Form 8-K
8-K — CHARTER COMMUNICATIONS, INC. /MO/
Accession: 0001104659-26-100972
Filed: 2026-08-26
Period: 2026-08-24
CIK: 0001091667
SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2623711d1_8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (tm2623711d1_ex4-1.htm)
EX-4.2 — EXHIBIT 4.2 (tm2623711d1_ex4-2.htm)
EX-4.3 — EXHIBIT 4.3 (tm2623711d1_ex4-3.htm)
EX-4.4 — EXHIBIT 4.4 (tm2623711d1_ex4-4.htm)
EX-4.5 — EXHIBIT 4.5 (tm2623711d1_ex4-5.htm)
EX-4.6 — EXHIBIT 4.6 (tm2623711d1_ex4-6.htm)
EX-4.7 — EXHIBIT 4.7 (tm2623711d1_ex4-7.htm)
EX-4.8 — EXHIBIT 4.8 (tm2623711d1_ex4-8.htm)
EX-4.9 — EXHIBIT 4.9 (tm2623711d1_ex4-9.htm)
EX-4.10 — EXHIBIT 4.10 (tm2623711d1_ex4-10.htm)
EX-4.11 — EXHIBIT 4.11 (tm2623711d1_ex4-11.htm)
EX-4.12 — EXHIBIT 4.12 (tm2623711d1_ex4-12.htm)
EX-4.13 — EXHIBIT 4.13 (tm2623711d1_ex4-13.htm)
EX-4.14 — EXHIBIT 4.14 (tm2623711d1_ex4-14.htm)
EX-4.15 — EXHIBIT 4.15 (tm2623711d1_ex4-15.htm)
EX-4.16 — EXHIBIT 4.16 (tm2623711d1_ex4-16.htm)
EX-4.17 — EXHIBIT 4.17 (tm2623711d1_ex4-17.htm)
EX-4.18 — EXHIBIT 4.18 (tm2623711d1_ex4-18.htm)
EX-4.19 — EXHIBIT 4.19 (tm2623711d1_ex4-19.htm)
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8-K — FORM 8-K
8-K (Primary)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 24, 2026
Charter Communications, Inc.
CCO Holdings, LLC
CCO Holdings Capital Corp.
(Exact
name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
001-33664
84-1496755
001-37789
86-1067239
333-112593-01
20-0257904
(Commission File Number)
(I.R.S. Employer Identification Number)
400 Washington Blvd.
Stamford, Connecticut 06902
(Address of principal executive offices including
zip code)
(203) 905-7801
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Class A Common Stock, $.001 Par Value
CHTR
NASDAQ Global Select Market
Series A Cumulative Redeemable Preferred Stock, $.001 Par Value
CHTRP
NASDAQ Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b- 2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Co-Registrant CIK
0001271833
Co-Registrant Amendment Flag
false
Co-Registrant Form Type
8-K
Co-Registrant DocumentPeriodEndDate
2026-08-25
Incorporate State Country Code
Delaware
Co-Registrant Written Communications
false
Co-Registrant Solicitating Materials
false
Co-Registrant PreCommencement Tender Offer
false
Co-Registrant PreCommencement Issuer Tender Offer
false
Co-Registrant AddressLine1
400 Washington Blvd.
Co-Registrant City or Town
Stamford
Co-Registrant State
Connecticut
Co-Registrant Postal Zip code
06901
Co-Registrant City area code
203
Co-Registrant Local Phone number
905-7801
Co-Registrant Emerging Growth Company
false
Co-Registrant CIK
0001271834
Co-Registrant Amendment Flag
false
Co-Registrant Form Type
8-K
Co-Registrant DocumentPeriodEndDate
2026-08-25
Incorporate State Country Code
Delaware
Co-Registrant Written Communications
false
Co-Registrant Solicitating Materials
false
Co-Registrant PreCommencement Tender Offer
false
Co-Registrant PreCommencement Issuer Tender Offer
false
Co-Registrant AddressLine1
400 Washington Blvd.
Co-Registrant City or Town
Stamford
Co-Registrant State
Connecticut
Co-Registrant Postal Zip code
06901
Co-Registrant City area code
203
Co-Registrant Local Phone number
905-7801
Co-Registrant Emerging Growth Company
false
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously reported, on August 19, 2026, Charter Communications,
Inc. (“Charter”) and its subsidiaries completed the transactions (the “Transaction”) contemplated by the Transaction
Agreement, dated as of May 16, 2025, by and among Charter, Charter Communications Holdings, LLC and Cox Enterprises, Inc. (“Cox
Enterprises”), pursuant to which Charter acquired the commercial fiber and managed IT and cloud services businesses of Cox Communications,
LLC (formerly known as Cox Communications, Inc., “Cox Communications”) and Cox Enterprises contributed the residential cable
business of Cox Communications to Charter Communications Operating, LLC (“CCO”). In connection with the closing of the Transaction,
Charter and its subsidiaries entered into the following supplemental indentures to add certain subsidiaries of Cox Enterprises and Charter
as additional guarantors and grant security interests in collateral.
Pursuant to the requirements of the Amended and Restated Credit
Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019 (as amended by Amendment No. 1, dated as of
October 24, 2019, as further amended by Amendment No. 2, dated as of May 26, 2022, as further amended by Amendment No. 3, dated as
of February 10, 2023, as further amended by Amendment No. 4, dated as of March 23, 2023, as further amended by Amendment No. 5,
dated as of December 7, 2023, as further amended by Amendment No. 6, dated as of December 3, 2024, as further amended by Amendment
No. 7, dated as of May 6, 2026 and as may be further amended, amended and restated, supplemented, restated or otherwise modified
from time to time, the “Charter Credit Agreement”), by and among CCO Holdings, LLC, as holdings, CCO, as borrower, the
lenders party thereto and Bank of America, N.A. (“BofA”), as administrative agent, on August 24, 2026, certain Cox entities became
guarantors of and granted liens on substantially all of the assets and pledges of equity interest directly owned by them as
collateral to secure the obligations under the Charter Credit Agreement by executing, among other things, an assumption agreement with BofA. Such Cox entities have also become guarantors under each
of the indentures described below and have granted liens on such assets as collateral to secure the obligations under such
indentures. With respect to the Cox Indenture (as defined below), the current guarantors of Charter’s secured debt, including
the Charter Credit Agreement, the CCO Indenture (as defined below), the TWC Indenture (as defined below) and the TWCE Indenture (as
defined below), have become guarantors of the Cox Indenture and have granted liens on such assets that constitute collateral under
Charter’s secured debt to secure the obligations under the Cox Indenture.
As a result, each series of secured notes across
the combined Charter and Cox capital structure benefits from the same collateral and obligors, such that the obligations under the notes
issued under the CCO Indenture, the TWC Indenture, the TWCE Indenture and the Cox Indenture and the obligations under the Charter Credit
Agreement are guaranteed and secured on a pari passu basis.
CCO Thirtieth Supplemental Indenture.
CCO, Charter Communications Operating Capital Corp. (together
with CCO, the “Issuers”), the new guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as
trustee and collateral agent, entered into a Thirtieth Supplemental Indenture, entered into and dated as of August 24, 2026, to the
Indenture, dated as of July 23, 2015, as previously supplemented (the “CCO Indenture”), to, among other things, add
certain Cox entities as note guarantors. The foregoing description does not purport to be complete and is qualified in its entirety
by reference to Exhibit 4.1 hereto.
Cox Twenty-Third Supplemental Indenture.
Cox Communications, the new guarantors party thereto and The Bank
of New York Mellon Trust Company, N.A., as trustee and collateral agent, entered into a Twenty-Third Supplemental Indenture, entered
into and dated as of August 24, 2026, to the Indenture, entered into and dated as of June 27, 1995, as previously supplemented (the
“Cox Indenture”), to add certain Charter subsidiaries and Cox entities as note guarantors. The foregoing description
does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.2 hereto. The Cox Indenture, including
supplements thereto, is filed as Exhibits 4.7 through 4.19.
TWC Eleventh Supplemental Indenture.
Time Warner Cable, LLC (“TWC”), the new guarantors
party thereto and The Bank of New York Mellon, as trustee, entered into an Eleventh Supplemental Indenture, dated as of August 24,
2026, to the Indenture, entered into and dated as of April 9, 2007, as previously supplemented (the “TWC Indenture”),
to, among other things, add certain Cox entities as note guarantors. The foregoing description does not purport to be complete and
is qualified in its entirety by reference to Exhibit 4.3 hereto.
2
TWCE Twentieth Supplemental Indenture.
Time Warner Cable Enterprises LLC (“TWCE”), the new
guarantors party thereto and The Bank of New York Mellon, as trustee, entered into a Twentieth Supplemental Indenture, entered into
and dated as of August 24, 2026, to the Indenture, dated as of April 30, 1992, as previously supplemented (the “TWCE
Indenture”), to, among other things, add certain Cox entities as additional guarantors. The foregoing description does not
purport to be complete and is qualified in its entirety by reference to Exhibit 4.4 hereto.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
The information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated into this Item 2.03 by reference. In connection with the Transaction, certain Cox entities have guaranteed the
outstanding notes issued under the CCO Indenture, the TWC Indenture and the TWCE Indenture, and certain Charter subsidiaries and Cox entities
have guaranteed the obligations of Cox Communications under the Cox Indenture and granted security interests in collateral for the benefit
of holders, in each case as described in Item 1.01 above.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
Exhibit
Number
Description
4.1
Thirtieth Supplemental Indenture, dated as of August 24, 2026, among Charter Communications Operating, LLC, Charter Communications Operating
Capital Corp., as issuers, CCO Holdings, LLC, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A.,
as trustee and collateral agent.
4.2
Twenty-Third Supplemental
Indenture, dated as of August 24, 2026, among Cox Communications, Inc., the guarantors party thereto and The
Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.
4.3
Eleventh Supplemental Indenture,
dated as of August 24, 2026, among Time Warner Cable, LLC, the guarantors named therein and The Bank of New York Mellon, as trustee.
4.4
Twentieth Supplemental Indenture, dated as of August
24, 2026, among Time Warner Cable Enterprises LLC, the guarantors named therein and The Bank of New York Mellon, as trustee.
4.5
Indenture, dated as of June 27, 1995, among Cox Communications,
Inc. and The Bank of New York as Trustee.
4.6
Officer’s Certificate of Cox Communications,
Inc., dated as of July 27, 1998.
4.7
Eighth Supplemental Indenture, dated as of December
1, 2006, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.8
Ninth Supplemental Indenture, dated as of June 5, 2008,
among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
3
Exhibit
Number
Description
4.9
Eleventh Supplemental Indenture, dated as of February
20, 2009, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.10
Twelfth Supplemental Indenture, dated as of November
29, 2012, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.11
Thirteenth Supplemental Indenture, dated as of May
1, 2013, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.12
Fourteenth Supplemental Indenture, dated as of December
8, 2014, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.13
Fifteenth Supplemental Indenture, dated as of September
13, 2016, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.14
Sixteenth Supplemental Indenture, dated as of August
7, 2017, among Cox Communications, Inc. as Issuer and The Bank of New York Trust Company, N.A. as Trustee.
4.15
Eighteenth Supplemental Indenture, dated as of September
17, 2020, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A.
as Trustee.
4.16
Nineteenth Supplemental Indenture, dated as of June
2, 2021, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A.
as Trustee.
4.17
Twentieth Supplemental Indenture, dated as of June
20, 2023, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A.
as Trustee.
4.18
Twenty-First Supplemental Indenture, dated as of January
19, 2024, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A.
as Trustee.
4.19
Twenty-Second Supplemental Indenture, dated as of August
20, 2024, among Cox Communications, Inc. as Issuer, Cox Enterprises, Inc. as Guarantor and The Bank of New York Trust Company, N.A.
as Trustee.
104
The cover page from
this Current Report on Form 8-K, formatted in Inline XBRL.
4
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, each of Charter Communications, Inc., CCO Holdings, LLC and CCO Holdings Capital Corp.
has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
CHARTER COMMUNICATIONS, INC.,
Registrant
By:
/s/ Kevin D. Howard
Name:
Kevin D. Howard
Title:
Executive Vice President, Chief Accounting Officer and Controller
Date: August 24, 2026
CCO HOLDINGS, LLC,
Registrant
By:
/s/ Kevin D. Howard
Name:
Kevin D. Howard
Title:
Executive Vice President, Chief Accounting Officer and Controller
Date: August 24, 2026
CCO HOLDINGS CAPITAL CORP.,
Registrant
By:
/s/ Kevin D. Howard
Name:
Kevin D. Howard
Title:
Executive Vice President, Chief Accounting Officer and Controller
Date: August 24, 2026
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2623711d1_ex4-1.htm · Sequence: 2
Exhibit 4.1
THIRTIETH SUPPLEMENTAL INDENTURE
THIRTIETH SUPPLEMENTAL INDENTURE, dated as of
August 24, 2026 (this “Supplemental Indenture”), among each of the parties named on Schedule I hereto
(collectively, the “New Guarantors”), Charter Communications Operating, LLC, a Delaware limited liability company
(“CCO”), Charter Communications Operating Capital Corp., a Delaware corporation (together with CCO, the “Issuers”)
and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”) and
collateral agent (the “Collateral Agent”) under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuers and CCO Safari II, LLC, a
Delaware limited liability company, have heretofore executed and delivered to the Trustee an Indenture, dated as of July 23, 2015,
as amended by the First Supplemental Indenture, dated as of July 23, 2015, the Second Supplemental Indenture, dated as of May 18,
2016, the Third Supplemental Indenture, dated as of May 18, 2016, the Fourth Supplemental Indenture, dated as of November 1,
2016, the Fifth Supplemental Indenture, dated as of April 20, 2017, the Sixth Supplemental Indenture, dated as of July 6, 2017,
the Seventh Supplemental Indenture, dated as of September 18, 2017, the Eighth Supplemental Indenture, dated as of December 21,
2017, the Ninth Supplemental Indenture, dated as of April 17, 2018, the Tenth Supplemental Indenture, dated as of July 3, 2018,
the Eleventh Supplemental Indenture, dated as of July 27, 2018, the Twelfth Supplemental Indenture, dated as of January 17,
2019, Thirteenth Supplemental Indenture, dated as of June 21, 2019, Fourteenth Supplemental Indenture, dated as of July 10,
2019, Fifteenth Supplemental Indenture, dated as of October 24, 2019, Sixteenth Supplemental Indenture, dated as of April 17,
2020, Seventeenth Supplemental Indenture, dated as of November 19, 2020, Eighteenth Supplemental Indenture, dated as of December 4,
2020, Nineteenth Supplemental Indenture, dated as of March 4, 2021, Twentieth Supplemental Indenture, dated as of June 2, 2021,
Twenty-First Supplemental Indenture, dated as of October 12, 2021, Twenty-Second Supplemental Indenture, dated as of March 15,
2022, Twenty-Third Supplemental Indenture, dated as of November 7, 2023, Twenty-Fourth Supplemental Indenture, dated as of November 10,
2023, Twenty-Fifth Supplemental Indenture, dated as of May 14, 2024, Twenty-Sixth Supplemental Indenture, dated as of September 2,
2025, Twenty-Seventh Supplemental Indenture, dated as of August 12, 2026, Twenty-Eighth Supplemental Indenture, dated as of August 18,
2026 and Twenty-Ninth Supplemental Indenture, dated as of August 24, 2026 (as amended, supplemented or otherwise modified, the “Indenture”),
providing for the issuance of the Issuers’ Notes;
WHEREAS, the Issuers desire to add the New Guarantors
as Note Guarantors under the Indenture; and
WHEREAS, pursuant to Section 9.01(4) of
the Indenture, the Trustee, the Collateral Agent, the Issuers and other Note Guarantors, if any, are authorized to execute and deliver
this Supplemental Indenture to add the Note Guarantees by the New Guarantors.
NOW THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantors, the Issuers and the Trustee
mutually covenant and agree for the equal and ratable benefit of Holders as follows:
1. Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used herein
as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Agreement
to Guarantee. Each of the New Guarantors hereby agrees, jointly and severally with each other and all existing guarantors (if any),
to unconditionally guarantee the Issuers’ Obligations under the Notes and the Indenture on the terms and subject to the conditions
set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to
perform all of the obligations and agreements of a Note Guarantor under the Indenture until released pursuant to the terms of the Indenture.
Each of the New Guarantors will be entitled to the benefits set forth in Article 10 of the Indenture, including the release provisions
set forth in Section 10.02(b) of the Indenture.
3. Notices.
All notices or other communications to the New Guarantors shall be given as provided in Section 12.02 of the Indenture.
4. Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall
be bound hereby.
5. Governing
Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
6. Trustee
Makes No Representation. The recitals contained herein shall be taken as the statements of the Issuers, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together
represent the same agreement.
8. Effect
of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Thirtieth Supplemental Indenture to be duly executed as of the date first above written.
CHARTER COMMUNICATIONS OPERATING, LLC
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Senior Vice President, Corporate Finance and Development
CHARTER COMMUNICATIONS OPERATING CAPITAL CORP.
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Senior Vice President, Corporate Finance and Development
THE NEW GUARANTORS NAMED ON SCHEDULE I HERETO
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Authorized Signatory
[Signature Page to Thirtieth Supplemental
Indenture]
IN WITNESS WHEREOF, the parties hereto have caused
this Thirtieth Supplemental Indenture to be duly executed as of the date first above written.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
By:
/s/ Terence Rawlins
Name: Terence Rawlins
Title: Vice President
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Collateral Agent
By:
/s/ Terence Rawlins
Name: Terence Rawlins
Title: Vice President
[Signature Page to Thirtieth Supplemental
Indenture]
Schedule I
New Guarantors
1. CCO Holdings, LLC
2. BPRF Holdings, LLC, a Delaware limited liability company
3. CB Commercial Devices, LLC, a Delaware limited liability company
4. CCI Corporate Services, LLC, a Delaware limited liability company
5. CCI Devices, LLC, a Delaware limited liability company
6. Cox Advanced Services Arizona, LLC, a Delaware limited liability
company
7. Cox Advanced Services Arkansas, LLC, a Delaware limited liability
company
8. Cox Advanced Services California, LLC, a Delaware limited liability
company
9. Cox Advanced Services Connecticut, LLC, a Delaware limited
liability company
10. Cox Advanced Services Florida, LLC, a Delaware limited liability
company
11. Cox Advanced Services Georgia, LLC, a Delaware limited liability
company
12. Cox Advanced Services Idaho, LLC, a Delaware limited liability
company
13. Cox Advanced Services Iowa, LLC, a Delaware limited liability
company
14. Cox Advanced Services Kansas, LLC, a Delaware limited liability
company
15. Cox Advanced Services Louisiana, LLC, a Delaware limited liability
company
16. Cox Advanced Services Nebraska, LLC, a Delaware limited liability
company
17. Cox Advanced Services Nevada, LLC, a Delaware limited liability
company
18. Cox Advanced Services North Carolina, LLC, a Delaware limited
liability company
19. Cox Advanced Services Ohio, LLC, a Delaware limited liability
company
20. Cox Advanced Services Oklahoma, LLC, a Delaware limited liability
company
21. Cox Advanced Services Rhode Island, LLC, a Delaware limited
liability company
22. Cox Advanced Services Virginia, LLC, a Delaware limited liability
company
23. Cox Arizona Telcom, L.L.C., a Delaware limited liability company
24. Cox Arkansas Telcom, L.L.C., a Delaware limited liability
company
25. Cox California Telcom, L.L.C., a Delaware limited liability
company
26. Cox Colorado Telcom, L.L.C., a Delaware limited liability
company
27. Cox Communications Arizona, LLC, a Delaware limited liability
company
28. Cox Communications California, LLC, a Delaware limited liability
company
29. Cox Communications EBD Holdings, LLC, a Delaware limited liability
company
30. Cox Communications Georgia, LLC, a Delaware limited liability
company
31. Cox Communications Gulf Coast, LLC, a Delaware limited liability
company
32. Cox Communications Hampton Roads, L.L.C., a Delaware limited
liability company
33. Cox Communications Kansas, L.L.C., a Delaware limited liability
company
34. Cox Communications Las Vegas, LLC, a Delaware limited liability
company
35. Cox Communications Louisiana, L.L.C., a Delaware limited liability
company
36. Cox Communications Missouri, LLC, a Delaware limited liability
company
37. Cox Communications NCC, LLC, a Delaware limited liability
company
38. Cox Communications Omaha, L.L.C., a Delaware limited liability
company
39. Cox Communications Tower, LLC, a Delaware limited liability
company
40. Cox Communications, LLC, a Delaware limited liability company
41. Cox Connecticut Telcom, L.L.C., a Delaware limited liability
company
42. Cox Florida Telcom, L.P., a Delaware limited partnership
43. Cox HMS, LLC, a Delaware limited liability company
44. Cox Horizon Growth, LLC, a Delaware limited liability company
45. Cox Idaho Telcom, L.L.C., a Delaware limited liability company
46. Cox Iowa Telcom, L.L.C., a Delaware limited liability company
47. Cox Kansas Telcom, L.L.C., a Delaware limited liability company
48. Cox LAHC, LLC, a Delaware limited liability company
49. Cox Media, L.L.C., a Delaware limited liability company
50. Cox Missouri Telcom, LLC, a Delaware limited liability company
51. Cox Nebraska Telcom, L.L.C., a Delaware limited liability
company
52. Cox Nevada Telcom, L.L.C., a Delaware limited liability company
53. Cox North Carolina Telcom, L.L.C., a Delaware limited liability
company
54. Cox Ohio Telcom, L.L.C., a Delaware limited liability company
55. Cox Oklahoma Telcom, L.L.C., a Delaware limited liability
company
56. Cox Rhode Island Telcom, L.L.C., a Delaware limited liability
company
57. Cox TMI, LLC, a Delaware limited liability company
58. Cox Virginia Telcom, L.L.C., a Virginia limited liability
company
59. Cox Wireless Access, LLC, a Delaware limited liability company
60. Cox/Charter Master Cable Advertising, LLC, a Delaware limited
liability company
61. CoxCom, LLC, a Delaware limited liability company
62. Fiber Platform Blocker, LLC, a Delaware limited liability
company
63. FIBER PLATFORM HOLDINGS, LLC, a Delaware limited liability
company
64. FIBER PLATFORM, LLC, a Delaware limited liability company
65. Hospitality Network Louisiana, L.L.C., a Delaware limited
liability company
66. Hospitality Network Pennsylvania, LLC, a Delaware limited
liability company
67. Hospitality Network, L.L.C., a Delaware limited liability
company
68. Logicworks Systems, LLC, a Delaware limited liability company
69. RapidScale, LLC, a California limited liability company
70. TMI Partner Holdings, LLC, a Delaware limited liability company
71. Unite Private Networks-Illinois, L.L.C., a Delaware limited
liability company
72. UPN Intermediate Holdings LLC, a Delaware limited liability
company
EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: tm2623711d1_ex4-2.htm · Sequence: 3
Exhibit 4.2
COX COMMUNICATIONS, INC.,
as Issuer
THE GUARANTORS PARTY NAMED ON SCHEDULE
I HERETO,
as guarantors
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee and Collateral Agent
TWENTY-THIRD SUPPLEMENTAL INDENTURE
Dated as of August 24, 2026
Supplement to Indenture
Dated as of June 27, 1995
TWENTY-THIRD SUPPLEMENTAL
INDENTURE, dated as of the 24th day of August, 2026, between COX COMMUNICATIONS, INC., a corporation existing under the laws
of the State of Delaware, having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328
(the “Company”), and each of the entities listed on Schedule I hereto (collectively, the “Guarantors”)
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located
at 500 Ross Street, 12th Floor, Pittsburgh, PA 15262, as trustee (the “Trustee”) and as collateral agent (the “Collateral
Agent”);
WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (as amended or supplemented
prior to the date hereof, the “Original Indenture” and, as amended by this Supplemental Indenture and as it may be
amended or supplemented subsequent to the date hereof, the “Indenture”), providing for the issuance by the Company
from time to time of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the
“Debt Securities”), unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the
Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of the Company’s Board of Directors, pursuant to appropriate resolutions of Board of Directors
or other applicable governing bodies of the New Guarantors, has duly determined to make, execute and deliver to the Trustee, this Supplemental
Indenture to the Original Indenture in order to establish the terms of, and to provide for the grant of, full and unconditional guarantees
(the “Guarantees”) by the Guarantors of the Company’s obligations with respect to its 3.500% Notes due 2027,
6.800% Debentures due 2028, 6.950% Medium Term Notes due 2028, 5.450% Notes due 2028, 1.800% Notes due 2030, 2.600% Notes due 2031, 5.700%
Notes due 2033, 5.45% Notes due 2034, 4.800% Notes due 2035, 6.450% Notes due 2036, 6.950% Notes due 2038, 8.375% Notes due 2039, 4.700%
Notes due 2042, 4.500% Notes due 2043, 4.600% Notes due 2047, 2.950% Notes due 2050, 3.600% Notes due 2051, 5.800% Notes due 2053 and
5.95% Notes due 2054 each issued pursuant to the Original Indenture (collectively, the “Notes”) and the Company’s
obligations under the Indenture;
WHEREAS, on May 16, 2025,
Charter Communications, Inc., a Delaware corporation (“Charter”), Charter Communications Holdings, LLC, and Cox
Enterprises, Inc. (“Cox Enterprise”) entered into a Transaction Agreement pursuant to which Charter acquired the commercial
fiber and managed IT and cloud services businesses of the Company and Cox Enterprise contributed the residential cable business of Cox
Communications to Charter Communications Operating, LLC, a Delaware limited liability company and wholly-owned subsidiary of Charter (“CCO”)
(the “Transaction”);
WHEREAS, in connection with
the Transaction, CCO and the Company desire to amend and supplement the Original Indenture to (i) add certain subsidies of Charter
and certain subsidiaries of the Company as additional guarantors for the Debt Securities and (ii) provide for the grant of security
interests in the Collateral for the benefit of the Holders to secure the obligations of the Company and the Guarantors under the Indenture;
WHEREAS, Section 9.01(i) of
the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the
consent of any Holders, may enter into an indenture supplemental to the Original Indenture to add guarantees with respect to the Debt
Securities of any series or to secure the Debt Securities;
WHEREAS, all
things necessary to make this Supplemental Indenture a valid, binding and legal agreement of the Company and the New Guarantors, have
been done;
NOW, THEREFORE,
THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order to provide for the Guarantees and the grant of security interests in the Collateral,
and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture
and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the Notes of an applicable series, as follows:
Article 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to the Notes and the Guarantees, except as otherwise
expressly provided or unless the context otherwise requires, the terms defined in this Article have the meanings assigned to them
in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental Indenture but not defined herein shall
have the meaning specified in the Original Indenture.
“Administrative Agent”
means the administrative agent under the Charter Credit Agreement.
“Charter Credit Agreement”
means the Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated as of April 26, 2019, as
amended by Amendment No. 1 on October 24, 2019, as amended by Amendment No. 2 on May 26, 2022, as amended by Amendment
No. 3 on February 10, 2023, as amended by Amendment No. 4 on March 23, 2023, as amended by Amendment No. 5 on
December 7, 2023, as amended by Amendment No. 6 on December 3, 2024 and as amended by Amendment No. 7 on May 6,
2026, by and among CCO Holdings, LLC, a Delaware limited liability company, as holdings, CCO, as the borrower, the lenders party thereto,
Bank of America, N.A., as administrative agent, and the other parties thereto together with the related documents thereto (including any
term loans and revolving loans thereunder, any guarantees and security documents), as further amended, extended, renewed, restated, supplemented
or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from
time to time, and any agreement (and related document) governing indebtedness incurred to refinance, in whole or in part, the borrowings
and commitments then outstanding or permitted to be outstanding under such credit agreement or a successor credit agreement, whether by
the same or any other lender or group of lenders; provided that this Supplemental Indenture shall not constitute the Charter Credit
Agreement.
3
“Collateral”
means all property and assets, whether now owned or hereafter acquired, in which Liens are, from time to time, purported to be granted
to secure the Note Obligations pursuant to the Security Documents.
“Collateral Agent”
means The Bank of New York Mellon Trust Company, N.A. until a successor replaces it and, thereafter, means such successor.
“Collateral Agreement”
means the Collateral Agreement, dated as of the date hereof by and among the Company, the Collateral Agent and the other grantors party
thereto from time to time, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time.
“Collateral Release
Event” shall occur on the first date when (A) there is no Equally and Ratably Secured Indebtedness outstanding (or, all
Equally and Ratably Secured Indebtedness outstanding on such date shall cease to constitute Equally and Ratably Secured Indebtedness substantially
concurrently with the release of the Liens on the Collateral securing the Notes and the Note Guarantees) and (B) the Company has
delivered an Officers’ Certificate to the Trustee and the Collateral Agent certifying that the condition set forth in clause (A) above
is satisfied.
“Debt
Securities” has the meaning specified in the first recital hereof.
“Equally
and Ratably Secured Indebtedness” means all Indebtedness For Borrowed Money of CCO or a Material Subsidiary of CCO that is secured
by any Lien on any assets of CCO or any of its Material Subsidiaries that is not a Permitted Lien.
“Guarantee”
or “Guarantees” has the meaning specified in the recitals hereof.
“Guarantor”
has the meaning specified in the first paragraph hereof.
“Guaranty
Agreement” means a supplemental indenture to the Indenture, in a form reasonably satisfactory to the Trustee, pursuant to which
a Guarantor guarantees the Company’s obligations with respect to the Notes on the terms provided for in Article 2.
“Holder,”
in the case of any Note of a particular series, means the Person in whose name such Note is registered
in the Debt Security Register.
“Indebtedness For Borrowed
Money” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness
of such Person evidenced by bonds, debentures, notes or similar instruments and (c) all Guarantee obligations of such Person with
respect to indebtedness of the type described in clauses (a) and (b) above of others. The Indebtedness For Borrowed Money of
any Person shall include the Indebtedness For Borrowed Money of any other entity (including any partnership in which such Person is a
general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other contractual
relationship with such entity, except to the extent the terms of such Indebtedness For Borrowed Money provide that such Person is not
liable therefor.
“Note
Obligations” means the Obligations as defined in the Collateral Agreement.
4
“Notes”
has the meaning specified in the recitals hereof.
“Secured Parties”
means, collectively, the Collateral Agent, the Holders and the Trustee.
“Security Documents”
means the Collateral Agreement, and any other mortgages, deeds of trust, deeds to secure debt, security agreements, pledge agreements,
agency agreements and other instruments and documents executed and delivered pursuant to the Indenture or any of the foregoing, as the
same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral is pledged, assigned or granted
to or on behalf of the Collateral Agent for the ratable benefit of the Trustee and the Holders.
“Supplemental
Indenture” means this Twenty-Third Supplemental Indenture.
“Termination
Date” shall have the meaning set forth in Section 201(f).
“Trustee”
has the meaning specified in the first paragraph hereof.
Section 102
Section References. Each reference to a particular section set forth
in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental Indenture.
Section 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the
extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and
the same instrument.
This Supplemental Indenture
amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture, to which provisions,
if any, reference is made herein.
The amendments and supplements
to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture shall be applicable only with
respect to, and govern the terms of, the Notes of the applicable series, and shall not apply to any other Debt Securities that have been
or may be issued under the Original Indenture unless a supplemental indenture with respect to such other Debt Securities specifically
incorporates such amendments, supplements and replacements.
Article 2
GUARANTEE
Section 201
Guarantee.
(a) The
New Guarantors hereby fully and unconditionally guarantee the Notes of each series and the obligations of the Company thereunder
and under the Indenture, and guarantee to each Holder of a Note of such series authenticated and delivered by the Trustee, and
to the Trustee on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the Notes of such series
will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that
would become due but for the operation of any automatic stay provision of any federal bankruptcy law), together with interest on the overdue
principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders
or the Trustee under the Indenture or the Notes of such series will be paid in full or performed, all in accordance with the terms of
the Indenture and the Notes of such series; and (ii) in case of any extension of time of payment or renewal of any Notes of such
series or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at Stated Maturity, by acceleration or otherwise.
5
(b) The
New Guarantors hereby agree that, in the event of a default in payment of principal (or premium, if any) or interest on an applicable
series of Notes, whether at Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee
on behalf of, or by, a Holder of such Notes of such series, subject to the terms and conditions set forth in the Indenture, directly against
the New Guarantors to enforce the Guarantee without first proceeding against the Company or any other guarantor. The New Guarantors agree
that if, after the occurrence and during the continuance of an Event of Default with respect to an applicable series of Notes, the Trustee
or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes
of such series, to collect interest on the Notes of such series, or to enforce or exercise any other right or remedy with respect to the
Notes of such series, the New Guarantors will pay to the Trustee for the account of the Holders, upon demand therefor, the amount that
would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.
Any term or provision of this Supplemental Indenture to the contrary notwithstanding, the maximum aggregate amount of the Obligations
guaranteed hereunder by each New Guarantor shall not exceed the maximum amount that can be hereby guaranteed without rendering this Supplemental
Indenture, as it relates to such New Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer
or similar laws affecting the rights of creditors generally.
(c) With
respect to an applicable series of Notes, unless and until the Termination Date (as defined herein)
has occurred, or the New Guarantors shall be released in accordance with Section 204 of this Supplemental Indenture, to the fullest
extent permitted by applicable law, the New Guarantors shall remain obligated hereunder and the Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the
Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any
significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes of such series are, pursuant to applicable law, rescinded or reduced
in amount, or must otherwise be restored or returned by any obligee on the Notes of such series, whether as a “voidable preference”,
“fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment,
or any part thereof, is rescinded, reduced, restored or returned, the Notes of such series shall, to the fullest extent permitted by law,
be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
6
(d) To
the fullest extent permitted by applicable law, the New Guarantors waive diligence, presentment, protest and notice of protest,
demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Company’s
obligations under any series of Notes and under the Indenture, and any defense arising by reason of any disability or other defense of
the Company or the New Guarantors with respect to such obligations (other than the defense that the Termination Date has occurred or the
New Guarantors have been released in accordance with Section 204 of this Supplemental Indenture). The New Guarantors understand and
agree that this Agreement shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not
merely of collectability, and its Guarantee of a particular series of Notes and the obligations of the Company under the Indenture hereunder
shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses
that it might otherwise have (now or in the future) with respect to each of the following (whether or not the New Guarantors have knowledge
thereof): (i) the validity, regularity or enforceability of the Notes of such series or the Indenture or the absence
of any action to enforce the same, (ii) the recovery of any judgment against the Company or any
action to enforce the same, (iii) any renewal, extension or acceleration of, or any increase
in the amount of the Company’s obligations under such series of Notes and under the Indenture (whether or not any increase is committed,
contemplated or provided for by the Indenture or the Notes of such series on the date hereof), (iv) any failure, omission or delay
in enforcement (by agreement or otherwise), or the stay or enjoining (by court order, operation of law or otherwise) of the exercise of
enforcement, of any claim or demand or any right, power or remedy (whether arising under the Indenture or the Notes of such series, at
law, in equity or otherwise) with respect to the Company’s obligations under such series of Notes and under the Indenture or (v) any
other circumstance whatsoever (with or without notice to or knowledge of the New Guarantors) which constitutes, or might be construed
to constitute, an equitable or legal discharge of the New Guarantors under the Guarantee contained in this Article 2, in bankruptcy
or in any other instance (in each case, other than the occurrence of the Termination Date or the release of the New Guarantors in accordance
with Section 204 of this Supplemental Indenture).
(e) The
New Guarantors further agree that, as between the New Guarantors, on the one hand, and the Holders
and the Trustee, on the other hand (i) subject to the terms and provisions of this Supplemental Indenture, the maturity of the obligations
under an applicable series of Notes guaranteed hereby may be accelerated as provided in Article VI of the Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article VI of the Indenture,
such obligations (whether or not due and payable) shall forthwith become due and payable by the New Guarantors for the purpose of this
Guarantee.
(f) Subject
to Section 204 of this Supplemental Indenture, the Guarantee of a series of Notes contained in this Article 2 shall remain
in full force and effect until all the obligations of the Company under such series of Notes and under the Indenture shall have been satisfied
by payment in full (such date, the “Termination Date”).
7
(g) The
Guarantee by the New Guarantors of a series of Notes shall be independent of and shall not be affected by the Guarantee by the New Guarantor
of any other series of Notes.
(h) For
the avoidance of doubt, none of the New Guarantors are Guarantors under the Indenture. The guarantee of the New Guarantors is granted
solely pursuant to and in accordance with the terms set forth in this Article 2.
Section 202
Subrogation.
The New Guarantors shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by the New Guarantors
pursuant to its Guarantee; provided, however, that if an Event of Default has occurred and is continuing with respect to a series
of Notes, the New Guarantors shall not be entitled to enforce or receive any payments arising out of, or
based upon, such right of subrogation until all amounts then due and payable by the Company under the Indenture or the applicable series
of Notes shall have been paid in full.
Section 203 Reinstatement.
Subject to Section 204 of this Supplemental Indenture, the Guarantee of a series of Notes contained in this Article 2 shall
continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Company’s
obligations with respect to such series of Notes or the Indenture is rescinded or must otherwise be restored or returned by the Trustee
or any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the New Guarantors, or upon or as a result
of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the New Guarantors or any substantial
part of its property, or otherwise, all as though such payments had not been made.
Section 204
Release of Guarantee. Any New Guarantor shall, upon the occurrence of any
of the following events, be automatically and unconditionally released and discharged from all obligations with respect to the Notes of
an applicable series, the Indenture and the Guarantee of such series of Notes without any action required on the part of the Trustee or
any Holder:
(a) upon
the occurrence of a Collateral Release Event;
(b) at
such time as such New Guarantor is either: (i) not an issuer or guarantor of any item of Indebtedness for Borrowed Money (whether
by repayment or otherwise) and any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease)
to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect to all Equally
and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its Guarantee); or (ii) released
or relieved as an issuer or guarantor of its obligations of an item of Indebtedness for Borrowed Money (whether by repayment or otherwise)
and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease)
to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect to all Equally
and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its Guarantee);
8
(c) upon
the release by the Administrative Agent of the Guarantee (as defined in the Guarantee and Collateral Agreement (as defined in the Charter
Credit Agreement)) of such New Guarantor;
(d) upon
the consummation of any transaction not prohibited by the Indenture that results in such New Guarantor ceasing to be a subsidiary of CCO;
(e) upon
any covenant defeasance or legal defeasance with respect to such series of Notes and the Indenture, or upon the discharge of the Company’s
obligations with respect to such series of Notes and obligations under the Indenture in accordance with its terms;
(f) upon
(i) the consolidation or merger by the Company with or into any Person or (ii) the conveyance, transfer or lease of all or substantially
all the assets of the Company, in a transaction that complies with the Indenture, such that the Company ceases to be a subsidiary of Cox
Enterprise; or
(g) upon
(i) the consolidation or merger by Cox Enterprise with or into any Person or (ii) the conveyance, transfer or lease of all or
substantially all the assets of Cox Enterprise, such that the Company ceases to be a subsidiary of Cox Enterprise.
The release of the New Guarantors’
Guarantee of an applicable series of Notes hereunder shall be independent of and shall not be affected by the release of the New Guarantors’
Guarantee of any other series of Notes. At the request and sole expense of the Company following any such termination, Collateral Agent
shall execute and deliver to the Company such documents as the Company shall reasonably request to evidence such termination.
Section 205 Execution
and Delivery. The New Guarantors hereby agree that the Guarantee of an applicable series of Notes
will remain in full force and effect notwithstanding any failure to endorse on each Note of such series a notation of such Guarantee.
Article 3
MISCELLANEOUS PROVISIONS
The Trustee and the Collateral
Agent make no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever
for and in respect of, the validity or sufficiency of this Supplemental Indenture and the Guarantee or the proper authorization or the
due execution hereof by the Company or the Guarantor or for or in respect of the recitals and statements contained herein, all of which
recitals and statements are made solely by the Company.
This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of New York.
9
Each of the Company, the Guarantors,
the Trustee and the Collateral Agent (i) expressly and irrevocably consents to submit itself to the exclusive personal jurisdiction
of the state courts in the Borough of Manhattan in the City of New York in the State of New York, and any federal court located in the
Borough of Manhattan in the City of New York in the State of New York, together with any appellate court therefrom, with respect to all
actions and proceedings arising out of the Indenture or the Guarantees and (ii) expressly and irrevocably waives (and agrees not
to plead or claim) any objection to the laying of venue of any action or proceeding arising out of the Indenture or the Guarantees in
such court or that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
This
Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument. Any such counterparts may be executed manually,
electronically or by facsimile.
EACH OF THE COMPANY, THE GUARANTORS,
THE TRUSTEE, THE COLLATERAL AGENT AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE,
THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
In order to comply with applicable
tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect
from time to time (collectively, “Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying
agent or other party is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of the Trustee, to
use commercially reasonable efforts to provide to the Trustee, to the extent available, sufficient information about the parties and/or
transactions (including any modification to the terms of such transactions) so that the Trustee can determine whether it has tax-related
obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction in respect
of taxes from payments under the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have
any liability. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any “gross up”
payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this
paragraph shall survive the satisfaction and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
10
IN WITNESS WHEREOF, the Parties
have executed this Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC., as Issuer
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Authorized Signatory
[Signature Page to CCI
Supplemental Indenture]
COX COMMUNICATIONS, INC., as Issuer
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Authorized Signatory
[Signature Page to CCI
Supplemental Indenture]
COX ENTERPRISES, INC., as Guarantor
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Authorized Signatory
[Signature Page to CCI
Supplemental Indenture]
EACH OF THE GUARANTORS LISTED ON SCHEDULE I HERETO, as a Guarantor
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Senior Vice President, Corporate Finance and Development
[Signature Page to CCI
Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Collateral Agent
By:
/s/ Jeffrey B. Murphy
Name: Jeffrey B. Murphy
Title: Authorized Signatory
[Signature Page to CCI
Supplemental Indenture]
SCHEDULE I
Note Guarantors
CCO Holdings, LLC
Bresnan Broadband Holdings, LLC
CCO NR Holdings, LLC
Charter Communications ASC, LLC
Charter Communications, LLC
Charter Communications SSC, LLC
Charter Communications VI HoldCo, LLC
Charter Communications VI, L.L.C.
Charter Distribution, LLC
Charter Leasing Holding Company, LLC
Charter Procurement Leasing, LLC
DukeNet Communications, LLC
Spectrum Advanced Services, LLC
Spectrum Gulf Coast, LLC
Spectrum Mid-America, LLC
Spectrum Mobile Equipment, LLC
Spectrum Mobile, LLC
Spectrum New York Metro, LLC
Spectrum NLP, LLC
Spectrum Northeast, LLC
Spectrum Oceanic, LLC
Spectrum Originals Development, LLC
Spectrum Originals, LLC
Spectrum Pacific West, LLC
Spectrum Reach, LLC
Spectrum RSN, LLC
Spectrum Southeast, LLC
Spectrum Sunshine State, LLC
Spectrum TV Essentials, LLC
Spectrum Wireless Holdings, LLC
Time Warner Cable Enterprises LLC
Time Warner Cable, LLC
TWC Administration LLC
TWC Communications, LLC
TWC SEE Holdco LLC
EX-4.3 — EXHIBIT 4.3
EX-4.3
Filename: tm2623711d1_ex4-3.htm · Sequence: 4
Exhibit 4.3
TIME WARNER CABLE, LLC,
the guarantors named on Schedule I hereto,
the guarantors named on Schedule II hereto
and
THE BANK OF NEW YORK MELLON,
as Trustee
ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of August 24, 2026
Supplemental to Indenture
Dated as of April 9, 2007
ELEVENTH SUPPLEMENTAL INDENTURE
THIS ELEVENTH SUPPLEMENTAL INDENTURE among TIME
WARNER CABLE, LLC, a Delaware limited liability company (the “Company”), the guarantors named on Schedule I hereto
(the “Cox Guarantors”), the guarantors named on Schedule II hereto (the “Charter Guarantors” and, together
with the Cox Guarantors, the “New Guarantors”) and THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), is
made and entered into as of August 24, 2026.
WITNESSETH
WHEREAS, the Company (as successor to Time
Warner Cable Inc.), Time Warner Cable Enterprises LLC (as successor to Time Warner Entertainment Company, L.P., a
Delaware limited partnership (“TWE”)), and the Trustee have heretofore executed and delivered an Indenture, dated as of
April 9, 2007, as supplemented by the First Supplemental Indenture dated as of April 9, 2007, the Second Supplemental Indenture
dated as of September 30, 2012, the Third Supplemental Indenture dated as of May 18, 2016, the Fourth Supplemental Indenture dated
as of May 18, 2016 (the “Fourth Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of November 1, 2016
(the “Fifth Supplemental Indenture”), the Sixth Supplemental Indenture, dated as of December 21, 2017, the Seventh
Supplemental Indenture, dated as of July 27, 2018, the Eighth Supplemental Indenture, dated as of June 21, 2019 (the “Eighth
Supplemental Indenture”), the Ninth Supplemental Indenture, dated as of September 6, 2019 and the Tenth Supplemental
Indenture, dated as of November 19, 2020 (as so supplemented, the “Indenture”), providing for, among other things, (i)
the issuance from time to time of the Company’s debentures, notes, bonds or other evidences of indebtedness (hereinafter
called “Securities”) in one or more fully registered series and (ii) the guarantees of the Securities by the guarantors
party thereof;
WHEREAS, Section 9.01(11) of the Indenture provides
that the Company and the Trustee may enter into one or more supplemental indentures for the purpose of adding additional guarantors in
respect of the Securities;
WHEREAS, on May 16, 2025, Charter Communications,
Inc., a Delaware corporation (“Charter”), Charter Communications Holdings, LLC (“Charter Holdings”) and Cox Enterprises,
Inc. (“Cox Enterprises”) entered into a Transaction Agreement pursuant to which Charter acquired the commercial fiber and
managed IT and cloud services businesses of Cox Communications, Inc. (“Cox Communications”) and Cox Enterprises contributed
the residential cable business of Cox Communications to Charter Holdings (the “Transactions”);
WHEREAS, in connection with the Transactions, the
Company desires to add the New Guarantors as additional guarantors under the Indenture;
WHEREAS, Article Two, clause (b) of the Fourth
Supplemental Indenture provides that the guarantee of each of the New Guarantors (as defined in the Fourth Supplemental Indenture) shall
terminate and be of no further force or effect and each such New Guarantor shall be automatically released from all obligations under
the Indenture, the Securities and such guarantee upon receipt by the Trustee of a certificate of a Responsible Officer of the Company
certifying that such New Guarantor is released or relieved as an issuer or guarantor of its obligations of an item of Indebtedness For
Borrowed Money (whether by repayment or otherwise) and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness
and ceases (or substantially concurrently will cease) to be the guarantor of any Equally or Ratably Secured Indebtedness (or such New
Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently
with such release of its guarantee), and Article Two of the Fourth Supplemental Indenture further provides that the Trustee agrees to
execute a supplemental indenture to evidence the release of any New Guarantor under such Article Two and any obligations under the Indenture
upon the request of the Company in compliance with Section 1.02 of the Indenture;
WHEREAS, Article Three, clause (b) of the Fifth
Supplemental Indenture provides that the guarantee of each of the Additional Guarantors (as defined in the Fifth Supplemental Indenture)
shall terminate and be of no further force or effect and each such Additional Guarantor shall be automatically released from all obligations
under the Indenture, the Securities and such guarantee upon receipt by the Trustee of a certificate of a Responsible Officer of the Company
certifying that such Additional Guarantor is released or relieved as an issuer or guarantor of its obligations of an item of Indebtedness
For Borrowed Money (whether by repayment or otherwise) and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness
and ceases (or substantially concurrently will cease) to be the guarantor of any Equally or Ratably Secured Indebtedness (or such Additional
Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently
with such release of its guarantee), and Article Three of the Fifth Supplemental Indenture further provides that the Trustee agrees to
execute a supplemental indenture to evidence the release of any Additional Guarantor under such Article Three and any obligations under
the Indenture upon the request of the Company in compliance with Section 1.02 of the Indenture;
WHEREAS, Article Three, clause (b) of the Eighth
Supplemental Indenture provides that the guarantee of each of the Other Guarantors (as defined in the Eighth Supplemental Indenture) shall
terminate and be of no further force or effect and each such Other Guarantor shall be automatically released from all obligations under
the Indenture, the Securities and such guarantee upon receipt by the Trustee of a certificate of a Responsible Officer of the Company
certifying that such Other Guarantor is released or relieved as an issuer or guarantor of its obligations of an item of Indebtedness For
Borrowed Money (whether by repayment or otherwise) and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness
and ceases (or substantially concurrently will cease) to be the guarantor of any Equally or Ratably Secured Indebtedness (or such Other
Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently
with such release of its guarantee), and Article Three of the Eighth Supplemental Indenture further provides that the Trustee agrees to
execute a supplemental indenture to evidence the release of any Other Guarantor under such Article Three and any obligations under the
Indenture upon the request of the Company in compliance with Section 1.02 of the Indenture;
WHEREAS, as of the date hereof, each of the entities
named on Schedule III hereto (the “Released Guarantors”) have been released from their obligations as guarantors under
the Credit Agreement, and substantially concurrently herewith, each Released Guarantor will cease to be a guarantor of any Equally and
Ratably Secured Indebtedness;
WHEREAS, Section 9.01(12) of the Indenture provides
that the Company and the Trustee may enter into one or more supplemental indentures to make any other change that does not adversely affect
the rights of the Holders (as defined in the Indenture) of any or all series of Securities;
WHEREAS, the Company and the New Guarantors have
duly authorized the execution and delivery of this Eleventh Supplemental Indenture to provide for the addition of the New Guarantors and
the release the guarantees by the Released Guarantors;
WHEREAS, this Eleventh Supplemental Indenture is
being executed pursuant to and in accordance with Article Two of the Fourth Supplemental Indenture, Article Three of the Fifth Supplemental
Indenture, Article Three of the Eighth Supplemental Indenture and Section 9.01 of the Indenture; and
2
WHEREAS, all things necessary to make this Eleventh
Supplemental Indenture a valid agreement of the Company and the New Guarantors in accordance with its terms have been done.
NOW THEREFORE:
In consideration of the premises provided for herein,
the Company, the New Guarantors and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of
the Securities as follows:
Article
One
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section
1.01 Incorporation of Previous Documents.
This Eleventh Supplemental Indenture is a supplemental
indenture within the meaning of the Indenture and shall be read together therewith, and shall have the same effect as though all the provisions
thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated
herein by reference.
Section
1.02 Definitions.
Except as otherwise expressly provided herein or
unless the context otherwise requires, each capitalized term that is used in this Eleventh Supplemental Indenture but not defined herein
shall have the meaning specified in the Indenture. The terms “hereof,” “herein,” “hereunder” and other
words of similar import refer to this Eleventh Supplemental Indenture.
Section
1.03 Parties.
Nothing expressed or mentioned herein is intended
or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy
or claim under or in respect of this Eleventh Supplemental Indenture or the Indenture or any provision herein or therein contained.
Section
1.04 Governing Law.
THIS ELEVENTH SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section
1.05 Severability.
In case any provision in this Eleventh Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability.
3
Section
1.06 Ratification of Indenture; Supplemental Indenture Part
of Indenture.
Except as expressly amended hereby, the Indenture
is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.
This Eleventh Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Securities heretofore
or hereafter authenticated and delivered shall be bound hereby.
Section
1.07 Acceptance by Trustee.
The Trustee accepts the amendments to the Indenture
effected by this Eleventh Supplemental Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility
for the correctness of the recitals or statements contained herein, which shall be taken as the statements of the parties hereto other
than the Trustee and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or
execution or sufficiency of this Eleventh Supplemental Indenture and the Trustee makes no representation with respect thereto.
Section
1.08 Counterparts.
This Eleventh Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. The exchange of copies of this Eleventh Supplemental Indenture and of signature pages by PDF transmission
shall constitute effective execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and may be used in
lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by PDF shall be deemed to be
their original signatures for all purposes.
Section
1.09 Interpretation.
This document shall not be used and is not intended
to be used to interpret any other document or agreement other than the Indenture.
Section
1.10 Headings.
The headings of the Articles and the Sections in
this Eleventh Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.
Article
Two
RELEASE OF GUARANTEE
The Trustee hereby acknowledges, without recourse,
representation or warranty, that the guarantee of each of the Released Guarantors has been terminated as of the date hereof and shall
be of no further force or effect, and each of the Released Guarantors has been released from all obligations under the Indenture, the
Securities and such guarantee.
