parties indemnified pursuant to the second preceding paragraph,
and by the Company, in the case of parties indemnified pursuant to the first
preceding paragraph. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by the third sentence of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party
shall not have reimbursed the indemnified party in accordance with such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.
To the extent the indemnification provided for in the first or
second paragraph in this Section 7 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Offered Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company on
the one hand and the Underwriters on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other hand in connection with the offering of the Offered Securities
shall be deemed to be in the same respective proportions as the net proceeds
from the offering of such Offered Securities (before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth in the table on the
cover of the Prospectus Supplement, bear to the aggregate public offering
price of the Offered Securities. The relative fault of the Company and of the
Underwriters shall be determined by reference to, among other things, whether
the untrue or allegedly untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to in the
immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 7, no
Underwriter shall be required to contribute any amount in excess of the amount
by which the total price at which the Offered Securities underwritten by it
and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by reason
of such untrue or allegedly untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' respective obligations to contribute pursuant to this Section 7
are several in proportion to the respective amounts of Offered Securities
purchased by each of such Underwriters and not joint. The remedies provided
for in this Section 7 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or
in equity.
8. Termination. This Agreement shall be subject to
termination by notice given by the Manager to the Company, if (a) after the
execution and delivery of the Underwriting Agreement and prior to the
Closing Date (i) trading generally shall have been suspended or materially
limited on or by, as the case may be, any of the New York Stock Exchange,
the American Stock Exchange, the National Association of Securities
Dealers, Inc., the Chicago Board of Options Exchange, the Chicago
Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any
securities of the Company shall have been suspended on any exchange or in
any over-the-counter market, (iii) a general moratorium on commercial
banking activities in New York shall have been declared by either Federal
or New York State authorities, or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or
any calamity or crisis that, in the judgment of the Manager, is material
and adverse and (b) in the case of any of the events specified in clauses
(a)(i) through (iv), such event, singly or together with any other such
event, makes it, in the judgment of the Manager, impracticable to market
the Offered Securities on the terms and in the manner contemplated in the
Prospectus.
9. Defaulting Underwriters. If on the Closing Date any one
or more of the Underwriters shall fail or refuse to purchase Offered
Securities that it has or they have agreed to purchase on such date, and
the aggregate amount of Offered Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the aggregate amount of the Offered Securities to be
purchased on such date, the other Underwriters shall be obligated severally
in the proportions that the amount of Underwriters' Securities set forth
opposite their respective names above bears to the aggregate amount of
Underwriters' Securities set forth opposite the names of all such non-
defaulting Underwriters, or in such other proportions as the Manager may
specify, to purchase the Underwriters' Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase on
such date; provided that in no event shall the amount of Offered Securities
that any Underwriter has agreed to purchase pursuant to this Agreement be
increased pursuant to this Section 9 by an amount in excess of one-ninth of
such amount of Offered Securities without the written consent of such
Underwriter. If on the Closing Date any Underwriter or Underwriters shall
fail or refuse to purchase Offered Securities and the aggregate amount of
Offered Securities with respect to which such default occurs is more than
one-tenth of the aggregate amount of Offered Securities to be purchased on
such date, and arrangements satisfactory to the Manager and the Company for
the purchase of such Offered Securities are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part
of any non-defaulting Underwriter or the Company. In any such case either
the Manager or the Company shall have the right to postpone the Closing
Date but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in
any other documents or arrangements may be effected. Any action taken
under this paragraph shall not relieve any defaulting Underwriter from
liability in respect of any default of such Underwriter under this
Agreement.
If this Agreement shall be terminated by the Underwriters, or
any of them, because of any failure or refusal on the part of the Company to
comply with the terms or to fulfill any of the conditions of this Agreement,
or if for any reason the Company shall be unable to perform its obligations
under this Agreement, the Company will reimburse the Underwriters or such
Underwriters as have so terminated this Agreement with respect to themselves,
severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in
connection with this Agreement or the offering of the Offered Securities.
10. Representations and Indemnities to Survive. The respective
indemnity and contribution agreements and the representations, warranties and
other statements of the Company, its officers and the Underwriters set forth
in this Agreement will remain in full force and effect, regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its officers or directors or any person controlling the
Company and (iii) acceptance of and payment for any of the Offered Securities.
11. Successors. This Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and
the officers, directors and controlling persons referred to in Section 7,
and no other person will have any right or obligation hereunder.
12. Counterparts. The Underwriting Agreement may be signed
in any number of counterparts, each of which shall be an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument.
13. Applicable Law. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New
York.
14. Headings. The headings of the sections of this
Agreement have been inserted for convenience of reference only and shall
not be deemed a part of this Agreement.
SCHEDULE I
DELAYED DELIVERY CONTRACT
________, 19__
Dear Sirs:
The undersigned hereby agrees to purchase from Comcast Cable
Communications, Inc., a Delaware corporation (the "Company"), and the Company
agrees to sell to the undersigned the Company's securities described in
Schedule A annexed hereto (the "Securities"), offered by the Company's
Prospectus dated , 19__ and Prospectus Supplement dated , 19__,
receipt of copies of which are hereby acknowledged, at a purchase price stated
in Schedule A and on the further terms and conditions set forth in this
agreement. The undersigned does not contemplate selling Securities prior to
making payment therefor.
The undersigned will purchase from the Company Securities in
the principal amount and numbers on the delivery dates set forth in Schedule
A. Each such date on which Securities are to be purchased hereunder is
hereinafter referred to as a "Delivery Date".
Payment for the Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made to the Company in Federal or
other funds immediately available in New York City at 10:00 A.M. (New York
time) on the Delivery Date, upon delivery to the undersigned of the Securities
to be purchased by the undersigned on the Delivery Date, in such denominations
and registered in such names as the undersigned may designate by written or
telegraphic communication addressed to the Company not less than five full
business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make
payment for the Securities on the Delivery Date shall be subject to the
conditions that (1) the purchase of Securities to be made by the undersigned
shall not at the time of delivery be prohibited under the laws of the
jurisdiction to which the undersigned is subject and (2) the Company shall
have sold, and delivery shall have taken place to the underwriters (the
"Underwriters") named in the Prospectus Supplement referred to above of, such
part of the Securities as is to be sold to them. Promptly after completion of
sale and delivery to the Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to such effect, accompanied
by a copy of the opinion of counsel for the Company delivered to the
Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by
any purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this agreement.
This agreement will inure to the benefit of and be binding upon
the parties hereto and their respective successors, but will not be assignable
by either party hereto without the written consent of the other.
If this agreement is acceptable to the Company, it is requested
that the Company sign the form of acceptance below and mail or deliver one of
the counterparts hereof to the undersigned at its address set forth below.
This will become a binding agreement, as of the date first above written,
between the Company and the undersigned when such counterpart is so mailed or
delivered.
This agreement shall be governed by and construed in accordance
with the laws of the State of New York.
Yours very truly,
------------------------------
(Purchaser)
By:___________________________
Name:
Title:
Address:
______________________________________________________________________________
Accepted:
COMCAST CABLE COMMUNICATIONS, INC.
By:________________________________
Name:
Title:
PURCHASER -- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of
the Purchaser with whom details of delivery on the Delivery Date may be
discussed is as follows: (Please print.)
Telephone No.
(including area
Name code) Department
------------------ ----------------- ------------
------------------ ----------------- ------------
------------------ ----------------- ------------
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SCHEDULE A
Securities:
Principal amounts or Numbers to be Purchased:
Purchase Price:
Delivery Dates:
SCHEDULE II
Comcast Holdings, Inc. (DE)
Comcast MHCP Holdings, L.L.C. (DE)
Comcast SCH Holdings, Inc. (CO)
Comcast ▇▇▇▇▇▇, Inc. (DE)
▇▇▇▇▇▇ Communications, Inc. (DE)