4
Article
Three
AGREEMENT TO GUARANTEE
By execution of this Eleventh Supplemental Indenture,
each of the New Guarantors will fully, irrevocably and unconditionally guarantee, to each Holder of Securities and to the Trustee and
its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity,
by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture (including obligations
to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations
of the Company under the Indenture and the Securities; provided that such guarantee shall terminate and be of no further force or effect
and such New Guarantor shall be automatically released from all obligations hereunder and under the Indenture, any Securities and this
guarantee if at least one of the following conditions has been met:
(a)
upon the occurrence of a Collateral Release Event;
(b)
at such time as such New Guarantor is either (in all cases whether by repayment or otherwise): (A) not an issuer or guarantor of
any item of Indebtedness for Borrowed Money and any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently
will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect
to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its guarantee); or
(B) released or relieved as an issuer or guarantor of its obligations of an item of Indebtedness for Borrowed Money and not an issuer
or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor
of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect to all Equally and Ratably Secured
Indebtedness shall cease to exist substantially concurrently with such release of its guarantee);
(c)
upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of
(i) all or substantially all the assets of or (ii) any Equity Interests of the capital stock (including any sale, disposition or other
transfer following which the applicable New Guarantor is no longer a Subsidiary), of such New Guarantor if such sale, disposition, exchange
or other transfer is made in a manner not in violation of this Indenture;
(d)
at such time such New Guarantor ceases to be guarantee obligations (whether by repayment or otherwise) under the Credit Agreement
or any replacement thereof; and
(e)
upon the exercise of any legal defeasance option or covenant defeasance option under this Indenture or if any obligations relating
to the Securities are discharged or defeased in accordance with the terms of this Indenture.
Unless otherwise defined herein, capitalized terms
used in this Article Three shall have the meanings ascribed to them in that certain Indenture, dated as of July 23, 2015, as amended,
supplemented and modified from time to time, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital
Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, mutatis
mutandis.
The
Trustee agrees to execute a supplemental indenture to evidence the release of any New Guarantor hereunder and any obligations under
the Indenture upon the request of the Company in compliance with Section 1.02 of the Indenture; provided that the release shall be effective
whether or not such supplemental indenture is executed.
For
the avoidance of doubt, none of the New Guarantors are Guarantors under the Indenture. The guarantee of the New Guarantors is granted
solely pursuant to and in accordance with the terms set forth in this Article Three.
The Company hereby certifies to the Trustee that
the issuer and guarantors of the Securities after giving effect to this Eleventh Supplemental Indenture are set forth on Schedule IV hereto.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
5
IN WITNESS WHEREOF, the parties hereto have caused
this Eleventh Supplemental Indenture to be duly executed as of the day and year first written above.
TIME
WARNER CABLE, LLC
By:
/s/ Jeffrey B. Murphy
Name:
Jeffrey B. Murphy
Title:
Senior Vice President, Corporate Finance and Development
THE
GUARANTORS NAMED ON SCHEDULE I HERETO
By:
/s/ Jeffrey B. Murphy
Name:
Jeffrey B. Murphy
Title:
Authorized Signatory
THE
GUARANTORS NAMED ON SCHEDULE II HERETO
By:
/s/ Jeffrey B. Murphy
Name:
Jeffrey B. Murphy
Title:
Senior Vice President, Corporate Finance and Development
[Signature Page to Eleventh
Supplemental Indenture]
THE BANK OF NEW YORK MELLON,
as Trustee
By:
/s/ Terence Rawlins
Name:
Terence Rawlins
Title:
Vice President[
[Signature Page to Eleventh Supplemental Indenture]
Schedule I
Cox Guarantors
BPRF Holdings, LLC, a Delaware limited liability company
CB Commercial Devices, LLC, a Delaware limited liability company
CCI Corporate Services, LLC, a Delaware limited liability company
CCI Devices, LLC, a Delaware limited liability company
Cox Advanced Services Arizona, LLC, a Delaware limited liability company
Cox Advanced Services Arkansas, LLC, a Delaware limited liability company
Cox Advanced Services California, LLC, a Delaware limited liability
company
Cox Advanced Services Connecticut, LLC, a Delaware limited liability
company
Cox Advanced Services Florida, LLC, a Delaware limited liability company
Cox Advanced Services Georgia, LLC, a Delaware limited liability company
Cox Advanced Services Idaho, LLC, a Delaware limited liability company
Cox Advanced Services Iowa, LLC, a Delaware limited liability company
Cox Advanced Services Kansas, LLC, a Delaware limited liability company
Cox Advanced Services Louisiana, LLC, a Delaware limited liability
company
Cox Advanced Services Nebraska, LLC, a Delaware limited liability company
Cox Advanced Services Nevada, LLC, a Delaware limited liability company
Cox Advanced Services North Carolina, LLC, a Delaware limited liability
company
Cox Advanced Services Ohio, LLC, a Delaware limited liability company
Cox Advanced Services Oklahoma, LLC, a Delaware limited liability company
Cox Advanced Services Rhode Island, LLC, a Delaware limited liability
company
Cox Advanced Services Virginia, LLC, a Delaware limited liability company
Cox Arizona Telcom, L.L.C., a Delaware limited liability company
Cox Arkansas Telcom, L.L.C., a Delaware limited liability company
Cox California Telcom, L.L.C., a Delaware limited liability company
Cox Colorado Telcom, L.L.C., a Delaware limited liability company
Cox Communications Arizona, LLC, a Delaware limited liability company
Cox Communications California, LLC, a Delaware limited liability company
Cox Communications EBD Holdings, LLC, a Delaware limited liability
company
Cox Communications Georgia, LLC, a Delaware limited liability company
Cox Communications Gulf Coast, LLC, a Delaware limited liability company
Cox Communications Hampton Roads, L.L.C., a Delaware limited liability
company
Cox Communications Kansas, L.L.C., a Delaware limited liability company
Cox Communications Las Vegas, LLC, a Delaware limited liability company
Cox Communications Louisiana, L.L.C., a Delaware limited liability
company
Cox Communications Missouri, LLC, a Delaware limited liability company
Cox Communications NCC, LLC, a Delaware limited liability company
Cox Communications Omaha, L.L.C., a Delaware limited liability company
Cox Communications Tower, LLC, a Delaware limited liability company
Cox Communications, LLC, a Delaware limited liability company
Cox Connecticut Telcom, L.L.C., a Delaware limited liability company
Cox Florida Telcom, L.P., a Delaware limited partnership
Cox HMS, LLC, a Delaware limited liability company
Cox Horizon Growth, LLC, a Delaware limited liability company
Cox Idaho Telcom, L.L.C., a Delaware limited liability company
Cox Iowa Telcom, L.L.C., a Delaware limited liability company
Cox Kansas Telcom, L.L.C., a Delaware limited liability company
Cox LAHC, LLC, a Delaware limited liability company
Cox Media, L.L.C., a Delaware limited liability company
Cox Missouri Telcom, LLC, a Delaware limited liability company
Cox Nebraska Telcom, L.L.C., a Delaware limited liability company
Cox Nevada Telcom, L.L.C., a Delaware limited liability company
Cox North Carolina Telcom, L.L.C., a Delaware limited liability company
Cox Ohio Telcom, L.L.C., a Delaware limited liability company
Cox Oklahoma Telcom, L.L.C., a Delaware limited liability company
Cox Rhode Island Telcom, L.L.C., a Delaware limited liability company
Cox TMI, LLC, a Delaware limited liability company
Cox Virginia Telcom, L.L.C., a Virginia limited liability company
COX WIRELESS ACCESS, LLC, a Delaware limited liability company
COX/CHARTER MASTER CABLE ADVERTISING, LLC, a Delaware limited liability
company
CoxCom, LLC, a Delaware limited liability company
Fiber Platform Blocker, LLC, a Delaware limited liability company
FIBER PLATFORM HOLDINGS, LLC, a Delaware limited liability company
FIBER PLATFORM, LLC, a Delaware limited liability company
Hospitality Network Louisiana, L.L.C., a Delaware limited liability
company
Hospitality Network Pennsylvania, LLC, a Delaware limited liability
company
Hospitality Network, L.L.C., a Delaware limited liability company
Logicworks Systems, LLC, a Delaware limited liability company
RapidScale, LLC, a California limited liability company
TMI Partner Holdings, LLC, a Delaware limited liability company
Unite Private Networks-Illinois, L.L.C. a Delaware limited liability
company
UPN Intermediate Holdings LLC, a Delaware limited liability company
Schedule II
Charter Guarantors
Charter Communications ASC, LLC
Charter Communications SSC, LLC
Schedule III
Released Guarantors
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico) LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
TWC Media Blocker LLC
TWC Security LLC
TWC Wireless LLC
BHN Home Security Services, LLC
American Cable Entertainment Company, LLC
Bresnan Microwave of Montana, LLC
CC Systems, LLC
CCO Transfers, LLC
Charter Advanced Services (MN), LLC
Charter Advanced Services (MO), LLC
Charter Advanced Services VIII (MN), LLC
Charter Communications Entertainment I, LLC
Charter Communications Entertainment II, LLC
Charter Communications Operating Capital Corp.
Charter Communications Operating, LLC
Charter Communications VII, LLC
Charter Fiberlink - Alabama, LLC
Charter Fiberlink – Illinois, LLC
Charter Helicon, LLC
Falcon Cable Communications, LLC
Helicon Partners I, L.P.
Long Beach, LLC
Phone Transfers (AL), LLC
Phone Transfers (CA), LLC
Phone Transfers (GA), LLC
Phone Transfers (NC), LLC
Phone Transfers (TN), LLC
Phone Transfers (VA), LLC
The Helicon Group, L.P.
VOIP Transfers (AL), LLC
VOIP Transfers (CA) LLC
VOIP Transfers (GA), LLC
VOIP Transfers (NC), LLC
VOIP Transfers (TN), LLC
VOIP Transfers (VA), LLC
TC Technology LLC
TWC/Charter Los Angeles Cable Advertising, LLC
Schedule IV
Issuers and Guarantors of the Securities
BPRF Holdings, LLC, a Delaware limited liability company
Bresnan Broadband Holdings, LLC
CB Commercial Devices, LLC, a Delaware limited liability company
CCI Corporate Services, LLC, a Delaware limited liability company
CCI Devices, LLC, a Delaware limited liability company
CCO Holdings, LLC
CCO NR Holdings, LLC
Charter Communications ASC, LLC
Charter Communications SSC, LLC
Charter Communications VI HoldCo, LLC
Charter Communications VI, L.L.C.
Charter Communications, LLC
Charter Distribution, LLC
Charter Leasing Holding Company, LLC
Charter Procurement Leasing, LLC
Cox Advanced Services Arizona, LLC, a Delaware limited liability company
Cox Advanced Services Arkansas, LLC, a Delaware limited liability company
Cox Advanced Services California, LLC, a Delaware limited liability
company
Cox Advanced Services Connecticut, LLC, a Delaware limited liability
company
Cox Advanced Services Florida, LLC, a Delaware limited liability company
Cox Advanced Services Georgia, LLC, a Delaware limited liability company
Cox Advanced Services Idaho, LLC, a Delaware limited liability company
Cox Advanced Services Iowa, LLC, a Delaware limited liability company
Cox Advanced Services Kansas, LLC, a Delaware limited liability company
Cox Advanced Services Louisiana, LLC, a Delaware limited liability
company
Cox Advanced Services Nebraska, LLC, a Delaware limited liability company
Cox Advanced Services Nevada, LLC, a Delaware limited liability company
Cox Advanced Services North Carolina, LLC, a Delaware limited liability
company
Cox Advanced Services Ohio, LLC, a Delaware limited liability company
Cox Advanced Services Oklahoma, LLC, a Delaware limited liability company
Cox Advanced Services Rhode Island, LLC, a Delaware limited liability
company
Cox Advanced Services Virginia, LLC, a Delaware limited liability company
Cox Arizona Telcom, L.L.C., a Delaware limited liability company
Cox Arkansas Telcom, L.L.C., a Delaware limited liability company
Cox California Telcom, L.L.C., a Delaware limited liability company
Cox Colorado Telcom, L.L.C., a Delaware limited liability company
Cox Communications Arizona, LLC, a Delaware limited liability company
Cox Communications California, LLC, a Delaware limited liability company
Cox Communications EBD Holdings, LLC, a Delaware limited liability
company
Cox Communications Georgia, LLC, a Delaware limited liability company
Cox Communications Gulf Coast, LLC, a Delaware limited liability company
Cox Communications Hampton Roads, L.L.C., a Delaware limited liability
company
Cox Communications Kansas, L.L.C., a Delaware limited liability company
Cox Communications Las Vegas, LLC, a Delaware limited liability company
Cox Communications Louisiana, L.L.C., a Delaware limited liability
company
Cox Communications Missouri, LLC, a Delaware limited liability company
Cox Communications NCC, LLC, a Delaware limited liability company
Cox Communications Omaha, L.L.C., a Delaware limited liability company
Cox Communications Tower, LLC, a Delaware limited liability company
Cox Communications, LLC, a Delaware limited liability company
Cox Connecticut Telcom, L.L.C., a Delaware limited liability company
Cox Florida Telcom, L.P., a Delaware limited partnership
Cox HMS, LLC, a Delaware limited liability company
Cox Horizon Growth, LLC, a Delaware limited liability company
Cox Idaho Telcom, L.L.C., a Delaware limited liability company
Cox Iowa Telcom, L.L.C., a Delaware limited liability company
Cox Kansas Telcom, L.L.C., a Delaware limited liability company
Cox LAHC, LLC, a Delaware limited liability company
Cox Media, L.L.C., a Delaware limited liability company
Cox Missouri Telcom, LLC, a Delaware limited liability company
Cox Nebraska Telcom, L.L.C., a Delaware limited liability company
Cox Nevada Telcom, L.L.C., a Delaware limited liability company
Cox North Carolina Telcom, L.L.C., a Delaware limited liability company
Cox Ohio Telcom, L.L.C., a Delaware limited liability company
Cox Oklahoma Telcom, L.L.C., a Delaware limited liability company
Cox Rhode Island Telcom, L.L.C., a Delaware limited liability company
Cox TMI, LLC, a Delaware limited liability company
Cox Virginia Telcom, L.L.C., a Virginia limited liability company
COX WIRELESS ACCESS, LLC, a Delaware limited liability company
COX/CHARTER MASTER CABLE ADVERTISING, LLC, a Delaware limited liability
company
CoxCom, LLC, a Delaware limited liability company
DukeNet Communications, LLC
Fiber Platform Blocker, LLC, a Delaware limited liability company
FIBER PLATFORM HOLDINGS, LLC, a Delaware limited liability company
FIBER PLATFORM, LLC, a Delaware limited liability company
Hospitality Network Louisiana, L.L.C., a Delaware limited liability
company
Hospitality Network Pennsylvania, LLC, a Delaware limited liability
company
Hospitality Network, L.L.C., a Delaware limited liability company
Logicworks Systems, LLC, a Delaware limited liability company
RapidScale, LLC, a California limited liability company
Spectrum Advanced Services, LLC
Spectrum Gulf Coast, LLC
Spectrum Mid-America, LLC
Spectrum Mobile Equipment, LLC
Spectrum Mobile, LLC
Spectrum New York Metro, LLC
Spectrum NLP, LLC
Spectrum Northeast, LLC
Spectrum Oceanic, LLC
Spectrum Originals Development, LLC
Spectrum Originals, LLC
Spectrum Pacific West, LLC
Spectrum Reach, LLC
Spectrum RSN, LLC
Spectrum Southeast, LLC
Spectrum Sunshine State, LLC
Spectrum TV Essentials, LLC
Spectrum Wireless Holdings, LLC
Time Warner Cable Enterprises LLC
Time Warner Cable, LLC
TMI Partner Holdings, LLC, a Delaware limited liability company
TWC Administration LLC
TWC Communications, LLC
TWC SEE Holdco LLC
Unite Private Networks-Illinois, L.L.C. a Delaware limited liability
company
UPN Intermediate Holdings LLC, a Delaware limited liability company
EX-4.4 — EXHIBIT 4.4
EX-4.4
Filename: tm2623711d1_ex4-4.htm · Sequence: 5
Exhibit 4.4
TIME WARNER CABLE ENTERPRISES LLC,
the guarantors named on Schedule I hereto,
the guarantors named on Schedule II hereto
and
THE BANK OF NEW YORK MELLON.,
as Trustee
Twentieth Supplemental Indenture
Dated as of August 24, 2026
TWENTIETH SUPPLEMENTAL INDENTURE,
dated as of August 24, 2026 among TIME WARNER CABLE ENTERPRISES LLC, a Delaware limited liability company (“TWCE”),
the guarantors named on Schedule I hereto (the “Cox Guarantors”), the guarantors named on Schedule II hereto (the “Charter
Guarantors” and, together with Cox Guarantors, the “New Guarantors”) and THE BANK OF NEW YORK MELLON, a banking
corporation duly organized and existing under the laws of New York, as Trustee (the “Trustee”).
RECITALS
TWCE (as successor to Time
Warner Entertainment Company, L.P.), Time Warner Cable, LLC (as successor to Time Warner Cable Inc.), and the Trustee are parties to an
Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental
Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth Supplemental Indenture
dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated
as of September 29, 1997, a Seventh Supplemental Indenture dated as of December 29, 1997, an Eighth Supplemental Indenture dated
as of December 9, 2003, a Ninth Supplemental Indenture dated as of November 1, 2004, a Tenth Supplemental Indenture dated as
of October 18, 2006, an Eleventh Supplemental Indenture dated as of November 2, 2006, a Twelfth Supplemented Indenture dated
as of September 30, 2012, a Thirteenth Supplemental Indenture dated as of May 18, 2016 (the “Thirteenth Supplemental
Indenture”), the Fourteenth Supplemental Indenture dated as of November 1, 2016 (the “Fourteenth Supplemental
Indenture”), the Fifteenth Supplemental Indenture dated as of December 21, 2017, the Sixteenth Supplemental Indenture dated
as of July 27, 2018, the Seventeenth Supplemental Indenture dated as of June 21, 2019 (the “Seventeenth Supplemental
Indenture”), the Eighteenth Supplemental Indenture dated as of September 6, 2019 and the Nineteenth Supplemental Indenture
dated as of November 19, 2020 (as so supplemented, the “Indenture”), providing for, among other things, (i) the
issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the “Securities”), to
be issued in one or more series as provided in the Indenture and (ii) the guaranties of the Securities by the guarantors party thereof.
WHEREAS, Section 901(7) of
the Indenture provides that TWCE may enter into one or more supplemental indentures in order to secure or guarantee any series of the
Securities;
WHEREAS, on May 16, 2025,
Charter Communications, Inc., a Delaware corporation (“Charter”), Charter Communications Holdings, LLC (“Charter
Holdings”), and Cox Enterprises, Inc. (“Cox Enterprises”) entered into a Transaction Agreement pursuant
to which Charter acquired the commercial fiber and managed IT and cloud services businesses of Cox Communications, Inc. (“Cox
Communications”) and Cox Enterprises contributed the residential cable business of Cox Communications to Charter Holdings. (the
“Transaction”);
WHEREAS, in connection with
the Transaction, TWCE desires to add the New Guarantors as additional guarantors under the Indenture;
WHEREAS, Article Two, clause (d) of the
Thirteenth Supplemental Indenture provides that a guarantee by any New Guarantor (as defined in the Thirteenth Supplemental Indenture)
shall terminate and be of no further force or effect and such New Guarantor shall be automatically released from all obligations under
the Indenture, the Securities and such guarantee upon receipt by the Trustee of an Officers’ Certificate certifying that such New
Guarantor ceases to guarantee obligations (whether by repayment or otherwise) under the Credit Agreement or any replacement thereof;
WHEREAS, Article Three, clause (d) of
the Fourteenth Supplemental Indenture provides that a guarantee by any Additional Guarantor (as defined in the Fourteenth Supplemental
Indenture) shall terminate and be of no further force or effect and such Additional Guarantor shall be automatically released from all
obligations under the Indenture, the Securities and such guarantee upon receipt by the Trustee of an Officers’ Certificate certifying
that such Additional Guarantor ceases to guarantee to guarantee Indebtedness for Borrowed Money (whether by repayment or otherwise) under
the Credit Agreement or any replacement thereof;
WHEREAS, Article Three, clause (d) of
the Seventeenth Supplemental Indenture provides that a guarantee by any Other Guarantor (as defined in the Seventeenth Supplemental Indenture)
shall terminate and be of no further force or effect and such Other Guarantor shall be automatically released from all obligations under
the Indenture, the Securities and such guarantee upon receipt by the Trustee of an Officers’ Certificate certifying that such Other
Guarantor ceases to guarantee Indebtedness for Borrowed Money (whether by repayment or otherwise) under the Credit Agreement or any replacement
thereof;
WHEREAS, each of the guarantors named on Schedule
III hereto (collectively, the “Released Guarantors”) has ceased to be a guarantor under the Credit Agreement in a manner
not in violation of the Indenture;
WHEREAS, Section 901(10) of the Indenture
provides that the Trustee may enter into one or more indentures supplemental for the purposes of supplementing the Indenture which may
be inconsistent with any other provision of the Indenture provided that such action shall not adversely affect the interest of the Holders
(as defined in the Indenture) of Securities of any series in any material respect;
WHEREAS, Article Two of the Thirteenth Supplemental
Indenture provides that the Trustee agrees to execute a supplemental indenture to evidence the release of any New Guarantor thereunder;
WHEREAS, Article Three of the Fourteenth Supplemental
Indenture provides that the Trustee agrees to execute a supplemental indenture to evidence the release of any Additional Guarantor thereunder;
WHEREAS, Article Three of the Seventeenth
Supplemental Indenture provides that the Trustee agrees to execute a supplemental indenture to evidence the release of any Other Guarantor
thereunder;
WHEREAS, TWCE and the
New Guarantors have duly authorized the execution and delivery of this Twentieth Supplemental Indenture to provide for the addition of
the New Guarantors and the release of Released Guarantors;
WHEREAS, this Twentieth Supplemental
Indenture is being executed pursuant to and in accordance with Article Two of the Thirteenth Supplemental Indenture, Article Three
of the Fourteenth Supplemental Indenture, Article Three of the Seventeenth Supplemental Indenture and Section 901 of the Indenture;
and
WHEREAS, all things necessary
to make this Twentieth Supplemental Indenture a valid and binding agreement of TWCE and the New Guarantors in accordance with its terms
have been done.
2
NOW, THEREFORE, WITNESSETH:
For and in consideration of
the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed,
for the equal and proportionate benefit of all Holders of the Securities, as follows:
Article One
INCORPORATION OF PREVIOUS DOCUMENTS
Section 1.01 Incorporation
of Previous Documents.
This Twentieth Supplemental
Indenture is a supplemental indenture within the meaning of the Indenture and shall be read together therewith, and shall have the same
effect as though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions
of the Indenture are incorporated herein by reference.
Section 1.02 Definitions.
Unless otherwise provided
herein and specified in Article Two or Article Three below, the terms used herein shall have the meanings ascribed to such terms
in the Indenture.
Section 1.03 Governing
Law.
This Twentieth Supplemental
Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.
Section 1.04 Trustee.
The Trustee makes no representation
as to the validity or sufficiency of this Twentieth Supplemental Indenture, except as to the satisfaction of the Trustee with the form
hereof. The recitals and statements herein are deemed to be those of the parties hereto other than the Trustee.
Section 1.05 Counterparts.
This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
Section 1.06 Interpretation.
This document shall not be
used and is not intended to be used to interpret any other document or agreement other than the Indenture.
Article Two
RELEASE OF GUARANTEE
The Trustee hereby acknowledges, without recourse,
representation or warranty, that the guarantee of each of the Released Guarantors has been terminated as of the date hereof and shall
be of no further force or effect and each of the Released Guarantors has been released from all obligations under the Indenture, the Securities
and such guarantee.
3
Article Three
AGREEMENT TO GUARANTEE
By execution of this Twentieth
Supplemental Indenture, each of the New Guarantors will fully, irrevocably and unconditionally guarantee, to each Holder of Securities
and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities
when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Obligors under the
Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable
grace periods of all other obligations of the Obligors under the Indenture and the Securities; provided that such guarantee shall terminate
and be of no further force or effect and such New Guarantor shall be automatically released from all obligations hereunder and under the
Indenture, any Securities and this guarantee if at least one of the following conditions has been met:
(a) upon
the occurrence of a Collateral Release Event;
(b) at
such time as such New Guarantor is either (in all cases whether by repayment or otherwise): (A) not an issuer or guarantor of any
item of Indebtedness for Borrowed Money and any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently
will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect
to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its guarantee); or
(B) released or relieved as an issuer or guarantor of its obligations of an item of Indebtedness for Borrowed Money and not an issuer
or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor
of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect to all Equally and Ratably Secured
Indebtedness shall cease to exist substantially concurrently with such release of its guarantee);
(c) upon
the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of (i) all
or substantially all the assets of or (ii) any Equity Interests of the capital stock (including any sale, disposition or other transfer
following which the applicable New Guarantor is no longer a Subsidiary), of such New Guarantor if such sale, disposition, exchange or
other transfer is made in a manner not in violation of this Indenture;
(d) at
such time such New Guarantor ceases to guarantee obligations (whether by repayment or otherwise) under the Credit Agreement or any replacement
thereof; and
(e) upon
the exercise of any legal defeasance option or covenant defeasance option under this Indenture or if any obligations relating to the Securities
are discharged or defeased in accordance with the terms of this Indenture.
Unless otherwise defined herein,
capitalized terms used in this Article Three shall have the meanings ascribed to them in that certain Indenture, dated as of July 23,
2015, as amended, supplemented and modified from time to time, by and among Charter Communications Operating, LLC, Charter Communications
Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral
agent, mutatis mutandis.
The Trustee agrees to execute
a supplemental indenture to evidence the release of any New Guarantor hereunder and any obligations under the Indenture upon the request
of TWCE in compliance with Section 102 of the Indenture; provided that the release shall be effective whether or not such supplemental
indenture is executed.
For the avoidance of doubt,
none of the New Guarantors are Guarantors under the Indenture. The guarantee of the New Guarantors is granted solely pursuant to and in
accordance with the terms set forth in this Article Three.
The Company hereby certifies to the Trustee that
the issuer and guarantors of the Securities after giving effect to this Twentieth Supplemental Indenture are set forth on Schedule IV
hereto.
[Signature page follows]
4
IN WITNESS WHEREOF, the parties hereto have caused
this Twentieth Supplemental Indenture to be duly executed by their respective officers or agents as of the day and year first above written.
TIME WARNER CABLE ENTERPRISES LLC
By:
/s/ Jeffrey B. Murphy
Name:
Jeffrey B. Murphy
Title:
Senior Vice President, Corporate Finance and Development
THE
GUARANTORS NAMED ON SCHEDULE I HERETO
By:
/s/ Jeffrey B. Murphy
Name:
Jeffrey B. Murphy
Title:
Authorized Signatory
THE
GUARANTORS NAMED ON SCHEDULE II HERETO
By:
/s/ Jeffrey B. Murphy
Name:
Jeffrey B. Murphy
Title:
Senior Vice President, Corporate Finance and Development
[Signature Page to Twentieth
Supplemental Indenture]
THE BANK OF NEW YORK MELLON,
as Trustee
By:
/s/ Terence Rawlins
Name:
Terence Rawlins
Title:
Vice President
[Signature Page to Twentieth
Supplemental Indenture]
Schedule I
Cox Guarantors
BPRF Holdings, LLC, a Delaware limited liability company
CB Commercial Devices, LLC, a Delaware limited liability company
CCI Corporate Services, LLC, a Delaware limited liability company
CCI Devices, LLC, a Delaware limited liability company
Cox Advanced Services Arizona, LLC, a Delaware limited liability company
Cox Advanced Services Arkansas, LLC, a Delaware limited liability company
Cox Advanced Services California, LLC, a Delaware limited liability
company
Cox Advanced Services Connecticut, LLC, a Delaware limited liability
company
Cox Advanced Services Florida, LLC, a Delaware limited liability company
Cox Advanced Services Georgia, LLC, a Delaware limited liability company
Cox Advanced Services Idaho, LLC, a Delaware limited liability company
Cox Advanced Services Iowa, LLC, a Delaware limited liability company
Cox Advanced Services Kansas, LLC, a Delaware limited liability company
Cox Advanced Services Louisiana, LLC, a Delaware limited liability
company
Cox Advanced Services Nebraska, LLC, a Delaware limited liability company
Cox Advanced Services Nevada, LLC, a Delaware limited liability company
Cox Advanced Services North Carolina, LLC, a Delaware limited liability
company
Cox Advanced Services Ohio, LLC, a Delaware limited liability company
Cox Advanced Services Oklahoma, LLC, a Delaware limited liability company
Cox Advanced Services Rhode Island, LLC, a Delaware limited liability
company
Cox Advanced Services Virginia, LLC, a Delaware limited liability company
Cox Arizona Telcom, L.L.C., a Delaware limited liability company
Cox Arkansas Telcom, L.L.C., a Delaware limited liability company
Cox California Telcom, L.L.C., a Delaware limited liability company
Cox Colorado Telcom, L.L.C., a Delaware limited liability company
Cox Communications Arizona, LLC, a Delaware limited liability company
Cox Communications California, LLC, a Delaware limited liability company
Cox Communications EBD Holdings, LLC, a Delaware limited liability
company
Cox Communications Georgia, LLC, a Delaware limited liability company
Cox Communications Gulf Coast, LLC, a Delaware limited liability company
Cox Communications Hampton Roads, L.L.C., a Delaware limited liability
company
Cox Communications Kansas, L.L.C., a Delaware limited liability company
Cox Communications Las Vegas, LLC, a Delaware limited liability company
Cox Communications Louisiana, L.L.C., a Delaware limited liability
company
Cox Communications Missouri, LLC, a Delaware limited liability company
Cox Communications NCC, LLC, a Delaware limited liability company
Cox Communications Omaha, L.L.C., a Delaware limited liability company
Cox Communications Tower, LLC, a Delaware limited liability company
Cox Communications, LLC, a Delaware limited liability company
Cox Connecticut Telcom, L.L.C., a Delaware limited liability company
Cox Florida Telcom, L.P., a Delaware limited partnership
Cox HMS, LLC, a Delaware limited liability company
Cox Horizon Growth, LLC, a Delaware limited liability company
Cox Idaho Telcom, L.L.C., a Delaware limited liability company
Cox Iowa Telcom, L.L.C., a Delaware limited liability company
Cox Kansas Telcom, L.L.C., a Delaware limited liability company
Cox LAHC, LLC, a Delaware limited liability company
Cox Media, L.L.C., a Delaware limited liability company
Cox Missouri Telcom, LLC, a Delaware limited liability company
Cox Nebraska Telcom, L.L.C., a Delaware limited liability company
Cox Nevada Telcom, L.L.C., a Delaware limited liability company
Cox North Carolina Telcom, L.L.C., a Delaware limited liability company
Cox Ohio Telcom, L.L.C., a Delaware limited liability company
Cox Oklahoma Telcom, L.L.C., a Delaware limited liability company
Cox Rhode Island Telcom, L.L.C., a Delaware limited liability company
Cox TMI, LLC, a Delaware limited liability company
Cox Virginia Telcom, L.L.C., a Virginia limited liability company
COX WIRELESS ACCESS, LLC, a Delaware limited liability company
COX/CHARTER MASTER CABLE ADVERTISING, LLC, a Delaware limited liability
company
CoxCom, LLC, a Delaware limited liability company
Fiber Platform Blocker, LLC, a Delaware limited liability company
FIBER PLATFORM HOLDINGS, LLC, a Delaware limited liability company
FIBER PLATFORM, LLC, a Delaware limited liability company
Hospitality Network Louisiana, L.L.C., a Delaware limited liability
company
Hospitality Network Pennsylvania, LLC, a Delaware limited liability
company
Hospitality Network, L.L.C., a Delaware limited liability company
Logicworks Systems, LLC, a Delaware limited liability company
RapidScale, LLC, a California limited liability company
TMI Partner Holdings, LLC, a Delaware limited liability company
Unite Private Networks-Illinois, L.L.C. a Delaware limited liability
company
UPN Intermediate Holdings LLC, a Delaware limited liability company
Schedule II
Charter Guarantors
Charter Communications ASC, LLC
Charter Communications SSC, LLC
Schedule III
Released Guarantors
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico) LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
TWC Media Blocker LLC
TWC Security LLC
TWC Wireless LLC
BHN Home Security Services, LLC
American Cable Entertainment Company, LLC
Bresnan Microwave of Montana, LLC
CC Systems, LLC
CCO Transfers, LLC
Charter Advanced Services (MN), LLC
Charter Advanced Services (MO), LLC
Charter Advanced Services VIII (MN), LLC
Charter Communications Entertainment I, LLC
Charter Communications Entertainment II, LLC
Charter Communications Operating Capital Corp.
Charter Communications Operating, LLC
Charter Communications VII, LLC
Charter Fiberlink - Alabama, LLC
Charter Fiberlink – Illinois, LLC
Charter Helicon, LLC
Falcon Cable Communications, LLC
Helicon Partners I, L.P.
Long Beach, LLC
Phone Transfers (AL), LLC
Phone Transfers (CA), LLC
Phone Transfers (GA), LLC
Phone Transfers (NC), LLC
Phone Transfers (TN), LLC
Phone Transfers (VA), LLC
The Helicon Group, L.P.
VOIP Transfers (AL), LLC
VOIP Transfers (CA) LLC
VOIP Transfers (GA), LLC
VOIP Transfers (NC), LLC
VOIP Transfers (TN), LLC
VOIP Transfers (VA), LLC
TC Technology LLC
TWC/Charter Los Angeles Cable Advertising, LLC
Schedule IV
Securities Guarantors
BPRF Holdings, LLC, a Delaware limited liability company
Bresnan Broadband Holdings, LLC
CB Commercial Devices, LLC, a Delaware limited liability company
CCI Corporate Services, LLC, a Delaware limited liability company
CCI Devices, LLC, a Delaware limited liability company
CCO Holdings, LLC
CCO NR Holdings, LLC
Charter Communications ASC, LLC
Charter Communications SSC, LLC
Charter Communications VI HoldCo, LLC
Charter Communications VI, L.L.C.
Charter Communications, LLC
Charter Distribution, LLC
Charter Leasing Holding Company, LLC
Charter Procurement Leasing, LLC
Cox Advanced Services Arizona, LLC, a Delaware limited liability company
Cox Advanced Services Arkansas, LLC, a Delaware limited liability company
Cox Advanced Services California, LLC, a Delaware limited liability
company
Cox Advanced Services Connecticut, LLC, a Delaware limited liability
company
Cox Advanced Services Florida, LLC, a Delaware limited liability company
Cox Advanced Services Georgia, LLC, a Delaware limited liability company
Cox Advanced Services Idaho, LLC, a Delaware limited liability company
Cox Advanced Services Iowa, LLC, a Delaware limited liability company
Cox Advanced Services Kansas, LLC, a Delaware limited liability company
Cox Advanced Services Louisiana, LLC, a Delaware limited liability
company
Cox Advanced Services Nebraska, LLC, a Delaware limited liability company
Cox Advanced Services Nevada, LLC, a Delaware limited liability company
Cox Advanced Services North Carolina, LLC, a Delaware limited liability
company
Cox Advanced Services Ohio, LLC, a Delaware limited liability company
Cox Advanced Services Oklahoma, LLC, a Delaware limited liability company
Cox Advanced Services Rhode Island, LLC, a Delaware limited liability
company
Cox Advanced Services Virginia, LLC, a Delaware limited liability company
Cox Arizona Telcom, L.L.C., a Delaware limited liability company
Cox Arkansas Telcom, L.L.C., a Delaware limited liability company
Cox California Telcom, L.L.C., a Delaware limited liability company
Cox Colorado Telcom, L.L.C., a Delaware limited liability company
Cox Communications Arizona, LLC, a Delaware limited liability company
Cox Communications California, LLC, a Delaware limited liability company
Cox Communications EBD Holdings, LLC, a Delaware limited liability
company
Cox Communications Georgia, LLC, a Delaware limited liability company
Cox Communications Gulf Coast, LLC, a Delaware limited liability company
Cox Communications Hampton Roads, L.L.C., a Delaware limited liability
company
Cox Communications Kansas, L.L.C., a Delaware limited liability company
Cox Communications Las Vegas, LLC, a Delaware limited liability company
Cox Communications Louisiana, L.L.C., a Delaware limited liability
company
Cox Communications Missouri, LLC, a Delaware limited liability company
Cox Communications NCC, LLC, a Delaware limited liability company
Cox Communications Omaha, L.L.C., a Delaware limited liability company
Cox Communications Tower, LLC, a Delaware limited liability company
Cox Communications, LLC, a Delaware limited liability company
Cox Connecticut Telcom, L.L.C., a Delaware limited liability company
Cox Florida Telcom, L.P., a Delaware limited partnership
Cox HMS, LLC, a Delaware limited liability company
Cox Horizon Growth, LLC, a Delaware limited liability company
Cox Idaho Telcom, L.L.C., a Delaware limited liability company
Cox Iowa Telcom, L.L.C., a Delaware limited liability company
Cox Kansas Telcom, L.L.C., a Delaware limited liability company
Cox LAHC, LLC, a Delaware limited liability company
Cox Media, L.L.C., a Delaware limited liability company
Cox Missouri Telcom, LLC, a Delaware limited liability company
Cox Nebraska Telcom, L.L.C., a Delaware limited liability company
Cox Nevada Telcom, L.L.C., a Delaware limited liability company
Cox North Carolina Telcom, L.L.C., a Delaware limited liability company
Cox Ohio Telcom, L.L.C., a Delaware limited liability company
Cox Oklahoma Telcom, L.L.C., a Delaware limited liability company
Cox Rhode Island Telcom, L.L.C., a Delaware limited liability company
Cox TMI, LLC, a Delaware limited liability company
Cox Virginia Telcom, L.L.C., a Virginia limited liability company
COX WIRELESS ACCESS, LLC, a Delaware limited liability company
COX/CHARTER MASTER CABLE ADVERTISING, LLC, a Delaware limited liability
company
CoxCom, LLC, a Delaware limited liability company
DukeNet Communications, LLC
Fiber Platform Blocker, LLC, a Delaware limited liability company
FIBER PLATFORM HOLDINGS, LLC, a Delaware limited liability company
FIBER PLATFORM, LLC, a Delaware limited liability company
Hospitality Network Louisiana, L.L.C., a Delaware limited liability
company
Hospitality Network Pennsylvania, LLC, a Delaware limited liability
company
Hospitality Network, L.L.C., a Delaware limited liability company
Logicworks Systems, LLC, a Delaware limited liability company
RapidScale, LLC, a California limited liability company
Spectrum Advanced Services, LLC
Spectrum Gulf Coast, LLC
Spectrum Mid-America, LLC
Spectrum Mobile Equipment, LLC
Spectrum Mobile, LLC
Spectrum New York Metro, LLC
Spectrum NLP, LLC
Spectrum Northeast, LLC
Spectrum Oceanic, LLC
Spectrum Originals Development, LLC
Spectrum Originals, LLC
Spectrum Pacific West, LLC
Spectrum Reach, LLC
Spectrum RSN, LLC
Spectrum Southeast, LLC
Spectrum Sunshine State, LLC
Spectrum TV Essentials, LLC
Spectrum Wireless Holdings, LLC
Time Warner Cable Enterprises LLC
Time Warner Cable, LLC
TMI Partner Holdings, LLC, a Delaware limited liability company
TWC Administration LLC
TWC Communications, LLC
TWC SEE Holdco LLC
Unite Private Networks-Illinois, L.L.C. a Delaware limited liability
company
UPN Intermediate Holdings LLC, a Delaware limited liability company
EX-4.5 — EXHIBIT 4.5
EX-4.5
Filename: tm2623711d1_ex4-5.htm · Sequence: 6
Exhibit
4.5
EX-4.6 — EXHIBIT 4.6
EX-4.6
Filename: tm2623711d1_ex4-6.htm · Sequence: 7
Exhibit 4.6
OFFICERS' CERTIFICATE
OF
COX COMMUNICATIONS, INC.
Pursuant to Sections 2.03 and 2,05 of the Indenture
Pursuant to Sections 2.03 and 2.05 of the
Indenture, dated as of June 27, 1995, between Cox
Communications, Inc. (the "Company") and The Bank of
New York, as trustee (the "Trustee"), relating to w'mal
$200,000,000 in aggregate principal amount of the Company's
6.40% Notes Due 2008 (the "Notes") and $200,000,000 in
aggregate principal amount of the Company's 6.80% Debentures
Due 2028 (the "Debentures"), we, James 0. Robbins and Jimmy
W. Hayes, as the Chief Executive Officer and Senior Vice
President, Finance, respectively, of the Company, on behalf
of the Company, certify as follows: änk
1. We incorporated the terms of the Notes and the
Debentures, specimen certificates of which are attached
hereto as Exhibit A and Exhibit B, respectively, by
reference in this Officers' Certificate.
2. We have read the provisions of the Indenture
(including Sections 2.03 and 2.05) and have reviewed all
conditions precedent to the authentication and delivery of
the Notes and the Debentures as set forth in the Indenture,
the terms of which are incorporated by reference in this
Officers Certificate.
AIL
3. We have reviewed the resolutions of the
Company, including the resolutions of the Board of Directors
of the Company and the Pricing Committee of the Board of
Directors of the Company authorizing such actions (which are
attached hereto as Exhibit C and Exhibit D, respectively),
and certain other documents, and have made such independent
investigation as we deemed necessary to enable us to express
an informed opinion as to whether or not such conditions
precedent have been complied with.
4. In our opinion, all such conditions precedent
have been complied with.
Dated as of July 27, 1958.
COX IONS, INC.
by
mes 0. Robbins
Let Executive officer
'W44 J1
1.1/44Si
W. Haye
Se or Vice President,
aisc\ ce
•Th
CP v
Nt\
v
sbe
#
EX-4.7 — EXHIBIT 4.7
EX-4.7
Filename: tm2623711d1_ex4-7.htm · Sequence: 8
Exhibit 4.7
EXECUTION COPY
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee
EIGHTH SUPPLEMENTAL INDENTURE
Dated as of December 1, 2006
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of Debt Securities
designated
5.875% Notes due 2016
6.450% Notes due 2036
EIGHTH SUPPLEMENTAL
INDENTURE, dated as of the 1st day of December, 2006 between COX COMMUNICATIONS, INC., a corporation existing under the laws of the
State of Delaware, having its principal executive office located at 1400 Lake Heam Drive, NE, Atlanta, Georgia 30319 (the “Company’’),
and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, having a designated
office located at l00 Ashford Center North, Suite 520, Atlanta, Georgia 30338, as trustee (the “Trustee”);
WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture” and,
as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of
its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt Securities”),
unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company,
in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and
issuance of, two new series of Debt Securities designated as the “5.875% Notes due 2016” in the initial aggregate
principal amount of $600,000,000 (the “2016 Notes”) and the “6.450% Notes due 2036” in the initial aggregate
principal amount of $400,000,000 (the “2036 Notes” and, together with the 2016 Notes, the
“Notes”);
WHEREAS, Section 9.01
of the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the
consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities
of any series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS, all things necessary
to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to
the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations
of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS
EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the form and terms of the series
of Debt Securities designated as the “5.875% Notes due 2016” and the “6.450% Notes due 2036” and for and in
consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for
other good and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as
follows:
ARTICLE l
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to two series of Debt Securities (consisting of the
Notes) created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have
the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental Indenture
but not defined herein shall have the meaning specified in the Original Indenture.
“Agent Members”
has the meaning specified in Section 209(e)(v).
“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Business Day’’ means
any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City of New
York are authorized or obligated by law to close.
“cash” means
U.S. legal tender.
“Certificated Notes”
means a note required to bear the Legend set forth on the forms of the Notes attached as Exhibits A-1 and A-2 to this Supplemental Indenture.
“Clearstream”
means Clearstream Banking, société anonyme (formerly Cedelbank).
“Comparable Treasury
Issue” means, with respect to the Notes subject to redemption, the United States Treasury security or securities (in the case of
a redemption of both the 2016 Notes and the 2036 Notes) selected by the Quotation Agent as having an actual or interpolated maturity or
maturities, as the case may be, comparable to the remaining life of the Notes to be redeemed that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the
remaining life of the Notes to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date for the Notes, the average of the Reference Treasury Dealer Quotations
for each series or partial series of the Notes subject to redemption on such Redemption Date, after excluding the highest and lowest of
such Reference Treasury Dealer Quotations for each series of the Notes subject to redemption, or, if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations for each series of the
Notes subject to redemption, the average of all such quotations.
“Debt Securities” has
the meaning specified in the first recital hereof.
2
“Depositary”
means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have
been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean
or include such successor and any nominee thereof.
“DTC” means The Depository Trust
Company.
“Euroclear” means the Euroclear System.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Global Note”
means a Note issued in global form and deposited with or on behalf of the Depositary.
“Holder”
and “Noteholder,” in the case of any Note, means the Person in whose name such Note is registered in the Debt Security
Register.
“Institutional Accredited
Investor” means an institutional “accredited investor” as defined in Rule 50l(a)(l), (2), (3) and (7) under
the Securities Act.
“Interest Payment Date,” in respect
of any Note, has the meaning assigned to it in such Note.
“Issue Date” means December 1,
2006.
“Issue
Price” of any Note means, in connection with the original issuance of such Note, the initial issue price as set forth on the
face of the Note.
“Legend” has the meaning specified
in Section 207(c).
“Notes” has the meaning specified
in the recitals hereof.
“Purchase
Agreement” means the Purchase Agreement dated November 28, 2006, among the Company and Barclays Capital Inc., Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, acting as
representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional Buyer”
has the meaning specified in Rule 144A.
“Quotation Agent” means a Reference
Treasury Dealer appointed by the Company.
“Redemption Date,” with
respect to any 2016 Note or 2036 Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the
terms of such Notes and Article III of the Original Indenture. If the Redemption Date is not an Interest Payment Date, the
amount of the scheduled interest payment on the next succeeding Interest Payment Date will be reduced by the amount of interest
accrued to the Redemption Date.
3
“Redemption Price,”
with respect to any 2016 Note or 2036 Note or portion thereof to be redeemed, means the greater of:
(a) 100%
of the principal amount of the 2016 Notes or 2036 Notes or portion thereof, as applicable, to be
redeemed; or
(b) the
sum, as determined by the Quotation Agent, of the present values of the principal amount and the
remaining scheduled payments of interest on such 2016 Notes or 2036 Notes, as applicable (and, for avoidance of doubt, calculated
separately for each series of Notes subject to redemption) to be redeemed (exclusive of interest accrued to the Redemption Date), in
each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points in the case of the 2016 Notes and 30 basis
points in the case of the 2036 Notes,
plus,
in either case, accrued and unpaid interest thereon to the Redemption Date.
“Reference Treasury
Dealer” means, with respect to the Notes subject to redemption, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated and their respective successors, and at least one other primary United States Government securities dealer in New
York City selected by Wachovia Capital Markets, LLC and two other primary United States Government securities dealers selected by
the Company.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of
its principal amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Regulation S” means Regulation
S under the Securities Act.
“Regulation S
Global Note” means a Global Note in the form of the Notes attached hereto as Exhibits A-1 and A-2, and that is deposited with
and registered in the name of the Depositary, representing Notes sold in offshore transactions in reliance on Regulation S.
“Resale
Restriction Termination Date” means the date that is two years after the later of (i) the Issue Date and (ii) the
last date on which the Company or any Affiliate of the Company was the owner of the applicable aggregate principal amount of any
series of Notes or any beneficial interest in such Notes.
“Restricted
Note” means a Note required to bear the restrictive Legends set forth on the forms of Note attached as Exhibits A-1 and A-2 to
this Supplemental Indenture.
“Rule 144A”
means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.
“SEC” means the U.S. Securities
and Exchange Commission.
4
“Securities Act” means the Securities
Act of 1933, as amended.
“Supplemental Indenture” means
this Eighth Supplemental Indenture.
“Treasury Rate” has the meaning
assigned to it in the Notes.
“Trustee” has the meaning specified
in the first paragraph hereof.
“US Global
Note” means a Global Note in the form of the Notes attached hereto as Exhibits A-1 and A-2, and that is deposited with and
registered in the name of the Depositary, representing Notes sold in reliance on Rule 144A.
SECTION 102
Section References. Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context
otherwise requires, refer to this Supplemental Indenture.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The Notes shall be known and designated as the “5.875% Notes due 2016” and the “6.450% Notes due 2036”
of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially
limited to $600,000,000 for the 2016 Notes and $400,000,000 for the 2036 Notes, except for Notes authenticated and delivered upon
registration of transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the
Indenture, or upon repayment in part of any 2016 Note or 2036 Note pursuant to Article III of the Original Indenture. The
Company shall have the ability to reopen any series of the Notes and issue additional Notes of such series or establish different
terms of such series.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2016 Notes shall be December 1, 2016. The Stated Maturity of the 2036 Notes shall be
December 1, 2036.
SECTION 204 Interest.
(a) The
2016 Notes shall bear interest at the rate of 5.875% from December 1, 2006 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 1 and
December 1 of each year, beginning on June 1, 2007, to the Persons in whose names such
Notes are registered at the close of business on the immediately preceding May 15 or November 15, as the case may be,
whether or not a Business Day. Interest on the 2016 Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
(b) The
2036 Notes shall bear cash interest at the rate of 6.450% from December 1, 2006 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 1 and
December 1 of each year, beginning on June 1, 2007, to the Persons in whose names such
Notes are registered at the close of business on the immediately preceding May 15 or November 15, as the case may be,
whether or not a Business Day. Interest on the 2036 Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
5
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its
nominee, as the case may be, as the registered owner and holder of the Global Notes representing the Notes. In the event that the
Notes are issued in the form of Certificated Notes, payments of principal, premium, if any, and interest thereon will be at the
office of the Trustee in The City of New York designated for such purpose, provided that payment of interest, other than interest
payable at Stated Maturity or upon redemption, may be made at the option of the Company by check mailed by the Trustee to the
address of the Person entitled as shown on the Debt Securities Registrar.
(b) If
any Stated Maturity date, Redemption Date or Interest Payment Date, falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day, and no interest shall accrue on the amount so payable for the period of such payment date and the next
Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other
coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and
private debt.
SECTION 206 Redemption.
Both series of the Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-1 and A-2.
The Notes are being offered
and sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in
the form of one or more US Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate
principal amount of the US Global Notes may from time to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary as hereinafter provided.
Notes offered and
sold in offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the
form of one or more Regulation S Global Notes in definitive fully registered form without interest coupons, deposited on behalf of
the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear
and Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased
or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
6
Each Global Note
shall represent such of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of Outstanding Notes from time to time endorsed thereon and the aggregate principal amount of Outstanding
Notes represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate
principal amount of a Global Note representing the Notes to reflect the amount of any decrease in the principal amount of
Outstanding Notes represented thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as
required by Section 209 hereof and shall be made on the records of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall
execute and the Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture,
authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary,
(b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear
legends substantially to the following effect:
“UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE EIGHTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.”
7
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial
interests in Global Notes will not be entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global
Note transferred in accordance with Section 209(a)(ii) to an Institutional Accredited Investor who is not a Qualified
Institutional Buyer and beneficial interests in a Global Note transferred to the beneficial holders thereof pursuant to
Section 209(e) will be issued in certificated, registered form without interest coupons.
(c) Restrictive
Legends. Until the Resale Restriction Termination Date, all Global Notes and all Certificated Notes with respect to any series of
the Notes shall bear a legend (the “Legend,,) in substantially the following form, unless such Notes have been sold pursuant
to a registration statement that has been declared effective under the Securities Act:
“THE NOTES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER
OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN
OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE
MEANING OF RULE 501(a)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A
MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.”
8
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary,
transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 209 and this
Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a
successor of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on
transfer and bearing the Legend, or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend,
or the Legend shall not be removed, as the case may be, unless there is delivered to the Company
and the Registrar such satisfactory evidence, which shall include an opinion of counsel, as may be reasonably required by the
Company and the Registrar, that neither the Legend nor the restrictions on transfer set forth therein are required to ensure that
transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act, that such
Notes are not “restricted” within the meaning of Rule 144 under the Securities Act or that any such exchange or
replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i) provision of such
satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale or exchange of such
Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the
Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and
the Note is subsequently held by an Affiliate of the Company, the Legend shall be
reinstated.
9
The
Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Supplemental Indenture or under applicable law with respect to
any transfer of any interest in any Note (including transfers between or among the Depositary’s participants or beneficial owners of
interest in any Global Note) other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this
Supplemental Indenture, and to examine the same to determine substantial compliance as to form with the express requirements
hereof.
SECTION 209 Global Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a
beneficial interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and
Section 209(a)(ii) below, and (C) transfers of a Certificated Note shall comply with Section 2.07 of the
Indenture and Sections 209(a)(iii) and (iv) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person
other than the Depositary or a nominee thereof, and no such transfer to any such other Person may be registered; provided that this
clause (i) shall not prohibit any transfer of a Note that is issued in exchange for a Global Note but is not itself a Global
Note. No transfer of a Note to any Person shall be effective under the Indenture or the Notes unless and until such Note has been
registered in the name of such Person. Nothing in this Section 209(a)(i) shall prohibit or render ineffective any transfer
of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A
beneficial interest in a Global Note may not be exchanged for a Certificated Note except upon satisfaction of the requirements set forth
below. Upon receipt by the Trustee of a request for transfer of a beneficial interest in a Global Note in accordance with Applicable
Procedures for a Certificated Note in the form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Securities, certification, in the form set forth in
Exhibit.B-1
attached hereto, and, if requested by the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached
hereto, that such beneficial interest in the Global Note is being transferred to an
Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books
and records with respect to such Global Note to reflect a decrease in the aggregate principal amount of the Notes represented by the
Global Note, such instructions to contain information regarding the Depositary account to be
credited with such decrease; and
10
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the
Registrar, the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount
of the Certificated Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of
the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated
Note so issued.
(iii) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x)
to register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the Registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated
Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Legend.
11
(iv) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A
Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set
forth below.
Upon receipt by the Trustee of a
Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee,
together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1,
that such Certificated Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on
its books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes
represented by the Global Note, such instructions to contain information regarding the Depositary account to be credited with such
increase,
then the Trustee shall cancel such
Certificated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing
between the Depositary and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by
the aggregate principal amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated
Note so cancelled. If no Global Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt
of a Company Order, a new Global Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer
provided in the Legend including the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or
surrendered for registration of transfer or for exchange for a Note registered in a name other than that of the Holder, such Note
must be accompanied by a certificate in substantially the form set forth in Exhibit B-1, dated the date of such surrender and
signed by the Holder of such Note, as to compliance with such restrictions on transfer. The Registrar shall not be required to
accept for such registration of transfer or exchange any Note not so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Legend upon the transferability of any Note shall cease and
terminate when such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may
be transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto) or, if earlier, upon
the expiration of the holding period applicable to sales thereof under Rule 144(k) under the Securities Act (or any
successor provision). Any Note as to which such restrictions on transfer shall have expired in accordance with their terms or shall
have terminated may, upon a surrender of such Note for exchange to the Registrar in accordance with the provisions of this
Section 209 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the
Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company, the
Trustee and the Registrar and in form acceptable to the Company, to the effect that the transfer of such Note has been made in
compliance with Rule 144 or such successor provision), be exchanged for a new Note, of like tenor and aggregate principal
amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of the effective date of any registration
statement registering the Notes under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the aforementioned opinion of counsel.
12
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Note.
(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be
exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees
thereof, provided that a Global Note may be exchanged for Notes registered in the names of any Person designated by the Depositary
in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as depositary for such
Global Note or the Depositary has ceased to be a “clearing agency’’ registered under the Exchange Act, and a successor
Depositary is not appointed by the Company within 90 days or (ii) an Event of Default has occurred and is continuing with
respect to the Notes. Any Global Note exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part,
and any Global Note exchanged pursuant to clause (ii) above may be exchanged in whole or from time to time in part as directed
by the Depositary. In the event that Certificated Notes are issued in respect of beneficial interests in a Regulation S Global Note
at any time prior to one year after the date of this Supplemental Indenture (other than in a transaction subject to Rule 144A),
the Company shall as promptly as practicable, institute procedures, including appropriate certifications, reasonably designed to
ensure that any transfer of such Certificated Notes prior to the end of such one year is made only in accordance with the provisions
of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the Legend. Any
Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global
Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian
for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount
equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any
such surrender or adjustment, the Trustee shall authenticate and deliver the Note issuable on
such exchange to or upon the order of the Depositary or an authorized representative thereof.
13
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and
otherwise authorize any Person, including Agent Members (as defined below) and Persons that may hold interests through Agent
Members, to take any action which a Holder is entitled to take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company
will promptly make available to the Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary ( collectively, the “Agent
Members”) nor any other Persons on whose behalf Agent Members may act shall have any rights under the Indenture with respect to
any Global Note registered in the name of the Depositary or any nominee thereof, or under any
such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent
of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the
case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act,
the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Event of Default.
For purposes of this Eighth Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture is hereby
amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting in
its place the following:
’‘then and in each and every case that
an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries only),
(h) (with respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time
Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall have
already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt
Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders),
may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of
the principal amount as may be specified in the terms of that series) and interest on all the Debt Securities of that series to be
due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything
in this Indenture or in the Debt Securities or Coupons appertaining thereto of that series contained to the contrary
notwithstanding.”
14
ARTICLE 3
REPORTS BY THE COMPANY
So long as
any of the Debt Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, the Company will, during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not
exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide
to each Holder of Notes and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder
or prospective purchaser, any information required to be provided by
Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
MISCELLANEOUS PROVISIONS
The Trustee makes no
undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for
or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the
Company.
The provisions of
Article XI of the Original Indenture relating to defeasance shall apply to the Notes.
Except as expressly amended
hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture
is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.
This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of New York.
This Supplemental
Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
15
IN WITNESS WHEREOF, the
Parties have executed this Eighth Supplemental Indenture by their duly authorized signatories as of the date first above
written.
COX COMMUNICATIONS, INC.
By:
/s/ Susan W. Coker
Name:
Susan W. Coker
Title:
Vice President and Treasurer
By:
/s/ John M. Dyer
Name:
John M. Dyer
Title:
Senior Vice President and Chief Financial Officer
Eighth Supplemental
Indenture Signature Page
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:
/s/ Karen Z. Kelly
Karen Z. Kelly
Vice President
Eighth Supplemental
Indenture Signature Page
EXHIBIT A-1
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTED LEGEND]
[THE NOTES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT’’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR
OF THIS NOTE) EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE),
(5) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 50l(a)(l), (2), (3) OR (7) UNDER THE
SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE EIGHTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No.
$
COX COMMUNICATIONS, INC.
5.875% Notes due 2016
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[ ]
($ )
on December 1, 2016 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from
December 1, 2006 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable
semiannually on June 1 and December 1 in each year (each, an “Interest Payment Date”), commencing June 1,
2007, at the rate of 5.875% per annum, until the principal hereof is paid or duly made available for payment. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided for on
any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more
predecessor securities) is registered at the close of business on the regular record date for such interest, which shall be
May 15 or November 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment
Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes
of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all
as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is
not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder
shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This Note is one of the duly
authorized series of Debt Securities of the Company, designated as the Company’s “5.875% Notes due 2016” (the
’‘Notes”), initially limited to an aggregate principal amount of $600,000,000, all issued or to be issued under
and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the
Eighth Supplemental Indenture dated as of December 1, 2006 (the “Eighth Supplemental Indenture”, and together with
the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New York Trust
Company, N.A, as trustee (hereinafter referred to as the ’‘Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder” meaning
the registered holders or registered holder of the Notes).
This Note will be redeemable at
the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation Agent, of the present values
of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount of this
Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 25 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable Treasury Issue”
means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation Agent as having
an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
with the remaining life of this Note to be redeemed.
“Comparable Treasury Price”
means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
“Quotation Agent”
means a Reference Treasury Dealer appointed by the Company.
“Reference Treasury Dealer”
means, with respect to this Note subject to redemption, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and their respective successors, and, at least one other primary United States Government securities dealer in New York City selected
by Wachovia Capital Markets, LLC and two other primary United States Government securities dealers in The City of New York (each, a “Primary
Treasury Dealer”) selected by the Company. If Barclays Capital Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated
shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted
in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such
Redemption Date.
“Treasury Rate”
means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semiannual yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
This Note is not subject to
any sinking fund.
Notice of any redemption will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If money sufficient to pay the
Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Except as provided above, this
Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
In case an Event of Default
shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions
set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the Holders of at least
a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions applicable to the
Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions
set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes to cure
any ambiguity, defect or inconsistency, or to provide for the assumption by a successor corporation of the obligations of the Company
under the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add additional covenants
or surrender any right or power conferred on the Company, or to establish the form or terms of the Notes of any series, or to appoint
a successor Trustee or provide for administration of the trust by more than one Trustee, or to add to, delete from or revise the conditions,
limitations, and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of the Notes or to add
any additional event of default, or to modify the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge
of the Notes as shall not adversely affect any Holders, or to secure the Notes, or to make provisions respect to exchange rights of Holders,
or to make any change that does not adversely affect the rights of any Holder.
Subject to certain conditions,
the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the Notes to the Maturity Date.
If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the rate, and in the
coin or currency herein prescribed.
No director, officer, employee
or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and the Indenture
shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.
Ownership of this Note shall
be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat the Person
in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note
and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such
numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used herein without definition
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication
hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers,
or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating agent, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date: December ,
2006
COX COMMUNICATIONS, INC.
By:
Name:
Susan W. Coker
Title:
Vice President and Treasurer
By:
Name:
John M. Dyer
Title:
Senior Vice President and Chief Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: December , 2006
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please insert social security number or other identifying number of
assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE: The signature to this
assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement
or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements of the
Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTED LEGEND]
[THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT’’) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF THIS NOTE) EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE),
(5) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(l), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE EIGHTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No. R-
CUSIP No.
PRINCIPAL AMOUNT
$
COX COMMUNICATIONS, INC.
6.450% Notes due 2036
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($[ ]) on December 1, 2036 (the
“Maturity Date”), unless previously redeemed, and to pay interest thereon from December 1, 2006 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 1 and December 1 in
each year (each, an “Interest Payment Date”), commencing June 1, 2007, at the rate of 6.450% per annum, until the principal
hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid
to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record
date for such interest, which shall be May 15 or November 15 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having
been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close
of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date)
for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series
not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the required
payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case may be,
to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall be made
immediately available to the Holder (as defined below) hereof.
This Note is one of the duly
authorized series of Debt Securities of the Company, designated as the Company’s “6.450% Notes due 2036” (the ’‘Notes”),
initially limited to an aggregate principal amount of $400,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the “Original Indenture”), as supplemented by the Eighth Supplemental Indenture dated as of December 1,
2006 (the “Eighth Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), duly executed
and delivered by the Company to The Bank of New York Trust Company, N.A, as trustee (hereinafter referred to as the ’‘Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
This Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation Agent, of the present values
of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount of this Note
to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from their respective scheduled payment
dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as
defined below) plus 30 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable Treasury Issue”
means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation Agent as having
an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity
with the remaining life of this Note to be redeemed.
“Comparable Treasury Price”
means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four such Reference Treasury
Dealer Quotations, the average of all such quotations.
“Quotation Agent”
means a Reference Treasury Dealer appointed by the Company.
“Reference Treasury Dealer”
means, with respect to this Note subject to redemption, Barclays Capital Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
and their respective successors, and, at least one other primary United States Government securities dealer in New York City selected
by Wachovia Capital Markets, LLC and two other primary United States Government securities dealers in The City of New York (each, a “Primary
Treasury Dealer’’) selected by the Company. If Barclays Capital Inc. or Merrill Lynch, Pierce, Fenner & Smith Incorporated
shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted
in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.
“Treasury Rate”
means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semiannual yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
This Note is not subject to
any sinking fund.
Notice of any redemption will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If money sufficient to pay the
Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Except as provided above, this
Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
In case an Event of Default
shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions
set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the Holders of at least
a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions applicable to
the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes
to cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor corporation of the obligations of the
Company under the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add additional
covenants or surrender any right or power conferred on the Company, or to establish the form or terms of the Notes of any series, or
to appoint a successor Trustee or provide for administration of the trust by more than one Trustee, or to add to, delete from or revise
the conditions, limitations, and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of the
Notes or to add any additional event of default, or to modify the provisions of the Indenture as shall be necessary to facilitate the
defeasance and discharge of the Notes as shall not adversely affect any Holders, or to secure the Notes, or to make provisions respect
to exchange rights of Holders, or to make any change that does not adversely affect the rights of any Holder.
Subject to certain conditions,
the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the Notes to the Maturity Date.
If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
No reference herein to the Indenture
and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the rate, and in the
coin or currency herein prescribed.
No director, officer, employee
or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture or
for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and the Indenture
shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.
Ownership of this Note shall
be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat the Person
in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note
and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such
numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used herein without definition
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication
hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers,
or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating agent, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date: December ,
2006
COX COMMUNICATIONS, INC.
By:
Name:
Susan W. Coker
Title:
Vice President and Treasurer
By:
Name:
John M. Dyer
Title:
Senior Vice President and Chief
Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: December ,
2006
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please insert social security number or other identifying number of
assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatsoever. The
Signature must be guaranteed by an “eligible guarantor institution meeting the requirements of the Registrar, which requirements
include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer Certificate
In connection with a
transfer of any of the
$
principal amount of the Notes
due 20 (the “Notes”) of Cox Communications, Inc. (the “Company”) within the period
prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act
of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Note
hereby certifies with respect to
$
principal amount of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”)
for registration of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name
other than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer
complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below:
☐
A transfer of the Surrendered Notes is made to the Company or any subsidiaries; or
☐
The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or
☐
The transfer of the Surrendered Notes is to an institutional accredited investor, as described in Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act; or
☐
The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act, or
☐
The transfer of the Surrendered Notes is pursuant to an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; or
☐
The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act.
and unless the box below is checked, the undersigned confirms that,
to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined in
Rule 144 under the Securities Act (an “Affiliate”).
☐
The transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner is a corporation, partnership
or
fiduciary, the title of the Person signing on behalf of
such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of Letter to be Delivered by Accredited
Investors
Cox Communications, Inc.
1400 Lake Hearn Drive, NE
Atlanta, Georgia 30319
Attention: Treasurer
The Bank of New York Trust Company, N.A., as Registrar
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Office
Dear Sirs:
We are delivering this
letter in connection with the proposed transfer of
$
principal amount of
the
Notes due 20 (the “Notes”) of Cox Communications, Inc. (the
“Company’’).
We hereby confirm that:
(i) we
are an “accredited investor” within the meaning of Rule 501 (a)(l), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are accredited investors within
the meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited
Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an “accredited investor” within the meaning of
Rule 50l(a)(7) under the Securities Act and for each of which we exercise sole investment discretion or (B) we are a
“bank,” within the meaning of Section 3(a)(2) of the Securities Act, or a “savings and loan
association” or other institution described in Section 3(a)(5)(A) of the Securities Act that is acquiring Notes as
fiduciary for the account of one or more institutions for which we exercise sole investment discretion;
(iii) we
will acquire Notes having a minimum principal amount of not less than $100,000 for our own account or for any separate account for which
we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.
B-2-1
We understand that the
Notes were originally offered and sold in a transaction not involving any public offering within the United States within the
meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on our own behalf
and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any
beneficial interest therein, prior to the date which is two years after the later of the date of original issuance of the Notes and
the last date on which the Company or an affiliate of the Company was the owner of the Notes or any beneficial interest therein (or
any predecessor of the Notes) only:
(1) to the Company or any subsidiary thereof, or
(2) for as long as the Notes are eligible for resale
pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional buyer’’ (as defined in Rule 144A
under the Securities Act) that purchases for its own account or for the account of a qualified institutional buyer to which notice is
given that the transfer is being made in reliance on Rule 144A, or
(3) to an Institutional Accredited Investor that
is acquiring the Note for its own account, or for the account of such Institutional Accredited Investor for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act, or
(4) pursuant to a registration statement which
has been declared effective under the Securities Act, or
(5) outside the United States to non-U.S. persons
in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act, or
(6) pursuant to another available exemption from
registration under the Securities Act, including under Rule 144, if available, and, in each case, in accordance with any applicable
securities laws of any State of the United States or any other applicable jurisdiction and in accordance with and subject to the legends
set forth on the Notes.
We acknowledge that the Company, others and you
will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly in writing if any
of our representations or warranties herein ceases to be accurate and complete.
THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-2
EX-4.8 — EXHIBIT 4.8
EX-4.8
Filename: tm2623711d1_ex4-8.htm · Sequence: 9
Exhibit 4.8
EXECUTION COPY
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.,
as Trustee
NINTH SUPPLEMENTAL INDENTURE
Dated as of June 5, 2008
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of Debt Securities
designated
6.25% Notes due 2018
6.95% Notes due 2038
NINTH SUPPLEMENTAL INDENTURE, dated
as of the 5th day of June, 2008 between COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of Delaware,
having its principal executive office located at 1400 Lake Hearn Drive, NE, Atlanta, Georgia 30319 (the “Company”), and THE
BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, having a designated office located at 900 Ashwood Parkway, Suite 425,
Atlanta, Georgia 30338, as trustee (the “Trustee”);
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture” and, as amended
by this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of its debentures,
notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt Securities”), unlimited
as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in the exercise of the power
and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate resolutions
of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original
Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, two new series of Debt Securities
designated as the “6.25% Notes due 2018” in the initial aggregate principal amount of $750,000,000 (the “2018 Notes”)
and the “6.95% Notes due 2038” in the initial aggregate principal amount of $250,000,000 (the “2038 Notes” and,
together with the 2018 Notes, the “Notes”);
WHEREAS, Section 9.01 of the
Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent
of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities
of any series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS, all things necessary to
make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to
the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations
of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS NINTH SUPPLEMENTAL
INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the “6.25% Notes
due 2018” and the “6.95% Notes due 2038” and for and in consideration of the premises and of the covenants contained
in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the
Notes, as follows:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101 Definitions. For all purposes
of the Original Indenture and this Supplemental Indenture relating to two series of Debt Securities (consisting of the Notes) created
hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have
the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental Indenture
but not defined herein shall have the meaning specified in the Original Indenture.
“Agent Members” has
the meaning specified in Section 209(e)(v).
“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as’ in effect from time to time.
“Business Day” means any day other than
a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City of New York are authorized
or obligated by law to close.
“cash” means U.S. legal
tender.
“Certificated Notes”
means a note required to bear the Legend set forth on the forms of the Notes attached as Exhibits A-1 and A-2 to this Supplemental Indenture.
“Clearstream” means
Clearstream Banking, société anonyme (formerly Cedelbank).
“Comparable Treasury Issue”
means, with respect to the Notes subject to redemption, the United States Treasury security or securities (in the case of a redemption
of both the 2018 Notes and the 2038 Notes) selected by the Quotation Agent as having an actual or interpolated maturity or maturities,
as the case may be, comparable to the remaining life of the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining
life of the Notes to be redeemed.
“Comparable Treasury Price” means, with
respect to any Redemption Date for the Notes, the average of the Reference Treasury Dealer Quotations for each series or partial series
of the Notes subject to redemption on such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer
Quotations for each series of the Notes subject to redemption, or, if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations for each series of the Notes subject to redemption, the average of all such quotations.
“Debt Securities” has
the meaning specified in the first recital hereof.
“Depositary” means,
with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been
appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean
or include such successor and any nominee thereof.
“DTC” means The Depository
Trust Company.
“Euroclear” means the
Euroclear System.
“Exchange Act” means
the Securities Exchange Act of 1934, as amended.
“Global Note” means a Note issued in
global form and deposited with or on behalf of the Depositary.
“Holder” and “Noteholder,”
in the case of any Note, means the Person in whose name such Note is registered in the Debt Security Register.
“Institutional Accredited
Investor” means an institutional “accredited investor” as defined in Rule 501(a)(l), (2), (3) and (7) under
the Securities Act.
“Interest Payment Date,”
in respect of any Note, has the meaning assigned to it in such Note.
“Issue Date” means June 5,
2008.
“Issue Price” of any Note means, in
connection with the original issuance of such Note, the initial issue price as set forth on the face of the Note.
“Legend” has the meaning
specified in Section 207(c).
“Notes” has the meaning
specified in the recitals hereof.
“Purchase Agreement”
means the Purchase Agreement dated May 29, 2008, among the Company and J.P. Morgan Securities Inc., Citigroup Global Markets Inc.,
Wachovia Capital Markets, LLC, Barclays Capital Inc., Deutsche Bank Securities Inc. and Lehman Brothers Inc., acting as representatives
on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional Buyer”
has the meaning specified in Rule 144A.
“Quotation Agent” means
a Reference Treasury Dealer appointed by the Company.
“Redemption Date,” with
respect to any 2018 Note or 2038 Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the terms
of such Notes and Article III of the Original Indenture.
“Redemption Price,”
with respect to any 2018 Note or 2038 Note or portion thereof to be redeemed, means the greater of:
(a) 100%
of the principal amount of the 2018 Notes or 2038 Notes or portion thereof, as applicable, to be redeemed; or
(b) the
sum, as determined by the Quotation Agent, of the present values of the principal amount and the remaining scheduled payments of interest
on such 2018 Notes or 2038 Notes, as applicable (and, for avoidance of doubt, calculated separately for each series of Notes subject
to redemption) to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from their respective
scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate plus 35 basis points in the case of the 2018 Notes and 35 basis points in the case of the 2038 Notes,
plus, in either case, accrued and unpaid interest
thereon to the Redemption Date.
“Reference Treasury Dealer”
means (1) with respect to the 2018 Notes subject to redemption, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and their
respective successors, one other primary United States Government securities dealer in New York City selected by Wachovia Capital Markets,
LLC or its successor, and two other primary United States Government securities dealers selected by the Company and (2) with respect
to the 2038 Notes subject to redemption, J.P. Morgan Securities Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., Lehman Brothers
Inc. and one other primary United States Government securities dealer selected by the Company; provided, however, that if any of the
foregoing shall cease to be a primary United States Government securities dealer with respect to either the 2018 Notes or the 2038 Notes,
the Company will substitute other primary United States Government securities dealer for such series of notes.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee,
of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, quoted
in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding such
Redemption Date.
“Regulation S” means
Regulation S under the Securities Act.
“Regulation S Global Note”
means a Global Note in the form of the Notes attached hereto as Exhibits A-1 and A-2, and that is deposited with and registered in the
name of the Depositary, representing Notes sold in offshore transactions in reliance on Regulation S.
“Resale Restriction Termination
Period” means the period from the Issue Date until (1) the date that is one year after the later of (a) the date of the
original issuance of such Notes or (b) the last day on which the Company or any of its Affiliates was the owner of the Notes, and
(2) such later date, if any, as may be required by applicable laws.
“Restricted Note” means
a Note required to bear the restrictive Legends set forth on the forms of Note attached as Exhibits A-1 and A-2 to this Supplemental
Indenture.
“Rule l 44A” means
Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
“SEC” means the U.S.
Securities and Exchange Commission.
“Securities Act” means
the Securities Act of 1933, as amended.
“Supplemental Indenture”
means this Ninth Supplemental Indenture.
“Treasury Rate” has
the meaning assigned to it in the Notes.
“Trustee” has the meaning
specified in the first paragraph hereof.
“US Global Note” means
a Global Note in the form of the Notes attached hereto as Exhibits A-1 and A-2, and that is deposited with and registered in the name
of the Depositary, representing Notes sold in reliance on Rule 144A.
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
ARTICLE 2
THE NOTES
SECTION 201 Title of the
Notes. The Notes shall be known and designated as the “6.25% Notes due 2018” and the “6.95% Notes due 2038”
of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited
to $750,000,000 for the 2018 Notes and $250,000,000 for the 2038 Notes, except for Notes authenticated and delivered upon registration
of transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon
repayment in part of any 2018 Note or 2038 Note pursuant to Article III of the Original Indenture. The Company shall have the ability
to reopen any series of the Notes and issue additional Notes of such series or establish different terms of such series.
SECTION 203 Stated Maturity.
The Stated Maturity of the 2018 Notes shall be June 1, 2018. The Stated Maturity of the 2038 Notes shall be June 1. 2038.
SECTION 204 Interest.
(a) The
2018 Notes shall bear cash interest at the rate of 6.25% from June 5, 2008 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on June l and December 1 of each year, beginning on December 1,
2008, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding May 15 or November 15,
as the case may be, whether or not a Business Day. Interest on the 2018 Notes will be computed on the basis of a 360-day year of twelve
30-day months.
(b) The
2038 Notes shall bear cash interest at the rate of 6.95% from June 5, 2008 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on June 1 and December l of each year, beginning on December l,
2008, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding May 15 or November 15,
as the case may be, whether or not a Business Day. Interest on the 2038 Notes will be computed on the basis of a 360-day year of twelve
30-day months.
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office of the Trustee in The City of New York designated
for such purpose, provided that payment of interest, other than interest payable at Stated Maturity or upon redemption, may be made at
the option of the Company by check mailed by the Trustee to the address of the Person entitled as shown on the Debt Securities Registrar.
(b) If
any Stated Maturity date, Redemption Date or Interest Payment Date, falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day, and no interest shall accrue on the amount so payable for the period of such payment date and the next
Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Both series of the Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price.
If the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest
Payment Date will be reduced by the amount of interest accrued to the Redemption Date.
SECTION 207 Forms; Denominations. The
Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the forms attached hereto as
Exhibits A-1 and A-2.
The Notes are being offered and
sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more US Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers
for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or a nominee thereof,
duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal amount of the US
Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as
hereinafter provided.
Notes offered and sold in offshore
transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation
S Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented
thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered in the name of
DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee
and the Depositary as hereinafter provided.
Each Global Note shall represent
such of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount
of Outstanding Notes from time to time endorsed thereon and the aggregate principal amount of Outstanding Notes represented thereby may
from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note representing
the Notes to reflect the amount of any decrease in the principal amount of Outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made on the records
of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute and the
Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver
initially one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially to the following
effect:
“UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE NINTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be entitled
to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests in a Global Note transferred
to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered form without interest
coupons.
(c)
Restrictive Legends. Until the completion of the Resale Restriction Termination Period, all Global Notes and all Certificated
Notes with respect to any series of the Notes shall bear a legend (the “Legend”) in substantially the following form, unless
such Notes have been sold pursuant to a registration statement that has been declared effective under the Securities Act:
“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE
UNTIL (A) THE DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST
DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH LATER DATE, IF ANY, AS MAY BE
REQUIRED BY APPLICABLE LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE),
(5) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(l), (2), (3) OR (7) UNDER
THE SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH
AN INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES
AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION PERIOD.”
SECTION 208 Transfer and
Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of a Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the
case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of
counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation
S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under the Securities
Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i) provision
of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale or exchange of such
Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is
subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
The Trustee and the Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture
or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among the Depositary’s
participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
SECTION 209 Global Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
and (C) transfers of a Certificated Note shall comply with Section 2.07 of the Indenture and Sections 209(a)(iii) and
(iv) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer of
a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be effective
under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this Section 209(a)(i) shall
prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions
of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request
for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in the form satisfactory
to the Trustee, together with:
(a) so
long as the Notes are Restricted Securities, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested
by the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar,
the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated
Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
(iii) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to
register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the Registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated
Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-1 and 8-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Legend.
(iv) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated
Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global
Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global
Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the Legend including the delivery
of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or ,surrendered for registration of transfer or for
exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Legend upon the transferability of any Note shall cease and terminate when such Note has been sold or exchanged
pursuant to an effective registration statement under the Securities Act or may be transferred in compliance with Rule 144 under
the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on transfer shall have expired in accordance
with their terms or shall have terminated may, upon a surrender of such Note for exchange to the Registrar in accordance with the provisions
of this Section 209 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities
Act and otherwise reasonably acceptable to the Company, addressed to the Company, the Trustee and the Registrar and in form acceptable
to the Company, to the effect that the transfer of such Note has been made in compliance with Rule 144 or such successor provision),
be exchanged for a new Note, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall
inform the Trustee of the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided
that a Global Note may be exchanged for Notes registered in the names of any Person designated by the Depositary in the event that (i) the
Depositary has notified the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary has
ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company
within 90 days or (ii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Note exchanged pursuant
to clause (i) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (ii) above
may be exchanged in whole or from time to time in part as directed by the Depositary. In the event that Certificated Notes are issued
in respect of beneficial interests in a Regulation S Global Note at any time prior to one year after the date of this Supplemental Indenture
(other than in a transaction subject to Rule 144A), the Company shall as promptly as practicable, institute procedures, including
appropriate certifications, reasonably designed to ensure that any transfer of such Certificated Notes prior to the end of such one year
is made only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption
from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the Legend. Any Global Note to
be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to be exchanged
in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or
its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof
to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment,
the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized
representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf
Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name of the Depositary
or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the
Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee
from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case
may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation
of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Event of Default.
For purposes of this Ninth Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture is hereby
amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting in
its place the following:
“then and in each and every case that an Event of
Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries only), (h) (with respect
to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and is continuing,
unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities
of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining
thereto of that series contained to the contrary notwithstanding.”
ARTICLE 3
REPORTS BY THE COMPANY
So long as any of the Debt Securities
are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during
any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements
pursuant to and in compliance with Rule l 2g3-2(b) under the Exchange Act, provide to each Holder of Notes and to each prospective
purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser, any information required
to be provided by Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking
or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency
of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals
and statements contained herein, all of which recitals and statements are made solely by the Company.
The provisions of Article XI
of the Original Indenture relating to defeasance shall apply to the Notes.
Except as expressly amended hereby,
the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture
is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.
This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New York.
This Supplemental Indenture may
be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF,
the Parties have executed this Ninth Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC.
By:
/s/ Susan W. Coker
Name:
Susan W. Coker
Title:
Vice President and Treasurer
By:
/s/ Mark E. Bowser
Name:
Mark E. Bowser
Title:
Senior Vice President and Chief Financial Officer
Ninth Supplemental Indenture Signature Page
THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Trustee
By:
/s/
Karen Z. Ke1ly
Name:
Karen Z. Ke1ly
Title:
Vice President
Ninth Supplemental Indenture Signature
Page
EXHIBIT A-1
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTED LEGEND]
[THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL (A) THE
DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST DAY ON WHICH THE
ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION
S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
PERIOD.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE NINTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No. R
PRINCIPAL AMOUNT
CUSIP No.
$
COX COMMUNICATIONS, INC.
6.25% Notes due 2018
COX COMMUNICATIONS,
INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ )
on June 1, 2018 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from June 5, 2008
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 1
and December 1 in each year (each, an “Interest Payment Date”), commencing December 1, 2008, at the rate of 6.25%
per annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on the regular record date for such interest, which shall be May 15 or November 15 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant
regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on a subsequent special record date (which shall be not more than 15 days and not
less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall
be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the
date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest
hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This Note is one of the duly
authorized series of Debt Securities of the Company, designated as the Company’s “6.25% Notes due 2018” (the “Notes”),
initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the “Original Indenture”), as supplemented by the Ninth Supplemental Indenture dated as of June 5,
2008 (the “Ninth Supplemental Indenture”, and together with the Original Indenture, the “Indenture”), duly executed
and delivered by the Company to The Bank of New York Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
This Note will
be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to the greater
of (i) 100% of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation Agent, of the
present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal
amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from their respective
scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 35 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means with respect to this Note subject to redemption, J.P. Morgan Securities Inc., Citigroup Global Markets Inc.
and their respective successors, one other primary United States Government securities dealer in New York City selected by Wachovia Capital
Markets, LLC or its successor, and two other primary United States Government securities dealers in New York City (each, a “Primary
Treasury Dealer”) selected by the Company. If J.P. Morgan Securities Inc., Citigroup Global Markets Inc. or a primary United States
Government securities dealer in New York City selected by Wachovia Capital Markets, LLC shall cease to be a Primary Treasury Dealer,
the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
“Treasury Rate”
means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semiannual yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
This Note is not subject to
any sinking fund.
Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If money sufficient
to pay the Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except as provided
above, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
In case an
Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject to
certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor corporation of the obligations
of the Company under the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add
additional covenants or surrender any right or power conferred on the Company, or to establish the form or terms of the Notes of any
series, or to appoint a successor Trustee or provide for administration of the trust by more than one Trustee, or to add to, delete from
or revise the conditions, limitations, and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery
of the Notes or to add any additional event of default, or to modify the provisions of the Indenture as shall be necessary to facilitate
the defeasance and discharge of the Notes as shall not adversely affect any Holders, or to secure the Notes, or to make provisions respect
to exchange rights of Holders, or to make any change that does not adversely affect the rights of any Holder.
Subject to
certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the Notes to
the Maturity Date.
If money for
the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company
at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must
look only to the Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and
the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state.
Ownership of
this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to
a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be
printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to
the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used
herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication
hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers,
or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating agent, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date: June ,
2008
COX COMMUNICATIONS,
INC.
By:
Name:
Susan W.
Coker
Title:
Vice President and Treasurer
By:
Name:
Mark F. Bowser
Title:
Senior Vice President
and Chief Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK
OF NEW YORK TRUST COMPANY, N.A.
as
Trustee
By:
Authorized
Signatory
Dated:
June , 2008
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sell(s) assign(s) and transfer(s) unto
Please insert social security number or
other identifying number of assignee:
Please print or type name and address (including
zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of
substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution
meeting the requirements of the Registrar, which requirements include memberships or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTED LEGEND]
[THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL (A) THE
DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST DAY ON WHICH THE
ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN
A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATIONS
UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
PERIOD.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE NINTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No. R
PRINCIPAL AMOUNT
CUSIP No.
$
COX COMMUNICATIONS, INC.
6.95% Notes due 2038
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($[ ]) on June 1, 2038 (the “Maturity Date”),
unless previously redeemed, and to pay interest thereon from June 5, 2008 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on June 1 and December 1 in each year (each, an “Interest
Payment Date”), commencing December 1, 2008, at the rate of 6.95% per annum, until the principal hereof is paid or duly made
available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and
punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose
name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for such interest,
which shall be May 15 or November 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest
Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such Holder,
and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business
on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date) for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series not
less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case
may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall
be made immediately available to the Holder (as defined below) hereof.
This Note is one of the duly
authorized series of Debt Securities of the Company, designated as the Company’s “6.95% Notes due 2038” (the “Notes”),
initially limited to an aggregate principal amount of $250,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the “Original Indenture”), as supplemented by the Ninth Supplemental Indenture dated as of June 5,
2008 (the “Ninth Supplemental Indenture,” and together with the Original Indenture, the “Indenture”), duly executed
and delivered by the Company to The Bank of New York Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
This Note will
be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to the greater
of (i) 100% of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation Agent, of the
present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal
amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from their respective
scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Rate (as defined below) plus 35 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of the Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to this Note subject to redemption, J.P. Morgan Securities Inc., Barclays Capital Inc., Deutsche
Bank Securities Inc., Lehman Brothers Inc. and their respective successors, and one other primary United States Government securities
dealer in New York City (each, a “Primary Treasury Dealer”) selected by the Company. If J.P. Morgan Securities Inc., Barclays
Capital Inc., Deutsche Bank Securities Inc. or Lehman Brothers Inc. shall cease to be a Primary Treasury Dealer, the Company will substitute
another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
“Treasury Rate”
means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semiannual yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
This Note is
not subject to any sinking fund.
Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If money sufficient
to pay the Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except as provided
above, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
In case an
Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject to
certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor corporation of the obligations
of the Company under the Indenture, or to provide for uncertificated Notes in addition to or in place of certificated Notes, or to add
additional covenants or surrender any right or power conferred on the Company, or to establish the form or terms of the Notes of any
series, or to appoint a successor Trustee or provide for administration of the trust by more than one Trustee, or to add to, delete from
or revise the conditions, limitations, and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery
of the Notes or to add any additional event of default, or to modify the provisions of the Indenture as shall be necessary to facilitate
the defeasance and discharge of the Notes as shall not adversely affect any Holders, or to secure the Notes, or to make provisions respect
to exchange rights of Holders, or to make any change that does not adversely affect the rights of any Holder.
Subject to
certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the Notes to
the Maturity Date.
If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and
the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or
instruments entered into and, in each case, performed in said state.
Ownership of
this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to
a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be
printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to
the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used
herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the
Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s
authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date: June , 2008
COX COMMUNICATIONS,
INC.
By:
Name:
Susan W.
Coker
Title:
Vice President and Treasurer
By:
Name:
Mark F. Bowser
Title:
Senior Vice President
and Chief Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK
OF NEW YORK TRUST COMPANY, N.A.
as
Trustee
By:
Authorized
Signatory
Dated: June ,
2008
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sell(s) assign(s) and transfer(s) unto
Please insert social security number or
other identifying number of assignee:
Please print or type name and address (including
zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of
substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution
meeting the requirements of the Registrar, which requirements include memberships or participation in the Security Transfer Agent
Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar
in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer Certificate
In connection with a transfer of any of the $
principal amount of the Notes due 20
(the “Notes”) of Cox Communications, Inc. (the “Company”) within the period prior to the expiration of the
holding period applicable to the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”) (or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $
principal amount of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”)
for registration of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other
than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with
the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below:
¨
A transfer of the Surrendered
Notes is made to the Company or any subsidiaries; or
¨
The transfer of the
Surrendered Notes complies with Rule 144A under the Securities Act; or
¨
The transfer of the
Surrendered Notes is to an institutional accredited investor, as described in Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act; or
¨
The transfer of the
Surrendered Notes is pursuant to an effective registration statement under the Securities Act, or
¨
The transfer of the
Surrendered Notes is pursuant to an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; or
¨
The transfer of the
Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act.
and unless the box below is checked, the undersigned
confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company
as defined in Rule 144 under the Securities Act (an “Affiliate”).
¨
The transferee is an
Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner is a
corporation, partnership or
fiduciary, the title of the Person signing on behalf of
such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of
Letter to be Delivered by Accredited Investors
Cox Communications, Inc.
1400 Lake Hearn Drive, NE
Atlanta, Georgia 30319
Attention: Treasurer
The Bank of New York Trust Company, N.A., as Registrar
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Corporate Trust Office
Dear Sirs:
We are delivering this letter in connection with
the proposed transfer of $ principal
amount of the
Notes due 20 (the “Notes”) of Cox Communications, Inc.
(the “Company”).
We hereby confirm that:
(i) we
are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are accredited investors within
the meaning of Rule 501(a)(1 ), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited
Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an “accredited investor” within the meaning of Rule 501(a)(7) under
the Securities Act and for each of which we exercise sole investment discretion or (B) we are a “bank,” within the meaning
of Section 3(a)(2) of the Securities Act, or a “savings and loan association” or other institution described in
Section 3(a)(5)(A) of the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for
which we exercise sole investment discretion;
(iii) we
will acquire Notes having a minimum principal amount of not less than $100,000 for our own account or for any separate account for which
we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.
B-2-1
We understand that the Notes were
originally offered and sold in a transaction not involving any public offering within the United States within the meaning of the Securities
Act and that the Notes have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account
for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any beneficial interest therein, prior
to the end of the period (the “Resale Restriction Period”) from the date of original issuance until (a) the date that
is one year after the later of (x) the date of the original issuance of the Notes or (y) the last day on which the Issuer or
any of its Affiliates was the owner of the Notes, and (b) such later date, if any, as may be required by applicable laws only:
(1) to
the Company or any subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) to
an Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of such Institutional Accredited
Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the
Securities Act, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) outside
the United States to non-U.S. persons in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities
Act, or
(6) pursuant
to another available exemption from registration under the Securities Act, including under Rule 144, if available, and, in each
case, in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction and in
accordance with and subject to the legends set forth on the Notes.
We acknowledge that the Company,
others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly
in writing if any of our representations or warranties herein ceases to be accurate and complete.
THIS LETTER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of
Purchaser)
By:
Name:
Title:
Address:
B-2-2
EX-4.9 — EXHIBIT 4.9
EX-4.9
Filename: tm2623711d1_ex4-9.htm · Sequence: 10
Exhibit 4.9
Execution Copy
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
ELEVENTH SUPPLEMENTAL
INDENTURE
Dated as of February 20, 2009
Supplement to Indenture
Dated as of June 27, 1995
Creating a series of Debt Securities designated
8.375% Notes due 2039
ELEVENTH
SUPPLEMENTAL INDENTURE, dated as of the 20th day of February, 2009 between COX COMMUNICATIONS, INC., a corporation existing under
the laws of the State of Delaware, having its principal executive office located at 1400 Lake Hearn Drive, NE, Atlanta, Georgia 30319 (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, having a designated office located at 900 Ashwood Parkway, Suite 425, Atlanta, Georgia 30338, as trustee (the “Trustee”);
WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original
Indenture” and, as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance by the
Company from time to time of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein
called the “Debt Securities”), unlimited as to principal amount, to be issued in one or more series;
WHEREAS,
the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original
Indenture and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the
Trustee this Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the
creation and issuance of, a new series of Debt Securities designated as the “8.375% Notes due 2039” in the initial
aggregate principal amount of $1,250,000,000 (the “Notes”);
WHEREAS, Section 9.01 of the Original
Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent of any
Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS,
all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the
terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding
and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have
been done;
NOW,
THEREFORE, THIS ELEVENTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt
Securities designated as the “8.375% Notes due 2039” and for and in consideration of the premises and of the covenants
contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:
1
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to a series of Debt Securities (consisting of the
Notes) created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have
the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental Indenture
but not defined herein shall have the meaning specified in the Original Indenture.
“Agent Members” has the meaning specified in Section 209(e)(v).
“Applicable Procedures” means, with
respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of the Depositary
for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Business Day” means any day other than
a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City of New York are authorized or obligated by law to close.
“cash” means U.S. legal tender.
“Certificated Notes” means a note required to
bear the Legend set forth on the form of the Notes attached as Exhibit A to this Supplemental Indenture.
“Clearstream” means Clearstream Banking, societe
anonyme (formerly Cedelbank).
“Comparable Treasury Issue” means, with
respect to the Notes subject to redemption, the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining life of the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining
life of the Notes to be redeemed.
“Comparable Treasury
Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains
fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Debt Securities” has the meaning
specified in the first recital hereof.
“Depositary” means, with respect to
the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been appointed and
become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean or include
such successor and any nominee thereof.
2
“DTC” means The Depository Trust Company.
“Euroclear” means the Euroclear System.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
“Global Note” means a Note
issued in global form and deposited with or on behalf of the Depositary.
“Holder” and “Noteholder,”
in the case of any Note, means the Person in whose name such Note is registered in the Debt Security Register.
“Institutional Accredited Investor”
means an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) and (7) under the Securities
Act.
“Interest Payment Date,” in respect
of any Note, has the meaning assigned to it in such Note.
“Issue Date” means February 20, 2009.
“Legend” has tire meaning specified
in Section 207(c).
“Notes” has the meaning specified in the recitals hereof.
“Purchase Agreement” means
the Purchase Agreement dated February 12, 2009, among the Company and Barclays Capital Inc., J.P. Morgan Securities Inc., Greenwich
Capital Markets, Inc. and Wachovia Capital Markets, LLC, acting as representatives on behalf of the Initial Purchasers (as defined
therein).
“Qualified Institutional Buyer”
has the meaning specified in Rule 144A.
“Quotation Agent” means a Reference
Treasury Dealer appointed by the Company.
“Redemption Date,” with respect to any
Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the terms of the Notes and Article III
of the Original Indenture.
“Redemption Price,” with respect
to any Note or portion thereof to be redeemed, means the greater of:
(a) 100%
of the principal amount of the Notes or portion thereof, as applicable, to be redeemed; or
(b) the
sum, as determined by the Quotation Agent, of the present values of the principal amount and the remaining scheduled payments of interest
on such Notes or portion thereof, as applicable, to be redeemed (exclusive of interest accrued to the Redemption Date), in each case,
discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 75 basis points, plus, in either case, accrued and unpaid interest thereon
to the Redemption Date.
3
“Reference Treasury Dealer”
means Barclays Capital Inc., J.P. Morgan Securities Inc., Greenwich Capital Markets. Inc. and their respective successors, one other
primary United States Government securities dealer in New York City selected by Wachovia Capital Markets, LLC or its successor, and one
other primary United States Government securities dealer in New York City selected by the Company; provided, however, that if any of
the foregoing shall cease to be a primary United States Government securities dealer, the Company will substitute another primary United States Government securities
dealer.
“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business
Day preceding such Redemption Date.
“Regulation S” means Regulation S under the
Securities Act.
“Regulation S Global Note” means a Global
Note in the form of the Notes attached hereto as Exhibit A, and that is deposited with and registered in the name of the Depositary,
representing Notes sold in offshore transactions in reliance on Regulation S.
“Resale Restriction Termination
Period” means the period from the Issue Date until (1) the date that is one year after the later of (a) the date of the
original issuance of such Notes or (b) the last day on which the Company or any of its Affiliates was the owner of the Notes, and
(2) such later date, if any, as may be required by applicable laws.
“Restricted Note” means a
Note required to bear the restrictive legends set forth on the form of Note attached as Exhibit A to this Supplemental Indenture.
“Rule 144A” means Rule 144A
under the Securities Act (or any successor provision), as it may be amended from time to time.
“SEC” means the U.S. Securities and Exchange
Commission.
“Securities Act” means the Securities Act of
1933, as amended.
“Supplemental Indenture” means this Eleventh Supplemental Indenture.
“Treasury Rate” has the meaning assigned to
it in the Notes.
“Trustee” has the meaning specified in the
first paragraph hereof.
4
“US Global Note” means a Global
Note in the form of the Notes attached hereto as Exhibit A, and that is deposited with and registered in the name of the
Depositary, representing Notes sold in reliance on Rule 144A.
SECTION 102
Section References. Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context
otherwise requires, refer to this Supplemental Indenture.
ARTICLE 2
THE NOTES
SECTION 201
Title of the Notes. The Notes shall be known and designated as the “8.375% Notes due 2039” of the Company.
SECTION 202 Amount. The aggregate
principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited to $1,250,000,000,
except for Notes authenticated and delivered upon registration of transfer of, or exchange for, or in lieu of, other Notes pursuant to
Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon repayment in part of any Note pursuant to Article III of the Original
Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Eleventh Supplemental
Indenture but without the consent of the Holders, create and issue pursuant to this Eleventh Supplemental Indenture an unlimited principal
amount of additional Notes (in excess of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding
Notes, except that any such additional Notes (i) may have a different issue date and issue price from other outstanding Notes and
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than the amount payable on
other outstanding Notes.
SECTION 203 Stated Maturity.
The Stated Maturity of the Notes shall be March 1,2039.
SECTION 204 Interest. The Notes
shall bear cash interest at the rate of 8.375% from February 20, 2009 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, payable semiannually on March 1 and September 1 of each year, beginning on September 1,
2009, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding February 15 or
August 15, as the case may be, whether or not a Business Day. Interest on the Notes will be computed on the basis of a 360-day year
of twelve 30-day months.
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office of the Trustee in The City of New York designated for
such purpose, provided that payment of interest, other than interest payable at Stated Maturity or upon redemption, may be made at the
option of the Company by check mailed by the Trustee to the address of the Person entitled as shown on the Debt Security Register.
5
(b) If
any Stated Maturity date, Redemption Date or Interest Payment Date, falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date and the
next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption. The
Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price. If the Redemption
Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest Payment Date will
be reduced by the amount of interest accrued to the Redemption Date.
SECTION 207 Forms; Denominations.
The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the form attached hereto as
Exhibit A.
The Notes are being offered and sold by the Company pursuant to the
Purchase Agreement.
(a) Global
Notes, (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more US Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers
for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or a nominee thereof,
duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal amount of the US Global
Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter
provided.
Notes offered and sold in offshore transactions
in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation S Global
Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented thereby
with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount
of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
Each Global Note shall represent such
of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of
Outstanding Notes from time to time endorsed thereon and the aggregate principal amount of Outstanding Notes represented thereby may from
time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note representing
the Notes to reflect the amount of any decrease in the principal amount of Outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made on the records
of the Trustee and the Depositary.
6
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute and the Trustee
shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver initially
one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to
the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially to the following effect:
“UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE ELEVENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be entitled
to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests in a Global Note transferred
to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered form without interest
coupons.
7
(c) Restrictive
Legends. Until the completion of the Resale Restriction Termination Period, all Global Notes and all Certificated Notes shall bear
a legend (the “Legend”) in substantially the following form, unless such Notes have been sold pursuant to a registration statement
that has been declared effective under the Securities Act:
“THE NOTES EVIDENCED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION PERIOD”) FROM THE DATE OF
ORIGINAL ISSUANCE UNTIL (A) THE DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF THE
NOTES OR (Y) THE LAST DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A,
(3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION PERIOD.”
8
SECTION 208 Transfer and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of a Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing the Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the
case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of
counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation
S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under the Securities
Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i) provision
of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale or exchange of such
Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is
subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
The Trustee and the Registrar shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental
Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among the Depositary’s
participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture, and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
9
SECTION 209 Global Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be made
only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
and (C) transfers of a Certificated Note shall comply with Section 2.07 of the Indenture and Sections 209(a)(iii) and (iv) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer of
a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be effective
under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this Section 209(a)(i) shall
prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions
of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be exchanged
for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request for transfer
of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in the form satisfactory to
the Trustee, together with:
(a) so
long as the Notes are Restricted Securities, certification, in the form set forth in Exhibit B-l attached hereto, and, if requested
by the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if the Company
or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the restrictions
set forth in the Legend,
then the Trustee shall cause, or direct the Registrar to
cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal
amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated Note to be issued,
shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
10
(iii) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to
register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for
transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-l and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Legend.
(iv) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
11
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated
Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount
of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global Notes are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate
principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the Legend including the delivery
of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer or for
exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-l, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Legend upon the transferability of any Note shall cease and terminate when such Note has been sold or exchanged
pursuant to an effective registration statement under the Securities Act or may be transferred in compliance with Rule 144 under
the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on transfer shall have expired in accordance
with their terms or shall have terminated may, upon a surrender of such Note for exchange to the Registrar in accordance with the provisions
of this Section 209 (accompanied, in the event that such restrictions on transfer have terminated by reason of a transfer in compliance
with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in practice under the Securities
Act and otherwise reasonably acceptable to the Company, addressed to the Company, the Trustee and the Registrar and in form acceptable
to the Company, to the effect that the transfer of such Note has been made in compliance with Rule 144 or such successor provision),
be exchanged for a new Note, of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall
inform the Trustee of the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall
not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
12
(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided
that a Global Note may be exchanged for Notes registered in the names of any Person designated by the Depositary in the event that (i) the
Depositary has notified the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary has
ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the Company
within 90 days or (ii) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Note exchanged pursuant
to clause (i) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (ii) above
may be exchanged in whole or from time to time in part as directed by the Depositary. In the event that Certificated Notes are issued
in respect of beneficial interests in a Regulation S Global Note at any time prior to one year after the date of this Supplemental Indenture
(other than in a transaction subject to Rule 144A), the Company shall as promptly as practicable, institute procedures, including
appropriate certifications, reasonably designed to ensure that any transfer of such Certificated Notes prior to the end of such one year
is made only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption
from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the Legend. Any Global Note to
be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to be exchanged
in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or
its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof
to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the
Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative
thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee
a reasonable supply of Certificated Notes.
13
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf
Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name of the Depositary
or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or
impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary
practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Event of Default. For purposes
of this Eleventh Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture is hereby amended
by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting in its place
the following;
“then and in each and every case that an Event of Default
described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries only), (h) (with respect to Restricted
Subsidiaries only) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and is continuing, unless
the principal of and interest on all the Debt Securities of that series shall have already become due and payable, either the Trustee
or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities of
that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of that
series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration the same
shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining thereto
of that series contained to the contrary notwithstanding.”
ARTICLE 3
REPORTS BY THE COMPANY
So long as any of the Debt Securities are
“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during
any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements
pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of Notes and to each prospective
purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser, any information required
to be provided by Rule I44A(d)(4) under the Securities Act.
14
ARTICLE 4
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations
in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this
Supplemental Indenture or the proper authorization or the
due execution hereof by the Company or for or in respect of the recitals and statements contained herein, all of which recitals and statements
are made solely by the Company.
The provisions of Article XI of the
Original Indenture relating to defeasance shall apply to the Notes.
Except as expressly amended hereby, the
Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture is in
all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.
This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.
This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
[SIGNATURE PAGE FOLLOWS]
15
IN WITNESS WHEREOF, the Parties have
executed this Eleventh Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC.
By:
/s/ Susan W. Coker
Name:
Susan W. Coker
Title:
Vice President and Treasurer
By:
/s/ Mark F. Bowser
Name:
Mark F. Bowser
Title:
Senior Vice President and Chief Financial Office
Eleventh Supplemental Indenture Signature Page
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/ KAREN Z. KELLY
Name:
KAREN Z. KELLY
Title:
Vice President
Eleventh Supplemental Indenture Signature Page
EXHIBIT A
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTED LEGEND]
[THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL (A) THE DATE
THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST DAY ON WHICH THE ISSUER
OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO
AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH
A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
PERIOD.]
A-1
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE ELEVENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-2
No. R-
PRINCIPAL AMOUNT
CUSIP No.
$
COX COMMUNICATIONS, INC.
8.375% Notes due 2039
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[
] ($ ) on March 1, 2039 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from
February 20, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable
semiannually on March 1 and September 1 in each year (each, an “Interest Payment Date”), commencing
September 1, 2009, at the rate of 8.375% per annum, until the principal hereof is paid or duly made available for payment.
Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or
one or more predecessor securities) is registered at the close of business on the regular record date for such interest, which shall
be February 15 or August 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest
Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the
payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of
Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner,
all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that
is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was
due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date
or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder
shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “8.375% Notes
due 2039” (the “Notes”), initially limited to an aggregate principal amount of $1,250,000,000, all issued or to be
issued under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by
the Eleventh Supplemental Indenture dated as of February 20, 2009 (the “Eleventh Supplemental Indenture”, and
together with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New
York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
A-3
This Note will be
redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to the greater
of (i) 100% of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation Agent, of the
present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on the principal amount
of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 75 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Trustee obtains fewer than four
such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed by the Company.
“Reference Treasury
Dealer” means Barclays Capital Inc., J.P. Morgan Securities Inc., Greenwich Capital Markets, Inc. and their respective successors,
one other primary United States Government securities dealer in New York City (each, a “Primary Treasury Dealer”) selected
by Wachovia Capital Markets, LLC or its successor, and one other Primary Treasury Dealer selected by the Company; provided, however, that
if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company will substitute another Primary Treasury Dealer.
“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day preceding
such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semi-annual or
equivalent yield to maturity or interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third
Business Day preceding such Redemption Date using a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such Redemption Date.
A-4
This Note is not subject to any sinking fund.
Notice of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If money sufficient
to pay the Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except as provided above, this Note is not redeemable by the Company
prior to maturity and is not subject to any sinking fund.
In case an Event of
Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions set forth in the Indenture, (i) the
Indenture may be amended with respect to the Notes with the consent of the Holders of at least a majority in principal amount outstanding
of the Notes and (ii) any default or noncompliance with any provisions applicable to the Notes may be waived with the consent of
the Holders of a majority in principal amount outstanding of the Notes. Subject to certain exceptions set forth in the Indenture, without
the consent of any Holder, the Company and the Trustee may amend the Indenture or the Notes to, among other things, cure any ambiguity,
defect or inconsistency, or to provide for the assumption by a successor corporation of the obligations of the Company under the Indenture,
or to add additional covenants or surrender any right or power conferred on the Company, or to establish the form or terms of the Notes
of any series, or to appoint a successor Trustee or provide for administration of the trust by more than one Trustee, or to add to, delete
from or revise the conditions, limitations, and restrictions on the authorized amount, terms or purposes of issue, authentication and
delivery of the Notes or to add any additional event of default, or to modify the provisions of the Indenture as shall be necessary to
facilitate the defeasance and discharge of the Notes as shall not adversely affect any Holders, or to secure the Notes, or to make provisions
with respect to exchange rights of Holders, or to make any change that does not adversely affect the rights of any Holder.
Subject to certain
conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the Notes to the Maturity
Date.
If money for the payment
of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
A-5
No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.
No director, officer,
employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and the
Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state.
Ownership of this
Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat
the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to a recommendation
promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to be printed on this Note
and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as to the correctness of such
numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used herein without definition that
are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate
of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its
authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
A-6
IN WITNESS WHEREOF, the Company has caused
this instrument to be duly executed, manually or by facsimile.
Date: February , 2009
COX COMMUNICATIONS, INC.
By:
Name:
Susan W. Coker
Title:
Vice President and Treasurer
By:
Name:
Mark F. Bowser
Title:
Senior Vice President and Chief Financial Office
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: February 2009
A-7
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please insert social security number or other identifying
number of assignee:
Please print or type name and address (including zip code)
of assignee:
the within Note and
all rights thereunder, hereby irrevocably constituting and appointing attorney
to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE: The signature
to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement
or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements of the
Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934.
A-8
EXHIBIT B-l
Transfer Certificate
In connection with a transfer
of any of the $
principal amount of the 8.375% Notes due 2039 (the “Notes”) of Cox Communications, Inc. (the “Company”)
within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner of this Note
hereby certifies with respect to $
principal amount of the above-captioned securities presented
or surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange where the
securities deliverable upon such exchange are to be registered in a name other than that of the undersigned registered owner (each such
transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered
Notes for the reason checked below:
¨
A transfer of the Surrendered Notes is made to the Company or any subsidiaries;
¨
The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or
¨
The transfer of the Surrendered Notes is to an institutional accredited investor, as described in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act; or
¨
The transfer of the Surrendered Notes is pursuant to an effective registration statement under the Securities Act, or
¨
The transfer of the Surrendered Notes is pursuant to an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act; or
¨
The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirement of the Securities Act.
and unless the box below is checked, the undersigned confirms
that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the Company as defined
in Rule 144 under the Securities Act (an “Affiliate”).
¨
The transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner is a corporation,
partnership or
fiduciary, the title of the Person signing on behalf of
such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of Letter to be Delivered by Accredited Investors
Cox Communications, Inc.
1400
Lake Hearn Drive, NE
Atlanta, Georgia 30319
Attention: Treasurer
The Bank of New York Mellon Trust
Company, N.A., as Registrar
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Corporate Trust Office
Dear Sirs:
We are delivering this letter in connection with the
proposed transfer of
$ .principal
amount of the 8.375% Notes due 2039 (the “Notes”) of Cox Communications, Inc. (the “Company”).
We hereby confirm that:
(i) we
are an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under
the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
(an “Institutional Accredited Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an “accredited investor” within the meaning of
Rule 501(a)(7) under the Securities Act and for each of which we exercise sole investment discretion or (B) we
are a “bank,” within the meaning of Section 3(a)(2) of the Securities Act, or a “savings and loan
association” or other institution described in Section 3(a)(5)(A) of the Securities Act that is acquiring Notes as
fiduciary for the account of one or more institutions for which we exercise sole investment discretion;
(iii) we
will acquire Notes having a minimum principal amount of not less than $100,000 for our own account or for any separate account for which
we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as
permitted below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary
shall remain at all times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in a transaction not involving any public offering within the United
States within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree,
on our own behal f and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such
Notes, or any beneficial interest therein, prior to the end of the period (the “Resale Restriction Period”) from the
date of original issuance until (a) the date that is one year after the later of (x) the date of the original issuance of
the Notes or (y) the last day on which the Issuer or any of its Affiliates was the owner of the Notes, and (b) such
later date, if any, as may be required by applicable laws only:
(1) to the Company or any subsidiary thereof, or
(2) for as long as the Notes are
eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) to
an Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of such Institutional
Accredited Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in
violation of the Securities Act, or
(4) pursuant to a registration
statement which has been declared effective under the Securities Act, or
(5) outside the United States to
non-U.S. persons in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities Act, or
(6) pursuant to another available
exemption from registration under the Securities Act, including under Rule 144, if available, and, in each case, in accordance with
any applicable securities laws of any State of the United States or any other applicable jurisdiction and in accordance with and subject
to the legends set forth on the Notes.
We
acknowledge that the Company, others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and
we agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate and
complete.
THIS LETTER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-2
EX-4.10 — EXHIBIT 4.10
EX-4.10
Filename: tm2623711d1_ex4-10.htm · Sequence: 11
Exhibit 4.10
EXECUTION VERSION
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
TWELFTH SUPPLEMENTAL INDENTURE
Dated as of November 29, 2012
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of Debt Securities
designated
3.25% Notes due 2022
4.70% Notes due 2042
TWELFTH
SUPPLEMENTAL INDENTURE, dated as of the 29th day of November, 2012 between COX COMMUNICATIONS, INC., a corporation
existing under the laws of the State of Delaware, having its principal executive office located at 1400 Lake Hearn Drive, NE,
Atlanta, Georgia 30319 (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking
association, having a designated corporate trust office located at 900 Ashwood Parkway, Suite 425, Atlanta, Georgia
30338, as trustee (the “Trustee”);
WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture”
and, as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time
of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt Securities”),
unlimited as to principal amount, to be issued in one or more series;
WHEREAS,
the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute
and deliver to the Trustee this Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide
for the creation and issuance of, two new series of Debt Securities designated as the “3.25% Notes due 2022” in the initial
aggregate principal amount of $1,000,000,000 (the “2022 Notes”) and the “4.70% Notes due 2042” in the initial
aggregate principal amount of $500,000,000 (the “2042 Notes” and, together with the 2022 Notes, the “Notes”);
WHEREAS, Section 9.01
of the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the
consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities
of any series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS, all things necessary
to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to
the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations
of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW,
THEREFORE, THIS TWELFTH SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt Securities
designated as the “3.25% Notes due 2022” and the “4.70% Notes due 2042” and for and in consideration of the premises
and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration
the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
2
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to the series of Debt Securities (consisting of the
Notes) created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms
defined in this Article have the meanings assigned to them in this Article. Each capitalized term that is used in the Original
Indenture and this Supplemental Indenture but not defined herein shall have the meaning specified
in the Original Indenture.
“Agent Members” has the meaning
specified in Section 209(e)(v).
“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Business
Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
in The City of New York are authorized or obligated by law to close.
“cash” means U.S. legal tender.
“Certificated Notes”
means the notes required to bear the Legend set forth on the form of the Notes attached as Exhibits A-1 and A-2 to this Supplemental Indenture.
“Clearstream” means Clearstream
Banking, société anonyme (formerly Cedelbank).
“Comparable Treasury
Issue” means, with respect to the Notes subject to redemption, the United States Treasury securities (in the case of a redemption
of either or both of the 2022 Notes and 2042 Notes) selected by the Quotation Agent as having an actual or interpolated maturity or maturities,
as the case may be, comparable to the remaining life of the Notes to be redeemed that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining
life of the Notes to be redeemed.
“Comparable Treasury
Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Debt Securities” has the meaning specified
in the first recital hereof.
“Depositary” means, with respect
to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been appointed and
become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean or include such
successor and any nominee thereof.
3
“DTC” means The Depository Trust Company. “Euroclear”
means the Euroclear System.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Global Note”
means a Note issued in global form and deposited with or on behalf of the Depositary.
“Holder” and
“Noteholder,” in the case of any Note, means the Person in whose name such Note is registered in the Debt Security Register.
“Institutional
Accredited Investor” means an institutional “accredited investor” as defined in Rule 50l (a)(1), (2),
(3) and (7) under the Securities Act.
“Interest
Payment Date,” in respect of any Note, has the meaning assigned to it in such Note.
“Issue Date”
means November 29, 2012.
“Legend” has
the meaning specified in Section 207(c).
“Notes” has the meaning specified in the recitals hereof.
“Purchase Agreement”
means the Purchase Agreement dated November 26, 2012, among the Company and J.P. Morgan Securities LLC, Wells Fargo Securities, LLC,
Barclays Capital Inc. and Citigroup Global Markets Inc. acting as representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional
Buyer” has the meaning specified in Rule 144A.
“Quotation Agent” means the Reference Treasury Dealer appointed
by the Company.
“Redemption
Date,” with respect to any 2022 Note or 2042 Note or portion thereof to be redeemed, means the date
fixed for redemption in accordance with the terms of the Notes and Article III of the Original Indenture.
“Redemption Price,”
with respect to any 2022 Note or 2042 Note or portion thereof to be redeemed, means the greater of:
(a) 100%
of the principal amount of the Notes or portion thereof, as applicable, to be redeemed; or
(b) the
sum, as determined by the Quotation Agent, of the present values of the principal amount and the remaining scheduled payments of interest
on such Notes or portion thereof, as applicable, to be redeemed (exclusive of interest accrued to the Redemption Date), in each case,
discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate plus 25 basis points, in the case of the 2022 Notes, and 30 basis points, in the cases of
the 2042 notes, as the case may be, plus, in either case, accrued and unpaid interest thereon to the Redemption Date.
4
“Reference Treasury
Dealer” means J.P. Morgan Securities LLC, a primary Treasury dealer selected by Wells Fargo Securities, LLC, Barclays Capital Inc.
and Citigroup Global Markets Inc., and each of their respective successors; provided, however, that if any of the foregoing shall cease
to be a primary Treasury dealer, the Company will substitute another primary Treasury dealer.
“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business
Day preceding such Redemption Date.
“Regulation S” means Regulation
S under the Securities Act.
“Regulation S Global
Note” means a Global Note in the form of the Notes attached hereto as Exhibits A-1 and A-2, and that is deposited with and registered
in the name of the Depositary, representing Notes sold in offshore transactions in reliance on Regulation S.
“Resale Restriction
Termination Period” means the period from the Issue Date until (1) the date that is one year after the later of (a) the
date of the original issuance of such Notes or (b) the last day on which the Company or any of its Affiliates was the owner of the
Notes, and (2) such later date, if any, as may be required by applicable laws.
“Restricted Note”
means a Note required to bear the restrictive legends set forth on the form of Note attached as Exhibits A-1 and A-2 to this Supplemental
Indenture.
“Rule 144A”
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from
time to time.
“SEC” means the U.S. Securities
and Exchange Commission.
“Securities Act” means the Securities
Act of 1933, as amended.
“Supplemental Indenture” means
this Twelfth Supplemental Indenture.
“Treasury Rate” has the meaning
assigned to it in the Notes.
“Trustee” has the meaning specified in the first
paragraph hereof.
5
“US Global Note” means a Global
Note in the form of the Notes attached hereto as Exhibits A-1 and A-2 to this Supplemental Indenture, and that is deposited with and registered
in the name of the Depositary, representing Notes sold in reliance on Rule 144A.
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The Notes shall be known and designated as
the “3.25% Notes due 2022” and the “4.70% Notes due 2042” of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental
Indenture is initially limited to $1,000,000,000 for the 2022 Notes and $500,000,000 for the 2042 Notes, except for Notes authenticated
and delivered upon registration of, transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08,
2.09 or 9.04 of the Indenture, or upon repayment in part of any 2022 Note or 2042 Note pursuant to Article III of the Original
Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Twelfth Supplemental
Indenture but without the consent of the Holders, create and issue pursuant to this Twelfth Supplemental Indenture an unlimited principal
amount of additional Notes (in excess of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding
Notes, except that any such additional Notes (i) may have a different issue date and issue price from other outstanding
Notes and (ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than the
amount payable on other outstanding Notes.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2022 Notes shall be December 15, 2022. The
Stated Maturity of the 2042 Notes shall be December 15, 2042.
SECTION 204 Interest.
(a) The
2022 Notes shall bear cash interest at the rate of 3.25% from November 29, 2012 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 15 and December 15
of each year, beginning on June 15, 2013, to the Persons in whose names such Notes are registered at the close of business on the
immediately preceding June 1 or December 1, as the case may be, whether or not a Business Day. Interest on the 2022 Notes will
be computed on the basis of a 360-day year of twelve 30-day months.
(b) The
2042 Notes shall bear cash interest at the rate of 4.70% from November 29, 2012 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, payable semiannually on June 15 and December 15 of each year, beginning on
June 15, 2013, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding June 1
or December 1, as the case may be, whether or not a Business Day. Interest on the 2042 Notes will be computed on the basis of a 360-day
year of twelve 30-day months.
6
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee,
as the case may be, as the registered owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued
in the form of Certificated Notes, payments of principal, premium, if any, and interest thereon will be at the office or agency of the
Trustee in The City of New York designated for such purpose, provided that payment of interest, other than interest payable at Stated
Maturity or upon redemption, may be made at the option of the Company by check mailed by the Trustee to the address of the Person entitled
as shown on the Debt Security Register.
(b) If
any Stated Maturity Date, Redemption Date or Interest Payment Date, falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day, and no interest shall accrue on the amount so payable for the period
between such payment date and the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at
the applicable Redemption Price. If the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment
on the next succeeding Interest Payment Date will be reduced by the amount of interest accrued to the Redemption Date.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes
shall be in substantially the forms attached hereto as Exhibits A-1 and A-2.
The Notes are being offered
and sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more US Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers
for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or a nominee thereof,
duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal amount of the US
Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as
hereinafter provided.
Notes offered and sold in offshore transactions
in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation S Global
Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented thereby
with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The aggregate principal amount
of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
7
Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby
may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note
representing the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented thereby shall be
made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made
on the records of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The
Company shall execute and the Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture,
authenticate and deliver initially one or more Global Notes that
(a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instructions and (c) shall bear legends substantially to the following
effect:
“UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWELFTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.”
8
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in
Global Notes will not be entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred
in accordance with Section 209(a)(ii) to an Institutional Accredited Investor who is not a Qualified Institutional Buyer and
beneficial interests in a Global Note transferred to the beneficial holders thereof pursuant to Section 209(e) will be issued
in certificated, registered form without interest coupons.
(c) Restrictive
Legends. Until the completion of the Resale Restriction Termination Period, all Global Notes and
all Certificated Notes shall bear a legend (the “Legend”) in substantially the following form, unless such Notes have been
sold pursuant to a registration statement that has been declared effective under the Securities Act:
“THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”)
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION
PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL (A) THE DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF
THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES,
AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501 (a)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN INSTITUTIONAL
ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION PERIOD.”
9
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains outstanding and is held by
or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 209
and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees
of the Depositary or to a successor of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer
and bearing the Legend, or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend
shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an opinion of counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A,
Rule 144 or Regulation S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144
under the Securities Act or that any such exchange or replacement Notes have been issued in a registered
transaction under the Securities Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company
to the Trustee and the Registrar of the sale or exchange of such Notes pursuant to a registration statement that is effective at the time
of such sale, the Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Legend.
If the Legend is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall
be reinstated.
10
The Trustee and the Registrar shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental
Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among the Depositary’s
participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be made
only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply
with Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall comply
with Section 2.07 of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer of
a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be effective
under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this Section 209(a)(i) shall
prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions
of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a
request for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in
the form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached
hereto, and, if requested by the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that
such beneficial interest in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
11
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar,
the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated
Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial
Interest in a US Global Note.
(a) On
or prior to the 40th day after the later of the commencement of the offering of the Notes represented by the Regulation S Global Note
and the issue date of such Notes (such period through and including such 40th day, the “Restricted Period”), a beneficial
interest in a Regulation S Global Note may be transferred to a Person who takes delivery in the form of an interest in the corresponding
US Global Note only upon receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being
made (i)(a) to a Person whom the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements
of Rule 144A or (b) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied
by an Opinion of Counsel regarding the availability of such exemption and (ii) in accordance with all applicable securities laws
of any state of the United States or any other jurisdiction.
(b) Beneficial
interests in the US Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written
certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if
available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with
a request:
(x) to
register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
12
the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered for
transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a
certification to that effect (in the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar
so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth
in the Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a
beneficial interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1,
that such Certificated Note is being transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its
books and records with respect to such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by
the Global Note, such instructions to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated Note and
cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and
the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount
of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global Notes are then
outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate
principal amount.
13
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the
Legend including the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration
of transfer or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate
in substantially the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to
compliance with such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange
any Note not so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Legend upon the transferability of any Note shall cease and terminate when such Note has been sold or
exchanged pursuant to an effective registration statement under the Securities Act or may be transferred in compliance with
Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on transfer
shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to the
Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the
Company, the Trustee and the Registrar and in form acceptable to the Company, to the effect that
the transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note,
of like tenor and aggregate principal amount, which shall not bear the restrictive Legend. The Company shall inform the Trustee of
the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall not be liable for
any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses
any sale, pledge, transfer, hypothecation or other disposition of any Note.
(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be
exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees
thereof, provided that a Global Note may be exchanged for Notes registered in the names of any Person designated by the Depositary
in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as depositary for such
Global Note or the Depositary has ceased to be a “clearing agency” registered under the
Exchange Act, and a successor Depositary is not appointed by the Company within 90 days or (ii) an Event of Default has
occurred and is continuing with respect to the Notes. Any Global Note exchanged pursuant to clause (i) above shall be so
exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (ii)
above may be exchanged in whole or from time to time in part as directed by the Depositary. In the event that Certificated Notes are
issued in respect of beneficial interests in a Regulation S Global Note at any time prior to one year after the date of this
Supplemental Indenture (other than in a transaction subject to Rule 144A), the Company shall as promptly as practicable,
institute procedures, including appropriate certifications, reasonably designed to ensure that any transfer of such Certificated
Notes prior to the end of such one year is made only in accordance with the provisions of Regulation S, pursuant
to registration under the Securities Act or pursuant to an exemption from such registration.
14
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the Legend. Any Global Note to
be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to be exchanged
in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the Depositary or
its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the portion thereof
to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment, the
Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or an authorized representative
thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee
a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose behalf
Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name of the Depositary
or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated by the Company,
the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or
impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary
practices of such Persons governing the exercise of the rights of a Holder of any Note.
15
SECTION 210 Event
of Default. For purposes of this Twelfth Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original
Indenture is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and
inserting in its place the following:
“then
and in each and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted
Subsidiaries only), (h) (with respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series
at the time outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall
have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt
Securities of that series then outstanding hereunder, by notice in writing to the Company (and to
the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount
Debt Securities, such portion of the principal amount as may be specified in the terms of that series) and interest on all the Debt Securities
of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and
payable, anything in this Indenture or in the Debt Securities or Coupons appertaining thereto of that series contained to the contrary
notwithstanding.”
ARTICLE 3
REPORTS BY THE COMPANY
So long as any of the Debt Securities
are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will,
during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such
reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of
Notes and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective
purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
MISCELLANEOUS PROVISIONS
The
Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this Supplemental Indenture or the proper authorization
or the due execution hereof by the Company or for or in respect of the recitals and statements contained
herein, all of which recitals and statements are made solely by the Company.
16
For purposes of this Supplemental Indenture
and the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following additional rights of the Trustee:
“(i) in
no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts
of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received
by the Trustee at the designated corporate trust office of the Trustee, and such notice references the Notes and this Indenture;
(l) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder; and
(m) the
Trustee may request that the Company deliver a certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.”
The provisions of Article XI
of the Original Indenture relating to defeasance shall apply to the Notes.
Except as expressly amended
hereby, the Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture
is in all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided.
This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.
This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
17
EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
[SIGNATURE PAGES FOLLOW]
18
IN WITNESS WHEREOF, the Parties have executed
this Twelfth Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC.
By:
/s/ Mark F.Bowser
Mark F.Bowser
Executive Vice President
and Chief Financial
Officer
By:
/s/ Katherine K. Decker
Katherine K. Decker
Vice President and Treasurer
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
/s/
R. Tarnas
Name:
R. Tarnas
Title:
Vice President
Twelfth
Supplemental Indenture Signature Page
EXHIBIT A-1
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTED LEGEND]
[THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION
PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL (A) THE DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF
THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES,
AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501 (a)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION PERIOD.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
A-1
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWELFTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
[REGULATION
S GLOBAL NOTES LEGEND]
[THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.
NO
BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.]
A-2
No. R-
PRINCIPAL AMOUNT
CUSIP No.
$
COX
COMMUNICATIONS, INC.
3.25%
Notes due 2022
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] ($ ) on December 15, 2022 (the “Maturity
Date”), unless previously redeemed, and to pay interest thereon from November 29, 2012 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on June 15 and December 15 in each year (each,
an “Interest Payment Date”), commencing June 15, 2013, at the rate of 3.25% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close
of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date)
for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this
series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully
provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no ,interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date,
as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts
and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.25% Notes due 2022”
(the “Notes”), initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be issued under and pursuant
to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Twelfth Supplemental Indenture
dated as of November 29, 2012 (the “Twelfth Supplemental Indenture”, and together with the Original Indenture, the “Indenture”),
duly executed and delivered by the Company to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as
the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders”
or “Holder” meaning the registered holders or registered holder of the Notes).
A-3
This
Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal
to the greater of (i) 100% of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from
their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 25 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means J.P. Morgan Securities LLC, a primary Treasury dealer selected by Wells Fargo Securities, LLC, Barclays Capital
Inc. and Citigroup Global Markets Inc., and each of their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary Treasury dealer, the Company will substitute another primary Treasury dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
A-4
“Treasury
Rate” means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semi-annual or equivalent
yield to maturity or interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding
such Redemption Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
This
Note is not subject to any sinking fund.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If
money sufficient to pay the Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to
be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions
specified in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note
called for redemption.
Except
as provided above, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the
Notes to the Maturity Date.
A-5
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder,
by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of
this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to
be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as
to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
A-6
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
November , 2012
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: November ,
2012
A-7
ASSIGNMENT
FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please
insert social security number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the
within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________attorney to transfer said Note of Cox Communications, Inc.
on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
A-8
EXHIBIT A-2
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTED LEGEND]
[THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE RESTRICTION
PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL (A) THE DATE THAT IS ONE YEAR AFTER THE LATER OF (X) THE DATE OF
THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES,
AND (B) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS, EXCEPT (1) TO THE ISSUER, (2) TO A
PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES
ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (3) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(4) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 50l (a)(l), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS AN
INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $100,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION PERIOD.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
A-9
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWELFTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
[REGULATION
S GLOBAL NOTES LEGEND]
[THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.
NO
BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED
CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.]
A-10
No. R-
PRINCIPAL AMOUNT
CUSIP No.
$
COX
COMMUNICATIONS, INC.
4.70%
Notes due 2042
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] ($ ) on December 15, 2042 (the “Maturity
Date”), unless previously redeemed, and to pay interest thereon from November 29, 2012 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on June 15 and December 15 in each year (each,
an “Interest Payment Date”), commencing June 15, 2013, at the rate of 4.70% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close
of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date)
for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this
series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully
provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no ,interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date,
as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts
and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “4.70% Notes due 2042”
(the “Notes”), initially limited to an aggregate principal amount of $500,000,000, all issued or to be issued under and pursuant
to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Twelfth Supplemental Indenture
dated as of November 29, 2012 (the “Twelfth Supplemental Indenture”, and together with the Original Indenture, the “Indenture”),
duly executed and delivered by the Company to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as
the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders”
or “Holder” meaning the registered holders or registered holder of the Notes).
A-11
This
Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal
to the greater of (i) 100% of the principal amount of this Note to be redeemed or (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each case, discounted from
their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 30 basis points, plus accrued and unpaid interest thereon to the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance :with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means J.P. Morgan Securities LLC, a primary Treasury dealer selected by Wells Fargo Securities, LLC, Barclays Capital
Inc. and Citigroup Global Markets Inc., and each of their respective successors; provided, however, that if any of the foregoing shall
cease to be a primary Treasury dealer, the Company will substitute another primary Treasury dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date applicable to this Note, the rate per annum equal to the semi-annual or equivalent
yield to maturity or interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding
such Redemption Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
A-12
This
Note is not subject to any sinking fund.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If
money sufficient to pay the Redemption Price with respect to and accrued and unpaid interest on the principal amount of this Note to
be redeemed on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions
specified in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note
called for redemption.
Except
as provided above, this Note is not redeemable by the Company prior to maturity and is not subject to any sinking fund.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or Government Obligations for the payment of principal, premium, if any, and interest on the
Notes to the Maturity Date.
A-13
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder,
by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of
this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused a CUSIP number to
be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made as
to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
A-14
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
November , 2012
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: November ,
2012
A-15
ASSIGNMENT
FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please
insert social security number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the
within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note of Cox Communications, Inc.
on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
A-16
EXHIBIT B-1
Transfer
Certificate
In
connection with a transfer of any of the $_______________,
principal amount of the % Notes due 20_ (the “Notes”) of Cox Communications, Inc.
(the “Company”) within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered
owner of this Note hereby certifies with respect to $ principal
amount of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”) for registration
of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other than that of the
undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive legend
set forth on the face of the Surrendered Notes for the reason checked below:
¨ A
transfer of the Surrendered Notes is made to the Company or any subsidiaries; Or
¨ The
transfer of the Surrendered Notes complies with Rule 144A
under the Securities Act; or
¨ The
transfer of the Surrendered Notes is to an institutional accredited investor, as described
in Rule 50l (a)(l), (2),
(3) or (7) of
Regulation D under the Securities Act; or
¨ The
transfer of the Surrendered Notes is pursuant to an effective registration statement under
the Securities Act, or
¨ The
transfer of the Surrendered Notes is pursuant to an offshore transaction in accordance with
Rule 904 of Regulation
S under the Securities Act; or
¨ The
transfer of the Surrendered Notes is pursuant to another available exemption from the registration
requirement of the Securities Act.
and
unless the box below is checked, the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred
to an “affiliate” of the Company as defined in Rule 144
under the Securities Act (an “Affiliate”).
¨
The transferee is an Affiliate
of the Company.
DATE:
Signature(s)
(If
the registered owner is a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of
Letter to be Delivered by Accredited Investors
Cox
Communications, Inc.
1400 Lake Hearn Drive, NE
Atlanta, Georgia 30319
Attention:
Treasurer
The
Bank of New York Mellon Trust Company, N.A., as Registrar
100 Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention:
Corporate Trust Office
Dear
Sirs:
We
are delivering this letter in connection with the proposed transfer of $ principal
amount of the_____% Notes due 20_ (the “Notes”) of Cox Communications, Inc.
(the “Company”).
We
hereby confirm that:
(i) we
are an “accredited investor” within the meaning of Rule 50l
(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity
owners are accredited investors within the meaning of Rule 50l
(a)(l), (2), (3) or (7) of
Regulation D under the Securities Act (an “Institutional Accredited Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as
fiduciary for the account of one or more trusts, each of which is an “accredited investor” within the meaning of Rule 501
(a)(7) under the Securities Act and for each of which we
exercise sole investment discretion or (B) we are a
“bank,” within the meaning of Section 3(a)(2) of
the Securities Act, or a “savings and loan association” or other institution described in Section 3(a)(5)(A) of
the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole
investment discretion;
(iii)
we
will acquire Notes having a minimum principal amount of not less than $100,000 for our own account or for any separate account for
which we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in a transaction not involving any public offering within the United States
within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on our own
behalf and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any
beneficial interest therein, prior to the end of the period (the “Resale Restriction Period”) from the date of original issuance
until (a) the date that is one year after the later of (x) the date of the original issuance of the Notes or (y) the last
day on which the Issuer or any of its Affiliates was the owner of the Notes, and (b) such later date, if any, as may be required
by applicable laws only:
(1)
to the Company
or any subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) to
an Institutional Accredited Investor that is acquiring the Note for its own account, or for the account of such Institutional Accredited
Investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the
Securities Act, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) outside
the United States to non-U.S. persons in an offshore transaction in accordance with Rule 903 or 904 of Regulation S under the Securities
Act, or
(6) pursuant
to another available exemption from registration under the Securities Act, including under Rule 144, if available, and, in each
case, in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction and in
accordance with and subject to the legends set forth on the Notes.
We
acknowledge that the Company, others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we
agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete.
B-2-2
THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-3
EX-4.11 — EXHIBIT 4.11
EX-4.11
Filename: tm2623711d1_ex4-11.htm · Sequence: 12
Exhibit 4.11
EXECUTION VERSION
COX
COMMUNICATIONS, INC.
THE
BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
THIRTEENTH
SUPPLEMENTAL INDENTURE
Dated
as of May 1, 2013
Supplement
to Indenture
Dated as of June 27, 1995
Creating
two series of Debt Securities designated
2.95% Notes due 2023
4.50% Notes due 2043
THIRTEENTH
SUPPLEMENTAL INDENTURE, dated
as of the 1st
day of May, 2013 between COX COMMUNICATIONS, INC.,
a corporation existing under
the laws of the State
of Delaware, having its principal
executive office located
at 1400 Lake Hearn Drive,
NE, Atlanta, Georgia 30319
( the “Company”),
and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a
national banking association,
having a designated corporate trust
office located at 900
Ashwood Parkway, Suite 425,
Atlanta, Georgia 30338, as
trustee (the
“Trustee”);
WHEREAS,
the Company has heretofore executed and delivered
to the Trustee an Indenture,
dated as of June 27,
1995 (the “Original Indenture”
and, as amended by this
Supplemental Indenture, the
“Indenture”),
providing for the issuance by the Company from time to time of
its debentures, notes,
bonds or other
evidences of indebtedness (in the Original
Indenture and herein
called the “Debt
Securities”), unlimited
as to principal amount, to
be issued in one or
more series;
WHEREAS,
the Company, in the exercise
of the power and authority
conferred upon and reserved to it under the provisions of the
Original Indenture and pursuant to appropriate resolutions
of the Board of Directors,
has duly determined to make, execute
and deliver to the Trustee
this Supplemental Indenture to
the Original Indenture in order
to establish the form
and terms of, and to provide
for the creation and issuance
of, two new
series of Debt
Securities designated
as the “2.95% Notes
due 2023” in the initial aggregate
principal amount of $1,000,000,000
(the “2023 Notes”) and the
“4.50% Notes due 2043”
in the initial aggregate principal
amount of $500,000,000
(the “2043 Notes”
and, together with
the 2023 Notes, the “Notes”);
WHEREAS,
Section 9.01 of the Original
Indenture provides, among other
things, that the Company and
the Trustee, at any time
and from time to time, without
the consent of any Holders,
may enter into an
indenture supplemental to
the Original Indenture to
establish the form or terms of
Debt Securities of any series
as permitted by Sections 2.01
and 2.03 of the Original Indenture;
WHEREAS,
all things necessary
to make the Notes, when executed
by the Company and authenticated
and delivered by
the Trustee and issued
upon the terms and subject to the conditions
hereinafter and in the Original Indenture
set forth against payment therefor,
the valid, binding and
legal obligations of the
Company and to make this Supplemental
Indenture a valid, binding
and legal agreement of the
Company, have
been done;
1
NOW,
THEREFORE, THIS THIRTEENTH
SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the
form and terms of the
series of
Debt Securities designated
as the “2.95%
Notes due 2023” and the
“4.50% Notes due 2043”
and for and in consideration
of the premises and of the
covenants contained in the Original
Indenture and in this
Supplemental Indenture and
for other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged,
it is mutually covenanted
and agreed, for
the equal and proportionate
benefit of all Holders of
the Notes, as
follows:
ARTICLE 1
DEFINITIONS
AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101 Definitions.
For all purposes of
the Original Indenture and
this Supplemental Indenture
relating to the series of
Debt Securities (consisting of the Notes) created hereby, except as otherwise expressly
provided or unless the context otherwise requires, the
terms defined in this Article have
the meanings assigned to them in this
Article. Each capitalized term that is used in
the Original Indenture and
this Supplemental Indenture
but not defined herein
shall have the meaning specified
in the Original Indenture.
“Agent
Members” has the
meaning specified in Section 209(e)(v) of
this Supplemental Indenture.
“Applicable
Procedures” means, with
respect to any transfer or
transaction involving a Global Note or beneficial
interest therein, the rules and
procedures of the Depositary
for such Note, in
each case to the extent applicable
to such transaction and as
in effect from time to time.
“Business
Day” means any
day other than a Saturday, a Sunday or a legal
holiday or a day on which banking institutions
or trust companies in
The City of New York are authorized or obligated by law to close.
“cash”
means U.S. legal tender.
“Certificated
Notes” means the Notes issued in
certificated, registered form
without interest coupons and not
required to bear the
Legend set forth in Section 207(a)(ii) of
this Supplemental Indenture.
“Clearstream”
means Clearstream Banking, societe
anonyme (formerly Cedelbank).
“Debt
Securities” has the
meaning specified in the first
recital hereof.
“Depositary”
means, with respect to
the Notes issuable in whole or
in part in global form,
DTC and any nominee thereof, until
a successor shall have been
appointed and become such pursuant to the applicable provisions
of the Indenture, and thereafter
“Depositary” shall
mean or include such
successor and any nominee thereof.
“DTC”
means The Depository Trust
Company.
“Euroclear”
means the Euroclear System.
“Exchange
Act” means the Securities
Exchange Act of 1934,
as amended.
“Global
Note” means a Note
issued in global form,
bearing the legends set forth
in Section 207(a)(ii) of this Supplemental Indenture,
and deposited with or on behalf
of the Depositary.
2
“Holder”
and “Noteholder”, in
the case of any Note, means the
Person in whose name such
Note is registered in the
Debt Security Register.
“Institutional
Accredited Investor” means an
institutional “accredited investor”
as defined in Rule 501(a)(l),
(2), (3) and (7) under
the Securities Act.
“Interest
Payment Date,” in respect of
any Note, has the meaning assigned to
it in such Note.
“Issue
Date” means May 1,
2013.
“Legend”
means the US Transfer
Restriction Legend and the Regulation S Legend, each as defined in
Section 207(c) of this Supplemental Indenture.
“Notes”
has the meaning specified in
the recitals hereof.
“Purchase
Agreement” means the Purchase Agreement dated April 24,
2013, among the Company and J.P.
Morgan Securities LLC, Wells
Fargo Securities, LLC, Barclays Capital Inc.,
Citigroup Global Markets Inc. and
Morgan Stanley & Co.
LLC, acting as representatives on
behalf of the Initial Purchasers (as defined therein).
“Qualified
Institutional Buyer” has the meaning specified
in Rule 144A.
“Quotation
Agent” means the Reference Treasury
Dealer appointed by the Company.
“Redemption
Date”, with respect
to any 2023 Note or 2043 Note or portion
thereof to be redeemed, means
the date fixed for
redemption in accordance with
the terms of such Note
and Article III of the
Original Indenture.
“Redemption
Price”, with respect to any 2023 Note or
2043 Note or portion thereof
to be redeemed, means the
price at which it is
to be redeemed as determined
in accordance with the
terms of the applicable Note and Article III of the Original
Indenture.
“Regulation S” means Regulation S
under the Securities Act.
“Regulation
S Global Note” means a
Global Note in the form of
the Note attached hereto as
Exhibit A-2(i) or Exhibit A-2(ii),
and that is deposited with and
registered in the name of
the Depositary, representing
Notes sold in offshore transactions
in reliance on Regulation
S.
“Resale
Restriction Termination Period” means,
with respect to any
Notes, the period from the Issue Date until (1) the date
that is one year after
the later of (a) the
Issue Date or (b) the
last day on which the
Company or any of its
Affiliates was the owner of
the Notes, and (2) such later date,
if any, as may be
required by applicable laws.
3
“Restricted
Note” means a Note required
to bear the US Transfer Restriction
Legend pursuant to Section 207(c)(i) of
this Supplemental Indenture
and set forth on the
forms of Notes attached as
Exhibit A-1 to this Supplemental Indenture.
“Rule 144A”
means Rule 144A under the Securities Act (or any successor
provision), as it
may be amended from time to time.
“SEC”
means the U.S. Securities and
Exchange Commission.
“Securities
Act” means the
Securities Act of 1933,
as amended.
“Supplemental Indenture”
means this Thirteenth Supplemental Indenture.
“Trustee” has the
meaning specified in the first
paragraph hereof.
“US
Global Note” means a
Global Note in the form of the
Note attached hereto as Exhibit A-l(i) or
Exhibit A-l(ii) to this Supplemental Indenture,
and that is deposited with
and registered in the name of the
Depositary, representing
Notes sold in reliance on
Rule 144A.
SECTION 102 Section References.
Each reference to a particular
section set forth in this
Supplemental Indenture shall, unless
the context otherwise requires,
refer to this Supplemental
Indenture.
ARTICLE 2
THE
NOTES
SECTION 201 Title
of the Notes.
The Notes shall be known
and designated as the “2.95%
Notes due 2023” and the “4.50%
Notes due 2043” of the
Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of
Notes that may be authenticated and
delivered under this Supplemental
Indenture is initially limited to $1,000,000,000
for the 2023 Notes and $500,000,000 for the 2043
Notes, except for Notes authenticated
and delivered upon registration
of, transfer of, or
exchange for, or in lieu of,
other Notes pursuant
to Section 2.07, 2.08,
2.09 or 9.04 of the Indenture,
or upon repayment in part
of any 2023 Note or 2043 Note pursuant
to Article III of the
Original Indenture. The Company
may, from time to time, subject
to compliance with any other
applicable provisions of this Thirteenth Supplemental Indenture
but without the consent of
the Holders, create and issue
pursuant to this Thirteenth
Supplemental Indenture an unlimited principal amount of additional
Notes (in excess of any amounts
theretofore issued) having the same terms
and conditions to those
of the other outstanding Notes,
except that any such additional
Notes (i) may have
a different issue date and issue
price from other outstanding Notes and (ii) may
have a different amount of
interest payable on the first
Interest Payment Date after issuance than
the amount payable on
other outstanding Notes.
SECTION 203 Stated
Maturity. The Stated
Maturity of the 2023 Notes
shall be June 30,
2023. The Stated Maturity
of the 2043 Notes shall
be June 30,
2043.
4
SECTION 204 Interest.
(a) The
2023 Notes shall bear cash interest at the rate of
2.95% from May 1, 2013 or from the most recent Interest Payment Date to which
interest has been paid or
duly provided for, payable semiannually on June 30
and December 30 of each year,
beginning on December 30, 2013, to the Persons in whose names
such Notes are registered at
the close of business on the immediately preceding June 15 or December 15,
as the case may be, whether or not
a Business Day. Interest on the 2023 Notes will be computed on
the basis of a 360-day year of
twelve 30-day months.
(b) The
2043 Notes shall bear cash interest at the rate of
4.50% from May 1, 2013 or from the most recent Interest Payment Date to which
interest has been paid or duly
provided for, payable semiannually on June 30
and December 30 of each
year, beginning on December 30, 2013, to the Persons in whose
names such Notes are registered
at the close of business
on the immediately preceding June 15 or
December 15, as the case
may be, whether or not
a Business Day. Interest on the 2043 Notes will
be computed on the basis of a 360-day year of
twelve 30-day months.
SECTION 205 Payments.
(a) Payments of principal, premium,
if any, and interest on the Notes
will be made to the Depositary, or its nominee, as the case may be, as the registered owner and holder
of the Global Notes representing the Notes. In the event that the Notes are issued
in the form of Certificated Notes, payments of principal, premium, if
any, and interest
thereon will be at the office
or agency of the Trustee in The City of
New York designated for such purpose,
provided that payment of interest, other than
interest payable at Stated Maturity or upon redemption, may
be made at the option of
the Company by check mailed
by the Trustee to the address of the
Person entitled as shown on the Debt Security Register.
(b) If
any Stated Maturity Date,
Redemption Date or Interest
Payment Date, falls on a
day that is not a Business Day, the required payment shall
be made on the next Business
Day, and no interest shall
accrue on the amount so
payable for the period between such payment
date and the next Business Day.
(c) Payments
of principal, premium,
if any, and interest on
the Notes shall be
made in cash or such
other coin or currency
of the United States of America
as at the time of
payment shall be legal tender
for the payment of public and
private debt.
SECTION 206 Redemption.
Each series of Notes
shall be redeemable, in
whole or in part,
on one or more Redemption Dates at
the applicable Redemption Price. If the Redemption Date
is not an Interest Payment Date,
the amount of the scheduled interest
payment on the next succeeding
Interest Payment
Date will be reduced
by the amount of interest
accrued to the Redemption Date.
SECTION 207 Forms;
Denominations. The Notes
shall be Registered Securities.
The Global Notes representing
the Notes shall be in substantially
the forms attached hereto
as Exhibits A-1 and
A-2.
5
The
Notes are being offered and sold
by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and
sold in reliance on Rule 144A
as provided in the Purchase Agreement shall
be issued initially in the form of one or more
US Global Notes in definitive fully registered form
without interest coupons, deposited
on behalf of the subscribers
for the Notes represented thereby with the
Trustee, as custodian for the Depositary and registered in the
name of DTC or a nominee thereof,
duly executed by the Company
and authenticated by the Trustee as provided in the
Indenture. The aggregate
principal amount of the US
Global Notes may from time to time be increased or decreased
by adjustments made on the
records of the Trustee
and the Depositary as hereinafter
provided.
Notes offered and
sold in offshore transactions
in reliance on Regulation S
as provided in the
Purchase Agreement shall be issued initially in
the form of one or more Regulation
S Global Notes in definitive fully registered form without interest
coupons, deposited on behalf of the subscribers for
the Notes represented thereby with the Trustee, as
custodian for the Depositary, for the accounts of
Euroclear and Clearstream and registered in the name of DTC
or a nominee thereof, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The aggregate principal amount of the Regulation S Global Notes may from time to
time be increased or decreased
by adjustments made on the records
of the Trustee and the Depositary as hereinafter
provided.
Each
Global Note shall represent such of the outstanding Notes as shall
be specified therein and each
shall provide that it shall
represent the aggregate
principal amount of outstanding
Notes from time to time endorsed thereon and
the aggregate principal amount of outstanding Notes
represented thereby may from
time to time be reduced to reflect exchanges or redemptions. Any
adjustment of the aggregate principal amount
of a Global Note representing the Notes to
reflect the amount of any decrease
in the principal amount of outstanding Notes represented
thereby shall be made by the
Trustee in accordance with
instructions given by the Holder thereof
as required by Section 209
hereof and shall be made on
the records of the
Trustee and the Depositary.
(ii) Book-Entry
Provisions.
This Section 207(a)(ii) shall apply
only to Global Notes.
The
Company shall execute and the Trustee shall, in accordance with
this Section 207(a)(ii) and Section 2.02 of the
Indenture, authenticate and deliver
initially one or more Global
Notes that (a) shall
be registered
in the name of the Depositary,
(b) shall be delivered
by the Trustee
to the Depositary or pursuant
to the Depositary’s instructions and
(c) shall bear legends substantially
to the following effect:
“UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY
TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON 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.
6
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS, IN WHOLE BUT
NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE THIRTEENTH SUPPLEMENTAL INDENTURE REFERRED
TO ON THE REVERSE HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental
Indenture, owners of beneficial interests in
Global Notes will not be
entitled to receive physical delivery of Certificated Notes.
Beneficial interests in a Global Note transferred in
accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who
is not a Qualified Institutional
Buyer and beneficial interests in a
Global Note transferred to the beneficial holders
thereof pursuant to Section 209(e) will
be issued in certificated,
registered form without interest coupons.
(c) Restrictive
Legends.
(i) Until
the completion of the Resale
Restriction Termination Period, all US Global Notes and all Certificated
Notes issued in exchange for
a beneficial interest in a US Global Note shall
bear a legend (the “US
Transfer Restriction Legend”)
in substantially the following
form, unless such
Notes have been sold pursuant to a registration
statement that has been
declared effective under the Securities Act:
“THE NOTES
EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE
END OF THE PERIOD (THE “RESALE RESTRICTION
PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL
(A) THE DATE THAT IS ONE
YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF
THE NOTES OR (Y) THE LAST DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH LATER
DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS, EXCEPT
(1) TO THE ISSUER, (2) TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, (3) IN
AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT, (4) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 UNDER
THE SECURITIES ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE
501(a)(l), (2), (3) OR (7) UNDER THE SECURITIES
ACT ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $100,000, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR
SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, SUBJECT
TO THE ISSUER’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION PERIOD.”
7
(ii) Until
the date that is 40 days after the date of original issuance or such later
date, if any,
as may be required
by applicable laws, all
Regulation S Global Notes shall bear a legend
(the “Regulation
S Legend”)
in substantially the following form,
unless such Notes
have been sold pursuant to a registration statement that
has been declared effective under the Securities Act:
“THE
NOTES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”),
AND MAY NOT BE TRANSFERRED
IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
ANY U.S. PERSON UNTIL THE DATE THAT IS 40
DAYS AFTER THE DATE OF THE ORIGINAL ISSUANCE OF SUCH NOTES,
OR SUCH LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE LAWS. THE TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION
S UNDER THE SECURITIES ACT.”
8
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note
remains outstanding and is held by or on behalf of the Depositary,
transfers of a Global Note, in whole or in part, shall
be made only in accordance
with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be
limited to transfers of such Global Note in whole, or
in part, to nominees of the Depositary or to a successor of
the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to
restrictions on transfer and bearing a Legend, or if a request is made to remove the Legend on a Note,
the Notes so issued shall bear
the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an opinion
of counsel, as may be
reasonably required by the Company and the Registrar, that
neither the Legend nor the restrictions on transfer set forth
therein are required to ensure that transfers thereof comply with the
provisions of Rule 144A, Rule 144 or Regulation
S under the Securities Act, that such Notes are not “restricted”
within the meaning of Rule 144 under the Securities Act or that
any such exchange or replacement
Notes have been issued in a registered transaction under the Securities Act. Upon
(i) provision of such satisfactory evidence, or (ii) notification
by the Company to the Trustee and the
Registrar of the sale or exchange of
such Notes pursuant to a registration statement that
is effective at the time of
such sale, the Trustee, at
the written direction of the
Company, shall authenticate
and deliver a Note that does not bear the Legend. If the
Legend is removed from the face of a Note and the
Note is subsequently held by an Affiliate
of the Company, the
Legend shall be reinstated.
The
Trustee and the Registrar shall
have no obligation or duty
to monitor, determine or inquire as to compliance with
any restrictions on transfer imposed under this Supplemental Indenture
or under applicable law
with respect to any transfer
of any interest in any Note
(including transfers between or among the Depositary’s participants
or beneficial owners of interest in any Global Note) other
than to require delivery of such certificates and other documentation
or evidence as are expressly required by,
and to do so if and when
expressly required by the terms
of, this Supplemental Indenture
and to examine the same to
determine substantial compliance as to form with
the express requirements hereof.
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this
Supplemental Indenture or
the Notes, (A) transfers
of a Global Note, in
whole or in part, shall
be made only in accordance
with Section 2.07 of
the Indenture and Sections 208 and
209(a)(i) below, (B) transfer
of a beneficial interest in
a Global Note for a Certificated
Note shall comply with Section 2.07 of
the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial
interest in a
Regulation S Global Note for a beneficial interest in a U.S.
Global Note shall comply with
Section 2.07 of the Indenture and
Section 209(a)(iii) below, and (D) transfers
of a Certificated Note shall
comply with Section 2.07
of the Indenture and Sections 209(a)(iv) and (v) below.
9
(i) Transfer
of Global Note. A Global Note may
not be transferred, in
whole or in part, to
any Person other than
the Depositary or a nominee thereof, and
no such transfer to any
such other Person may be registered; provided that this
clause (i) shall not
prohibit any transfer of a Note that is
issued in exchange for a Global
Note but is not itself a
Global Note. No transfer of a Note to any Person
shall be effective under the
Indenture or the Notes
unless and until such Note has
been registered in the name of
such Person. Nothing in this
Section 209(a)(i) shall prohibit
or render ineffective any transfer of
a beneficial interest in a Global Note effected
in accordance with the
other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial
Interest in a Global Note for a Certificated Note. A beneficial
interest in a Global Note
may not be exchanged for a Certificated Note except
upon satisfaction of the requirements set forth
below. Upon receipt by the Trustee
of a request for
transfer of a beneficial interest in a Global Note in
accordance with Applicable
Procedures for a Certificated Note in the form satisfactory
to the Trustee, together
with:
(a) so
long as the Notes
are Restricted Notes, certification, in
the form set forth in
Exhibit B-1 attached hereto, and, if
requested by the Company or
the Registrar, certification
in the form set forth
in Exhibit B-2 attached hereto,
that such beneficial interest
in the Global Note is being transferred
to an Institutional Accredited
Investor;
(b) written
instructions to the Trustee
to make, or direct the
Registrar to make, an adjustment
on its books and records with
respect to such Global Note
to reflect a decrease in the
aggregate principal amount of the Notes
represented by the Global
Note, such instructions to
contain information regarding
the Depositary account to
be credited with such decrease;
and
(c) if
the Company or Registrar so requests, an
opinion of counsel or other evidence reasonably
satisfactory to them as to compliance with
the restrictions set forth
in the Legend,
then
the Trustee shall cause,
or direct the Registrar to cause,
in accordance with the
standing instructions
and procedures existing between the
Depositary and the Registrar,
the aggregate principal amount
of Notes represented by the
Global Note to be decreased by the aggregate
principal amount of the Certificated Note to
be issued, shall
issue such Certificated Note
and shall debit or cause to
be debited to the account
of the Person specified in
such instructions a beneficial
interest in the Global Note equal to the
principal amount of the Certificated
Note so issued.
10
(iii) Restrictions
on Transfer of Beneficial
Interest in a Regulation S Global
Note for a Beneficial Interest in a US
Global Note.
(a) On or
prior to the 40th day after the date of the original issuance of the Notes represented by the
Regulation S Global Note or such later date, if any,
as may be required by
applicable laws (such period
through and including such 40th
day, the “Distribution Compliance Period”), a
beneficial interest in a Regulation S Global Note may be
transferred to a Person who takes delivery in
the form of an interest in the
corresponding US Global Note only upon receipt by the
Trustee of a written certification from the transferor to the effect that such transfer
is being made (i)(a) to a
Person whom the transferor reasonably believes is a
Qualified Institutional Buyer in a
transaction meeting the requirements of
Rule 144A or (b) pursuant to another exemption
from the registration requirements under the Securities Act
which is accompanied by an Opinion of Counsel regarding the
availability of such exemption and (ii) in accordance with all
applicable securities laws of any state of the United
States or any other jurisdiction.
(b) Beneficial
interests in the US Global Note may be transferred to a Person
who takes delivery in the
form of an interest in the Regulation S
Global Note, whether before
or after the expiration of the Distribution Compliance
Period,
only if the transferor
first delivers to the Trustee a written certificate
to the effect that such transfer
is being made in accordance
with Rule 904 of Regulation S or Rule 144
(if available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated
Notes are presented to the Registrar with a request:
(x) to
register the transfer of such
Certificated Notes; or
(y) to exchange such Certificated
Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the
Registrar shall register the
transfer or make the exchange
as requested if its reasonable
requirements for such transaction
are met; provided, however,
that the Certificated Notes surrendered for
transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer
in form reasonably satisfactory
to the Company and the Registrar, duly
executed by the Holder thereof or his
attorney duly authorized in
writing; and
(b) so
long as such Notes are
Restricted Notes, such Notes
are being transferred or exchanged
pursuant to clause (A), (B) or
(C) below, and are
accompanied by the following additional information and
documents, as applicable:
11
(A) if
such Certificated Notes are being delivered to the Registrar by
a Holder for registration in the name of such Holder, without
transfer, a certification
from such Holder to that effect; or
(B) if
such Certificated Notes
are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption
from registration, (i) a certification
to that effect (in the form set
forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests,
an opinion of counsel or other evidence reasonably satisfactory
to them as to the compliance with the
restrictions set forth in the US Transfer Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a
Beneficial Interest in a Global
Note. A Certificated Note may not be exchanged for
a beneficial interest in a Global
Note except upon satisfaction
of the requirements set forth
below.
Upon
receipt by the Trustee of a Certificated Note, duly
endorsed or accompanied by appropriate instruments of transfer,
in form satisfactory to the Trustee,
together with:
(a) so
long as the Notes are Restricted Notes, certification,
in the form set forth in Exhibit B-1,
that such Certificated Note
is being transferred to a Qualified Institutional Buyer in accordance
with Rule 144A; and
(b) written
instructions directing the Trustee to make, or
to direct the Registrar to make, an adjustment on
its books and records with
respect to such Global Note
to reflect an increase in the aggregate principal amount of the
Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited
with such increase,
then
the Trustee shall cancel such Certificated
Note and cause, or direct
the Registrar to cause, in accordance with the standing
instructions and procedures
existing between the Depositary and the Registrar,
the aggregate principal amount
of Notes represented by the Global Note to be increased by the
aggregate principal amount of the Certificated Note to be exchanged,
and shall credit or cause to be
credited to the account of the Person specified in
such instructions a beneficial
interest in the Global Note equal to the principal amount of the
Certificated Note so cancelled.
If no Global Notes are then outstanding,
the Company shall issue and
the Trustee shall authenticate,
upon receipt of a Company Order, a
new Global Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph,
every Note shall be
subject to the restrictions on
transfer provided in the applicable Legend
including the delivery of an opinion of counsel, if so
provided. Whenever any Restricted
Note is presented or surrendered for registration of
transfer or
for exchange for a Note registered in a name other than
that of the Holder, such
Note must be
accompanied by a certificate
in substantially the form
set forth in Exhibit B-1,
dated the date of such surrender and signed by
the Holder of such Note, as
to compliance with such restrictions
on transfer. The Registrar
shall not be required to accept
for such registration of
transfer or exchange any
Note not so accompanied by
a properly completed certificate.
12
(c) (i) The restrictions
imposed by the US Transfer Restriction Legend upon the
transferability of any Restricted Note shall cease and
terminate when such Note has been
sold or exchanged pursuant to an effective registration statement under
the Securities Act or may be transferred in
compliance with Rule 144 under the Securities Act (or any successor provision
thereto). Any Note as to which
such restrictions on transfer shall have
expired in accordance with their terms or shall have
terminated may, upon a
surrender of such Note for exchange to
the Registrar in accordance with the provisions of this Section 209
(accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or
any successor provision, by an opinion of counsel
having substantial experience in practice under the Securities
Act and otherwise reasonably acceptable to
the Company, addressed
to the Company, the Trustee
and the Registrar and in
form acceptable to the Company, to
the effect that the transfer of such Note has
been made in compliance with Rule 144 or such
successor provision), be
exchanged for a new Note,
of like tenor and aggregate principal amount, which
shall not bear the US Transfer Restriction Legend. The Company
shall inform the Trustee of the effective date of any
registration statement registering the Notes under
the Securities Act. The Trustee
shall not be liable for any action taken or
omitted to be taken by it in good faith in accordance
with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs
of this Section 209, the term “transfer”
encompasses any sale, pledge,
transfer, hypothecation or other disposition
of any Note.
(e) The
provisions of clauses (i),
(ii), (iii), (iv), and (v) below
shall apply only to Global
Notes:
(i) Notwithstanding any
other provisions of the
Indenture or the Notes, except as provided
in Section 209(a)(ii), a Global Note shall not be exchanged in whole or in
part for a Note registered in the name of
any Person other than the Depositary or
one or more nominees thereof, provided that a
Global Note may be exchanged for Certificated Notes registered
in the names of any Person designated by the Depositary in
the event that (i) the Depositary
has notified the Company that it is
unwilling or unable to continue as depositary
for such Global Note or the Depositary
has ceased to be a
“clearing agency” registered under
the Exchange Act, and
a successor Depositary is not appointed by
the Company within 90 days or
(ii) an Event of Default has occurred and is continuing with respect to
the Notes. Any Global Note exchanged pursuant to clause (i) above shall be so exchanged in whole
and not in part, and any Global
Note exchanged pursuant to clause (ii) above may
be exchanged in whole or
from time to time in part as directed
by the Depositary. Prior to the issuance of
Certificated Notes in exchange for
any beneficial interests in a Regulation S Global
Note, the holder of such beneficial interests shall,
as a condition to such
exchange, certify in a
form satisfactory to the Company that such holder
is a non-U.S. person (as that
term is defined in Regulation S
under the Securities Act) or a
U.S. person who purchased such beneficial interest in
a transaction that
did not require registration
under the Securities Act. In the event that Certificated
Notes are issued in
respect of beneficial interests in a Regulation S
Global Note at any time prior
to the end of the Distribution Compliance
Period (other than in a transaction subject to
Rule 144A), the Company shall as promptly as practicable, institute
procedures, including appropriate certifications, reasonably designed to ensure that any transfer of
such Certificated Notes prior to the end
of the Distribution Compliance Period
is made only in accordance
with the provisions of Regulation S,
pursuant to registration under the Securities
Act or pursuant to an exemption from such registration.
13
(ii) Notes
issued in exchange for a Global
Note or any portion thereof shall be issued in definitive, fully
registered form, without interest coupons,
shall have an aggregate principal
amount equal to that of such
Global Note or portion thereof
to be so exchanged, shall
be registered in such names
and be in such authorized
denominations as the Depositary shall designate and shall
bear the applicable Legend.
Any Global Note to be exchanged
in whole shall be
surrendered by the Depositary to the
Trustee, as Registrar. With
regard to any Global Note to be exchanged
in part, either such Global Note shall be so
surrendered for exchange or,
if the Trustee is acting
as custodian for the Depositary or its
nominee with respect to such
Global Note, the principal amount thereof
shall be reduced, by an amount
equal to the portion thereof to be so exchanged,
by means of an appropriate adjustment made on the records of
the Trustee. Upon any
such surrender or adjustment,
the Trustee shall authenticate and deliver the Note issuable
on such exchange to or upon
the order of the Depositary
or an authorized representative
thereof.
(iii) Subject
to the provisions of clause (v) below,
the registered Holder may grant proxies
and otherwise authorize any Person,
including Agent Members (as
defined below) and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under the Indenture or
the Notes.
(iv) In
the event of the occurrence
of any of the events specified in clause (i) above,
the Company will promptly make available to the Trustee a reasonable
supply of Certificated Notes.
(v) Neither
any members of, or participants in, the
Depositary (collectively, the
“Agent Members”) nor
any other Persons on whose
behalf Agent Members may act
shall have any rights under the Indenture
with respect to any Global
Note registered in the name
of the Depositary or any nominee
thereof, or under any such
Global Note, and the Depositary or such
nominee, as the case
may be, may be
treated by the Company, the
Trustee and any agent of the Company
or the Trustee as the absolute
owner and holder of such Global
Note for all purposes whatsoever. Notwithstanding the foregoing,
nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by the Depositary or
such nominee, as the
case may be, or impair,
as between the Depositary, its
Agent Members and any other
Person on whose behalf an Agent Member
may act, the operation of
customary practices of such Persons
governing the exercise of the
rights of a Holder of any
Note.
14
SECTION 210 Event
of Default. For
purposes of this Thirteenth Supplemental Indenture and the Notes
issued hereunder, Section 6.01
of the Original Indenture
is hereby amended by deleting the clause immediately following
subsection (i) in the
first sentence of such Section and
inserting in its place the following:
“then
and in each and every case
that an Event of Default described in clause
(a), (b), (c), (d), (e), (f), (g) (with respect
to Restricted Subsidiaries only), (h) (with respect to Restricted
Subsidiaries only) or (i) with respect to Debt Securities
of that series at the
time outstanding occurs and is continuing, unless the principal
of and interest on
all the Debt Securities of that series shall have already become
due and payable, either the
Trustee or the Holders of
not less than 25% in aggregate principal
amount of the Debt Securities
of that series then outstanding
hereunder, by notice in writing to the Company
(and to the Trustee if given
by Holders), may declare the principal of (or, if the Debt Securities
of that series are Original
Issue Discount Debt Securities, such portion of
the principal amount as may
be specified in the terms of that series)
and interest on all the Debt
Securities of that series to be due and payable immediately,
and upon any such declaration the
same shall become and
shall be immediately due and
payable, anything in this Indenture or
in the Debt Securities or Coupons appertaining thereto
of that series contained to the contrary notwithstanding.”
ARTICLE 3
REPORTS BY THE COMPANY
So
long as any of the Debt Securities
are “restricted securities” within the
meaning of Rule 144(a)(3) under the Securities
Act, the Company will, during
any period in which it
is not subject to Sections
13 or 15(d) of the Exchange
Act or it is not exempt
from such reporting requirements
pursuant to and in compliance with
Rule 12g3-2(b) under the Exchange Act, provide to each Holder of
Notes and to each prospective purchaser (as designated
by such Holder) of Notes,
upon the request of such Holder
or prospective purchaser, any
information required to be
provided by Rule 144A(d)(4) under the
Securities Act.
ARTICLE 4
MISCELLANEOUS PROVISIONS
The
Trustee makes no undertaking or representations in respect of,
and shall not be responsible in any manner
whatsoever for and in respect of,
the validity or sufficiency of this Supplemental Indenture or
the proper authorization or the due
execution hereof by the Company
or for or in respect of the
recitals and statements contained
herein, all of
which recitals and statements
are made solely by
the Company.
For
purposes of this Supplemental
Indenture and the Notes,
Section 7.02 of the Original
Indenture is hereby amended to
include the following additional rights of
the Trustee:
“(i) in
no event shall the Trustee
be responsible or liable
for special, indirect,
or consequential loss or
damage of any kind whatsoever (including,
but not limited to, loss
of profit) irrespective of
whether the Trustee has been
advised of the likelihood of
such loss or damage and
regardless of the form
of action;
15
(j) in
no event shall the Trustee
be responsible or liable for
any failure or delay in the performance of its obligations hereunder
arising out of or caused
by, directly or indirectly,
forces beyond its control, including, without limitation, strikes,
work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and
interruptions, loss or malfunctions
of utilities, communications or
computer (software and hardware) services; it
being understood that the Trustee shall use reasonable efforts
which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances;
(k) the
Trustee shall not be deemed to have notice of
any Default or Event of
Default unless a Responsible
Officer of the Trustee has
actual knowledge thereof or unless written notice of any event
which is in fact such a
default is received by the Trustee at the designated corporate
trust office of the Trustee, and such
notice references the Notes and this Indenture;
(1) the
rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation,
its right to be indemnified, are extended
to, and shall be enforceable by,
the Trustee in each of its
capacities hereunder, and each agent, custodian and other
Person employed to act hereunder;
and
(m) the
Trustee may request that the Company deliver a
certificate setting forth
the names of individuals and/or titles of officers authorized
at such time to take specified
actions pursuant to this Indenture.”
The
provisions of Article XI
of the Original Indenture relating to defeasance shall
apply to the Notes.
Except
as expressly amended hereby, the Original Indenture shall
continue in full force and effect in accordance with the
provisions thereof, and
the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and
all its provisions shall be
deemed a part of the Original Indenture in the manner and
to the extent herein and
therein provided.
This
Supplemental Indenture shall
be governed by,
and construed in accordance
with, the laws of the
State of New York.
This
Supplemental Indenture may be executed in
any number of counterparts,
each of which so executed shall
be deemed to be an original,
but all such counterparts shall together constitute
but one and the same instrument.
EACH
OF THE COMPANY AND THE TRUSTEE
HEREBY IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE,
THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
[SIGNATURE
PAGES FOLLOW]
16
IN WITNESS WHEREOF, the Parties have
executed this Thirteenth Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC.
By:
/s/ Mark F. Bowser
Name:
Mark F. Bowser
Title:
Executive Vice President
and Chief Financial Officer
By:
/s/ Katherine K. Decker
Name:
Katherine K. Decker
Title:
Vice President and Treasurer
Thirteenth Supplemental Indenture
Signature Page
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
/s/ Teresa Petta
Name:
Teresa Petta
Title:
Vice President
Thirteenth Supplemental Indenture
Signature Page
EXHIBIT A-l(i)
[FORM OF
FACE OF SECURITY]
[US
TRANSFER RESTRICTION LEGEND]
[THE
NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE
RESTRICTION PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE
UNTIL (A) THE DATE THAT IS
ONE YEAR AFTER THE LATER OF (X) THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES OR (Y) THE LAST
DAY ON WHICH THE ISSUER OR
ANY OF ITS AFFILIATES WAS THE OWNER OF THE NOTES, AND (B) SUCH
LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE LAWS,
EXCEPT (1) TO THE ISSUER, (2) TO
A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) IN
AN OFFSHORE TRANSACTION COMPLYING WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 UNDER THE SECURITIES
ACT (IF AVAILABLE), (5) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF RULE 501(a)(l), (2), (3) OR
(7) UNDER THE SECURITIES ACT ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, IN
EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF $100,000,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND WHICH CONTINUES TO BE EFFECTIVE AT THE TIME OF SUCH TRANSFER, SUBJECT
TO THE ISSUER’S
AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (4) OR (5) TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL
BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
PERIOD.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON 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.
A-1
TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE THIRTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-2
No. R-
PRINCIPAL AMOUNT
CUSIP No.
$
COX
COMMUNICATIONS, INC.
2.95%
Notes due 2023
COX
COMMUNICATIONS, INC., a
Delaware corporation (hereinafter called the “Company,” which term
includes any successor corporation under the
Indenture referred to below), for value received, hereby
promises to pay to Cede & Co., or registered
assigns, the principal sum
of [ ] ($ )
on June 30, 2023 (the
“Maturity Date”), unless previously redeemed, and
to pay interest thereon from May 1, 2013 or from
the most recent Interest Payment Date to which interest has been
paid or duly provided for, payable semiannually
on June 30 and
December 30 of each year
(each, an “Interest Payment
Date”), commencing December 30, 2013, at the rate
of 2.95% per annum, until the principal hereof
is paid or duly made available
for payment. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. The interest so payable
and punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be
paid to the Person in whose name this Note (or one or more
predecessor securities) is registered at
the close of business on the regular record date for such interest, which shall be
June 15 or December 15 (whether or
not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to be payable to the registered Holder hereof
on the relevant regular record date by virtue of having been such Holder, and
may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the
close of business on a subsequent
special record date (which shall be
not more than 15 days and not less than 10 days
before the payment date) for the payment of such defaulted interest to
be fixed by the Trustee, notice whereof
shall be given to the Holders of Notes of this series not
less than 10 days prior to such special record
date, or may be
paid at any time in any
other lawful manner, all as more
fully provided in such Indenture.
If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is
not a Business Day, the
required payment shall be made on the next Business
Day as if it were made
on the date such payment was due
and no interest shall accrue on the amount so payable
for the period from and after such Interest Payment
Date, Redemption Date or the Maturity Date, as
the case may be, to such next
Business Day.
Payments of principal, premium, if
any, and interest
hereunder shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts and shall be
made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series
of Debt Securities of the Company,
designated as the Company’s “2.95%
Notes due 2023” (the “Notes”),
initially limited to an aggregate
principal amount of $1,000,000,000,
all issued or to be issued
under and pursuant to an Indenture
dated as of June 27, 1995
(the “Original Indenture”),
as supplemented by the Thirteenth
Supplemental Indenture dated as of May 1,
2013 (the “Thirteenth
Supplemental Indenture”, and
together with the Original Indenture,
the “Indenture”),
duly executed and delivered
by the Company to The Bank of New York Mellon Trust Company, N.A,
as trustee (hereinafter
referred to as the “Trustee”), to which Indenture
and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitation of
rights, obligations,
duties and immunities thereunder of the Trustee, the
Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
A-3
Prior
to March 30, 2023, this
Note will be redeemable at the option of the Company, in whole
at any time or in part from time to time, at a Redemption Price equal to the greater of
(i) 100% of the principal amount of this Note to be redeemed or (ii) the
sum, as determined by the Quotation Agent, of the present values
of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest
on the principal amount of this Note to be redeemed (exclusive
of interest accrued to the Redemption Date), in
each case, discounted
from their respective scheduled payment dates to the Redemption
Date on a semiannual basis
(assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as defined below)
plus 20 basis points, plus accrued and unpaid interest thereon
to, but not including, the
Redemption Date. On or after March 30, 2023, this
Note will be redeemable at
the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to 100% of
the principal amount of this Note being redeemed, plus
accrued and unpaid interest thereon to, but not including,
the Redemption Date.
“Comparable
Treasury Issue” means, with
respect to this Note subject to
redemption, the United States Treasury
security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining life of this
Note to be redeemed that would be
utilized, at the time of selection
and in accordance with customary
financial practice, in pricing new issues of corporate debt securities
of comparable maturity with the
remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect
to any Redemption Date, the average of five Reference Treasury
Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of
such Reference Treasury Dealer
Quotations, or, if
the Quotation Agent obtains fewer than four such
Reference Treasury Dealer Quotations, the average
of all such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed by
the Company.
“Reference
Treasury Dealer” means
J.P. Morgan Securities LLC,
a primary Treasury dealer selected
by Wells Fargo Securities,
LLC, Barclays Capital
Inc., Citigroup Global
Markets Inc. and Morgan Stanley & Co. LLC,
and each of their respective
successors; provided, however,
that if any of the foregoing shall cease
to be a primary
Treasury dealer, the
Company will substitute another
primary Treasury dealer.
“Reference
Treasury Dealer Quotations”
means, with respect
to each Reference Treasury Dealer and any Redemption Date,
the average, as determined
by the Quotation Agent, of the
bid and asked prices for the
Comparable Treasury Issue,
expressed in each case as
a percentage of its principal amount,
quoted in writing to the Quotation
Agent by such Reference
Treasury Dealer at 3:30 p.m.,
New York City time,
on the third Business Day preceding such Redemption
Date.
A-4
“Treasury
Rate” means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual or
equivalent yield to maturity
or interpolated (on a day-count basis) of the
Comparable Treasury Issue, calculated
on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
This
Note is not subject to any
sinking fund.
Notice
of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If
money sufficient to pay
the Redemption Price with respect
to and accrued and unpaid
interest on the principal amount of this Note to be redeemed on the Redemption Date is deposited with the
Trustee or Paying Agent on
or before the Redemption Date and certain other conditions specified in
the Indenture are satisfied, then
on or after such date, interest will cease
to accrue on the principal
amount of this Note called
for redemption.
Except
as provided above, this Note
is not redeemable by the Company prior
to maturity and is not subject to
any sinking fund.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and upon
such declaration shall
become, due
and payable,
in the manner, with
the effect and subject to the
conditions provided in the Indenture.
Subject
to certain exceptions set forth
in the Indenture, (i) the
Indenture may be amended with
respect to the Notes with the
consent of the Holders of
at least a majority
in principal amount outstanding of the
Notes and (ii) any default
or noncompliance with
any provisions applicable to the Notes may be waived
with the consent of the Holders of
a majority in principal amount outstanding
of the Notes. Subject to
certain exceptions set forth
in the Indenture, without the
consent of any Holder, the
Company and the Trustee may
amend the Indenture or
the Notes to, among
other things, cure any ambiguity,
defect or inconsistency, or
to provide for the assumption
by a successor person
of the obligations of the Company under the Indenture,
or to add
additional covenants or surrender any right or
power conferred on the Company,
or to establish the form or
terms of the Notes of any series, or to
appoint a successor Trustee
or provide for administration of
the trust by more than one Trustee, or
to add to, delete from or
revise the conditions, limitations,
and restrictions on the authorized amount,
terms or
purposes of issue,
authentication and delivery
of the Notes or
to add any additional event
of default, or
to modify the provisions of
the Indenture as shall be
necessary to facilitate the
defeasance and discharge of
the Notes as shall not adversely
affect any Holders,
or to secure
the Notes, or to
make provisions with respect to
exchange rights of
Holders, or
to make any change that
does not adversely
affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some
or all of its
obligations under the Notes and
the Indenture if the Company
deposits with
the Trustee money
or Government Obligations
for the payment of principal,
premium, if
any, and interest
on the Notes to the Maturity
Date.
A-5
If
money for the payment of principal
or interest remains unclaimed
for two years, the Trustee
or Paying Agent
shall pay the money back to
the Company at its request
unless an abandoned property
law designates another Person.
After any such payment, Holders
entitled to the money must
look only to the Company and not
to the Trustee
for payment.
No
reference herein to the
Indenture and no provision
of this Note or of the Indenture
shall alter or impair the obligation
of the Company, which is
absolute and unconditional, to
pay the principal of and premium, if
any, and interest on
this Note at the
place, at the respective times,
at the rate,
and in the coin or currency
herein prescribed.
No
director, officer, employee or stockholder,
as such, of the
Company shall have
any liability for
any obligations of the Company under this Note or the Indenture or
for any claim based on, in
respect of or by reason of
such obligations or their
creation. Each Holder,
by accepting this
Note, waives and releases all such liability.
The waiver and release are part
of the consideration for
the issue of this
Note.
This
Note and the Indenture shall
be governed by
and construed in accordance
with the law of the
State of New
York applicable to agreements
made or instruments
entered into and,
in each case, performed
in said state.
Ownership
of this Note shall
be proved by
the register for the Notes
kept by the
Registrar. The Company, the
Trustee and any
agent of the Company may
treat the Person
in whose name
a Note is registered as
the absolute owner thereof
for all purposes.
Pursuant
to a recommendation promulgated
by the Committee
on Uniform Securities Identification Procedures, the Company
has caused a CUSIP number
to be printed on
this Note and has directed the Trustee to use
the CUSIP number as a convenience
to Holders. No representation
is made as to the correctness
of such numbers and
reliance may be placed
only on the other identification
numbers printed on this Note.
Terms
used herein without definition
that are defined in the
Indenture shall have
the meanings assigned
to them in the Indenture.
Unless
the Certificate of Authentication hereon has been
executed by the Trustee under the Indenture referred to herein
by the manual signature of
one of its authorized officers, or on
behalf of the Trustee by
the manual signature
of an authorized officer of
the Trustee’s authenticating
agent, this Note
shall not be entitled
to any benefit under the Indenture
or be valid or
obligatory for any purpose.
[Remainder
of Page Intentionally
Left Blank]
A-6
IN
WITNESS WHEREOF, the Company has
caused this instrument to be duly executed, manually or by facsimile.
Date:
May 1, 2013
COX COMMUNICATIONS,
INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one
of the Notes designated therein referred to
in the within-mentioned
Indenture.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: May 1,
2013
A-7
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number
of assignee:
Please print or type name and address (including zip code)
of assignee:
the within Note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the name
as written upon the
face of this Note in
every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed
by an “eligible
guarantor institution meeting
the requirements of
the Registrar, which
requirements include memberships or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee
program” as may
be determined by the Registrar
in addition to,
or in substitution
for, STAMP,
all in accordance with the
Securities Exchange Act of 1934.
A-8
EXHIBIT A-l(ii)
[FORM OF
FACE OF SECURITY]
[US
TRANSFER RESTRICTION LEGEND]
[THE
NOTES EVIDENCED HEREBY HAVE
NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED PRIOR TO THE END OF THE PERIOD (THE “RESALE
RESTRICTION PERIOD”) FROM THE DATE OF ORIGINAL ISSUANCE UNTIL
(A) THE DATE THAT IS ONE YEAR AFTER
THE LATER OF (X) THE
DATE OF THE ORIGINAL ISSUANCE
OF THE NOTES OR (Y) THE
LAST DAY ON WHICH THE ISSUER OR ANY OF ITS AFFILIATES WAS THE
OWNER OF THE NOTES, AND (B) SUCH
LATER DATE, IF ANY, AS
MAY BE REQUIRED BY APPLICABLE
LAWS, EXCEPT (1) TO
THE ISSUER, (2) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES
ACT PURCHASING FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS
OF RULE 144A, (3) IN
AN OFFSHORE TRANSACTION COMPLYING
WITH RULE 904 OF
REGULATION S UNDER THE SECURITIES
ACT, (4) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE),
(5) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(l), (2), (3) OR
(7) UNDER THE SECURITIES ACT ACQUIRING THE
SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
INVESTOR, IN EACH CASE
IN A MINIMUM PRINCIPAL AMOUNT OF $100,000,
FOR INVESTMENT PURPOSES
AND NOT WITH A
VIEW TO OR FOR OFFER OR
SALE IN CONNECTION
WITH ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT,
OR (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND WHICH CONTINUES TO BE EFFECTIVE
AT THE TIME OF SUCH TRANSFER,
SUBJECT TO THE ISSUER’S
AND THE TRUSTEE’S
RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO
CLAUSES (4) OR (5) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS
LEGEND WILL BE REMOVED UPON
THE REQUEST OF THE HOLDER AFTER
THE RESALE RESTRICTION TERMINATION
PERIOD.]
[GLOBAL
NOTES LEGEND]
A-9
[UNLESS
THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST
COMPANY TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO.
OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT
HEREON 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.
TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE THIRTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-10
No.
R-
PRINCIPAL
AMOUNT
CUSIP
No.
$
COX
COMMUNICATIONS, INC.
4.50%
Notes due 2043
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called
the “Company,”
which term includes any successor
corporation under the Indenture referred to below), for value
received, hereby promises to pay to Cede &
Co., or registered assigns,
the principal sum
of [ ] ($ ) on June 30,
2043 (the “Maturity Date”),
unless previously redeemed, and to
pay interest thereon from May 1, 2013
or from the most recent Interest
Payment Date to which interest
has been paid or duly provided
for, payable semiannually on
June 30 and
December 30 of each year (each,
an “Interest Payment
Date”), commencing December 30,
2013, at the rate of 4.50% per annum,
until the principal hereof is paid or
duly made available for payment.
Interest shall be computed
on the basis of
a 360-day year of twelve
30-day months. The interest so payable
and punctually paid or duly
provided for on any Interest
Payment Date will, as provided
in the Indenture, be paid to
the Person in whose
name this Note (or one or more
predecessor securities) is
registered at the close of
business on the regular record
date for such interest, which
shall be June 15 or December 15
(whether or not a
Business Day), as
the case may
be, immediately preceding such Interest
Payment Date. Any such interest
which is payable, but is not
punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to
be payable to the
registered Holder hereof on the relevant regular record date by virtue
of having been such Holder,
and may be paid to the Person
in whose name this Note (or
one or more predecessor
securities) is registered at
the close of business
on a subsequent
special record date (which
shall be not more than 15 days
and not less than 10 days before
the payment date) for the payment
of such defaulted interest
to be fixed by the Trustee, notice
whereof shall be
given to the Holders of
Notes of this series not
less than 10 days prior to such special
record date, or
may be paid at any time in
any other lawful manner,
all as more
fully provided in such Indenture.
If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that
is not a Business
Day, the required payment shall be
made on the next Business Day
as if it were
made on the date such
payment was due and no interest
shall accrue on the
amount so payable for the period
from and after such Interest
Payment Date, Redemption Date or the
Maturity Date, as the case
may be, to such
next Business Day.
Payments of principal,
premium, if
any, and interest hereunder
shall be made in such
coin or currency of the United States
of America as at the time
of payment shall
be legal tender for the
payment of public and
private debts and shall be
made immediately available
to the Holder (as defined
below) hereof.
A-11
This
Note is one of the duly
authorized series of
Debt Securities of
the Company, designated
as the Company’s
“4.50% Notes due
2043” (the “Notes”),
initially limited to an
aggregate principal amount
of $500,000,000, all issued
or to be issued under and
pursuant to an Indenture
dated as of June 27, 1995
(the “Original Indenture”),
as supplemented by
the Thirteenth Supplemental
Indenture dated as of May 1,
2013 (the “Thirteenth Supplemental Indenture”,
and together with
the Original Indenture,
the “Indenture”),
duly executed and delivered
by the Company to The Bank
of New York Mellon
Trust Company, N.A,
as trustee (hereinafter referred
to as the “Trustee”), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitation
of rights,
obligations, duties
and immunities thereunder of the Trustee, the
Company and the Holders (the words “Holders” or
“Holder” meaning
the registered holders or registered holder of the Notes).
Prior
to December 30, 2042,
this Note will be redeemable at the option of the Company, in
whole at any time or in part from time to time, at a Redemption Price equal to the greater
of (i) 100% of the principal amount of this Note to be redeemed or (ii) the
sum, as determined by the Quotation
Agent, of the present values of
the principal amount of this Note to be redeemed and the remaining scheduled payments
of interest
on the principal amount of
this Note to be redeemed (exclusive of
interest accrued to the Redemption Date), in
each case,
discounted from their respective scheduled
payment dates to the Redemption Date on
a semiannual
basis (assuming a 360-day year
consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 25 basis points,
plus accrued and unpaid interest thereon to,
but not including, the
Redemption Date. On or after
December 30, 2042, this
Note will be redeemable at
the option of the Company, in whole at any time or in part from time to time, at
a Redemption Price equal to 100% of the principal amount of this
Note being redeemed, plus accrued and unpaid interest thereon to, but
not including, the Redemption
Date.
“Comparable
Treasury Issue” means,
with respect to this Note subject
to redemption, the United States
Treasury security selected by
the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining life of this Note to
be redeemed that would be utilized,
at the time of selection and
in accordance with customary
financial practice, in pricing
new issues of corporate debt securities of
comparable maturity with the
remaining life of this Note
to be redeemed.
“Comparable
Treasury Price” means, with
respect to any Redemption Date,
the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after
excluding the highest and lowest of
such Reference Treasury Dealer
Quotations, or,
if the Quotation Agent obtains
fewer than four such
Reference Treasury Dealer Quotations, the
average of all
such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed
by the Company.
“Reference Treasury Dealer” means J.P.
Morgan Securities LLC, a primary
Treasury dealer selected by
Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global
Markets Inc. and Morgan
Stanley & Co. LLC, and each of
their respective successors; provided, however, that
if any of the foregoing shall cease to be a primary
Treasury
dealer, the Company
will substitute another primary
Treasury
dealer.
“Reference
Treasury Dealer Quotations”
means, with
respect to each Reference Treasury Dealer and
any Redemption Date, the
average, as determined by the
Quotation Agent, of the
bid and asked prices for
the Comparable Treasury
Issue, expressed in
each case as a percentage of
its principal amount, quoted
in writing to the Quotation
Agent by such
Reference Treasury Dealer at
3:30 p.m., New
York City time,
on the third Business Day preceding such
Redemption Date.
A-12
“Treasury
Rate” means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual or
equivalent yield to maturity
or interpolated (on a day-count basis) of the
Comparable Treasury Issue, calculated
on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
This
Note is not subject to any
sinking fund.
Notice
of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If
money sufficient to pay
the Redemption Price with respect
to and accrued and unpaid
interest on the principal amount of this Note to be redeemed on the Redemption Date is deposited with the
Trustee or Paying Agent on
or before the Redemption Date and certain other conditions specified in
the Indenture are satisfied, then
on or after such date, interest will cease
to accrue on the principal
amount of this Note called
for redemption.
Except
as provided above, this Note
is not redeemable by the Company prior
to maturity and is not subject to
any sinking fund.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and upon
such declaration shall
become, due
and payable,
in the manner, with
the effect and subject to the
conditions provided in the Indenture.
Subject
to certain exceptions set forth
in the Indenture, (i) the
Indenture may be amended with
respect to the Notes with the
consent of the Holders of
at least a majority
in principal amount outstanding of the
Notes and (ii) any default
or noncompliance with
any provisions applicable to the Notes may be waived
with the consent of the Holders of
a majority in principal amount outstanding
of the Notes. Subject to
certain exceptions set forth
in the Indenture, without the
consent of any Holder, the
Company and the Trustee may
amend the Indenture or
the Notes to, among
other things, cure any ambiguity,
defect or inconsistency, or
to provide for the assumption
by a successor person
of the obligations of the Company under the Indenture,
or to add
additional covenants or surrender any right or
power conferred on the Company,
or to establish the form or
terms of the Notes of any series, or to
appoint a successor Trustee
or provide for administration of
the trust by more than one Trustee, or
to add to, delete from or
revise the conditions, limitations,
and restrictions on the authorized amount,
terms or
purposes of issue,
authentication and delivery
of the Notes or
to add any additional event
of default, or
to modify the provisions of
the Indenture as shall be
necessary to facilitate the
defeasance and discharge of
the Notes as shall not adversely
affect any Holders,
or to secure
the Notes, or to
make provisions with respect to
exchange rights of
Holders, or
to make any change that
does not adversely
affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some
or all of its
obligations under the Notes and
the Indenture if the Company
deposits with
the Trustee money
or Government Obligations
for the payment of principal,
premium, if
any, and interest
on the Notes to the Maturity
Date.
A-13
If
money for the payment of principal
or interest remains unclaimed
for two years, the Trustee
or Paying Agent
shall pay the money back to
the Company at its request
unless an abandoned property
law designates another Person.
After any such payment, Holders
entitled to the money must
look only to the Company and not
to the Trustee
for payment.
No
reference herein to the
Indenture and no provision
of this Note or of the Indenture
shall alter or impair the obligation
of the Company, which is
absolute and unconditional, to
pay the principal of and premium,
if any, and interest
on this Note
at the place, at the
respective times, at the rate,
and in the coin or currency
herein prescribed.
No
director, officer, employee or stockholder,
as such, of the
Company shall have
any liability for
any obligations of the Company under this Note or the Indenture or
for any claim based on, in
respect of or by reason of
such obligations or their
creation. Each Holder,
by accepting this
Note, waives and releases all such liability.
The waiver and release are part
of the consideration for
the issue of this
Note.
This
Note and the Indenture shall
be governed by
and construed in accordance
with the law of the
State of New
York applicable to agreements
made or instruments
entered into and,
in each case, performed
in said state.
Ownership
of this Note shall
be proved by
the register for the Notes
kept by the
Registrar. The Company, the
Trustee and any
agent of the Company may
treat the Person
in whose name
a Note is registered as
the absolute owner thereof
for all purposes.
Pursuant
to a recommendation promulgated
by the Committee
on Uniform Securities Identification Procedures, the Company
has caused a CUSIP number
to be printed on
this Note and has directed the Trustee to use
the CUSIP number as a convenience
to Holders. No representation
is made as to the correctness
of such numbers and
reliance may be placed
only on the other identification
numbers printed on this Note.
Terms
used herein without definition
that are defined in the
Indenture shall have
the meanings assigned
to them in the Indenture.
Unless
the Certificate of Authentication hereon has been
executed by the Trustee under the Indenture referred to herein
by the manual signature of
one of its authorized officers, or on
behalf of the Trustee by
the manual signature
of an authorized officer of
the Trustee’s authenticating
agent, this Note
shall not be entitled
to any benefit under the Indenture
or be valid or
obligatory for any purpose.
[Remainder
of Page Intentionally
Left Blank]
A-14
IN
WITNESS WHEREOF, the Company has
caused this instrument to be duly executed, manually or by facsimile.
Date:
May 1, 2013
COX COMMUNICATIONS,
INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one
of the Notes designated therein referred to
in the within-mentioned
Indenture.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: May 1,
2013
A-15
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby
sell(s) assign(s) and
transfer(s) unto
Please insert social
security number or other
identifying number of assignee:
Please print or type name
and address (including zip code) of
assignee:
the within Note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc.
on the books of Cox Communications, Inc.
with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the name
as written upon the
face of this Note in
every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed
by an “eligible
guarantor institution meeting
the requirements of
the Registrar, which
requirements include memberships or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee
program” as may
be determined by the Registrar
in addition to,
or in substitution
for, STAMP,
all in accordance with the
Securities Exchange Act of 1934.
A-16
EXHIBIT A-2(i)
[FORM OF
FACE OF SECURITY]
[REGULATION
S LEGEND]
[THE
NOTES EVIDENCED HEREBY WERE
ORIGINALLY ISSUED IN A TRANSACTION
EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT
BE TRANSFERRED IN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY
U.S. PERSON UNTIL THE DATE
THAT IS 40 DAYS AFTER THE DATE
OF THE ORIGINAL ISSUANCE OF THE NOTES, OR
SUCH LATER DATE, IF ANY,
AS MAY BE REQUIRED BY
APPLICABLE LAWS. THE TERMS
USED ABOVE HAVE THE
MEANINGS GIVEN TO THEM IN REGULATION
S UNDER THE SECURITIES ACT.]
[THIS
GLOBAL NOTE IS A TEMPORARY
GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL
NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD
OR DELIVERED, EXCEPT AS PERMITTED UNDER
THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY TO THE
COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY
PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES
OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS
OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE THIRTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-17
No.
R-
PRINCIPAL
AMOUNT
CUSIP
No.
$
COX
COMMUNICATIONS, INC.
2.95%
Notes due 2023
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called
the “Company,”
which term includes any successor
corporation under the Indenture referred to below), for value
received, hereby promises to pay to Cede &
Co., or registered assigns,
the principal sum
of [ ] ($ ) on June 30,
2023 (the “Maturity Date”),
unless previously redeemed, and to
pay interest thereon from May 1, 2013
or from the most recent Interest
Payment Date to which interest
has been paid or duly provided
for, payable semiannually on
June 30 and
December 30 of each year (each,
an “Interest Payment
Date”), commencing December 30,
2013, at the rate of 2.95%
per annum,
until the principal hereof is paid or
duly made available for payment.
Interest shall be computed
on the basis of
a 360-day year of twelve
30-day months. The interest so payable
and punctually paid or duly
provided for on any Interest
Payment Date will, as provided
in the Indenture, be paid to
the Person in whose
name this Note (or one or more
predecessor securities) is
registered at the close of
business on the regular record
date for such interest, which
shall be June 15 or December 15
(whether or not a
Business Day), as
the case may
be, immediately preceding such Interest
Payment Date. Any such interest
which is payable, but is not
punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to
be payable to the
registered Holder hereof on the relevant regular record date by virtue
of having been such Holder,
and may be paid to the Person
in whose name this Note (or
one or more predecessor
securities) is registered at
the close of business
on a subsequent
special record date (which
shall be not more than 15 days
and not less than 10 days before
the payment date) for the payment
of such defaulted interest
to be fixed by the Trustee, notice
whereof shall be
given to the Holders of
Notes of this series not
less than 10 days prior to such special
record date, or
may be paid at any time in
any other lawful manner,
all as more
fully provided in such Indenture.
If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that
is not a Business
Day, the required payment shall be
made on the next Business Day
as if it were
made on the date such
payment was due and no interest
shall accrue on the
amount so payable for the period
from and after such Interest
Payment Date, Redemption Date or the
Maturity Date, as the case
may be, to such
next Business Day.
Payments of principal,
premium, if
any, and interest hereunder
shall be made in such
coin or currency of the United States
of America as at the time
of payment shall
be legal tender for the
payment of public and
private debts and shall be
made immediately available
to the Holder (as defined
below) hereof.
This
Note is one of the duly
authorized series of
Debt Securities of
the Company, designated
as the Company’s
“2.95% Notes due
2023” (the “Notes”),
initially limited to an
aggregate principal amount
of $1,000,000,000, all issued
or to be issued under and
pursuant to an Indenture dated
as of June 27, 1995 (the
“Original Indenture”),
as supplemented by
the Thirteenth Supplemental
Indenture dated as of May 1,
2013 (the “Thirteenth Supplemental Indenture”,
and together with
the Original Indenture,
the “Indenture”),
duly executed and delivered
by the Company to The Bank
of New York Mellon
Trust Company, N.A,
as trustee (hereinafter referred
to as the “Trustee”), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitation
of rights,
obligations, duties
and immunities thereunder of the Trustee, the
Company and the Holders (the words “Holders” or
“Holder” meaning
the registered holders or registered holder of the Notes).
A-18
Prior
to March 30, 2023,
this Note will be redeemable at the option of the Company,
in whole at any time or in part from time to time, at a Redemption Price equal to
the greater of (i) 100%
of the principal amount of this
Note to be redeemed or (ii) the sum, as
determined by the Quotation Agent, of the present values of
the principal amount of this Note to be redeemed and the remaining scheduled payments
of interest
on the principal amount of
this Note to be redeemed (exclusive of
interest accrued to the Redemption Date), in
each case,
discounted from their respective scheduled
payment dates to the Redemption Date on
a semiannual
basis (assuming a 360-day year
consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 20 basis points,
plus accrued and unpaid interest thereon to,
but not including, the
Redemption Date. On or after March 30, 2023,
this Note will be
redeemable at the option of
the Company, in whole at any time or in part from time to time, at
a Redemption Price equal to 100% of
the principal amount of this Note being redeemed,
plus accrued and unpaid interest thereon to,
but not including, the
Redemption Date.
“Comparable
Treasury Issue” means,
with respect to this Note subject
to redemption, the United States
Treasury security selected by
the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining life of this Note to be redeemed that would
be utilized, at
the time of selection and in
accordance with customary financial
practice, in pricing new issues
of corporate debt securities of
comparable maturity with the
remaining life of this Note
to be redeemed.
“Comparable
Treasury Price” means, with
respect to any Redemption Date,
the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after
excluding the highest and lowest of
such Reference Treasury Dealer
Quotations, or,
if the Quotation Agent obtains
fewer than four such
Reference Treasury Dealer Quotations, the
average of all
such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed
by the Company.
“Reference Treasury Dealer” means J.P.
Morgan Securities LLC, a primary
Treasury dealer selected by
Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global
Markets Inc. and Morgan
Stanley & Co. LLC, and each of
their respective successors; provided, however, that
if any of the foregoing shall cease to be a primary
Treasury
dealer, the Company
will substitute another primary
Treasury
dealer.
“Reference
Treasury Dealer Quotations”
means, with
respect to each Reference Treasury Dealer and
any Redemption Date, the
average, as determined by the
Quotation Agent, of the
bid and asked prices for
the Comparable Treasury
Issue, expressed in
each case as a percentage of
its principal amount, quoted
in writing to the Quotation
Agent by such
Reference Treasury Dealer at
3:30 p.m., New
York City time,
on the third Business Day preceding such
Redemption Date.
A-19
“Treasury
Rate” means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual or
equivalent yield to maturity
or interpolated (on a day-count basis) of the
Comparable Treasury Issue, calculated
on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
This
Note is not subject to any
sinking fund.
Notice
of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If
money sufficient to pay
the Redemption Price with respect
to and accrued and unpaid
interest on the principal amount of this Note to be redeemed on the Redemption Date is deposited with the
Trustee or Paying Agent on
or before the Redemption Date and certain other conditions specified in
the Indenture are satisfied, then
on or after such date, interest will cease
to accrue on the principal
amount of this Note called
for redemption.
Except
as provided above, this Note
is not redeemable by the Company prior
to maturity and is not subject to
any sinking fund.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and upon
such declaration shall
become, due
and payable,
in the manner, with
the effect and subject to the
conditions provided in the Indenture.
Subject
to certain exceptions set forth
in the Indenture, (i) the
Indenture may be amended with
respect to the Notes with the
consent of the Holders of
at least a majority
in principal amount outstanding of the
Notes and (ii) any default
or noncompliance with
any provisions applicable to the Notes may be waived
with the consent of the Holders of
a majority in principal amount outstanding
of the Notes. Subject to
certain exceptions set forth
in the Indenture, without the
consent of any Holder, the
Company and the Trustee may
amend the Indenture or
the Notes to, among
other things, cure any ambiguity,
defect or inconsistency, or
to provide for the assumption
by a successor person
of the obligations of the Company under the Indenture,
or to add
additional covenants or surrender any right or
power conferred on the Company,
or to establish the form or
terms of the Notes of any series, or to
appoint a successor Trustee
or provide for administration of
the trust by more than one Trustee, or
to add to, delete from or
revise the conditions, limitations,
and restrictions on the authorized amount,
terms or
purposes of issue,
authentication and delivery
of the Notes or
to add any additional event
of default, or
to modify the provisions of
the Indenture as shall be
necessary to facilitate the
defeasance and discharge of
the Notes as shall not adversely
affect any Holders,
or to secure
the Notes, or to
make provisions with respect to
exchange rights of
Holders, or
to make any change that
does not adversely
affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some
or all of its
obligations under the Notes and
the Indenture if the Company
deposits with
the Trustee money
or Government Obligations
for the payment of principal,
premium, if
any, and interest
on the Notes to the Maturity
Date.
A-20
If
money for the payment of principal
or interest remains unclaimed
for two years, the Trustee
or Paying Agent
shall pay the money back to
the Company at its request
unless an abandoned property
law designates another Person.
After any such payment, Holders
entitled to the money must
look only to the Company and not
to the Trustee
for payment.
No
reference herein to the
Indenture and no provision
of this Note or of the Indenture
shall alter or impair the obligation
of the Company, which is
absolute and unconditional, to
pay the principal of and premium,
if any, and interest
on this Note
at the place, at the
respective times, at the rate,
and in the coin or currency
herein prescribed.
No
director, officer, employee or stockholder,
as such, of the
Company shall have
any liability for
any obligations of the Company under this Note or the Indenture or
for any claim based on, in
respect of or by reason of
such obligations or their
creation. Each Holder,
by accepting this
Note, waives and releases all such liability.
The waiver and release are part
of the consideration for
the issue of this
Note.
This
Note and the Indenture shall
be governed by
and construed in accordance
with the law of the
State of New
York applicable to agreements
made or instruments
entered into and,
in each case, performed
in said state.
Ownership
of this Note shall
be proved by
the register for the Notes
kept by the
Registrar. The Company, the
Trustee and any
agent of the Company may
treat the Person
in whose name
a Note is registered as
the absolute owner thereof
for all purposes.
Pursuant
to a recommendation promulgated
by the Committee
on Uniform Securities Identification Procedures, the Company
has caused a CUSIP number
to be printed on
this Note and has directed the Trustee to use
the CUSIP number as a convenience
to Holders. No representation
is made as to the correctness
of such numbers and
reliance may be placed
only on the other identification
numbers printed on this Note.
Terms
used herein without definition
that are defined in the
Indenture shall have
the meanings assigned
to them in the Indenture.
Unless
the Certificate of Authentication hereon has been
executed by the Trustee under the Indenture referred to herein
by the manual signature of
one of its authorized officers, or on
behalf of the Trustee by
the manual signature
of an authorized officer of
the Trustee’s authenticating
agent, this Note
shall not be entitled
to any benefit under the Indenture
or be valid or
obligatory for any purpose.
[Remainder
of Page Intentionally
Left Blank]
A-21
IN
WITNESS WHEREOF, the Company has
caused this instrument to be duly executed, manually or by facsimile.
Date:
May 1, 2013
COX COMMUNICATIONS,
INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one
of the Notes designated therein referred to
in the within-mentioned
Indenture.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: May 1,
2013
A-22
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby
sell(s) assign(s) and
transfer(s) unto
Please insert social
security number or other
identifying number of assignee:
Please print or type name
and address (including zip code) of
assignee:
the within Note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc.
on the books of Cox Communications, Inc.
with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the name
as written upon the
face of this Note in
every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed
by an “eligible
guarantor institution meeting
the requirements of
the Registrar, which
requirements include memberships or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee
program” as may
be determined by the Registrar
in addition to,
or in substitution
for, STAMP,
all in accordance with the
Securities Exchange Act of 1934.
A-23
EXHIBIT A-2(ii)
[FORM OF
FACE OF SECURITY]
[REGULATION S LEGEND]
[THE
NOTES EVIDENCED HEREBY WERE ORIGINALLY ISSUED IN
A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE TRANSFERRED IN
THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON UNTIL THE DATE THAT IS 40
DAYS AFTER THE DATE OF THE ORIGINAL ISSUANCE OF THE NOTES, OR
SUCH LATER DATE, IF ANY,
AS MAY BE REQUIRED BY APPLICABLE LAWS. THE TERMS USED ABOVE HAVE THE MEANINGS
GIVEN TO THEM IN REGULATION
S UNDER THE SECURITIES ACT.]
[THIS
GLOBAL NOTE IS A TEMPORARY
GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN
MAY BE OFFERED, SOLD
OR DELIVERED, EXCEPT AS PERMITTED UNDER
THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES
OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF
THE THIRTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-24
No.
R-
PRINCIPAL
AMOUNT
CUSIP
No.
$
COX
COMMUNICATIONS, INC.
4.50%
Notes due 2043
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called
the “Company,”
which term includes any successor
corporation under the Indenture referred to below), for value
received, hereby promises to pay to Cede &
Co., or registered assigns,
the principal sum
of [ ] ($ )
on June 30, 2043 (the
“Maturity Date”),
unless previously redeemed, and to
pay interest thereon from May 1, 2013
or from the most recent Interest
Payment Date to which interest
has been paid or duly provided
for, payable semiannually on
June 30 and
December 30 of each year (each,
an “Interest Payment
Date”), commencing December 30,
2013, at the rate of 4.50% per annum,
until the principal hereof is paid or
duly made available for payment.
Interest shall be computed
on the basis of
a 360-day year of twelve
30-day months. The interest so payable
and punctually paid or duly
provided for on any Interest
Payment Date will, as provided
in the Indenture, be paid to
the Person in whose
name this Note (or one or more
predecessor securities) is
registered at the close of
business on the regular record
date for such interest, which
shall be June 15 or December 15
(whether or not a
Business Day), as
the case may
be, immediately preceding such Interest
Payment Date. Any such interest
which is payable, but is not
punctually paid or duly provided for, on any Interest
Payment Date shall forthwith cease to
be payable to the
registered Holder hereof on the relevant regular record date by virtue
of having been such Holder,
and may be paid to the Person
in whose name this Note (or
one or more predecessor
securities) is registered at
the close of business
on a subsequent
special record date (which
shall be not more than 15 days
and not less than 10 days before
the payment date) for the payment
of such defaulted interest
to be fixed by the Trustee, notice
whereof shall be
given to the Holders of
Notes of this series not
less than 10 days prior to such special
record date, or
may be paid at any time in
any other lawful manner,
all as more
fully provided in such Indenture.
If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that
is not a Business
Day, the required payment shall be
made on the next Business Day
as if it were
made on the date such
payment was due and no interest
shall accrue on the
amount so payable for the period
from and after such Interest
Payment Date, Redemption Date or the
Maturity Date, as the case
may be, to such
next Business Day.
Payments of principal,
premium, if
any, and interest hereunder
shall be made in such
coin or currency of the United States
of America as at the time
of payment shall
be legal tender for the
payment of public and
private debts and shall be
made immediately available
to the Holder (as defined
below) hereof.
This
Note is one of the duly
authorized series of
Debt Securities of
the Company, designated
as the Company’s
“4.50% Notes due
2043” (the “Notes”),
initially limited to an
aggregate principal amount
of $500,000,000, all issued
or to be issued under and
pursuant to an Indenture
dated as of June 27, 1995
(the “Original Indenture”),
as supplemented by
the Thirteenth Supplemental
Indenture dated as of May 1,
2013 (the “Thirteenth Supplemental Indenture”,
and together with
the Original Indenture,
the “Indenture”),
duly executed and delivered
by the Company to The Bank
of New York Mellon
Trust Company, N.A,
as trustee (hereinafter referred
to as the “Trustee”), to
which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitation
of rights,
obligations, duties
and immunities thereunder of the Trustee, the
Company and the Holders (the words “Holders” or
“Holder” meaning
the registered holders or registered holder of the Notes).
A-25
Prior
to December 30, 2042,
this Note will be redeemable at the option of the Company, in
whole at any time or in part from time to time, at a Redemption Price equal to the greater
of (i) 100%
of the principal amount of this
Note to be redeemed or (ii) the sum, as
determined by the Quotation Agent, of the present values of
the principal amount of this Note to be redeemed and the remaining scheduled payments
of interest
on the principal amount of
this Note to be redeemed (exclusive of
interest accrued to the Redemption Date), in
each case,
discounted from their respective scheduled
payment dates to the Redemption Date on
a semiannual
basis (assuming a 360-day year
consisting of twelve 30-day
months) at the Treasury Rate (as defined below) plus 25 basis points,
plus accrued and unpaid interest thereon to,
but not including, the
Redemption Date. On or after
December 30, 2042, this
Note will be redeemable at
the option of the Company, in whole at any time or in part from time to time, at
a Redemption Price equal to 100% of the principal amount of this
Note being redeemed, plus accrued and unpaid interest thereon to, but
not including, the Redemption
Date.
“Comparable
Treasury Issue” means,
with respect to this Note subject
to redemption, the United States
Treasury security selected by
the Quotation Agent as having an actual or interpolated
maturity comparable to the remaining life of this Note to be redeemed that would
be utilized, at
the time of selection and in
accordance with customary financial
practice, in pricing new issues
of corporate debt securities of
comparable maturity with the
remaining life of this Note
to be redeemed.
“Comparable
Treasury Price” means, with
respect to any Redemption Date,
the average of five Reference Treasury Dealer Quotations for such
Redemption Date, after
excluding the highest and lowest of
such Reference Treasury Dealer
Quotations, or,
if the Quotation Agent obtains
fewer than four such
Reference Treasury Dealer Quotations, the
average of all
such quotations.
“Quotation
Agent” means a Reference Treasury Dealer appointed
by the Company.
“Reference Treasury Dealer” means J.P.
Morgan Securities LLC, a primary
Treasury dealer selected by
Wells Fargo Securities, LLC, Barclays Capital Inc., Citigroup Global
Markets Inc. and Morgan
Stanley & Co. LLC, and each of
their respective successors; provided, however, that
if any of the foregoing shall cease to be a primary
Treasury
dealer, the Company
will substitute another primary
Treasury
dealer.
“Reference
Treasury Dealer Quotations”
means, with
respect to each Reference Treasury Dealer and
any Redemption Date, the
average, as determined by the
Quotation Agent, of the
bid and asked prices for
the Comparable Treasury
Issue, expressed in
each case as a percentage of
its principal amount, quoted
in writing to the Quotation
Agent by such
Reference Treasury Dealer at
3:30 p.m., New
York City time,
on the third Business Day preceding such
Redemption Date.
A-26
“Treasury
Rate” means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual or
equivalent yield to maturity
or interpolated (on a day-count basis) of the
Comparable Treasury Issue, calculated
on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
This
Note is not subject to any
sinking fund.
Notice
of any redemption will be mailed
at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
If
money sufficient to pay
the Redemption Price with respect
to and accrued and unpaid
interest on the principal amount of this Note to be redeemed on the Redemption Date is deposited with the
Trustee or Paying Agent on
or before the Redemption Date and certain other conditions specified in
the Indenture are satisfied, then
on or after such date, interest will cease
to accrue on the principal
amount of this Note called
for redemption.
Except
as provided above, this Note
is not redeemable by the Company prior
to maturity and is not subject to
any sinking fund.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and upon
such declaration shall
become, due
and payable,
in the manner, with
the effect and subject to the
conditions provided in the Indenture.
Subject
to certain exceptions set forth
in the Indenture, (i) the
Indenture may be amended with
respect to the Notes with the
consent of the Holders of
at least a majority
in principal amount outstanding of the
Notes and (ii) any default
or noncompliance with
any provisions applicable to the Notes may be waived
with the consent of the Holders of
a majority in principal amount outstanding
of the Notes. Subject to
certain exceptions set forth
in the Indenture, without the
consent of any Holder, the
Company and the Trustee may
amend the Indenture or
the Notes to, among
other things, cure any ambiguity,
defect or inconsistency, or
to provide for the assumption
by a successor person
of the obligations of the Company under the Indenture,
or to add
additional covenants or surrender any right or
power conferred on the Company,
or to establish the form or
terms of the Notes of any series, or to
appoint a successor Trustee
or provide for administration of
the trust by more than one Trustee, or
to add to, delete from or
revise the conditions, limitations,
and restrictions on the authorized amount,
terms or
purposes of issue,
authentication and delivery
of the Notes or
to add any additional event
of default, or
to modify the provisions of
the Indenture as shall be
necessary to facilitate the
defeasance and discharge of
the Notes as shall not adversely
affect any Holders,
or to secure
the Notes, or to
make provisions with respect to
exchange rights of
Holders, or
to make any change that
does not adversely
affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some
or all of its
obligations under the Notes and
the Indenture if the Company
deposits with
the Trustee money
or Government Obligations
for the payment of principal,
premium, if
any, and interest
on the Notes to the Maturity
Date.
A-27
If
money for the payment of principal
or interest remains unclaimed
for two years, the Trustee
or Paying Agent
shall pay the money back to
the Company at its request
unless an abandoned property
law designates another Person.
After any such payment, Holders
entitled to the money must
look only to the Company and not
to the Trustee
for payment.
No
reference herein to the
Indenture and no provision
of this Note or of the Indenture
shall alter or impair the obligation
of the Company, which is
absolute and unconditional, to
pay the principal of and premium,
if any, and interest
on this Note
at the place, at the
respective times, at the rate,
and in the coin or currency
herein prescribed.
No
director, officer, employee or stockholder,
as such, of the
Company shall have
any liability for
any obligations of the Company under this Note or the Indenture or
for any claim based on, in
respect of or by reason of
such obligations or their
creation. Each Holder,
by accepting this
Note, waives and releases all such liability.
The waiver and release are part
of the consideration for
the issue of this
Note.
This
Note and the Indenture shall
be governed by
and construed in accordance
with the law of the
State of New
York applicable to agreements
made or instruments
entered into and,
in each case, performed
in said state.
Ownership
of this Note shall
be proved by
the register for the Notes
kept by the
Registrar. The Company, the
Trustee and any
agent of the Company may
treat the Person
in whose name
a Note is registered as
the absolute owner thereof
for all purposes.
Pursuant
to a recommendation promulgated
by the Committee
on Uniform Securities Identification Procedures, the Company
has caused a CUSIP number
to be printed on
this Note and has directed the Trustee to use
the CUSIP number as a convenience
to Holders. No representation
is made as to the correctness
of such numbers and
reliance may be placed
only on the other identification
numbers printed on this Note.
Terms
used herein without definition
that are defined in the
Indenture shall have
the meanings assigned
to them in the Indenture.
Unless
the Certificate of Authentication hereon has been
executed by the Trustee under the Indenture referred to herein
by the manual signature of
one of its authorized officers, or on
behalf of the Trustee by
the manual signature
of an authorized officer of
the Trustee’s authenticating
agent, this Note
shall not be entitled
to any benefit under the Indenture
or be valid or
obligatory for any purpose.
[Remainder
of Page Intentionally
Left Blank]
A-28
IN
WITNESS WHEREOF, the Company has
caused this instrument to be duly executed, manually or by facsimile.
Date:
May 1, 2013
COX COMMUNICATIONS,
INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one
of the Notes designated therein referred to
in the within-mentioned
Indenture.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: May 1,
2013
A-29
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby
sell(s) assign(s) and
transfer(s) unto
Please insert social
security number or other
identifying number of assignee:
Please print or type name
and address (including zip code) of
assignee:
the within Note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc.
on the books of Cox Communications, Inc.
with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the name
as written upon the
face of this Note in
every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed
by an “eligible
guarantor institution meeting
the requirements of
the Registrar, which
requirements include memberships or
participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee
program” as may
be determined by the Registrar
in addition to,
or in substitution
for, STAMP,
all in accordance with the
Securities Exchange Act of 1934.
A-30
EXHIBIT B-1
Transfer
Certificate
In connection
with a transfer of any of the $
principal amount of the %
Notes due 20 (the “Notes”) of
Cox Communications, Inc. (the
“Company”) within the period
prior to the expiration of the
holding period applicable to the sales thereof
under Rule 144 under the Securities
Act of 1933, as amended
(the “Securities
Act”) (or
any successor provision),
the undersigned registered owner of this
Note hereby certifies with respect
to $
principal amount of the above-captioned securities presented or surrendered on the date hereof (the
“Surrendered Notes”) for registration of
transfer, or for exchange where the securities deliverable
upon such exchange are to be registered
in a name other than
that of the undersigned
registered owner (each
such transaction being a “transfer”), that such transfer complies
with the restrictive legend set forth
on the face of the Surrendered
Notes for the reason checked
below:
¨ A
transfer of the
Surrendered Notes is made to
the Company or any
subsidiaries;
¨ The
transfer of
the Surrendered
Notes complies with Rule 144A under
the Securities Act;
¨ The
transfer of
the Surrendered
Notes is to an
institutional accredited
investor,
as described in Rule 50l(a)(l),
(2), (3) or (7) of Regulation D under
the Securities Act;
¨ The
transfer of
the Surrendered Notes is
pursuant to an
effective registration statement
under the
Securities Act;
¨ The transfer of the Surrendered
Notes is pursuant to an
offshore transaction in accordance
with Rule 904 of Regulation S
under the Securities Act; or
¨ The
transfer of the Surrendered Notes is
pursuant to another available exemption
from the registration requirement of
the Securities Act.
and
unless the box below is
checked, the undersigned
confirms that,
to the undersigned’s knowledge,
such Notes are not
being transferred to an “affiliate”
of the Company as defined in Rule 144
under the Securities Act (an “Affiliate”).
¨ The
transferee is an Affiliate
of the Company.
DATE:
Signature(s)
(If
the registered owner is
a corporation, partnership
or fiduciary, the title of
the Person signing
on behalf
of such registered
owner must be stated.)
B-1-1
EXHIBIT B-2
Form of
Letter to be Delivered by Accredited Investors
Cox
Communications, Inc.
1400
Lake Hearn Drive, NE
Atlanta,
Georgia 30319
Attention: Treasurer
The
Bank of New York Mellon Trust Company,
N.A., as Registrar
100
Ashford Center North, Suite 520
Atlanta, Georgia 30338
Attention: Corporate
Trust Office
Dear Sirs:
We
are delivering this letter in connection
with the proposed transfer
of $
principal amount of the
% Notes due 20
(the “Notes”) of
Cox Communications, Inc. (the
“Company”).
We
hereby confirm that:
(i) we are an “accredited investor” within the meaning of Rule 50l(a)(l), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are accredited investors within the meaning of Rule 50l(a)(l), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited Investor”);
(ii) (A) the purchase
of Notes by us is for our own account or for the account of one
or more other Institutional
Accredited Investors or as
fiduciary for the account
of one or more trusts, each of which is
an “accredited investor”
within the meaning of Rule 50l(a)(7) under
the Securities Act and for each of
which we exercise sole investment
discretion or (B) we are a “bank,” within
the meaning of Section 3(a)(2) of
the Securities Act, or a
“savings and loan association”
or other institution described
in Section 3(a)(5)(A) of the Securities Act that is
acquiring Notes as fiduciary for the account of one or more institutions
for which we exercise sole
investment discretion;
(iii) we will acquire
Notes having a minimum
principal amount of not less
than $100,000 for our own account or for any separate
account for which we are
acting;
(iv) we have
such knowledge and experience in
financial and business matters that we
are capable of evaluating the
merits and risks of
purchasing Notes; and
(v) we are not acquiring Notes with
a view to distribution thereof
or with any present intention
of offering or selling Notes,
except as permitted below; provided that
the disposition of our property and property of any accounts
for which we are acting as
fiduciary shall remain at
all times within our control.
B-2-1
We
understand that the Notes were originally
offered and sold in a transaction
not involving any public offering within the
United States within
the meaning of the Securities Act and
that the Notes have not been registered under the Securities Act, and we
agree, on
our own behalf and on behalf
of each account for which we acquire
any Notes, that we will offer, sell or
otherwise transfer such Notes,
or any beneficial interest
therein, prior to the end of the period (the “Resale Restriction
Period”) from the date of original issuance
until (a) the date that
is one year after the later
of (x) the date of
the original issuance of the Notes
or (y) the last day on
which the Issuer or any of its Affiliates was
the owner of the Notes, and (b) such
later date, if
any, as may be required by applicable laws only:
(1) to the Company or any subsidiary thereof, or
(2) for as long as
the Notes are eligible for resale
pursuant to Rule 144A, to a person we reasonably believe
is a “qualified institutional buyer” (as defined
in Rule 144A under the Securities Act) that purchases for its own account or
for the account of a qualified institutional buyer to which
notice is given that the
transfer is being made in reliance on Rule 144A, or
(3) to an Institutional
Accredited Investor that is acquiring the Note for its own account, or
for the account of such Institutional Accredited Investor for
investment purposes and not with a view
to, or for offer or sale
in connection with, any distribution
in violation of the Securities Act, or
(4) pursuant to a registration statement which
has been declared effective under
the Securities Act, or
(5) outside the United
States to non-U.S. persons in an offshore transaction in accordance with Rule 904 of Regulation
S under the Securities Act, or
(6) pursuant to another available exemption from registration under the Securities Act, including under Rule 144, if available, and, in each case, in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction and in accordance with and subject to the legends set forth on the Notes.
We
acknowledge that the Company, others
and you will rely upon our
confirmations, acknowledgments
and agreements set forth
herein, and we agree to notify
you promptly in writing
if any of our representations
or warranties herein ceases
to be accurate and complete.
B-2-2
THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-3
EX-4.12 — EXHIBIT 4.12
EX-4.12
Filename: tm2623711d1_ex4-12.htm · Sequence: 13
Exhibit 4.12
EXECUTION VERSION
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
FOURTEENTH SUPPLEMENTAL INDENTURE
Dated as of December 8, 2014
Supplement
to Indenture
Dated
as of June 27, 1995
Creating two series of Debt Securities
designated
3.85% Notes due 2025
4.80% Notes due 2035
FOURTEENTH
SUPPLEMENTAL INDENTURE, dated as of the 8th day of December, 2014 between COX COMMUNICATIONS, INC., a corporation existing
under the laws of the State of Delaware, having its principal executive office located at 1400 Lake Hearn Drive, NE, Atlanta, Georgia
30319 (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a
national banking association, having a designated corporate trust office located at 10161 Centurion Parkway N., Jacksonville, Florida
32256, as trustee (the “Trustee”);
WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original
Indenture” and, as amended by this Supplemental Indenture, the “Indenture”),
providing for the issuance by the Company from time to time of its debentures, notes, bonds or other evidences
of indebtedness (in the Original Indenture and herein called the “Debt Securities”), unlimited
as to principal amount, to be issued in one or more series;
WHEREAS, the
Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and issuance
of, two new series of Debt Securities designated as the “3.85% Notes due 2025” in
the initial aggregate principal amount of $700,000,000 (the “2025 Notes”) and the “4.80% Notes due 2035”
in the initial aggregate principal amount of $650,000,000 (the “2035 Notes” and, together with the 2025 Notes, the
“Notes”);
WHEREAS, Section 9.01
of the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without
the consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt
Securities of any series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS, all things necessary
to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject
to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations
of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS FOURTEENTH
SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt
Securities designated as the “3.85% Notes due 2025” and the “4.80%
Notes due 2035” and for and in consideration of the premises and of the covenants contained in
the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes,
as follows:
1
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to the series of Debt Securities (consisting of the
Notes) created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have
the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental Indenture
but not defined herein shall have the meaning specified in the Original Indenture.
“Agent Members”
has the meaning specified in Section 209(e)(v) of this Supplemental Indenture.
“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Business Day” means
any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City of New
York are authorized or obligated by law to close.
“cash” means U.S. legal
tender.
“Certificated Notes”
means the Notes issued in certificated, registered form without interest coupons and not required to bear the Legend set forth in Section 207(a)(ii) of
this Supplemental Indenture.
“Clearstream” means Clearstream
Banking, societe anonyme (formerly Cedelbank).
“Debt Securities” has the
meaning specified in the first recital hereof.
“Depositary” means, with
respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been appointed
and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean or include
such successor and any nominee thereof.
“Distribution Compliance
Period” means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any, as may be required
by applicable laws.
“DTC” means The Depository
Trust Company.
“Euroclear” means the Euroclear
System.
“Exchange Act” means the
Securities Exchange Act of 1934, as amended.
2
“Global Note”
means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of this Supplemental Indenture, and
deposited with or on behalf of the Depositary.
“Holder”
and “Noteholder”, in the case of any Note, means the Person in whose name such
Note is registered in the Debt Security Register.
“Institutional
Accredited Investor” means an institutional “accredited investor” as defined in Rule 50l(a)(l), (2), (3) and
(7) under the Securities Act.
“Interest Payment Date,”
in respect of any Note, has the meaning assigned to it in such Note.
“Issue Date” means December 8,
2014.
“Legend” means the Transfer
Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
“Notes” has the meaning
specified in the recitals hereof.
“Purchase Agreement”
means the Purchase Agreement dated December 1, 2014, among the Company and Barclays Capital Inc., Citigroup Global Markets Inc.,
Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, acting as
representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional Buyer”
has the meaning specified in Rule 144A.
“Redemption Date”,
with respect to any 2025 Note or 2035 Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with
the terms of such Note and Article III of the Original Indenture.
“Redemption Price”,
with respect to any 2025 Note or 2035 Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined
in accordance with the terms of the applicable Note and Article III of the Original Indenture.
“Regulation S’’ means
Regulation S under the Securities Act.
“Regulation S Global
Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
“Regulation S Permanent
Global Note” means a permanent Global Note in the form of the Note attached hereto as Exhibit A-2(i) or Exhibit A-2(ii),
and that is deposited with and registered in the name of the Depositary, issued in a denomination equal to the outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.
“Regulation S Temporary
Global Note” means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2(i) or Exhibit A-2(ii),
and that is deposited with and registered in the name of the Depositary, representing Notes sold in offshore transactions in reliance
on Regulation S.
3
“Resale
Restriction Termination Date” means (1) in the case of U.S. Global Notes, the date that is one year after the later
of (a) the Issue Date and (b) the last date on which the Company or any Affiliate of the Company was the owner of such Notes
or, in the case of Regulation S Notes, the date that is 40 days after the later of (a) the Issue Date and (b) the last date
on which the Company or any Affiliate of the Company was the owner of such Notes and (2) such later date, if any, as may be required
by applicable laws.
“Restricted
Note” means a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental
Indenture and set forth on the forms of Notes attached as Exhibit A-1 and Exhibit A-2 to this Supplemental Indenture.
“Rule 144A”
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
“Securities
Act” means the Securities Act of 1933, as amended.
“Supplemental
Indenture” means this Fourteenth Supplemental Indenture.
“Transfer
Restriction Legend” has the meaning specified in Section 207(c) of this Supplemental Indenture.
“Trustee”
has the meaning specified in the first paragraph hereof.
“U.S.
Global Note” means a Global Note in the form of the Note attached hereto as Exhibit A-1(i) or Exhibit A-1(ii) to
this Supplemental Indenture, and that is deposited with and registered in the name of the Depositary, representing Notes sold in reliance
on Rule 144A.
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the
extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
This
Supplemental Indenture amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture,
to which provisions reference is hereby made. For the avoidance of doubt, the provisions of Section 210 hereof amend Section 6.01
of the Original Indenture as set forth in such Section 210; the provisions of Article 3 hereof replace the provisions of Section 5.03
of the Original Indenture in their entirety; and the provisions of Article 4 hereof amend the provisions of Section 7.02 of
the Original Indenture as set forth in such Article 4.
4
The amendments and supplements
to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture shall be applicable only with
respect to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental Indenture, and shall not apply to any other
Debt Securities that have been or may be issued under the Original Indenture unless a supplemental indenture with respect to such other
Debt Securities specifically incorporates such amendments, supplements and replacements.
The provisions of Article XI of the Original
Indenture shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The Notes shall be known and designated as the “3.85% Notes due 2025” and the “4.80% Notes due
2035” of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited
to $700,000,000 for the 2025 Notes and $650,000,000 for the 2035 Notes, except for Notes authenticated and delivered upon registration
of, transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon
repayment in part of any 2025 Note or 2035 Note pursuant to Article III of the Original Indenture. The Company may, from time to
time, subject to compliance with any other applicable provisions of this Fourteenth Supplemental Indenture but without the consent of
the Holders, create and issue pursuant to this Fourteenth Supplemental Indenture an unlimited principal amount of additional Notes (in
excess of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding Notes, except that any
such additional Notes (i) may have a different issue date and issue price from other outstanding Notes and (ii) may have a
different amount of interest payable on the first Interest Payment Date after issuance than the amount payable on other outstanding Notes.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2025 Notes shall be February 1, 2025. The Stated Maturity of the 2035 Notes shall be
February 1, 2035.
SECTION 204 Interest.
(a) The
2025 Notes shall bear cash interest at the rate of 3.85% per annum from December 8, 2014 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on February 1 and August 1 of each year, beginning
on August 1, 2015, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding
January 15 or July 15, as the case may be, whether or not a Business Day. Interest on the 2025 Notes will be computed on the
basis of a 360-day year of twelve 30-day months.
5
(b) The
2035 Notes shall bear cash interest at the rate of 4.80% per annum from December 8, 2014 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on February 1 and August 1 of each year, beginning
on August 1, 2015, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding
January 15 or July 15, as the case may be, whether or not a Business Day. Interest on the 2035 Notes will be computed on the
basis of a 360-day year of twelve 30-day months.
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in The City of New York designated
for such purpose; provided that payment of interest, other than interest payable at Stated Maturity or upon redemption, may be
made at the option of the Company by check mailed by the Trustee to the address of the Person entitled as shown on the register for such
Debt Securities.
(b) If
any Stated Maturity Date, Redemption Date or Interest Payment Date, falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date and
the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price. If
the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest Payment
Date will be reduced by the amount of interest accrued to the Redemption Date.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-1 and A-2.
The Notes are being offered and sold by the
Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued
initially in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on
behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the
name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The
aggregate principal amount of the U.S. Global Notes may from
time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
6
Notes
offered and sold in offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially
in the form of one or more Regulation S Temporary Global Notes in definitive fully registered form without interest coupons, deposited
on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of
Euroclear and Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of a written
certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream, if available, certifying
that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation
S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership
interest in a U.S. Global Note bearing a Legend, all as contemplated by Section 209(a)(iii) hereof).
Following
the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.
Simultaneously with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as
hereinafter provided.
Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent
the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal
amount of a Global Note representing the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented
thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 209
hereof and shall be made on the records of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute
and the Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of
the Indenture, authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary,
(b) shall be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear
legends substantially to the following effect:
7
“UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
“TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not
be entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with
Section 209(a)(ii) to an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests
in a Global Note transferred to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated,
registered form without interest coupons.
(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the “Transfer Restriction Legend”) in substantially
the following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective under the
Securities Act:
“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
8
“THE HOLDER
OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE
WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE
OF U.S. GLOBAL NOTES: ONE YEAR AND IN THE CASE OF REGULATION S GLOBAL NOTES: 40
DAYS, AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATION S GLOBAL NOTES: BY
ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON
AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
9
“IN THE CASE OF REGULATION S TEMPORARY
GLOBAL NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES
ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
THE INDENTURE REFERRED TO BELOW.”
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers
of a Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the
case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of
counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation
S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under the Securities
Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i) provision
of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar
of the sale or exchange of such Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at
the written direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from
the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
The Trustee and the Registrar
shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between
or among the Depositary’s participants or beneficial owners of interest in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms
of, this Supplemental Indenture and to examine the same to determine substantial compliance as to form with the express requirements
hereof.
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SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a
beneficial interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and
Section 209(a)(ii) below, (C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial
interest in a U.S. Global Note shall comply with Section 2.07 of the Indenture and Section 209(a)(iii) below, and
(D) transfers of a Certificated Note shall comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and
(v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than
the Depositary or a nominee thereof, and no such transfer to any such other Person may be registered; provided that
this clause (i) shall not prohibit any transfer of a Note that is issued in exchange for a Global Note but is not itself a Global
Note. No transfer of a Note to any Person shall be effective under the Indenture or the Notes unless and until such Note has been registered
in the name of such Person. Nothing in this Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Note effected in accordance with the other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest
in a Global Note may not be exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a request for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated
Note in the form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar,
the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated
Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
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(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant
to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable securities 1aws of any state of the United States
or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144
(if available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the Registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated
Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B)
if such Certificated Notes are being transferred to the Company, a certification to that effect; or
12
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Transfer Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for
a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee
of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together
with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated
Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global
Notes are then outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global
Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
13
(c) (i) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate
when such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be
transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which
such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of
such Note for exchange to the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that
such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision,
by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to
the Company, addressed to the Company, the Trustee and the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note, of
like tenor and aggregate principal amount, which shall not bear the Transfer Restriction Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall not be
liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
(e) The provisions of clauses (i), (ii), (iii),
(iv), and (v) below shall apply only to
Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided
that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated by the Depositary in the
event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as depositary for such Global
Note or the Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days or (ii) an Event of Default has occurred and is continuing with respect to the Notes.
Any Global Note exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part, and any Global Note exchanged
pursuant to clause (ii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Prior to the
issuance of Certificated Notes in exchange for any beneficial interests in a Regulation S Global Note, the holder of such beneficial
interests shall, as a condition to such exchange, certify in a form satisfactory to the Company that such holder is a non-U.S. person
(as that term is defined in Regulation S under the Securities Act) or a U.S. person who purchased such beneficial interest in a transaction
that did not require registration under the Securities Act. In the event that Certificated Notes are issued in respect of beneficial
interests in a Regulation S Global Note at any time prior to the end of the Distribution Compliance Period (other than in a transaction
subject to Rule 144A), the Company shall as promptly as practicable, institute procedures, including appropriate certifications,
reasonably designed to ensure that any transfer of such Certificated Notes prior to the end of the Distribution Compliance Period is
made only in accordance with the provisions of Regulation S, pursuant
to registration under the Securities Act or pursuant to an exemption from such registration.
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(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable Legend. Any Global
Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to
be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender
or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or
an authorized representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor
any other Persons on whose behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered
in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case
may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an
Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Events
of Default. For purposes of this Fourteenth Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original
Indenture is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and
inserting in its place the following:
15
“then and in each
and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries
only), (h) (with respect to Restricted
Subsidiaries only) or (i) with respect to Debt Securities of that series at the time outstanding occurs and is continuing,
unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities
of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining
thereto of that series contained to the contrary notwithstanding.”
ARTICLE 3
REPORTS
BY THE COMPANY
So long as any of the Debt
Securities are “restricted securities” within the meaning of Rule 144(a)(3) under
the Securities Act, the Company will, during any period in which it is not subject to Sections 13 or 15(d) of
the Exchange Act or it is not exempt from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under
the Exchange Act, provide to each Holder of Notes and to each prospective purchaser (as designated by such Holder) of Notes, upon the
request of such Holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities
Act.
ARTICLE 4
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking
or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency
of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals
and statements contained herein, all of which recitals and statements are made solely by the Company.
For
purposes of this Supplemental Indenture and the Notes, Section 7.02 of the Original Indenture is hereby amended to include
the following additional rights of the Trustee:
“(i) in
no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including,
but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and
hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in
the banking industry to resume performance as soon as practicable under the circumstances;
16
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the designated
corporate trust office of the Trustee, and such notice references the Notes and this Indenture;
(l) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder; and
(m) the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture.”
This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of New York.
This Supplemental Indenture
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
EACH OF THE COMPANY AND
THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
In order to comply with
applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture
in effect from time to time (collectively, “Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying
agent or other party is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of the Trustee, to
use commercially reasonable efforts to provide to the Trustee, to the extent available, sufficient information about the parties and/or
transactions (including any modification to the terms of such transactions) so that the Trustee can determine whether it has tax related
obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction in respect
of taxes from payments under the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not
have any liability. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any “gross
up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted. The
terms of this paragraph shall survive the satisfaction and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
17
IN WITNESS WHEREOF, the
Parties have executed this Fourteenth Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC.
By:
/s/ Mark F. Bowser
Name:
Mark F. Bowser
Title:
Executive Vice President and Chief Financial Officer
By:
/s/ Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature
Page to Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A., as Trustee
By:
/s/ Teresa Petta
Name:
Teresa Petta
Title:
Vice President
[Signature Page to
Supplemental Indenture]
EXHIBIT A-l(i)
[FORM OF FACE
OF SECURITY]
[TRANSFER RESTRICTION
LEGEND]
[THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURlSDICTION IN WHICH SUCH
PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED
UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
A- 1
[GLOBAL
NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTEENTH SUPPLEMENTAL INDENTURE REFERRED
TO ON THE REVERSE HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CE5
$
COX COMMUNICATIONS, INC.
3.85% Notes due 2025
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ]
($ )
on February 1, 2025 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from December 8, 2014 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 1 and August 1 of
each year (each, an “Interest Payment Date”), commencing August 1, 2015, at the rate of 3.85% per annum, until the principal hereof is
paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest
so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be January 15 or July 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest
Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such Holder,
and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business on
a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date) for the payment
of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series not less than
10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided in such Indenture.
If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable
for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business
Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and private debts and shall be made immediately available to
the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.85% Notes due 2025”
(the “Notes”), initially limited to an aggregate principal amount of $700,000,000, all issued or to be issued under and pursuant
to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Fourteenth Supplemental Indenture
dated as of December 8, 2014 (the “Fourteenth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
duly executed and delivered by the Company to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as
the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders”
or “Holder” meaning the registered holders or registered holder of the Notes).
Prior
to November 1, 2024, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum,
as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each
case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus accrued and unpaid interest thereon
to, but not including, the Redemption Date. On or after November 1, 2024, this Note will be redeemable at the option of the Company,
in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed,
plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of six Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities
LLC, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, and each of their respective successors; provided, however, that
if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
This
Note is not subject to any sinking fund.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed
on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent
of the Holders of at least a majority in principal amount outstanding of the, Notes and (ii) any default or noncompliance with any
provisions applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the
Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend
the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a
successor person of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power
conferred on the Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide
for administration of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions
on the authorized amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default,
or to modify the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not
adversely affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any
change that does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this ‘Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder,
by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of
this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date: December 8, 2014
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
December 8, 2014
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-l(ii)
[FORM OF FACE
OF SECURITY]
[TRANSFER RESTRICTION
LEGEND]
[THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURlSDICTION IN WHICH SUCH
PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED
UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTEENTH SUPPLEMENTAL INDENTURE REFERRED
TO ON THE REVERSE HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CF2
$
COX COMMUNICATIONS, INC.
4.80% Notes due 2035
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ]
($ )
on February 1, 2035 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from December 8,
2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 1
and August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2015, at the rate of 4.80% per
annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will,
as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be January 15 or July 15
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is- not a Business Day, the required payment shall be made on the next Business Day as
if it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after
such Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal,
premium, if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “4.80% Notes due 2035”
(the “Notes”), initially limited to an aggregate principal amount of $650,000,000, all issued or to be issued under and pursuant
to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Fourteenth Supplemental Indenture
dated as of December 8, 2014 (the “Fourteenth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
duly executed and delivered by the Company to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as
the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders”
or “Holder” meaning the registered holders or registered holder of the Notes).
Prior
to August 1, 2034, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum,
as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each
case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus accrued and unpaid interest thereon
to, but not including, the Redemption Date. On or after August 1, 2034, this Note will be redeemable at the option of the Company,
in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed,
plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of six Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities
LLC, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, and each of their respective successors; provided, however, that
if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
This
Note is not subject to any sinking fund.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder,
by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of
this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
December 8, 2014
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
December 8, 2014
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc.
with full power of substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(i)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER
IN THE JURlSDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS
NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
THIS GLOBAL
NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR
THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AQ5
$
COX COMMUNICATIONS, INC.
3.85% Notes due 2025
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[ ]
($ )
on February 1, 2025 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from
December 8, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable
semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing
August 1, 2015, at the rate of 3.85% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one
or more predecessor securities) is registered at the close of business on the regular record date for such interest, which shall be
January 15 or July 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment
Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes
of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all
as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is
not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder
shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.85% Notes due
2025” (the “Notes”), initially limited to an aggregate principal amount of $700,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the
Fourteenth Supplemental Indenture dated as of December 8, 2014 (the “Fourteenth Supplemental Indenture” and, together
with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New York Mellon
Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder” meaning the
registered holders or registered holder of the Notes).
Prior
to November 1, 2024, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum,
as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each
case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus accrued and unpaid interest thereon to, but
not including, the Redemption Date. On or after November 1, 2024, this Note will be redeemable at the option of the Company, in whole
at any time or in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of six Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities
LLC, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, and each of their respective successors; provided, however, that
if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a
percentage of its principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New
York City time, on the third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date.
This Note is not subject to any sinking
fund.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed
on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent
of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any
provisions applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the
Notes. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend
the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a
successor person of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power
conferred on the Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for
administration of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions
on the authorized amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default,
or to modify the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not
adversely affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any
change that does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest
on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by
accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this
Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed, manually or by facsimile.
Date: December 8, 2014
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein
referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: December 8, 2014
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(ii)
[FORM OF FACE
OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT
IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.]
[THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FOURTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AR3
$
COX COMMUNICATIONS, INC.
4.80% Notes due 2035
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[ ]
($ )
on February 1, 2035 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from December 8, 2014 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, payable semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”),
commencing August 1, 2015, at the rate of 4.80% per annum, until the principal hereof is paid or duly made available for
payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually
paid or duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on the regular record date for such interest, which shall be January 15 or July 15 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this
Note (or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall
be not more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest
Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on
the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable for
the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next
Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall be made
immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “4.80% Notes due
2035” (the “Notes”), initially limited to an aggregate principal amount of $650,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the
Fourteenth Supplemental Indenture dated as of December 8, 2014 (the “Fourteenth Supplemental Indenture” and, together
with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New York Mellon
Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder” meaning the
registered holders or registered holder of the Notes).
Prior
to August 1, 2034, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum,
as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (exclusive of interest accrued to the Redemption Date), in each
case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting
of twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus accrued and unpaid interest thereon to, but
not including, the Redemption Date. On or after August 1, 2034, this Note will be redeemable at the option of the Company, in whole
at any time or in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed that would be utilized,
at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable
maturity with the remaining life of this Note to be redeemed.
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of six Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities
LLC, Mizuho Securities USA Inc. and Wells Fargo Securities, LLC, and each of their respective successors; provided, however, that
if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary Treasury Dealer”),
the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business
Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date
using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Redemption Date.
This Note is not subject to any sinking
fund.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Except as provided above, this Note is
not redeemable by the Company prior to maturity.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the
provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect
any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does
not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company
deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Notes
to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by
accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this
Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the
Company has caused this instrument to be duly executed, manually or by facsimile.
Date: December 8, 2014
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein
referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated: December 8, 2014
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer Certificate
In
connection with a transfer of any of the
$
principal amount of the ____% Notes due 20___ (the “Notes”) of Cox Communications, Inc. (the “Company”)
within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144 under the
Securities Act of 1933, as amended (the “Securities Act”) (or any successor provision), the undersigned registered owner
of this Note hereby certifies with respect to $_____________ principal amount of the above-captioned securities presented or
surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for exchange where the
securities deliverable upon such exchange are to be registered in a name other than that of the undersigned registered owner (each
such transaction being a “transfer”), that such transfer complies with the restrictive legend set forth on the face of the
Surrendered Notes for the reason checked below:
¨
The transfer of the Surrendered Notes is made to the Company or any subsidiary thereof;
¨
The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act;
¨
The transfer of the Surrendered Notes is pursuant to a registration statement which has been declared effective under the Securities Act;
¨
The transfer of the Surrendered Notes is pursuant to an offer and sale to a non-U.S. person that occurs outside the United States within the meaning of Regulation S under the Securities Act and in accordance with the laws applicable to it in the jurisdiction in which such purchase is made;
¨
The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirements of the Securities Act.
and unless the box below is checked, the
undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”).
¨
The transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner is a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of
Letter to be Delivered by Accredited Investors
Cox Communications, Inc.
1400 Lake Hearn Drive, NE
Atlanta, Georgia 30319
Attention: Treasurer
The Bank of New York Mellon Trust Company,
N.A., as Registrar
10161 Centurion Parkway N.
Jacksonville,
Florida 32256
Attention: Corporate Trust Office
Dear Sirs:
We
are delivering this letter in connection with the proposed transfer of $ principal
amount of the % Notes
due 20__ (the “Notes”) of Cox Communications, Inc. (the “Company”).
We
hereby confirm that:
(i) we
are an “accredited investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are
accredited investors within the meaning of Rule 501(a)( l ), (2), (3) or (7) of Regulation D under the Securities Act (an
“Institutional Accredited Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other
Institutional Accredited Investors or as fiduciary for the account of one or more trusts, each of which is an “accredited
investor” within the meaning of Rule 501(a)(7) under the Securities Act and for each of which we exercise sole
investment discretion or (B) we are a “bank,” within the meaning of Section 3(a)(2) of the Securities
Act, or a “savings and loan association” or other institution described in Section 3(a)(5)(A) of the Securities Act
that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole investment
discretion;
(iii) we will acquire Notes
having a minimum principal amount of not less than $100,000 for our own account or for any
separate account for which we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property
of any accounts for which we are acting as fiduciary shall remain at all times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in a transaction not involving any public offering within the United States
within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on our own
behalf and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any
beneficial interest therein, prior to the end of the period (the “Resale Restriction Period”) from the date of original issuance
until (a) the date that is one year after the later of (x) the date of the original issuance
of the Notes or (y) the last day on which the Issuer or any of its Affiliates was the owner of the Notes, and (b) such later
date, if any, as may be required by applicable laws only:
(1) to the Company or any subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) pursuant
to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act
and in accordance with the laws applicable to us in the jurisdiction in which such purchase is made, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements of the Securities Act.
We acknowledge that
the Company, others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify
you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete.
B-2-2
THIS LETTER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-3
EX-4.13 — EXHIBIT 4.13
EX-4.13
Filename: tm2623711d1_ex4-13.htm · Sequence: 14
Exhibit 4.13
EXECUTION VERSION
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,
as Trustee
FIFTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 13,
2016
Supplement to Indenture
Dated as of June 27, 1995
Creating one series of Debt Securities designated
3.35% Notes due 2026
FIFTEENTH SUPPLEMENTAL INDENTURE, dated
as of the 13th day of September, 2016, between COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of Delaware,
having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the "Company"),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located
at 10161 Centurion Parkway N., Jacksonville, Florida 32256, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed
and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the "Original Indenture" and, as amended
by this Supplemental Indenture, the "Indenture"), providing for the issuance by the Company from time to time of its
debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the "Debt Securities"),
unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in the exercise of
the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate
resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to
the Original Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, one new series of
Debt Securities designated as the "3.35% Notes due 2026" in the initial aggregate principal amount of $1,000,000,000
(the "Notes");
WHEREAS, Section 9.01 of the Original
Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent of any
Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS, all things necessary to make the
Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company
and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the "3.35% Notes due
2026" and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental
Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
1
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to the series of Debt Securities (consisting of the
Notes) created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have
the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental Indenture
but not defined herein shall have the meaning specified in the Original Indenture.
"Agent Members" has the meaning
specified in Section 209(e)(v) of this Supplemental Indenture.
"Applicable Procedures" means,
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of
the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
"Below Investment Grade Downgrade Event"
means the rating on the Notes is lowered in respect of a Change of Control and the Notes are rated below an Investment Grade Rating
by each of the Rating Agencies on any date from the first public announcement by the Company of any Change of Control (or pending Change
of Control) and ending 60 days following consummation of such Change of Control (which period shall be extended until the ratings are
announced if, during such 60-day period, the rating of the Notes is under publicly announced consideration for possible downgrade by
each of the Rating Agencies);provided that a Below Investment Grade Downgrade Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a
Below Investment Grade Downgrade Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating
Agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform
the Company in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised
of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall
have occurred at the time of the Below Investment Grade Downgrade Event). The Company shall request the Rating Agencies to make such
confirmation in connection with any Change of Control and shall promptly certify to the Trustee as to whether or not such confirmation
has been received or denied.
"Business Day" means any day other
than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City of New York are authorized
or obligated by law to close.
2
"Capital Stock" of any Person means
any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital stock, other
equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited), limited
liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person, including any preferred stock, and any rights (other than debt securities
convertible into, or exchangeable for or valued by reference to, Capital Stock until and unless any such debt security is converted into
Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.
"cash" means U.S. legal tender.
"Certificated Notes" means the
Notes issued in certificated, registered form without interest coupons and not required to bear the Legend set forth in Section 207(a)(ii) of
this Supplemental Indenture.
"Change of Control" means the occurrence
of any of the following events:
(1) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the Company;
(2) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of merger or consolidation) all or substantially
all of its and its Subsidiaries' assets taken as a whole to any Person, other than any such transaction where:
(A) the transferee is
a Person controlled, directly or indirectly, by one or more Permitted Holders; or
(B) following such transaction,
each transferee becomes an obligor in respect of the Notes and either (i) each transferee
is or becomes a Subsidiary of the transferor of such assets or (ii) the holders of the
Voting Stock of the Company immediately prior to such transaction own, directly or indirectly,
not less than a majority of the Voting Stock of the transferee immediately after such transaction;
(3) the
Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company, in any
such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where:
(A) the surviving corporation
is a Person controlled, directly or indirectly, by one or more Permitted Holders; or
3
(B)
(i) the outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock of the surviving corporation (or any direct or indirect parent company of the surviving corporation and
(ii) the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation immediately after such transaction; or
(4) the
adoption of a plan relating to the liquidation or dissolution of the Company.
Notwithstanding the foregoing,
a transaction will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly owned subsidiary
of a holding company and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such transaction own,
directly or indirectly, at least a majority of the Voting Stock of such holding company.
"Change
of Control Repurchase Event" means the occurrence of a Change of Control together with a Below Investment Grade Downgrade Event
with respect to the Notes. Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control has actually been consummated.
"Clearstream"
means Clearstream Banking, société anonyme (formerly Cedelbank).
"Cox
Descendants" means the lineal descendants of Governor James M. Cox.
"Cox
Family Charities" means charitable organizations of which Cox Family Individuals constitute at least a majority of the trustees,
members or directors thereof.
"Cox
Family Individuals" means (a) the Cox Descendants and (b) the spouses and surviving spouses of Cox Descendants.
"Cox
Family Members" means (a) Cox Family Individuals, (b) Cox Family Trusts, (c) Cox Family Charities or (d) corporations,
partnerships, limited partnerships, limited liability companies or any other Person beneficially owned in whole or in part by one or
more Cox Family Individuals or Cox Family Trusts or Cox Family Charities; provided that, with respect to clauses (b) and
(d), in the case of a Cox Family Trust, a majority of the trustees are Cox Family Individuals, in the case of a general or limited partnership,
Cox Family Individuals own, directly or indirectly, more than 50% of the interests or general partner interests, in the case of a limited
liability company, Cox Family Individuals hold, directly or indirectly, more than 50% of the vote of the managers, and in the case of
any other Person, one or more Cox Family Individuals is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under
the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock, measured by voting power rather than number of shares,
of such Person.
"Cox
Family Trusts" means trusts established by or for the benefit of any one or more Cox Family Individuals.
4
"Debt
Securities" has the meaning specified in the first recital hereof.
"Depositary"
means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall
have been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter "Depositary" shall
mean or include such successor and any nominee thereof.
"Distribution
Compliance Period" means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any, as
may be required by applicable laws.
"DTC"
means The Depository Trust Company.
"Electronic
Means" shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.
"Euroclear"
means the Euroclear System.
"Exchange
Act" means the Securities Exchange Act of 1934, as amended.
"Fitch"
means Fitch Ratings, Inc. or any successor to the rating agency business thereof.
"Global
Note" means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of this Supplemental
Indenture, and deposited with or on behalf of the Depositary.
"Holder"
and "Noteholder," in the case of any Note, means the Person in whose name such Note is registered in the Debt Security
Register.
"Institutional
Accredited Investor" means an institutional "accredited investor" as defined in Rule 50l (a)(l), (2),
(3) and (7) under the Securities Act.
"Interest
Payment Date," in respect of any Note, has the meaning assigned to it in such Note.
"Investment
Grade Rating" means (a) with respect to Moody's, a rating equal to or higher than Baa3 (or the equivalent), and (b) with
respect to S&P and Fitch, a rating equal to or higher than BBB- (or the equivalent) (or, in each case, if such Rating Agency ceases
to rate the Notes for reasons outside of the Company's control, the equivalent investment grade credit rating from any Rating Agency
selected by the Company as a replacement Rating Agency).
"Issue
Date" means September 13, 2016.
5
"Legend"
means the Transfer Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
"Moody's"
means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.
"Notes"
has the meaning specified in the recitals hereof.
"Permitted
Holders" means (a) the Cox Family Members, (b) Cox Enterprises, Inc. and its affiliates, including any successor
Person to Cox Enterprises, Inc. that owns, directly or indirectly, 100% of the Capital Stock of the Company and such successor Person's
affiliates, and (c) any "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of the
foregoing with respect to which any such Persons exercise a majority of voting power.
"Purchase
Agreement" means the Purchase Agreement, dated September 8, 2016, among the Company and J.P. Morgan Securities LLC, Wells
Fargo Securities, LLC and Mizuho Securities USA Inc., acting as representatives on behalf of the Initial Purchasers (as defined therein).
"Qualified
Institutional Buyer" has the meaning specified in Rule 144A.
"Rating
Agencies" means:
(1) S&P;
(2) Moody's; and
(3) Fitch;
provided,
that if S&P, Moody's or Fitch or all three shall not make a rating of the Notes publicly available, a "nationally recognized
statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company, shall
be substituted for S&P, Moody's or Fitch or all three, as the case may be.
"Redemption
Date", with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the
terms of such Note and Article III of the Original Indenture.
"Redemption
Price", with respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined
in accordance with the terms of the applicable Note and Article III of the Original Indenture.
"Regulation
S" means Regulation S under the Securities Act.
"Regulation
S Global Note" means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
6
"Regulation
S Permanent Global Note" means a permanent Global Note in the form of the Note attached hereto as Exhibit A-2, and that
is deposited with and registered in the name of the Depositary, issued in a denomination equal to the outstanding principal amount of
the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.
"Regulation
S Temporary Global Note" means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2, and that
is deposited with and registered in the name of the Depositary, representing Notes sold in offshore transactions in reliance on Regulation
S.
"Resale
Restriction Termination Date" means (1) in the case of U.S. Global Notes, the date that is one year after the later of
(a) the Issue Date and (b) the last date on which the Company or any Affiliate of the Company was the owner of such Notes or,
in the case of Regulation S Notes, the date that is 40 days after the later of (a) the Issue Date and (b) the last date on
which the Company or any Affiliate of the Company was the owner of such Notes and (2) such later date, if any, as may be required
by applicable laws.
"Restricted
Note" means a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental
Indenture and set forth on the forms of Notes attached as Exhibit A-1 and Exhibit A-2 to this Supplemental Indenture.
"Rule 144A"
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
"S&P"
means S&P Global Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.
"Securities
Act" means the Securities Act of 1933, as amended.
"Supplemental
Indenture" means this Fifteenth Supplemental Indenture.
"Transfer
Restriction Legend" has the meaning specified in Section 207(c) of this Supplemental Indenture.
"Trustee"
has the meaning specified in the first paragraph hereof.
"U.S.
Global Note" means a Global Note in the form of the Note attached hereto as Exhibit A-1 to this Supplemental Indenture,
and that is deposited with and registered in the name of the Depositary, representing Notes sold in reliance on Rule 144A.
"Voting
Stock" of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the
general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such
Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power
by reason of the happening of any contingency).
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
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SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the
extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
This
Supplemental Indenture amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original
Indenture, to which provisions reference is hereby made. For the avoidance of doubt, the provisions of Section 210 hereof amend
Section 6.01 of the Original Indenture as set forth in such Section 210; the provisions of Section 211 hereof amend
Section 7.06 of the Original Indenture as set forth in such Section 211; the provisions of Section 212 hereof amend
Section 7.07 of the Original Indenture as set forth in such Section 212; the provisions of Section 213 hereof amend
Section 7.08 of the Original Indenture as set forth in such Section 213; the provisions of Article 3 hereof replace
the provisions of Section 5.03 of the Original Indenture in their entirety; the provisions of Section 402 hereof replace
the provisions of Section 4.08 of this Original Indenture in their entirety; the provisions of Section 403 hereof replace
the provisions of Section 4.09 of the Original Indenture in their entirety; and the provisions of Article 5 hereof amend
the provisions of Section 7.02 of the Original Indenture as set forth in such Article 5.
The
amendments and supplements to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture
shall be applicable only with respect to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental
Indenture, and shall not apply to any other Debt Securities that have been or may be issued under the Original Indenture unless a
supplemental indenture with respect to such other Debt Securities specifically incorporates such amendments, supplements and
replacements.
The provisions
of Article XI of the Original Indenture shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The Notes shall be known and designated as the "3.35% Notes due 2026" of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited
to $1,000,000,000, except for Notes authenticated and delivered upon registration of, transfer of, or exchange for, or in lieu of, other
Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon repayment in part of any Note pursuant to Article III
of the Original Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Supplemental
Indenture but without the consent of the Holders, create and issue pursuant to this Supplemental Indenture an unlimited principal amount
of additional Notes (in excess of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding
Notes, except that any such additional Notes (i) may have a different issue date and issue price from other outstanding Notes and
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than the amount payable on
other outstanding Notes.
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SECTION 203
Stated Maturity. The Stated Maturity of the Notes shall be September 15,
2026.
SECTION 204
Interest. The Notes shall
bear cash interest at the rate of 3.35% per annum from September 13, 2016 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, payable semiannually on March 15 and September 15 of each year, beginning on March 15,
2017, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding March 1 or September 1,
as the case may be, whether or not a Business Day. Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day
months.
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the
registered owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of
Certificated Notes, payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in
the City of New York designated for such purpose;provided that, with respect to definitive Certificated Notes only, payment
of interest, other than interest payable at Stated Maturity or upon redemption, may be made at the option of the Company, by the
Trustee to the address of the Person entitled as shown on the register for such Debt Securities.
(b) If
any Stated Maturity Date, Redemption Date or Interest Payment Date, falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date and
the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price. If
the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest Payment
Date will be reduced by the amount of interest accrued to the Redemption Date.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-1 and A-2.
9
The Notes
are being offered and sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
Notes
offered and sold in offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued
initially in the form of one or more Regulation S Temporary Global Notes in definitive fully registered form without interest
coupons, deposited on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary,
for the accounts of Euroclear and Clearstream and registered in the name of DTC or a nominee thereof duly executed by the Company
and authenticated by the Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by
the Trustee of a written certificate from the Depositary, if available, together with copies of certificates from Euroclear and
Clearstream, if available, certifying that they have received certification of non-United States beneficial ownership of 100% of the
aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who
acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act
and who shall take delivery of a beneficial ownership interest in a U.S. Global Note bearing a Legend, all as contemplated by
Section 209(a)(iii) hereof).
Following
the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged
for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication
of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount
of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
Each Global
Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global
Note representing the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented thereby shall
be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be
made on the records of the Trustee and the Depositary.
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(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute and the Trustee shall,
in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver initially one or
more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions and (c) shall bear legends substantially to the following effect:
"UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
"TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE FIFTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF."
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be
entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests in a Global Note transferred
to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered form without interest
coupons.
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(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the "Transfer Restriction Legend") in substantially the
following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective under the Securities
Act:
"THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
"THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS,IN THE CASE OF U.S. GLOBAL NOTES: ONE YEAR AND IN THE CASE OF REGULATION S GLOBAL
NOTES: 40 DAYS, AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE,
(D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S, OR
REGISTRAR'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE
TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATION S GLOBAL NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
12
"IN THE CASE OF REGULATIONS
TEMPORARY GLOBAL NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT.
NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE
INDENTURE REFERRED TO BELOW."
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of a Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor's nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an
opinion of counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act, that such Notes are not "restricted" within the meaning of Rule 144 under
the Securities Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities
Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the
Registrar of the sale or exchange of such Notes pursuant to a registration statement that is effective at the time of such sale, the
Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend
is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be
reinstated.
The Trustee and the Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture
or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among the Depositary's
participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
13
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply
with Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall
comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer
of a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be
effective under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this
Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance
with the other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request
for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in the form satisfactory
to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
14
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar,
the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated
Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant
to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being made in accordance with Rule 904 of Regulation Sor Rule 144
(if available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x)
to register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the Registrar shall register the transfer or make the exchange
as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated Notes surrendered
for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
15
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Transfer Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Certificated Note, duly
endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated Note and
cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global
Notes are then Outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global
Note in the appropriate principal amount.
16
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) (i) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate
when such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be
transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which
such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of
such Note for exchange to the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that
such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision,
by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to
the Company, addressed to the Company, the Trustee and the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note, of
like tenor and aggregate principal amount, which shall not bear the Transfer Restriction Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall not be
liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term "transfer" encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be
exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees
thereof, provided that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated
by the Depositary in the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as
depositary for such Global Note or the Depositary has ceased to be a "clearing agency" registered under the Exchange Act,
and a successor Depositary is not appointed by the Company within 90 days or (ii) an Event of Default has occurred and is
continuing with respect to the Notes. Any Global Note exchanged pursuant to clause (i) above shall be so exchanged in whole and
not in part, and any Global Note exchanged pursuant to clause (ii) above may be exchanged in whole or from time to time in part as
directed by the Depositary. Prior to the issuance of Certificated Notes in exchange for any beneficial interests in a Regulation S
Global Note, the holder of such beneficial interests shall, as a condition to such exchange, certify in a form satisfactory to the
Company that such holder is a non-U.S. person (as that term is defined in Regulation S under the Securities Act) or a U.S. person
who purchased such beneficial interest in a transaction that did not require registration under the Securities Act. In the event
that Certificated Notes are issued in respect of beneficial interests in a Regulation S Global Note at any time prior to the end of
the Distribution Compliance Period (other than in a transaction subject to Rule 144A), the Company shall as promptly as
practicable, institute procedures, including appropriate certifications, reasonably designed to ensure that any transfer of such
Certificated Notes prior to the end of the Distribution Compliance Period is made only in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from such registration.
17
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable Legend. Any Global
Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to
be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender
or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or
an authorized representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the "Agent Members") nor any other Persons on whose
behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name of the
Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company
or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee,
as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may
act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
18
SECTION 210 Events
of Default. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture
is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting
in its place the following:
"then and in each and every case that
an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries only), (h) (with
respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and
is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the
terms of that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining
thereto of that series contained to the contrary notwithstanding."
SECTION 211 Compensation
and Reimbursement. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original
Indenture is hereby amended to be replaced with the following:
The Company covenants and agrees to pay in
Dollars to the Trustee such compensation as the Company and the Trustee shall from time to time agree in writing for all services
rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an
express trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and
counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advances as may arise from its
negligence or wilful misconduct. The Company also covenants to indemnify in Dollars each of the Trustee or any predecessor Trustee
for, and to hold it harmless against, any loss, damage, claim, liability or expense, including the reasonable fees and expenses of
counsel, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred without negligence
or wilful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of this trust
or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in connection
with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this
Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and
advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the
satisfaction and discharge of this Indenture. The Company and the Holders agree that such additional indebtedness shall be secured
by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as
such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities
and Coupons.
19
SECTION 212 Right
of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically Prescribed. With respect to the Notes, Section 7.07
of the Original Indenture is hereby amended to be replaced with the following:
Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, be deemed to be conclusively proved and established by an Officers' Certificate delivered to
the Trustee, and such certificate, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture.
SECTION 213 Separate
Trustee; Replacement of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be
replaced with the following:
The Company may, but need not, appoint a separate
Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series of Debt Securities
at any time by giving 30 days' notice to the Company. The Holders of a majority in principal amount of the Debt Securities of a particular
series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a successor Trustee with
30 days' notice. The Company shall remove the Trustee with 30 days' notice if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged
bankrupt or insolvent;
(3) a
receiver or other public officer takes charge of the Trustee or its property; or
(4) the Trustee otherwise
becomes incapable of acting.
If the Trustee resigns, is removed by the Company
or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation or removal of the
Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of this Section 7.08.
20
A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall mail a notice of its succession to Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
If a successor Trustee does not take office within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 25% in principal amount of the Debt
Securities of any applicable series may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee for the Debt Securities of such series.
If the Trustee fails to comply with Section 7.10,
any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for the Debt Securities of such series.
Notwithstanding the replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.
In the case of the appointment hereunder of a separate
or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each successor
or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an Indenture Supplement hereto
(1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of any retiring Trustee with respect to the Debt Securities of any series as to which any such retiring Trustee is not retiring
shall continue to be vested in such retiring Trustee and (2) that shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trustee hereunder by more than one trustee, it being understood
that nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the same trust and that each such
separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee.
ARTICLE 3
REPORTS BY THE COMPANY
So long as any of the Debt Securities are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which
it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements pursuant to and
in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of Notes and to each prospective purchaser
(as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser, any information required to be provided
by Rule 144A(d)(4) under the Securities Act.
21
ARTICLE 4
ADDITIONAL COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase
Event.
(a) If
a Change of Control Repurchase Event occurs with respect to the Notes, each Holder of the Notes will have the right to require that
the Company purchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of such
Holder's Notes pursuant to a Change of Control offer (a "Change of Control Offer") on the terms set forth in this
Supplemental Indenture, except that the Company shall not be obligated to repurchase the Notes pursuant to this Section 401 in
the event that the Company has exercised the right to redeem all of the Notes as described in Section 206. In the Change of
Control Offer, the Company will offer to purchase all of the Notes at a purchase price (the "Change of Control Purchase
Price") in cash in an amount equal to 101% of the principal amount of such series of Notes, plus accrued but unpaid
interest, if any, to, but not including, the date of purchase (the "Change of Control Purchase Date") (subject to
the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date if the
Notes have not been redeemed prior to such record date).
(b) Within
30 days after any Change of Control Repurchase Event with respect to the Notes or, at the Company's option, prior to such Change of Control
but after the public announcement of such pending Change of Control, the Company must notify the Trustee and give written notice of the
Change of Control Repurchase Event to the Trustee and each Holder of Notes, by first-class mail or delivered electronically if held by
DTC, to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC. The notice
must state, among other things:
(1) that
a Change of Control Repurchase Event has occurred or may occur with respect to the Notes and the date of such event;
(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 30 days nor later than 60
days from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3)
that any Note not tendered will continue to accrue interest;
(4) that,
unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control
Offer.
22
In addition, the notice, if sent prior to the date of the consummation
of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated on or
prior to the Change of Control Purchase Date.
(c) If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in
a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described
in clause (d) below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the
right, upon not less than 30 nor more than 60 days' prior notice, with such notice given not more than 30 days following the Change
of Control Purchase Date, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to
the Change of Control Purchase Price plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid
interest, if any, on the Notes that remain Outstanding to, but not including, the date of redemption (subject to the rights of
Holders of record on relevant record dates to receive interest due on the relevant Interest Payment Date).
(d) The
Company will comply with Rule 14e-l under the Exchange Act, and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase
Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 401,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
this Section 401 by virtue of its compliance with such securities laws and regulations. The Company will not be required to make
a Change of Control Offer upon a Change of Control Repurchase Event if a third party makes the Change of Control Offer in the manner,
at the times and otherwise in compliance with the requirements described in this Supplemental Indenture applicable to a Change of Control
Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
(e) On
the Change of Control Purchase Date, the Company will, to the extent permitted by law:
(1) accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control Purchase Price in respect of all
Notes or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers' Certificate to the Trustee
stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION 402 Limitation
on Liens. With respect to the Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
23
As long as any Notes remain Outstanding, the Company
will not, and will not permit any Restricted Subsidiary to, create or incur any Lien (other than Permitted Liens) on Restricted Property
to secure the payment of Indebtedness of the Company or any Restricted Subsidiary if immediately after the creation or incurrence of
such Lien, the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries that is secured
by Liens (other than Permitted Liens) on Restricted Property would exceed the greater of (i) $1,100,000,000 million or (ii) 15%
of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries (whether or not so secured),
unless effective provision is made whereby the Notes (together with, if the Company shall so determine, any other Indebtedness ranking
equally with the Notes, whether then existing or thereafter created) are secured equally and ratably with (or prior to) such Indebtedness
(but only for so long as such Indebtedness is so secured).
SECTION 403 Limitation
on Indebtedness of Restricted Subsidiaries. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 4.09
of the Original Indenture is hereby amended to be replaced with the following:
As long as any Notes remain Outstanding, the Company
will not permit any Restricted Subsidiary to incur any Indebtedness if immediately after the incurrence of such Indebtedness, the aggregate
outstanding principal amount of all Indebtedness of the Restricted Subsidiaries would exceed the greater of (i) $1,100,000,000 or
(ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries; provided
that in any event, a Restricted Subsidiary may incur Indebtedness to extend, renew or replace Indebtedness of such Restricted Subsidiary
to the extent that the principal amount of the Indebtedness so incurred does not exceed the principal amount of the Indebtedness extended,
renewed or replaced thereby immediately prior to such extension, renewal or replacement plus any premium, accrued and unpaid interest
or capitalized interest payable thereon.
ARTICLE 5
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations
in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental
Indenture or the proper authorization or the due execution hereof by the Company or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the Company.
24
The Trustee (which shall be deemed to include the
Paying Agent when the Trustee is also acting as a Paying Agent) shall have the right to accept and act upon instructions, including funds
transfer instructions ("Instructions") given pursuant to this Indenture and delivered using Electronic Means (as defined above);
provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority to provide
such Instructions ("Authorized Officers") and containing specimen signatures of such Authorized Officers, which incumbency
certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company elects to give
the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's
understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine
the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to
have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized
Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that
the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization
codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee's reliance upon and compliance with such Instructions notwithstanding such directions
conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks arising out of the
use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks
associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection
with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and
circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
For purposes of this Supplemental Indenture and
the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following additional rights of the Trustee:
"(i) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
written notice thereof at the designated Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;
25
(l) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;
(m) the
Trustee may require that the Company deliver a certificate setting forth the names of individuals, and their titles and direct-dial telephone
numbers, of officers authorized at such time to take specified actions pursuant to this Indenture";
(n) the
Trustee shall not be liable for errors in judgment made in good faith unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts; and
(o) the
Trustee may act at the direction of requisite Holders without liability.
This Supplemental Indenture shall be governed
by, and construed in accordance with, the laws of the State of New York.
Each of the Company and the Trustee
(i) expressly and irrevocably consents to submit itself to the exclusive personal jurisdiction of the state courts in the
Borough of Manhattan in the City of New York in the State of New York, and any federal court located in the Borough of Manhattan in
the City of New York in the State of New York, together with any appellate court therefrom, with respect to all actions and
proceedings arising out of this Indenture or the Notes and (ii) expressly and irrevocably waives (and agrees not to plead or
claim) any objection to the laying of venue of any action or proceeding arising out of this Indenture or the Notes in such court or
that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
In order to comply with applicable tax laws
(inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time
to time (collectively, "Applicable Tax Law") that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of the Trustee, to use commercially reasonable
efforts to provide to the Trustee, to the extent available, sufficient information about the parties and/or transactions (including any
modification to the terms of such transactions) so that the Trustee can determine whether it has tax related obligations under Applicable
Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction in respect of taxes from payments under
the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. Nothing in
the immediately preceding sentence shall be construed as obligating the Company to make any "gross up" payment or similar reimbursement
in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this paragraph shall survive the satisfaction
and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
26
IN WITNESS
WHEREOF, the Parties have executed this Fifteenth Supplemental Indenture by their duly authorized signatories as of the date first
above written.
COX COMMUNICATIONS, INC.
By:
/s/
Mark F. Bowser
Name:
Mark F. Bowser
Title:
Executive Vice President and Chief Financial Officer
By:
/s/
Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
/s/
Julie Hoffman-Ramos
Name:
Julie Hoffman-Ramos
Title:
Vice President
[Signature Page to Supplemental Indenture]
EXHIBIT A-1
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT''), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS A NON-US. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-US. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
AND THE TRUSTEE'S, OR REGISTRAR'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE FIFTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-1-1
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CG0
$
COX COMMUNICATIONS, INC.
3.35% Notes due 2026
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[ ]
($ )
on September 15, 2026 (the "Maturity Date"), unless previously redeemed, and to pay interest thereon from
September 13, 2016 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable
semiannually on March 15 and September 15 of each year (each, an "Interest Payment Date"), commencing
March 15, 2017 at the rate of 3.35% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one
or more predecessor securities) is registered at the close of business on the regular record date for such interest, which shall be
March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment
Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes
of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all
as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is
not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
the Maturity Date, as the case may be, to such next Business Day. .Payments of principal, premium, if any, and interest hereunder
shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This Note is one of
the duly authorized series of Debt Securities of the Company, designated as the Company's "3.35% Notes due 2026" (the "Notes"),
initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the "Original Indenture"), as supplemented by the Fifteenth Supplemental Indenture dated as
of September 13, 2016 (the "Fifteenth Supplemental Indenture" and, together with the Original Indenture, the "Indenture"),
duly executed and delivered by the Company to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as
the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the
rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words "Holders"
or "Holder" meaning the registered holders or registered holder of the Notes).
Prior to the Par Call
Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price
equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by
the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of
interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest
accrued to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
A-1-2
"Comparable Treasury
Issue" means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation Agent
as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note matured
on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming, for this
purpose, that this Note matured on the Par Call Date).
"Comparable Treasury
Price" means, with respect to any Redemption Date, the average of six Reference Treasury Dealer Quotations for such Redemption Date,
after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than five
such Reference Treasury Dealer Quotations, the average of all such quotations.
"Par Call Date"
means June 15, 2026.
"Quotation Agent"
means the Reference Treasury Dealer appointed by the Company.
"Reference Treasury
Dealer" means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Mizuho
Securities USA Inc., and each of their respective successors and (ii) three other nationally recognized investment banking firms
(or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors;
provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a
"Primary Treasury Dealer"), the Company will substitute another Primary Treasury Dealer.
"Reference Treasury
Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal
amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business
Day preceding such Redemption Date.
"Treasury Rate"
means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
If money sufficient
to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption Date
is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice of any redemption
will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
Except as provided
above, this Note is not redeemable by the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon the
occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this
Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a
purchase price in cash in an amount equal to l01% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a
notice to each Holder, in accordance with Section 40l(b) of the Supplemental Indenture, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer.
A-1-3
In case an Event of
Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable,
in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject to certain
exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the Holders
of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions applicable
to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person of
the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the Company,
or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration of the
trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount,
terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the provisions
of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect any Holders,
or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does not adversely
affect the rights of any Holder.
Subject to certain
conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits
with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Notes to the
Maturity Date.
If money for the payment
of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only
to the Company and not to the Trustee for payment.
No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at
the rate, and in the coin or currency herein prescribed.
No director, officer,
employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and the Indenture
shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.
Ownership of this Note
shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat
the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to a recommendation
promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"), the Company has caused a CUSIP number
to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made
as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
A-1-4
Terms used herein without
definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate
of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its
authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee's authenticating agent,
this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
A-1-5
IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
A-1-6
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.
as Trustee
By:
Authorized Signatory
Dated:
A-1-7
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please insert social security number or other identifying number of
assignee:
Please print or type name and address
(including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing attorney to transfer said Note of Cox Communications, Inc.
on the books of Cox Communications, Inc. with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatsoever.
The Signature must be guaranteed by an "eligible guarantor institution meeting the requirements of the Registrar, which requirements
include memberships or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934.
A-1-8
EXHIBIT A-2
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS SECURITY HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT''), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST
OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE
IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
AND THE TRUSTEE'S, OR REGISTRAR'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR
(E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED
AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT.
THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR
PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED,
SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
A-2-1
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE FIFTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-2-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AS1
$
COX COMMUNICATIONS, INC.
3.35% Notes due 2026
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of
[ ]
($ )
on September 15, 2026 (the "Maturity Date"), unless previously redeemed, and to pay interest thereon from
September 13, 2016 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable
semiannually on March 15 and September 15 of each year (each, an "Interest Payment Date"), commencing
March 15, 2017 at the rate of 3.35% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one
or more predecessor securities) is registered at the close of business on the regular record date for such interest, which shall be
March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment
Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes
of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all
as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is
not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due
and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
the Maturity Date, as the case may be, to such next Business Day. .Payments of principal, premium, if any, and interest hereunder
shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the
payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This Note is one of the duly
authorized series of Debt Securities of the Company, designated as the Company's "3.35% Notes due 2026" (the "Notes"),
initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the "Original Indenture"), as supplemented by the Fifteenth Supplemental Indenture dated as of September 13,
2016 (the "Fifteenth Supplemental Indenture" and, together with the Original Indenture, the "Indenture"), duly executed
and delivered by the Company to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the "Trustee"),
to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and the Holders (the words "Holders" or "Holder"
meaning the registered holders or registered holder of the Notes).
Prior to the Par Call Date,
this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal
to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
A-2-3
"Comparable Treasury Issue"
means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation Agent as having
an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note matured on the
Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming, for this purpose,
that this Note matured on the Par Call Date).
"Comparable Treasury Price"
means, with respect to any Redemption Date, the average of six Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations.
"Par Call Date" means
June 15, 2026.
"Quotation Agent"
means the Reference Treasury Dealer appointed by the Company.
"Reference Treasury Dealer"
means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Mizuho Securities USA
Inc., and each of their respective successors and (ii) three other nationally recognized investment banking firms (or their respective
affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors; provided, however,
that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a "Primary Treasury
Dealer"), the Company will substitute another Primary Treasury Dealer.
"Reference Treasury Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Quotation
Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its principal amount,
quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.
"Treasury Rate" means,
with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or interpolated (on
a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date.
If money sufficient to pay
the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption Date is deposited
with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture are satisfied,
then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice of any redemption will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
Except as provided above, this
Note is not redeemable by the Company prior to maturity. This Note is not subject to any sinking fund.
Upon the occurrence of a Change
of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security or satisfied and discharged
this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion (such principal amount
to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in cash in an amount equal
to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the date of purchase. Within
30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder, in accordance with Section 40l(b) of the Supplemental Indenture, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at
its registered address.
A-2-4
In case an Event of Default
shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions
set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the Holders of at least
a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions applicable to
the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person of
the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the Company,
or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration of the
trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount,
terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the provisions
of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect any Holders,
or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does not adversely
affect the rights of any Holder.
Subject to certain conditions,
the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the Company deposits with the
Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on the Notes to the Maturity
Date.
If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the rate,
and in the coin or currency herein prescribed.
No director, officer, employee
or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives
and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note and the Indenture
shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.
Ownership of this Note shall
be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company may treat the Person
in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to a recommendation
promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"), the Company has caused a CUSIP number
to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation is made
as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used herein without definition
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication
hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature of one of its authorized officers,
or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee's authenticating agent, this Note shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
A-2-5
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
A-2-6
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
A-2-7
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please insert social security number or other identifying number of
assignee:
Please
print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE: The signature to this assignment must
correspond with the name as written upon the face of this Note in every particular without alteration or enlargement or any change whatsoever.
The Signature must be guaranteed by an "eligible guarantor institution meeting the requirements of the Registrar, which requirements
include memberships or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934.
A-2-8
EXHIBIT B-1
Transfer Certificate
In connection with a transfer of any of the $ principal
amount of the % Notes due 20
(the "Notes") of Cox Communications, Inc. (the "Company") within the period prior to the expiration of the holding
period applicable to the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")
(or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $
principal amount of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Notes") for
registration of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other than
that of the undersigned registered owner (each such transaction being a "transfer"), that such transfer complies with the restrictive
legend set forth on the face of the Surrendered Notes for the reason checked below:
¨ The
transfer of the Surrendered Notes is made to the Company or any Subsidiary thereof;
¨ The
transfer of the Surrendered Notes complies with Rule 144A under the Securities Act;
¨ The
transfer of the Surrendered Notes is pursuant to a registration statement which has been
declared effective under the Securities Act;
¨ The
transfer of the Surrendered Notes is pursuant to an offer and sale to a non-U.S. person that
occurs outside the United States within the meaning of Regulation S under the Securities
Act and in accordance with the laws applicable to it in the jurisdiction in which such purchase
is made;
¨ The transfer
of the Surrendered Notes is pursuant to another available exemption from the registration
requirements of the Securities Act.
and unless
the box below is checked, the undersigned confirms that, to the undersigned's knowledge, such Notes are not being transferred to an "affiliate"
of the Company as defined in Rule 144 under the Securities Act (an "Affiliate").
¨ The
transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner
is a corporation, partnership
or fiduciary, the title
of the Person signing on behalf
of such registered owner
must be stated.)
B-1-1
EXHIBIT B-2
Form of Letter to be Delivered by Accredited
Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody Road, NE
Atlanta, Georgia 30328
Attention: Treasurer
The Bank of New York Mellon Trust Company, N.A., as Registrar
10161 Centurion Parkway N.
Jacksonville, Florida 32256
Attention: Corporate Trust Office
Dear Sirs:
We are delivering this letter in
connection with the proposed transfer of
$ principal amount
of the % Notes due
20 (the "Notes") of Cox Communications, Inc. (the
"Company").
We hereby confirm that:
(i)
we are an "accredited investor" within the meaning
of Rule 50l(a)(l), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"), or an entity in which all of the equity owners are accredited investors within the meaning of Rule 501(a)(l), (2), (3) or
(7) of Regulation D under the Securities Act (an "Institutional Accredited Investor'');
(ii)
(A) the purchase of Notes by us is for our own account or
for the account of one or more other Institutional Accredited Investors or as fiduciary for the account of one or more trusts, each of
which is an "accredited investor" within the meaning of Rule 50l(a)(7) under the Securities Act and for each of which
we exercise sole investment discretion or (B) we are a "bank," within the meaning of Section 3(a)(2) of the
Securities Act, or a "savings and loan association" or other institution described in Section 3(a)(5)(A) of the Securities
Act that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole investment discretion;
(iii)
we will acquire Notes having a minimum principal amount of not less than
$100,000 for our own account or for any separate account for which we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain
at all times within our control.
B-2-1
We understand that the Notes were originally
offered and sold in a transaction not involving any public offering within the United States within the meaning of the Securities Act
and that the Notes have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for
which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any beneficial interest therein, prior to the
end of the period (the "Resale Restriction Period") from the date of original issuance until (a) the date that is one
year after the later of (x) the date of the original issuance of the Notes or (y) the last day on which the Issuer or any of
its Affiliates was the owner of the Notes, and (b) such later date, if any, as may be required by applicable laws only:
(1) to the Company or any Subsidiary
thereof, or
(2) for as long as the Notes
are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a "qualified institutional buyer"
(as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) pursuant to offers and sales
to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act and in accordance
with the laws applicable to us in the jurisdiction in which such purchase is made, or
(4) pursuant to a registration
statement which has been declared effective under the Securities Act, or
(5) pursuant to another available
exemption from the registration requirements of the Securities Act.
We acknowledge that the Company, others
and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly in writing
if any of our representations or warranties herein ceases to be accurate and complete.
B-2-2
THIS LETTER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-3
EX-4.14 — EXHIBIT 4.14
EX-4.14
Filename: tm2623711d1_ex4-14.htm · Sequence: 15
Exhibit 4.14
EXECUTION VERSION
COX COMMUNICATIONS, INC.
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
SIXTEENTH SUPPLEMENTAL INDENTURE
Dated as of August 7,
2017
Supplement to Indenture
Dated
as of June 27, 1995
Creating three series of
Debt Securities designated
3.150% Notes due 2024
3.500% Notes due 2027
4.600% Notes due 2047
SIXTEENTH SUPPLEMENTAL INDENTURE,
dated as of the 7th day of August, 2017, between COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of
Delaware, having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located
at 200 Ashford Center North, Suite 550, Atlanta, Georgia 30338, as trustee (the “Trustee”);
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture” and,
as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to
time of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt
Securities”), unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in the
exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to
appropriate resolutions of the Board of Directors, has duly determined to make, execute and deliver to the Trustee this Supplemental
Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and issuance of, three
new series of Debt Securities designated as the “3.150% Notes due 2024” in the initial aggregate principal amount
of $1,000,000,000 (the “2024 Notes”), the “3.500% Notes due 2027” in the initial aggregate principal
amount of $1,000,000,000 (the “2027 Notes”) and the “4.600% Notes due 2047” in the initial aggregate
principal amount of $600,000,000 (the “2047 Notes” and, together with the 2024 Notes and the 2027 Notes, the “Notes”);
WHEREAS, Section 9.01 of
the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the
consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities
of any series as permitted by Sections 2.01 and 2.03 of the Original Indenture;
WHEREAS, all things necessary
to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject
to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations
of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the “3.150%
Notes due 2024”, the “3.500% Notes due 2027” and the “4.600% Notes due 2047” and for
and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and
for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
1
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to each series of Debt Securities (consisting of
the Notes) created hereby, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this
Article have the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this
Supplemental Indenture but not defined herein shall have the meaning specified in the Original Indenture.
“Agent Members”
has the meaning specified in Section 209(e)(v) of this Supplemental Indenture.
“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Below Investment Grade
Downgrade Event” means, with respect to any series of Notes, the rating on such Notes is lowered in respect of a Change of
Control and such Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the first public announcement
by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control
(which period shall be extended until the ratings are announced if, during such 60-day period, the rating of such Notes is under publicly
announced consideration for possible downgrade by each of the Rating Agencies); provided that a Below Investment Grade Downgrade
Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular
Change of Control (and thus shall not be deemed a Below Investment Grade Downgrade Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply
do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether
or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Downgrade Event). The Company shall
request the Rating Agencies to make such confirmation in connection with any Change of Control and shall promptly certify to the
Trustee as to whether or not such confirmation has been received or denied.
“Business Day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The City
of New York are authorized or obligated by law to close.
“Capital Stock”
of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s
capital stock, other equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general
or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing Person, including any preferred stock, and any rights
(other than debt securities convertible into, or exchangeable for or valued by reference to, Capital Stock until and unless any such
debt security is converted into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.
2
“cash” means U.S. legal tender.
“Certificated Notes”
means the Notes issued in certificated, registered form without interest coupons and not required to bear the Legend set forth in Section 207(a)(ii) of
this Supplemental Indenture.
“Change of Control”
means the occurrence of any of the following events:
(1) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the Company;
(2) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of merger or consolidation) all or substantially
all of its and its Subsidiaries’ assets taken as a whole to any Person, other than any such transaction where:
(A) the
transferee is a Person controlled, directly or indirectly, by one or more Permitted Holders;
or
(B) following
such transaction, each transferee becomes an obligor in respect of the Notes and either (i) each
transferee is or becomes a Subsidiary of the transferor of such assets or (ii) the holders
of the Voting Stock of the Company immediately prior to such transaction own, directly or
indirectly, not less than a majority of the Voting Stock of the transferee immediately after
such transaction;
(3) the
Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company, in any
such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where:
(A) the
surviving corporation is a Person controlled, directly or indirectly, by one or more Permitted
Holders; or
3
(B) (i) the
outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock of
the surviving corporation (or any direct or indirect parent company of the surviving corporation)
and (ii) the holders of the Voting Stock of the Company immediately prior to such transaction
own, directly or indirectly, not less than a majority of the Voting Stock of the surviving
corporation immediately after such transaction; or
(4) the
adoption of a plan relating to the liquidation or dissolution of the Company.
Notwithstanding the foregoing,
a transaction will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly owned subsidiary
of a holding company and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such transaction own,
directly or indirectly, at least a majority of the Voting Stock of such holding company.
“Change of Control Repurchase
Event” means, with respect to any series of Notes, the occurrence of a Change of Control together with a Below Investment Grade
Downgrade Event with respect to such series of Notes. Notwithstanding the foregoing, no Change of Control Repurchase Event will be deemed
to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been consummated.
“Clearstream” means Clearstream
Banking, S.A. (formerly Cedelbank).
“Corporate Trust Office” means
200 Ashford Center North, Suite 550, Atlanta, Georgia 30338.
“Cox Descendants” means the lineal
descendants of Governor James M. Cox.
“Cox Family Charities”means charitable organizations of which Cox Family Individuals constitute at least a majority of the trustees, members or directors
thereof.
“Cox Family Individuals” means
(a) the Cox Descendants and (b) the spouses and surviving spouses of Cox Descendants.
“Cox Family Members”means (a) Cox Family Individuals, (b) Cox Family Trusts, (c) Cox Family Charities or (d) corporations, partnerships,
limited partnerships, limited liability companies or any other Person beneficially owned in whole or in part by one or more Cox Family
Individuals or Cox Family Trusts or Cox Family Charities;provided that, with respect to clauses (b) and (d), in the case
of a Cox Family Trust, a majority of the trustees are Cox Family Individuals, in the case of a general or limited partnership, Cox Family
Individuals own, directly or indirectly, more than 50% of the interests or general partner interests, in the case of a limited liability
company, Cox Family Individuals hold, directly or indirectly, more than 50% of the vote of the managers, and in the case of any other
Person, one or more Cox Family Individuals is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of more than 50% of the Voting Stock, measured by voting power rather than number of shares, of
such Person.
4
“Cox Family Trusts”
means trusts established by or for the benefit of any one or more Cox Family Individuals.
“Debt Securities” has the meaning
specified in the first recital hereof.
“Depositary” means,
with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been
appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean
or include such successor and any nominee thereof.
“Distribution Compliance
Period” means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any, as may be required
by applicable laws.
“DTC” means The Depository Trust
Company.
“Electronic Means”
shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by
the Trustee as available for use in connection with its services hereunder.
“Euroclear” means the Euroclear
Bank SA/NV.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended.
“Fitch” means Fitch Ratings, Inc.
or any successor to the rating agency business thereof.
“Global Note”
means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of this Supplemental Indenture,
and deposited with or on behalf of the Depositary.
“Holder” and
“Noteholder,” in the case of any Note, means the Person in whose name such Note is registered in the Debt Security
Register.
“Institutional Accredited
Investor” means an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) and (7) under
the Securities Act.
“Interest Payment Date,” in respect
of any Note, has the meaning assigned to it in such Note.
“Investment Grade Rating”
means (a) with respect to Moody’s, a rating equal to or higher than Baa3 (or the equivalent), and (b) with respect
to S&P and Fitch, a rating equal to or higher than BBB- (or the equivalent) (or, in each case, if such Rating Agency ceases to rate
the Notes for reasons outside of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected
by the Company as a replacement Rating Agency).
5
“Issue Date” means August 7,
2017.
“Legend” means
the Transfer Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
“Moody’s” means Moody’s
Investors Service, Inc. or any successor to the rating agency business thereof.
“Notes” has
the meaning specified in the recitals hereof.
“Permitted Holders”
means (a) the Cox Family Members, (b) Cox Enterprises, Inc. and its affiliates, including any successor Person
to Cox Enterprises, Inc. that owns, directly or indirectly, 100% of the Capital Stock of the Company and such successor Person’s
affiliates, and (c) any “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of
the foregoing with respect to which any such Persons exercise a majority of voting power.
“Purchase Agreement”
means the Purchase Agreement, dated July 24, 2017, among the Company and J.P. Morgan Securities LLC, RBC Capital Markets,
LLC and Wells Fargo Securities, LLC, acting as representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional Buyer” has
the meaning specified in Rule 144A.
“Rating Agencies” means:
(1) S&P;
(2) Moody’s; and
(3) Fitch;
provided, that if S&P, Moody’s
or Fitch or all three shall not make a rating of the Notes of any series publicly available, a “nationally recognized statistical
rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company, which shall be substituted
for S&P, Moody’s or Fitch or all three, as the case may be.
“Redemption Date”,
with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the terms of
such Note and Article III of the Original Indenture.
“Redemption Price”,
with respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined in accordance
with the terms of the applicable Note and Article III of the Original Indenture.
“Regulation S”
means Regulation S under the Securities Act.
“Regulation S Global
Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
6
“Regulation S Permanent
Global Note” means a permanent Global Note in the form of the Note attached hereto as Exhibits A-2(i), A-2(ii) or A-2(iii),
as applicable, and that is deposited with and registered in the name of the Depositary, issued in a denomination equal to the outstanding
principal amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.
“Regulation S Temporary
Global Note” means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2(i), A-2(ii) or
A-2(iii), as applicable, and that is deposited with and registered in the name of the Depositary, representing Notes sold in offshore
transactions in reliance on Regulation S.
“Resale Restriction
Termination Date” means (1) in the case of U.S. Global Notes, the date that is one year after the later of (a) the
Issue Date and (b) the last date on which the Company or any Affiliate of the Company was the owner of such Notes or, in the case
of Regulation S Notes, the date that is 40 days after the later of (a) the Issue Date and (b) the last date on which the Company
or any Affiliate of the Company was the owner of such Notes and (2) such later date, if any, as may be required by applicable laws.
“Restricted Note”
means a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental Indenture
and set forth on the forms of Notes attached as Exhibits A-l(i), A-l(ii), A-l(iii), A-2(i), A-2(ii) or A-2(iii), as applicable,
to this Supplemental Indenture.
“Rule 144A”
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
“S&P” means
S&P Global Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.
“Securities Act”
means the Securities Act of 1933, as amended.
“Supplemental Indenture” means this Sixteenth Supplemental Indenture.
“Transfer Restriction Legend” has the meaning specified in Section 207(c) of this Supplemental Indenture.
“Trustee” has
the meaning specified in the first paragraph hereof.
“U.S. Global Note”
means a Global Note in the form of the Note attached hereto as Exhibits A-1(i), A-1(ii) or A-1(iii), as applicable, to this
Supplemental Indenture, and that is deposited with and registered in the name of the Depositary, representing Notes sold in reliance
on Rule 144A.
“Voting Stock”
of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general
voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person
(irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason
of the happening of any contingency).
7
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the
extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
This Supplemental Indenture
amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture, to which provisions
reference is hereby made. For the avoidance of doubt, the provisions of Section 210 hereof amend Section 6.01 of the Original
Indenture as set forth in such Section 210; the provisions of Section 211 hereof amend Section 7.06 of the Original Indenture
as set forth in such Section 211; the provisions of Section 212 hereof amend Section 7.07 of the Original Indenture as
set forth in such Section 212; the provisions of Section 213 hereof amend Section 7.08 of the Original Indenture as set
forth in such Section 213; the provisions of Section 214 hereof amend Section 9.01 of the Original Indenture as set forth in
such Section 214; the provisions of Article 3 hereof replace the provisions of Section 5.03 of the Original Indenture
in their entirety; the provisions of Section 402 hereof replace the provisions of Section 4.08 of this Original Indenture in
their entirety; the provisions of Section 403 hereof replace the provisions of Section 4.09 of the Original Indenture in their
entirety; and the provisions of Article 5 hereof amend the provisions of Section 7.02 of the Original Indenture as set forth
in such Article 5.
The amendments and supplements
to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture shall be applicable only with
respect to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental Indenture, and shall not apply to any other
Debt Securities that have been or may be issued under the Original Indenture unless a supplemental indenture with respect to such other
Debt Securities specifically incorporates such amendments, supplements and replacements.
The provisions of Article XI of the Original
Indenture shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The 2024 Notes, 2027 Notes and 2047 Notes shall be known and designated as the “3.150% Notes due 2024,”
the “3.500% Notes due 2027” and the “4.600% Notes due 2047” of the Company, respectively.
8
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited
to $1,000,000,000 for the 2024 Notes, $1,000,000,000 for the 2027 Notes and $600,000,000 for the 2047 Notes, in each case, except for
Notes authenticated and delivered upon registration of, transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07,
2.08, 2.09 or 9.04 of the Indenture, or upon repayment in part of any 2024 Note, 2027 Notes or 2047 Note pursuant to Article III
of the Original Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Supplemental
Indenture but without the consent of the Holders of any series of Notes, create and issue pursuant to this Supplemental Indenture an
unlimited principal amount of additional Notes of such series (in excess of any amounts theretofore issued) having the same terms and
conditions to those of the other outstanding Notes of such series, except that any such additional Notes (i) may have a different
issue date and issue price from other outstanding Notes of such series and (ii) may have a different amount of interest payable
on the first Interest Payment Date after issuance than the amount payable on other outstanding Notes of such series.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2024 Notes shall be August 15, 2024. The Stated Maturity of the 2027 Notes shall be
August 15, 2027. The Stated Maturity of the 2047 Notes shall be August 15, 2047.
SECTION 204 Interest.
(a) The
2024 Notes shall bear cash interest at the rate of 3.150% per annum from August 7, 2017 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on February 15 and August 15 of
each year, beginning on February 15, 2018, to the Persons in whose names such Notes are registered at the close of business on the
immediately preceding February 1 or August 1, as the case may be, whether or not a Business Day. Interest on the Notes will
be computed on the basis of a 360-day year of twelve 30-day months.
(b) The
2027 Notes shall bear cash interest at the rate of 3.500% per annum from August 7, 2017 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on February 15 and August 15 of
each year, beginning on February 15, 2018, to the Persons in whose names such Notes are registered at the close of business on the
immediately preceding February 1 or August 1, as the case may be, whether or not a Business Day. Interest on the Notes will
be computed on the basis of a 360-day year of twelve 30-day months.
(c) The
2047 Notes shall bear cash interest at the rate of 4.600% per annum from August 7, 2017 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on February 15 and August 15 of
each year, beginning on February 15, 2018, to the Persons in whose names such Notes are registered at the close of business on the
immediately preceding February 1 or August 1, as the case may be, whether or not a Business Day. Interest on the Notes will
be computed on the basis of a 360-day year of twelve 30-day months.
9
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in the City of New York designated
for such purpose;provided that, with respect to definitive Certificated Notes only, payment of interest, other than interest payable
at Stated Maturity or upon redemption, may be made at the option of the Company, by the Trustee to the address of the Person entitled
as shown on the register for such Debt Securities.
(b) If
any Stated Maturity Date, Redemption Date or Interest Payment Date, falls on a day that is not a Business Day, the required payment shall
be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date and
the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption. Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price.
If the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest
Payment Date will be reduced by the amount of interest accrued to the Redemption Date.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-l(i), A-l(ii), A-l(iii), A-2(i), A-2(ii) or A-2(iii), as applicable.
The Notes are being offered
and sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
Notes offered and sold in offshore
transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation
S Temporary Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the
Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered
in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Distribution
Compliance Period shall be terminated upon the receipt by the Trustee of a written certificate from the Depositary, if available, together
with copies of certificates from Euroclear and Clearstream, if available, certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent
of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration
under the Securities Act and who shall take delivery of a beneficial ownership interest in a U.S. Global Note bearing a Legend, all as
contemplated by Section 209(a)(iii) hereof).
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Following the termination of
the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of
the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount
of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
Each Global Note shall represent
such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note representing
the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made on the records
of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute and
the Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver
initially one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the
Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially to the following
effect:
“UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
11
“TRANSFERS OF
THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be
entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests in a Global Note transferred
to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered form without interest
coupons.
(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the “Transfer Restriction Legend”) in substantially
the following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective under the
Securities Act:
“THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
12
“THE HOLDER OF
THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF U.S. GLOBAL NOTES: ONE YEAR AND IN THE CASE OF REGULATION
S GLOBAL NOTES: 40 DAYS, AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE
OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE TIJRISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S,
AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE
OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN
THE CASE OF REGULATIONS GLOBAL NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT
IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
“IN
THE CASE OF REGULATIONS TEMPORARY GLOBAL NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL
NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED,
SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.”
13
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of such Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the
case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of
counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation
S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under the Securities
Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i) provision
of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale or exchange of such
Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is
subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
The Trustee and the Registrar
shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between
or among the Depositary’s participants or beneficial owners of interest in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms
of, this Supplemental Indenture and to examine the same to determine substantial compliance as to form with the express requirements
hereof.
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply
with Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall
comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer
of a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be
effective under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this
Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance
with the other provisions of this Section 209(a).
14
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request
for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in the form satisfactory
to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar,
the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated
Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant
to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.
15
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being made in accordance with Rule 904 of Regulation Sor Rule 144
(if available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to
register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the Registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that the Certificated
Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Transfer Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.
16
Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(b) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such
Certificated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between
the Depositary and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate
principal amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified
in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If
no Global Notes are then Outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a
new Global Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) (i) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate when
such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be transferred in
compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to
the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company,
the Trustee and the Registrar and in form acceptable to the Company, to the effect that the transfer of such Note has been made in compliance
with Rule 144 or such successor provision), be exchanged for a new Note, of like tenor and aggregate principal amount, which shall
not bear the Transfer Restriction Legend. The Company shall inform the Trustee of the effective date of any registration statement registering
the Notes under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel.
17
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
(e)
The provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided
that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated by the Depositary in
the event that (i) the Depositary has notified the Company that it is unwilling or unable to continue as depositary for such Global
Note or the Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor Depositary
is not appointed by the Company within 90 days or (ii) an Event of Default has occurred and is continuing with respect to the Notes.
Any Global Note exchanged pursuant to clause (i) above shall be so exchanged in whole and not in part, and any Global Note exchanged
pursuant to clause (ii) above may be exchanged in whole or from time to time in part as directed by the Depositary. Prior to the issuance
of Certificated Notes in exchange for any beneficial interests in a Regulation S Global Note, the holder of such beneficial interests
shall, as a condition to such exchange, certify in a form satisfactory to the Company that such holder is a non-U.S. person (as that
term is defined in Regulation S under the Securities Act) or a U.S. person who purchased such beneficial interest in a transaction that
did not require registration under the Securities Act. In the event that Certificated Notes are issued in respect of beneficial interests
in a Regulation S Global Note at any time prior to the end of the Distribution Compliance Period (other than in a transaction subject
to Rule 144A), the Company shall as promptly as practicable, institute procedures, including appropriate certifications, reasonably
designed to ensure that any transfer of such Certificated Notes prior to the end of the Distribution Compliance Period is made only in
accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from such
registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable Legend. Any Global
Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to
be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender
or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or
an authorized representative thereof.
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(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons
on whose behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name
of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may
be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such
nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member
may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Events
of Default. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture
is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting
in its place the following:
then and in each and every case that
an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries only), (h) (with
respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and
is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable,
either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt
Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the
terms of that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining
thereto of that series contained to the contrary notwithstanding.
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SECTION 211 Compensation
and Reimbursement. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original
Indenture is hereby amended to be replaced with the following:
The Company covenants and agrees
to pay in Dollars to the Trustee such compensation as the Company and the Trustee shall from time to time agree in writing for all services
rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons
not regularly in its employ) except any such expense, disbursement or advances as may arise from its negligence or wilful misconduct.
The Company also covenants to indemnify in Dollars each of the Trustee (which shall be deemed to include its officers, directors, employees,
and agents) or any predecessor Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense, including
the reasonable fees and expenses of counsel, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or wilful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration
of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in
connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 7.06
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the satisfaction and discharge of
this Indenture. The Company and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt
Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for
the payment of principal of, and premium, if any, or interest on, particular Debt Securities and Coupons.
SECTION 212 Right
of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. With respect to the Notes,
Section 7.07 of the Original Indenture is hereby amended to be replaced with the following:
Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted
by it under the provisions of this Indenture.
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SECTION 213 Separate
Trustee; Replacement of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be
replaced with the following:
The Company may, but need not,
appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series
of Debt Securities at any time by giving 30 days’ notice to the Company. The Holders of a majority in principal amount of the Debt
Securities of a particular series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint
a successor Trustee with 30 days’ notice. The Company shall remove the Trustee with 30 days’ notice if:
(1) the Trustee fails to comply
with Section 7.10;
(2) the Trustee is adjudged bankrupt
or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or
its property; or
(4) the Trustee otherwise becomes
incapable of acting.
If the Trustee resigns, is
removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation
or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the
successor Trustee in accordance with the applicable requirements of this Section 7.08.
A successor Trustee shall deliver
a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
The successor Trustee shall mail a notice of its succession to Holders of Debt Securities of each applicable series. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
If a successor Trustee does
not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 25% in principal
amount of the Debt Securities of any applicable series may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee for the Debt Securities of such series.
If the Trustee fails to comply
with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series.
Notwithstanding the replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue for the benefit
of the retiring Trustee.
21
In
the case of the appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the
Company, any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall
execute and deliver an Indenture Supplement hereto (1) which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as
to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trustee
hereunder by more than one trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees
co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee.
SECTION 214 With
respect to the Notes, Section 9.01(f) of the Original Indenture is hereby deleted in its entirety and replaced with “[Reserved]”
in lieu thereof.
ARTICLE 3
REPORTS BY THE COMPANY
So
long as any of the Debt Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, the Company will, during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt
from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
Holder of Notes and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective
purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
ADDITIONAL COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase Event.
(a) If
a Change of Control Repurchase Event occurs with respect to any series of Notes, each Holder of the Notes of such series will have the
right to require that the Company purchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof)
of such Holder’s Notes of such series pursuant to a Change of Control offer (a “Change of Control Offer”) on
the terms set forth in this Supplemental Indenture, except that the Company shall not be obligated to repurchase the Notes of such series
pursuant to this Section 401 in the event that the Company has exercised the right to redeem all of the Notes of such series as
described in Section 206. In the Change of Control Offer with respect to any series of Notes, the Company will offer to purchase
all of the Notes of such series at a purchase price (the “Change of Control Purchase Price”) in cash in an amount
equal to 101% of the principal amount of such series of Notes, plus accrued but unpaid interest, if any, to, but not including, the date
of purchase (the “Change of Control Purchase Date”) (subject to the rights of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date if such Notes have not been redeemed prior to such record date).
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(b) Within
30 days after any Change of Control Repurchase Event with respect to any series of Notes or, at the Company’s option, prior to
such Change of Control but after the public announcement of such pending Change of Control, the Company must notify the Trustee of such
series of Notes and give written notice of the Change of Control Repurchase Event to the Trustee and each Holder of Notes of such series,
by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise
in accordance with the procedures of DTC. The notice must state, among other things:
(1) that
a Change of Control Repurchase Event has occurred or may occur with respect to such series of Notes and the date of such event;
(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 30 days nor later than 60
days from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3) that
any Note not tendered will continue to accrue interest;
(4) that,
unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control
Offer.
In addition,
the notice, if sent prior to the date of the consummation of the Change of Control, will state that the Change of Control Offer is conditioned
on the Change of Control being consummated on or prior to the Change of Control Purchase Date.
(c) If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes of an applicable series validly tender and do not
withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the
Company, as described in clause (d) below, purchases all of the Notes of such series validly tendered and not withdrawn by such
Holders, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, with such notice given not
more than 30 days following the Change of Control Purchase Date, to redeem all Notes of such series that remain Outstanding following
such purchase at a redemption price in cash equal to the Change of Control Purchase Price plus, to the extent not included in the Change
of Control Purchase Price, accrued and unpaid interest, if any, on the Notes of such series that remain Outstanding to, but not including,
the date of redemption (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant Interest
Payment Date).
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(d) The
Company will comply with Rule 14e-l under the Exchange Act, and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase
Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 401,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
this Section 401 by virtue of its compliance with such securities laws and regulations. The Company will not be required to make
a Change of Control Offer upon a Change of Control Repurchase Event with respect to any series of Notes if a third party makes the Change
of Control Offer with respect to such series of Notes in the manner, at the times and otherwise in compliance with the requirements described
in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and
not withdrawn under such Change of Control Offer.
(e) On
the Change of Control Purchase Date with respect to any series of Notes, the Company will, to the extent permitted by law:
(1) accept
for payment all Notes of such series or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control Purchase Price in respect of all
Notes of such series or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes of such series so accepted together with an Officers’ Certificate
to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION 402 Limitation
on Liens. With respect to the Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
As
long as any Notes of any series remain Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, create or
incur any Lien (other than Permitted Liens) on Restricted Property to secure the payment of Indebtedness of the Company or any Restricted
Subsidiary if immediately after the creation or incurrence of such Lien, the aggregate outstanding principal amount of all Indebtedness
of the Company and the Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted Property would exceed
the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company
and the Restricted Subsidiaries (whether or not so secured), unless effective provision is made whereby the Notes of such series (together
with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes of such series, whether then existing
or thereafter created) are secured equally and ratably with (or prior to) such Indebtedness (but only for so long as such Indebtedness
is so secured).
24
SECTION 403 Limitation
on Indebtedness of Restricted Subsidiaries. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 4.09
of the Original Indenture is hereby amended to be replaced with the following:
As
long as any Notes of any series remain Outstanding, the Company will not permit any Restricted Subsidiary to incur any Indebtedness if
immediately after the incurrence of such Indebtedness, the aggregate outstanding principal amount of all Indebtedness of the Restricted
Subsidiaries would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all
Indebtedness of the Company and the Restricted Subsidiaries; provided that in any event, a Restricted Subsidiary may incur Indebtedness
to extend, renew or replace Indebtedness of such Restricted Subsidiary to the extent that the principal amount of the Indebtedness so
incurred does not exceed the principal amount of the Indebtedness extended, renewed or replaced thereby immediately prior to such extension,
renewal or replacement plus any premium, accrued and unpaid interest or capitalized interest payable thereon.
ARTICLE 5
MISCELLANEOUS PROVISIONS
The
Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this Supplemental Indenture or the proper authorization or the due execution hereof by the Company
or for or in respect of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
The
Trustee (which shall be deemed to include the Paying Agent when the Trustee is also acting as a Paying Agent) shall have the right to
accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this
Indenture and delivered using Electronic Means (as defined above); provided, however, that the Company shall provide to the Trustee an
incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person
is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.
The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that
the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency
certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only
Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible
to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt
by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the
Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse
by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting
Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by
the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide
to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the
Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
25
For
purposes of this Supplemental Indenture and the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following
additional rights of the Trustee:
(i) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or
malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
written notice thereof at the designated Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;
(l) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;
(m) the
Trustee may require that the Company deliver a certificate setting forth the names of individuals, and their titles and direct-dial telephone
numbers, of officers authorized at such time to take specified actions pursuant to this Indenture;
(n) the
Trustee shall not be liable for errors in judgment made in good faith unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts; and
(o) the
Trustee may act at the direction of requisite Holders without liability.
This Supplemental
Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
26
Each
of the Company and the Trustee (i) expressly and irrevocably consents to submit itself to the exclusive personal jurisdiction of
the state courts in the Borough of Manhattan in the City of New York in the State of New York, and any federal court located in the Borough
of Manhattan in the City of New York in the State of New York, together with any appellate court therefrom, with respect to all actions
and proceedings arising out of this Indenture or the Notes and (ii) expressly and irrevocably waives (and agrees not to plead or
claim) any objection to the laying of venue of any action or proceeding arising out of this Indenture or the Notes in such court or that
any such action or proceeding brought in any such court has been brought in an inconvenient forum.
This
Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
EACH
OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED
HEREBY.
In
order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related
to the Indenture in effect from time to time (collectively, “Applicable Tax Law”) that a foreign financial institution, issuer,
trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of
the Trustee, to use commercially reasonable efforts to provide to the Trustee, to the extent available, sufficient information about
the parties and/or transactions (including any modification to the terms of such transactions) so that the Trustee can determine whether
it has tax-related obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction
in respect of taxes from payments under the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee
shall not have any liability. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any
“gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted.
The terms of this paragraph shall survive the satisfaction and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
27
IN
WITNESS WHEREOF, the Parties have executed this Supplemental Indenture by their duly authorized signatories as of the date first above
written.
COX COMMUNICATIONS, INC.
By:
/s/
Mark F. Bowser
Name:
Mark F. Bowser
Title:
Executive Vice President and Chief Financial Officer
By:
/s/
Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/
Julic Hoffman-Ramos
Name:
Julic Hoffman-Ramos
Title:
Vice President
[Signature Page to Supplemental Indenture]
EXHIBIT A-l(i)
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER
OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR
ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS
UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S,
AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE
OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
A-1
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CH8
$
COX COMMUNICATIONS, INC.
3.150% Notes due 2024
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] ($ )
on August 15, 2024 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from August 7,
2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on February 15
and August 15 of each year (each, an “Interest Payment Date”), commencing February 15, 2018 at the rate of 3.150%
per annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on the regular record date for such interest, which shall be February 1 or August 1 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant
regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on a subsequent special record date (which shall be not more than 15 days and not
less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall
be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the
date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest
hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.150% Notes due
2024” (the “Notes”), initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Sixteenth
Supplemental Indenture dated as of August 7, 2017 (the “Sixteenth Supplemental Indenture” and, together with the Original
Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New York Mellon Trust Company,
N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder
of the Notes).
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at
a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as
determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive
of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption
Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
20 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date,
this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal
to 100% of the principal amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption
Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means June 15, 2024.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and
Wells Fargo Securities, LLC, and each of their respective successors and (ii) two other nationally recognized investment banking
firms (or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective
successors; provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United
States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
Except
as provided above, this Note is not redeemable by the Company prior to maturity. This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 401(b) of the Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed at least 30 days
but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under
this Note or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder,
by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of
this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s
authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and
transfer(s) unto
Please insert social security number or other
identifying number of assignee:
Please print or
type name and address (including zip code) of assignee:
the within Note and all
rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note of Cox Communications, Inc. on
the books of Cox Communications, Inc. with full power of substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-l(ii)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CJ4
$
COX COMMUNICATIONS, INC.
3.500%
Notes due 2027
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on August 15, 2027 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from August 7, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, payable semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing
February 15, 2018 at the rate of 3.500% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.500% Notes
due 2027” (the “Notes”), initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be
issued under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by
the Sixteenth Supplemental Indenture dated as of August 7, 2017 (the “Sixteenth Supplemental Indenture” and,
together with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New
York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the
sum, as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the
remaining scheduled payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the
Par Call Date), exclusive of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 20 basis points, plus accrued and unpaid interest thereon to, but not including, the
Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or
in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus accrued and
unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par Call Date” means
May 15, 2027.
“Quotation Agent”
means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC, and each of their respective successors and (ii) two other nationally recognized investment banking firms
(or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors;
provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a
“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If money
sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
Except as provided above, this
Note is not redeemable by the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this
Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a
purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a
notice to each Holder, in accordance with Section 401(b) of the Supplemental Indenture, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
In case
an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note
and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned
hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-l(iii)
[FORM OF
FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, REGISTRATION.
THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE
REVERSE HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CK1
$
COX COMMUNICATIONS, INC.
4.600%
Notes due 2047
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on August 15, 2047 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from August 7, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, payable semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing
February 15, 2018 at the rate of 4.600% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “4.600% Notes due
2047” (the “Notes”), initially limited to an aggregate principal amount of $6,000,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the
Sixteenth Supplemental Indenture dated as of August 7, 2017 (the “Sixteenth Supplemental Indenture” and, together
with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New York Mellon
Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder” meaning the registered
holders or registered holder of the Notes).
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the
sum, as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the
remaining scheduled payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the
Par Call Date), exclusive of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 30 basis points, plus accrued and unpaid interest thereon to, but not including, the
Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or
in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus accrued
and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par Call Date” means
February 15, 2047.
“Quotation Agent”
means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC, and each of their respective successors and (ii) two other nationally recognized investment banking firms
(or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors;
provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a
“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If money
sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
Except as provided above, this
Note is not redeemable by the Company prior to maturity. This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this
Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a
purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a
notice to each Holder, in accordance with Section 401(b) of the Supplemental Indenture, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
In case
an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note
and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to
Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification
numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned
hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(i)
[FORM OF
FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER
OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN
THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR
ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES
IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER
THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE,
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE IBE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN
THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
THIS GLOBAL
NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AT9
$
COX COMMUNICATIONS, INC.
3.150%
Notes due 2024
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on August 15, 2024 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from August 7, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, payable semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing
February 15, 2018 at the rate of 3.150% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.150% Notes
due 2024” (the “Notes”), initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be
issued under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by
the Sixteenth Supplemental Indenture dated as of August 7, 2017 (the “Sixteenth Supplemental Indenture” and,
together with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New
York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the
sum, as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the
remaining scheduled payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the
Par Call Date), exclusive of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 20 basis points, plus accrued and unpaid interest thereon to, but not including, the
Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or
in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus accrued
and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par Call Date” means
June 15, 2024.
“Quotation Agent”
means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC, and each of their respective successors and (ii) two other nationally recognized investment banking firms
(or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors;
provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a
“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If money
sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
Except as provided above, this
Note is not redeemable by the Company prior to maturity. This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this
Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a
purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a
notice to each Holder, in accordance with Section 401(b) of the Supplemental Indenture, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
In case
an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note
and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to
Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification
numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned
hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer
said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(ii)
[FORM OF
FACE OF SECURITY] [TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE
WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE,
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE
OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY
ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
THIS GLOBAL
NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO IBE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AU6
$
COX COMMUNICATIONS, INC.
3.500%
Notes due 2027
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which tem1 includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on August 15, 2027 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from August 7, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, payable semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing
February 15, 2018 at the rate of 3.500% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.500% Notes
due 2027” (the “Notes”), initially limited to an aggregate principal amount of $1,000,000,000, all issued or to be
issued under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by
the Sixteenth Supplemental Indenture dated as of August 7, 2017 (the “Sixteenth Supplemental Ihdenture” and,
together with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank ofNew
York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at
a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as
determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled
payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive
of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption
Date on a semiannual basis (assunung a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus
20 basis points, plus accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date,
this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal
to 100% of the principal amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption
Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par Call Date” means
May 15, 2027.
“Quotation Agent”
means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC, and each of their respective successors and (ii) two other nationally recognized investment banking firms
(or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors;
provided, however, that if any of the foregoing shall cease, to be a U.S. government securities dealer in the United States (a
“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If money
sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
Except as provided above, this
Note is not redeemable by the Company prior to maturity. This Note is not subject to any sinking fund.
Upon the
occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 40l(b) of the Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed at least 30 days
but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
In case
an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note
and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to
Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification
numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX
COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized
Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned
hereby sell(s) assign(s) and transfer(s) unto
________________________________________________________________
Please insert social security
number or other identifying number of assignee:
__________________________________________
Please print or type name and
address (including zip code) of assignee:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing ____________attorney to transfer
said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in the premises.
__________________________________________
Dated: _____________________________________
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(iii)
[FORM OF
FACE OF SECURITY] [TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ISSUE
DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE
WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE,
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE
OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY
ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
THIS GLOBAL
NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE SIXTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No.
R-
PRINCIPAL AMOUNT
CUSIP
No. U22018 AV4
$
COX COMMUNICATIONS, INC.
4.600%
Notes due 2047
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on August 15, 2047 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from August 7, 2017 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, payable semiannually on February 15 and August 15 of each year (each, an “Interest Payment Date”), commencing
February 15, 2018 at the rate of 4.600% per annum, until the principal hereof is paid or duly made available for payment. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided
for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “4.600% Notes due
2047” (the “Notes”), initially limited to an aggregate principal amount of $600,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the
Sixteenth Supplemental Indenture dated as of August 7, 2017 (the “Sixteenth Supplemental Indenture” and, together
with the Original Indenture, the “Indenture”), duly executed and delivered by the Company to The Bank of New York Mellon
Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders (the words “Holders” or “Holder” meaning the registered
holders or registered holder of the Notes).
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or in part from time to time,
at a Redemption Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the
sum, as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the
remaining scheduled payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured on the
Par Call Date), exclusive of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 30 basis points, plus accrued and unpaid interest thereon to, but not including, the
Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or
in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus accrued
and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par Call Date” means
February 15, 2047.
“Quotation Agent”
means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC, and each of their respective successors and (ii) two other nationally recognized investment banking firms
(or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors;
provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a
“Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If money
sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption
Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Notice
of any redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered
address.
Except as provided above, this
Note is not redeemable by the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this
Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a
purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a
notice to each Holder, in accordance with Section 40l(b) of the Supplemental Indenture, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will
be mailed at least 30 days but not more than 60 days before the Redemption Date to the Holder hereof at its registered address.
In case
an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes and the Indenture if the
Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest on
the Notes to the Maturity Date.
If money
for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money
must look only to the Company and not to the Trustee for payment.
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director,
officer, employee or stockholder, as such, of the Company shall have any liability for any obligations of the Company under this Note
or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting
this Note, waives and releases all such liability. The waiver and release are part of the consideration for the issue of this Note.
This Note
and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made
or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to
Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification
numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual signature
of one of its authorized officers, or on behalf of the Trustee by the manual signature of an authorized officer of the Trustee’s authenticating
agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
[Remainder of Page Intentionally
Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX
COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This is one of the Notes designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized
Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned
hereby sell(s) assign(s) and transfer(s) unto
________________________________________________________________
Please insert social security
number or other identifying number of assignee:
__________________________________________
Please print or type name and
address (including zip code) of assignee:
__________________________________________
__________________________________________
__________________________________________
__________________________________________
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing _________attorney to transfer
said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in the premises.
__________________________________________
Dated: _____________________________________
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer
Certificate
In connection with a
transfer of any of the $ __________principal amount of the ______% Notes due 20 _____(the “Notes”) of Cox
Communications, Inc. (the “Company”) within the period prior to the expiration of the holding period applicable to
the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”) (or any
successor provision), the undersigned registered owner of this Note hereby certifies with respect to $ __________principal amount of
the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”) for registration of
transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other than that of the
undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive
legend set forth on the face of the Surrendered Notes for the reason checked below:
¨ The transfer of the Surrendered Notes is made to the Company
or any Subsidiary thereof;
¨ The transfer of the Surrendered Notes complies with Rule 144A
under the Securities Act;
¨ The transfer of the Surrendered Notes is pursuant to a registration
statement which has been declared effective under the Securities Act;
¨ The transfer of the Surrendered Notes is pursuant to an offer
and sale to a non-U.S. person that occurs outside
the United States within the meaning of Regulation S under the Securities Act and in accordance with the laws applicable to it in the
jurisdiction in which such purchase is made;
¨ The transfer of the Surrendered Notes is pursuant to another
available exemption from the registration requirements of the Securities Act.
and unless the box below is
checked, the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”).
¨ The transferee is an Affiliate of the Company.
DATE: ____________________
Signature(s)
(If the registered owner is
a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of
Letter to be Delivered by Accredited Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody Road,
NE
Atlanta, Georgia 30328
Attention:
Treasurer
The Bank of New York Mellon
Trust Company, N.A., as Registrar
10161 Centurion Parkway N.
Jacksonville, Florida 32256
Attention: Corporate Trust Office
Dear Sirs:
We
are delivering this letter in connection with the proposed transfer of $ _________ principal amount of the _____%
Notes due 20____ (the “Notes”) of Cox Communications, Inc. (the “Company”).
We hereby confirm that:
(i) we are an “accredited
investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”), or an entity in which all of the equity owners are accredited investors within
the meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional
Accredited Investor’’);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an “accredited investor” within the meaning of Rule 501(a)(7) under
the Securities Act and for each of which we exercise sole investment discretion or (B) we are a “bank,” within the meaning
of Section 3(a)(2) of the Securities Act, or a “savings and loan association” or other institution described in Section 3(a)(5)(A) of
the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole investment
discretion;
(iii) we will acquire Notes having a minimum
principal amount of not less than $100,000 for our own account or for any separate account for which we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain at
all times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in a transaction not involving any public offering within the United
States within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree,
on our own behalf and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such
Notes, or any beneficial interest therein, prior to the end of the period (the “Resale Restriction Period”) from the date
of original issuance until (a) the date that is one year after the later of (x) the date of the original issuance of the
Notes or (y) the last day on which the Issuer or any of its Affiliates was the owner of the Notes, and (b) such later
date, if any, as may be required by applicable laws only:
(1) to the Company or any Subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) pursuant
to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities
Act and in accordance with the laws applicable to us in the jurisdiction in which such purchase is made, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements of the Securities Act.
We acknowledge that the Company,
others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly
in writing if any of our representations or warranties herein ceases to be accurate and complete.
B-2-2
THIS LETTER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name
of Purchaser)
By:
Name:
Title:
Address:
B-2-3
EX-4.15 — EXHIBIT 4.15
EX-4.15
Filename: tm2623711d1_ex4-15.htm · Sequence: 16
Exhibit 4.15
EXECUTION VERSION
COX COMMUNICATIONS, INC.,
as Issuer
COX ENTERPRISES, INC.,
as Guarantor
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
EIGHTEENTH SUPPLEMENTAL
INDENTURE
Dated as of September 17, 2020
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of
Debt Securities designated
1.800% Notes due 2030
2.950% Notes due 2050
EIGHTEENTH SUPPLEMENTAL
INDENTURE, dated as of the 17th day of September, 2020, among COX COMMUNICATIONS, INC., a corporation existing under the laws of the
State of Delaware, having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Company”),
COX ENTERPRISES, INC., a corporation existing under the laws of the State of Delaware, having its principal executive office located
at 6205-A Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association, having a designated corporate trust office located at 500 Ross Street, 12th Floor, Pittsburgh,
Pennsylvania 15262, as trustee (the “Trustee”);
WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture” and,
as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to
time of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt
Securities”), unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in
the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant
to appropriate resolutions of the Company’s Board of Directors, and the Guarantor, pursuant to appropriate resolutions of the Guarantor’s
Board of Directors, have duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture
in order (i) to establish the form and terms of, and to provide for the creation and issuance of, two new series of Debt Securities designated
as the “1.800% Notes due 2030” in the initial aggregate principal amount of $750,000,000 (the “2030 Notes”)
and the “2.950% Notes due 2050” in the initial aggregate principal amount of $750,000,000 (the “2050 Notes”
and, together with the 2030 Notes, the “Notes”) and (ii) to establish the terms of, and to provide for the grant of,
full and unconditional guarantees (the “Guarantees”) by the Guarantor of the Company’s obligations with respect to the
Notes and the Company’s obligations under the Indenture in respect thereof;
WHEREAS, Section 9.01 of the Original
Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent of any
Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities of any series
as permitted by Sections 2.01 and 2.03 of the Original Indenture and to add guarantees with respect to the Debt Securities of any series;
WHEREAS, all things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company
and to make this Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantor, have been done;
NOW, THEREFORE, THIS SUPPLEMENTAL
INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the “1.800%
Notes due 2030” and the “2.950% Notes due 2050” and to provide for the Guarantees in respect thereof and for
and in consideration of the premises and of the covenants contained in
1
the
Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes of
each series, as follows:
ARTICLE 1
DEFINITIONS
AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to each series of Debt Securities (consisting of
the Notes) created hereby and the Guarantees in respect thereof, except as otherwise expressly provided or unless the context otherwise
requires, the terms defined in this Article have the meanings assigned to them in this Article. Each capitalized term that is used
in the Original Indenture and this Supplemental Indenture but not defined herein shall have the meaning specified in the Original Indenture.
“Additional
Notes” has the meaning specified in Section 202 of this Supplemental Indenture.
“Agent
Members” has the meaning specified in Section 209(e)(v) of this Supplemental Indenture.
“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial
interest therein, the rules and procedures of the Depositary for such Note, in each case to the extent applicable to such transaction
and as in effect from time to time.
“Below
Investment Grade Downgrade Event” means, with respect to either series of Notes, the rating on
such Notes is lowered in respect of a Change of Control and such Notes are rated below an Investment Grade Rating by each of the Rating
Agencies on any date from the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending
60 days following consummation of such Change of Control (which period shall be extended until the ratings are announced if, during such
60-day period, the rating of such Notes is under publicly announced consideration for possible downgrade by each of the Rating Agencies);
provided that a Below Investment Grade
Downgrade Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a
particular Change of Control (and thus shall not be deemed a Below Investment Grade Downgrade Event for purposes of the definition of
Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise
apply do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole
or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether
or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Downgrade Event). The Company shall
request the Rating Agencies to make such confirmation in connection with any Change of Control and shall promptly certify to the Trustee
as to whether or not such confirmation has been received or denied.
2
“Business
Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking
institutions or trust companies in The City of New York are authorized or obligated by law to close.
“Capital
Stock” of any Person means any and all shares, interests, participations, rights in or other
equivalents (however designated) of such Person’s capital stock, other equity interests whether now outstanding or issued after
the Issue Date, partnership interests (whether general or limited), limited liability company interests, any other interest or participation
that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person,
including any preferred stock, and any rights (other than debt securities convertible into, or exchangeable for or valued by reference
to, Capital Stock until and unless any such debt security is converted into Capital Stock), warrants or options exchangeable for or convertible
into such Capital Stock.
“cash”
means U.S. legal tender.
“Certificated
Notes” means the Notes issued in certificated, registered form without interest coupons and not
required to bear the Legend set forth in Section 207(a)(ii) of this Supplemental Indenture.
“Change
of Control” means the occurrence of any of the following events:
(1) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the Company;
(2) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of merger or consolidation) all or substantially
all of its and its Subsidiaries’ assets taken as a whole to any Person, other than any such transaction where:
(A) the transferee is a Person controlled,
directly or indirectly, by one or more Permitted Holders; or
(B) following such transaction, each transferee
becomes an obligor in respect of the Notes and either (i) each transferee is or becomes
a Subsidiary of the transferor of such assets or (ii) the holders of the Voting Stock
of the Company immediately prior to such transaction own, directly or indirectly, not less
than a majority of the Voting Stock of the transferee immediately after such transaction;
3
(3) the
Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company, in any
such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where:
(A) the surviving corporation is a Person controlled, directly or indirectly,
by one or more Permitted Holders; or
(B) (i) the outstanding Voting Stock of the Company is changed
into or exchanged for Voting Stock of the surviving corporation (or any direct or indirect parent company of the surviving corporation)
and (ii) the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less
than a majority of the Voting Stock of the surviving corporation immediately after such transaction; or
(4) the adoption of a plan relating to the liquidation or dissolution
of the Company.
Notwithstanding
the foregoing, a transaction will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly owned
subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such transaction
own, directly or indirectly, at least a majority of the Voting Stock of such holding company.
“Change
of Control Repurchase Event” means, with respect to either series of Notes, the occurrence of
a Change of Control together with a Below Investment Grade Downgrade Event with respect to such series of Notes. Notwithstanding the
foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.
“Clearstream”
means Clearstream Banking, S.A. (formerly Cedelbank).
“Corporate
Trust Office” means 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262 or such other
address as the Trustee may designate from time to time by notice to the Holders and the Company, or the principal corporate trust office
of any successor Trustee (or such other address as such successor Trustee may designate from time to time by notice to the Holders and
the Company).
“Cox
Descendants” means the lineal descendants of Governor James M. Cox.
“Cox
Family Charities” means charitable organizations of which Cox Family Individuals constitute at
least a majority of the trustees, members or directors thereof.
“Cox
Family Individuals” means (a) the Cox Descendants and (b) the spouses and surviving
spouses of Cox Descendants.
4
“Cox
Family Members” means (a) Cox Family Individuals, (b) Cox Family Trusts, (c) Cox
Family Charities or (d) corporations, partnerships, limited partnerships, limited liability companies or any other Person beneficially
owned in whole or in part by one or more Cox Family Individuals or Cox Family Trusts or Cox Family Charities; provided that, with
respect to clauses (b) and (d), in the case of a Cox Family Trust, a majority of the trustees are Cox Family Individuals, in the
case of a general or limited partnership, Cox Family Individuals own, directly or indirectly, more than 50% of the interests or general
partner interests, in the case of a limited liability company, Cox Family Individuals hold, directly or indirectly, more than 50% of
the vote of the managers, and in the case of any other Person, one or more Cox Family Individuals is the “beneficial owner”
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock, measured
by voting power rather than number of shares, of such Person.
“Cox
Family Trusts” means trusts established by or for the benefit of any one or more Cox Family Individuals.
“Credit
Agreement” means the Second Amended and Restated Credit Agreement dated as of November 10,
2010, and as amended and restated as of March 28, 2014 and December 13, 2018 (and as may be further amended, supplemented or
otherwise modified from time to time), among the Company, the Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders from time to time party thereto.
“Debt
Securities” has the meaning specified in the first recital hereof.
“Depositary”
means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof,
until a successor shall have been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary”
shall mean or include such successor and any nominee thereof.
“Distribution
Compliance Period” means the 40-day distribution compliance period as defined in Regulation S,
or such later date, if any, as may be required by applicable laws.
“DTC”
means The Depository Trust Company.
“Electronic
Means” shall mean the following communications methods: S.W.I.F.T., e-mail, facsimile transmission,
secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee,
or another method or system specified by the Trustee as available for use in connection with its services hereunder.
“Euroclear”
means the Euroclear Bank SA/NV.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Fitch”
means Fitch Ratings, Inc. or any successor to the rating agency business thereof.
“Global
Note” means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of
this Supplemental Indenture, and deposited with or on behalf of the Depositary.
5
“Guarantee”
or “Guarantees” has the meaning specified in
the recitals hereof.
“Guarantor”
has the meaning specified in the first paragraph hereof.
“Holder”
and “Noteholder,” in the case of any Note,
means the Person in whose name such Note is registered in the Debt Security Register.
“Institutional
Accredited Investor” means an institutional “accredited investor” as defined in Rule 501(a)(l), (2), (3) and (7) under the Securities Act.
“Interest
Payment Date,” in respect of any Note, has the meaning assigned to it in such Note.
“Investment
Grade Rating” means (a) with respect to Moody’s, a rating equal to or higher than
Baa3 (or the equivalent), and (b) with respect to S&P and Fitch, a rating equal to or higher than BBB- (or the equivalent) (or,
in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment
grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
“Issue
Date” means September 17, 2020.
“Legend”
means the Transfer Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
“Moody’s”
means Moody’ s Investors Service, Inc. or any successor to the rating agency business thereof.
“Notes”
has the meaning specified in the recitals hereof.
“Permitted
Holders” means (a) the Cox Family Members, (b) the Guarantor and its affiliates, including
any successor Person to the Guarantor that owns, directly or indirectly, 100% of the Capital Stock of the Company and such successor
Person’s affiliates, and (c) any “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) of the foregoing with respect to which any such Persons exercise a majority of voting power.
“Purchase
Agreement” means the Purchase Agreement, dated September 10, 2020, among the Company and
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, acting as representatives on behalf of the
Initial Purchasers (as defined therein).
“Qualified
Institutional Buyer” has the meaning specified in Rule 144A.
“Rating
Agencies” means:
(1) S&P;
(2) Moody’s; and
(3) Fitch;
6
provided,
that if S&P, Moody’s or Fitch or all three shall
not make a rating of the Notes of either series publicly available, a “nationally recognized statistical rating organization”
within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company, which shall be substituted for S&P, Moody’
s or Fitch or all three, as the case may be.
“Redemption
Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption
in accordance with the terms of such Note and Article III of the Original Indenture.
“Redemption
Price”, with respect to any Note or portion thereof to be redeemed, means the price at which
it is to be redeemed as determined in accordance with the terms of the applicable Note and Article III of the Original Indenture.
“Regulation
S” means Regulation S under the Securities Act.
“Regulation
S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note,
as applicable.
“Regulation
S Permanent Global Note” means a permanent Global Note in the form of the Note attached hereto
as Exhibits A-2(i) or A-2(ii), as applicable, and that is deposited with and registered in the name of the Depositary, issued in
a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Distribution
Compliance Period.
“Regulation
S Temporary Global Note” means a temporary Global Note in the form of the Note attached hereto
as Exhibit A-2(i) or A-2(ii), as applicable, and that is deposited with and registered in the name of the Depositary, representing
Notes sold in offshore transactions in reliance on Regulation S.
“Resale
Restriction Termination Date” means (1) in the case of U.S. Global Notes, the date that
is one year after the latest of (a) the Issue Date, (b) the original issue date of the issuance of any Additional Notes of
such series and (c) the last date on which the Company or any of its Affiliates were the owner of such Notes or, in the case of
Regulation S Notes, the date that is 40 days after the latest of (a) the Issue Date, (b) the original issue date of the issuance
of any Additional Notes of such series and (c) the date on which such Notes were first offered to persons other than distributors
in reliance on Regulation S and (2) such later date, if any, as may be required by applicable laws.
“Restricted
Note” means a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of
this Supplemental Indenture and set forth on the forms of Notes attached as Exhibits A-1(i), A-1(ii), A-2(i) or A-2(ii), as applicable,
to this Supplemental Indenture.
“Rule 144A”
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from
time to time.
“S&P”
means S&P Global Ratings, a division of S&P Global, Inc., or any successor to the rating
agency business thereof.
7
“Securities
Act” means the Securities Act of 1933, as amended.
“Supplemental
Indenture” means this Eighteenth Supplemental Indenture.
“Termination
Date” has the meaning set forth in Section 501(f) of this Supplemental Indenture.
“Transfer
Restriction Legend” has the meaning specified in Section 207(c) of this Supplemental
Indenture.
“Trustee”
has the meaning specified in the first paragraph hereof.
“U.S.
Global Note” means a Global Note in the form of the Note attached hereto as Exhibits A-l(i) or
A- l(ii), as applicable, to this Supplemental Indenture, and that is deposited with and registered in the name of the Depositary, representing
Notes sold in reliance on Rule 144A.
“Voting
Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which
the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors,
managers or trustees of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have
or might have voting power by reason of the happening of any contingency).
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the
extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
This
Supplemental Indenture amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture,
to which provisions reference is hereby made. For the avoidance of doubt, the provisions of Section 206 hereof amend Section 3.03
of the Original Indenture as set forth in such Section 206; the provisions of Section 210 hereof amend Section 6.01 of
the Original Indenture as set forth in such Section 210; the provisions of Section 211 hereof amend Section 7.06 of the
Original Indenture as set forth in such Section 211; the provisions of Section 212 hereof amend Section 7 .07 of the Original
Indenture as set forth in such Section 212; the provisions of Section 213 hereof amend Section 7.08 of the Original Indenture
as set forth in such Section 213; the provisions of Sections 214 and 215 hereof amend Section 9.01 of the Original Indenture
as set forth in such Sections 214 and 215; the provisions of Article 3 hereof replace the provisions of Section 5.03 of the
Original Indenture in their entirety; the provisions of Section 402 hereof replace the provisions of Section 4.08 of this Original
Indenture in their entirety; the provisions of Section 403 hereof replace the provisions of Section 4.09 of the Original Indenture
in their entirety; and the provisions of Article 6 hereof amend the provisions of Section 7.02 of the Original Indenture as
set forth in such Article 6.
8
The
amendments and supplements to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture
shall be applicable only with respect to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental Indenture
and the Guarantees in respect thereof, and shall not apply to any other Debt Securities that have been or may be issued under the Original
Indenture unless a supplemental indenture with respect to such other Debt Securities specifically incorporates such amendments, supplements
and replacements.
The provisions
of Article XI of the Original Indenture shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The 2030 Notes and 2050 Notes shall be known and designated as the “l.800% Notes due 2030” and the “2.950%
Notes due 2050” of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited
to $750,000,000 for the 2030 Notes and $750,000,000 for the 2050 Notes, in each case, except for Notes
authenticated and delivered upon registration of, transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07,
2.08, 2.09 or 9.04 of the Indenture, or upon repayment in part of any 2030 Note or 2050 Note pursuant to Article III of the Original
Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Supplemental Indenture
but without the consent of the Holders of any series of Notes, create and issue pursuant to this Supplemental Indenture an unlimited
principal amount of additional Notes of such series (in excess of any amounts theretofore issued) having the same terms and conditions
to those of the other outstanding Notes of such series (“Additional Notes”); provided that
any such Additional Notes (i) may have a different issue date and issue price from other outstanding Notes of such series and (ii) may
have a different amount of interest payable on the first Interest Payment Date after issuance than the amount payable on other outstanding
Notes of such series; provided further, that in the event such Additional Notes are not fungible
with the applicable Notes issued on the Issue Date for U.S. federal income tax purposes, such Additional Notes will be issued with a
separate CUSIP number.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2030 Notes shall be October 1, 2030. The Stated Maturity of the 2050 Notes shall be
October 1, 2050.
SECTION 204 Interest.
(a) The
2030 Notes shall bear cash interest at the rate of 1.800% per annum from September 17, 2020 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on April 1 and October 1 of each
year, beginning on April 1, 2021, to the Persons in whose names such Notes are registered at the close of business on the immediately
preceding March 15 or September 15, as the case may be, whether or not a Business Day. Interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months.
9
(b) The
2050 Notes shall bear cash interest at the rate of 2.950% per annum from September 17, 2020 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on April 1 and October 1 of each
year, beginning on April 1, 2021, to the Persons in whose names such Notes are registered at the close of business on the immediately
preceding March 15 or September 15, as the case may be, whether or not a Business Day. Interest on the Notes will be computed
on the basis of a 360-day year of twelve 30-day months.
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in the City of New York designated
for such purpose; provided that, with respect
to definitive Certificated Notes only, payment of interest, other than interest payable at Stated Maturity or upon redemption, may be
made at the option of the Company, by the Trustee to the address of the Person entitled as shown on the register for such Debt Securities.
(b) If
any date of Stated Maturity, Redemption Date or Interest Payment Date falls on a day that is not a Business Day, the required payment
shall be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date
and the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price. If
the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest Payment
Date will be reduced by the amount of interest accrued to the Redemption Date. In connection with any redemption, notice of the redemption
will be delivered at least 15 days but not more than 60 days prior to the applicable Redemption Date to the Holders of the Notes of such
series by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register
or otherwise in accordance with the procedures of DTC. Without limiting the other provisions of Section 3.03 of the Original Indenture,
any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent,
and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the
nature of such conditions precedent. At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide the Trustee with the information required by this
Section and the Original Indenture relating to such redemption.
10
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-l(i), A- l(ii), A-2(i) or A-2(ii), as applicable.
The Notes are
being offered and sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
Notes
offered and sold in offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially
in the form of one or more Regulation S Temporary Global Notes in definitive fully registered form without interest coupons, deposited
on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of
Euroclear and Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of a written
certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream, if available, certifying
that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation
S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership
interest in a U.S. Global Note bearing a Legend, all as contemplated by Section 209(a)(iii) hereof).
Following
the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged
for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication
of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount
of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased
by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
11
Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent
the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal
amount of a Global Note representing the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented
thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof
and shall be made on the records of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The
Company shall execute and the Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture,
authenticate and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall
be delivered by the Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially
to the following effect:
“UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
“TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE EIGHTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be
entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests in a Global Note transferred
to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered form without interest
coupons.
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(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the “Transfer Restriction Legend”) in
substantially the following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective
under the Securities Act:
“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
“THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER
IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF U.S. GLOBAL NOTES: ONE
YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON
WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IN THE
CASE OF REGULATION S GLOBAL NOTES: 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL
ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY
THEREOF, (B) FOR SO LONG AS THE SECURlTIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S,
AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE
OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE
OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN
THE CASE OF REGULATION S GLOBAL NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS
IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION
S UNDER THE SECURITIES ACT.
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“IN
THE CASE OF REGULATION S TEMPORARY GLOBAL NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER
THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS
PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.”
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of such Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as the
case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an opinion of
counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on transfer set
forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under
the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under the Securities Act or
that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i) provision
of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale or exchange of such
Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction of the Company,
shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note and the Note is
subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
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The
Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on
transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including
transfers between or among the Depositary’s participants or beneficial owners of interest in any Global Note) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required
by the terms of, this Supplemental Indenture and to examine the same to determine substantial compliance as to form with the express
requirements hereof.
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply
with Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall
comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than
the Depositary or a nominee thereof, and no such transfer to any such other Person may be registered; provided that
this clause (i) shall not prohibit any transfer of a Note that is issued in exchange for a Global Note but is not itself a Global
Note. No transfer of a Note to any Person shall be effective under the Indenture or the Notes unless and until such Note has been registered
in the name of such Person. Nothing in this Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Note effected in accordance with the other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest
in a Global Note may not be exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a request for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated
Note in the form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
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(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend,
then the Trustee
shall cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal
amount of the Certificated Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account
of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated
Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant
to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144
(if available).
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(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to
register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the
Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met;
provided, however, that the Certificated Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without transfer,
a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in
the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel
or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Transfer Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note
may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt
by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the
Trustee, together with:
(x) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(y) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
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then the Trustee
shall cancel such Certificated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures
existing between the Depositary and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased
by the aggregate principal amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of
the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated
Note so cancelled. If no Global Notes are then Outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt
of a Company Order, a new Global Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate when
such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be transferred in
compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to
the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company,
the Trustee and the Registrar and in form acceptable to the Company, to the effect that the transfer of such Note has been made in compliance
with Rule 144 or such successor provision), be exchanged for a new Note, of like tenor and aggregate principal amount, which shall
not bear the Transfer Restriction Legend. The Company shall inform the Trustee of the effective date of any registration statement registering
the Notes under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
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(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided
that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated
by the Depositary in the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue as depositary
for such Global Note or the Depositary has ceased to be a “clearing agency” registered under the Exchange Act, and a successor
Depositary is not appointed by the Company within 90 days or (B) an Event of Default has occurred and is continuing with respect
to the Notes. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global
Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary.
Prior to the issuance of Certificated Notes in exchange for any beneficial interests in a Regulation S Global Note, the holder of such
beneficial interests shall, as a condition to such exchange, certify in a form satisfactory to the Company that such holder is a non-U.S.
person (as that term is defined in Regulation S under the Securities Act) or a U.S. person who purchased such beneficial interest in
a transaction that did not require registration under the Securities Act. In the event that Certificated Notes are issued in respect
of beneficial interests in a Regulation S Global Note at any time prior to the end of the Distribution Compliance Period (other than
in a transaction subject to Rule 144A), the Company shall as promptly as practicable, institute procedures, including appropriate
certifications, reasonably designed to ensure that any transfer of such Certificated Notes prior to the end of the Distribution Compliance
Period is made only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant
to an exemption from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable Legend. Any Global
Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to
be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender
or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or
an authorized representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
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(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor
any other Persons on whose behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered
in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case
may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such
Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any
agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary
or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an
Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Events
of Default. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture
is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting
in its place the following:
then and in
each and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries
only), (h) (with respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time
Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of
that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the
principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount
as may be specified in the terms of that series) and interest on all the Debt Securities of that series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt
Securities or Coupons appertaining thereto of that series contained to the contrary notwithstanding.
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SECTION 211 Compensation
and Reimbursement. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original
Indenture is hereby amended to be replaced with the following:
The
Company covenants and agrees to pay in Dollars to the Trustee such compensation as the Company and the Trustee shall from time to time
agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the
Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any
of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys
and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advances as may arise from its negligence
or wilful misconduct. The Company also covenants to indemnify in Dollars each of the Trustee (which shall be deemed to include its officers,
directors, employees, and agents) or any predecessor Trustee for, and to hold it harmless against, any loss, damage, claim, liability
or expense, including the reasonable fees and expenses of counsel, and taxes (other than taxes based upon, measured by or determined
by the income of the Trustee) incurred without negligence or wilful misconduct on the part of the Trustee, arising out of or in connection
with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations
of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee
and/or the satisfaction and discharge of this Indenture. The Company and the Holders agree that such additional indebtedness shall be
secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee,
as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities
and Coupons.
SECTION 212 Right
of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. With respect to the Notes, Section 7.07
of the Original Indenture is hereby amended to be replaced with the following:
Except
as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee, and such certificate shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture.
SECTION 213 Separate
Trustee; Replacement of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be
replaced with the following:
The
Company may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect
to one or more or all series of Debt Securities at any time by giving 30 days’ notice to the Company. The Holders of a majority
in principal amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying
the Trustee and may appoint a successor Trustee with 30 days’ notice. The Company shall remove the Trustee with 30 days’
notice if:
(1) the Trustee fails to comply with Section 7.10;
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(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee
or its property; or
(4) the Trustee otherwise becomes incapable of acting.
If
the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular
series and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.
No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment
by the successor Trustee in accordance with the applicable requirements of this Section 7.08.
A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation
or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of
the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders of Debt Securities of each applicable
series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien
provided for in Section 7.06.
If
a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 25% in principal amount of the Debt Securities of any applicable series may petition, at the expense of the Company, any court
of competent jurisdiction for the appointment of a successor Trustee for the Debt Securities of such series.
If
the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series.
Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue
for the benefit of the retiring Trustee.
In
the case of the appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the
Company, any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall
execute and deliver an indenture supplemental hereto (1) which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as
to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to
or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trustee
hereunder by more than one trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees
co-trustees of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee.
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SECTION 214 With
respect to the Notes, Section 9.0l(f) of the Original Indenture is hereby deleted in its entirety and replaced with “[Reserved]”
in lieu thereof.
SECTION 215 With
respect to the Notes, the last paragraph of Section 9.01 of the Original Indenture is hereby deleted in its entirety and replaced
with the following:
After an
amendment under the Indenture becomes effective with respect to the Notes of a particular series, the Company is required to deliver
to Holders of the Notes of such series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder
appearing in the security register or otherwise in accordance with the procedures of DTC, a notice briefly describing such amendment.
However, the Company’s failure to give such notice to all Holders of the Notes of such series, or any defect in such notice, will
not impair or affect the validity of the amendment.
ARTICLE 3
REPORTS
BY THE COMPANY
So long as
any of the Debt Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, the Company will, during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt
from such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each
Holder of Notes and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective
purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
ADDITIONAL
COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase Event.
(a) If
a Change of Control Repurchase Event occurs with respect to either series of Notes, each Holder of the Notes of such series will have
the right to require that the Company purchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess
thereof) of such Holder’s Notes of such series pursuant to a Change of Control offer (a “Change of Control Offer”)
on the terms set forth in this Supplemental Indenture, except that the Company shall not be obligated
to repurchase the Notes of such series pursuant to this Section 401 in the event that the Company has exercised the right to redeem
all of the Notes of such series as described in Section 206. In the Change of Control Offer with respect to either series of Notes,
the Company will offer to purchase all of the Notes of such series at a purchase price (the “Change of Control Purchase
Price”) in cash in an amount equal to 101% of the principal amount of such series of Notes, plus
accrued but unpaid interest, if any, to, but not including, the date of purchase (the “Change of Control Purchase Date”)
(subject to the rights of Holders of record on the relevant record date to receive interest due on
the relevant Interest Payment Date if such Notes have not been repurchased prior to such record date).
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(b) Within
30 days after any Change of Control Repurchase Event with respect to either series of Notes or, at the Company’s option, prior
to such Change of Control but after the public announcement of such pending Change of Control, the Company must notify the Trustee of
such series of Notes and give written notice of the Change of Control Repurchase Event to the Trustee and each Holder of Notes of such
series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register
or otherwise in accordance with the procedures of DTC. The notice must state, among other things:
(1) that
a Change of Control Repurchase Event has occurred or may occur with respect to such series of Notes and the date of such event;
(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 15 days nor later than 60
days from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3) that
any Note not tendered will continue to accrue interest;
(4) that,
unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control
Offer.
In addition,
the notice, if sent prior to the date of the consummation of the Change of Control, will state that the Change of Control Offer is conditioned
on the Change of Control being consummated on or prior to the Change of Control Purchase Date.
(c) If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes of an applicable series validly tender and do not
withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the
Company, as described in clause (d) below, purchases all of the Notes of such series validly tendered and not withdrawn by such
Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, with such notice given not
more than 30 days following the Change of Control Purchase Date, to redeem all Notes of such series that remain Outstanding following
such purchase at a redemption price in cash equal to the Change of Control Purchase Price plus, to the extent not included in the Change
of Control Purchase Price, accrued and unpaid interest, if any, on the Notes of such series that remain Outstanding to, but not including,
the date of redemption (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant Interest
Payment Date).
24
(d) The
Company will comply with Rule 14e-l under the Exchange Act, and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase
Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 401,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
this Section 401 by virtue of its compliance with such securities laws and regulations. The Company will not be required to make
a Change of Control Offer upon a Change of Control Repurchase Event with respect to either series of Notes if a third party makes the
Change of Control Offer with respect to such series of Notes in the manner, at the times and otherwise in compliance with the requirements
described in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.
(e) On
the Change of Control Purchase Date with respect to either series of Notes, the Company will, to the extent permitted by law:
(1) accept
for payment all Notes of such series or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control Purchase Price in respect of all
Notes of such series or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes of such series so accepted together with an Officers’ Certificate
to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION 402 Limitation
on Liens. With respect to the Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
As
long as any Notes of any series remain Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, create, incur
or assume any Lien (other than Permitted Liens) on Restricted Property to secure the payment of Indebtedness of the Company or any Restricted
Subsidiary if immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount of all
Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted Property
would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness
of the Company and its Restricted Subsidiaries (whether or not so secured), unless effective provision is made whereby the Notes of such
series (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes of such series, whether
then existing or later created) are secured equally and ratably with (or prior to) such Indebtedness (but only for so long as such Indebtedness
is so secured).
25
SECTION 403
Limitation on Indebtedness of Restricted Subsidiaries. For purposes of this Supplemental
Indenture and the Notes issued hereunder, Section 4.09 of the Original Indenture is hereby amended to be replaced with the following:
As
long as any Notes of any series remain Outstanding, the Company will not permit any Restricted Subsidiary to incur or assume any Indebtedness
if immediately after the incurrence or assumption of such Indebtedness, the aggregate outstanding principal amount of all Indebtedness
of the Restricted Subsidiaries would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal
amount of all Indebtedness of the Company and its Restricted Subsidiaries; provided that
in any event, a Restricted Subsidiary may incur Indebtedness to extend, renew or replace Indebtedness of such Restricted Subsidiary to
the extent that the principal amount of the Indebtedness so incurred does not exceed the principal amount of the Indebtedness extended,
renewed or replaced thereby immediately prior to such extension, renewal or replacement plus any premium, accrued and unpaid interest
or capitalized interest payable thereon.
ARTICLE 5
SECTION 501 Guarantee.
(a) The
Guarantor hereby fully and unconditionally guarantees the Notes of each series and the obligations of the Company thereunder and under
the Indenture, and guarantees to each Holder of a Note of such series authenticated and delivered by the Trustee, and to the Trustee
on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the Notes of such series will be paid
in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become
due but for the operation of any automatic stay provision of any federal bankruptcy law), together with interest on the overdue principal,
if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee
under the Indenture or the Notes of such series will be paid in full or performed, all in accordance with the terms of the Indenture
and the Notes of such series; and (ii) in case of any extension of time of payment or renewal of any Notes of such series or of
any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise.
(b) The
Guarantor hereby agrees that, upon the occurrence of an Event of Default in payment of principal (or premium, if any) or interest on
an applicable series of Notes, whether at Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, a Holder of such Notes of such series, subject to the terms and conditions set forth in the Indenture,
directly against the Guarantor to enforce the Guarantee without first proceeding against the Company or any other guarantor. The Guarantor
agrees that if, after the occurrence and during the continuance of an Event of Default with respect to an applicable series of Notes,
the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity
of the Notes of such series, to collect interest on the Notes of such series, or to enforce or exercise any other right or remedy with
respect to the Notes of such series, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the
amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any
of the Holders.
26
(c) With
respect to an applicable series of Notes, unless and until the Termination Date (as defined herein) has occurred, or the Guarantor shall
be released in accordance with Section 504 of this Supplemental Indenture, to the fullest extent permitted by applicable law, the
Guarantor shall remain obligated hereunder and the Guarantee shall remain in full force and effect and continue to be effective should
any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment
for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets,
and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Notes of such series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on the Notes of such series, whether as a “voidable preference”, “fraudulent transfer”
or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Notes of such series shall, to the fullest extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.
(d) To
the fullest extent permitted by applicable law, the Guarantor waives diligence, presentment, protest and notice of protest, demand for
payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Company’s
obligations under any series of Notes and under the Indenture, and any defense arising by reason of any disability or other defense of
the Company or the Guarantor with respect to such obligations (other than the defense that the Termination Date has occurred or the Guarantor
has been released in accordance with Section 504 of this Supplemental Indenture). The Guarantor understands and agrees that the
Guarantee contained in this Article 5 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance
and not merely of collectability, and its Guarantee of a particular series of Notes and the obligations of the Company under the Indenture
hereunder shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims
or defenses that it might otherwise have (now or in the future) with respect to each of the following (whether or not the Guarantor has
knowledge thereof): (i) the validity, regularity or enforceability of the Notes of such series or the Indenture or the absence of
any action to enforce the same, (ii) the recovery of any judgment against the Company or any action to enforce the same, (iii) any
renewal, extension or acceleration of, or any increase in the amount of the Company’s obligations under such series of Notes and
under the Indenture (whether or not any increase is committed, contemplated or provided for by the Indenture or the Notes of such series
on the date hereof), (iii) any failure, omission or delay in enforcement (by agreement or otherwise), or the stay or enjoining (by
court order, operation of law or otherwise) of the exercise of enforcement, of any claim or demand or any right, power or remedy (whether
arising under the Indenture or the Notes of such series, at law, in equity or otherwise) with respect to the Company’s obligations
under such series of Notes and under the Indenture or (iv) any other circumstance whatsoever (with or without notice to or knowledge
of the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Guarantor under the
Guarantee contained in this Article 5, in bankruptcy or in any other instance (in each case, other than the occurrence of the Termination
Date or the release of the Guarantor in accordance with Section 504 of this Supplemental Indenture).
27
(e) The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand (i) subject
to the terms and provisions of this Supplemental Indenture, the maturity of the obligations under an applicable series of Notes guaranteed
hereby may be accelerated as provided in Article VI of the Original Indenture for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in
the event of any acceleration of such obligations as provided in Article VI of the Original Indenture, such obligations (whether
or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee.
(f) Subject
to Section 504 of this Supplemental Indenture, the Guarantee of a series of Notes contained in this Article 5 shall remain
in full force and effect until all the obligations of the Company under such series of Notes and under the Indenture shall have been
satisfied by payment in full (such date, the “Termination Date”).
(g) The
Guarantee by the Guarantor of a series of Notes shall be independent of and shall not be affected by the Guarantee by the Guarantor of
any other series of Notes or other Debt Securities issued under the Indenture.
SECTION 502 Subrogation.
The Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by the Guarantor pursuant
to its Guarantee; provided, however, that if an Event of Default has occurred and is continuing
with respect to a series of Notes, the Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon,
such right of subrogation until all amounts then due and payable by the Company under the Indenture or the applicable series of Notes
shall have been paid in full.
SECTION 503 Reinstatement.
Subject to Section 504 of this Supplemental Indenture, the Guarantee of a series of Notes contained in this Article 5 shall
continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Company’s
obligations with respect to such series of Notes or the Indenture is rescinded or must otherwise be restored or returned by the Trustee
or any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor, or upon or as a result of
the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Guarantor or any substantial part
of its property, or otherwise, all as though such payments had not been made.
SECTION 504 Release
of Guarantee. (a) The Guarantor shall, upon the occurrence of any of the following events, be automatically and unconditionally
released and discharged from all obligations with respect to the Notes of an applicable series, the Indenture and the Guarantee of such
series of Notes without any action required on the part of the Trustee or any Holder:
(i) on
the Termination Date;
(ii) upon
the termination or release of the Company’s guarantee of the Guarantor’s obligations under the Credit Agreement;
28
(iii) upon
any covenant defeasance or legal defeasance with respect to such series of Notes and the Indenture, or upon the discharge of the Company’s
obligations with respect to such series of Notes and obligations under the Indenture in accordance with its terms;
(iv) upon
(A) the consolidation or merger by the Company with or into any Person or (B) the conveyance, transfer or lease of all or substantially
all the assets of the Company, in a transaction that complies with the Indenture, such that the Company ceases to be a subsidiary of
the Guarantor; or
(v) upon
(A) the consolidation or merger by the Guarantor with or into any Person or (B) the conveyance, transfer or lease of all or
substantially all the assets of the Guarantor, such that the Company ceases to be a subsidiary of the Guarantor.
The
release of the Guarantor’s Guarantee of an applicable series of Notes hereunder shall be independent of and shall not be affected
by the release of the Guarantor’s Guarantee of any other series of Notes or other Debt Securities issued under the Indenture.
SECTION 505 Execution
and Delivery. The Guarantor hereby agrees that the Guarantee of an applicable series of Notes will remain in full force and effect
notwithstanding any failure to endorse on each Note of such series a notation of such Guarantee.
ARTICLE
6
MISCELLANEOUS
PROVISIONS
The
Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in respect
of, the validity or sufficiency of this Supplemental Indenture or the Guarantees or the proper authorization or the due execution hereof
by the Company or the Guarantor or for or in respect of the recitals and statements contained herein, all of which recitals and statements
are made solely by the Company.
The
Trustee (which shall be deemed to include the Paying Agent when the Trustee is also acting as a Paying Agent) shall have the right to
accept and act upon instructions, including funds transfer instructions (“Instructions”) given
pursuant to this Indenture and delivered using Electronic Means (as defined above); provided, however, that the Company shall provide
to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized
Officers”) and containing specimen signatures of such Authorized Officers,
which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company
elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions,
the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee
cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions
that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by
such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the
Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable
user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions
notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume
all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of
the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully
informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that
there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security
procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree
of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any
compromise or unauthorized use of the security procedures.
29
For
purposes of this Supplemental Indenture and the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following
additional rights of the Trustee:
(i) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, epidemics
or pandemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
written notice thereof at the designated Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;
(l) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;
(m) the
Trustee may require that the Company deliver a certificate setting forth the names of individuals, and their titles and direct-dial telephone
numbers, of officers authorized at such time to take specified actions pursuant to this Indenture;
30
(n) the
Trustee shall not be liable for errors in judgment made in good faith unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts; and
(o) the
Trustee may act at the direction of requisite Holders without liability.
For
purposes of this Supplemental Indenture and the Notes, Section 2.04 of the Original Indenture is hereby amended as follows:
(a) the
Company shall be permitted to execute the Notes by manual, facsimile or electronic signature (so long as such electronic signature is
a true representation of the actual signature of such officer); and
(b) the
Trustee shall be permitted to authenticate the Notes by manual, facsimile or electronic signature.
This
Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
Each
of the Company, the Guarantor and the Trustee (i) expressly and irrevocably consents to submit itself to the exclusive personal
jurisdiction of the state courts in the Borough of Manhattan in the City of New York in the State of New York, and any federal court
located in the Borough of Manhattan in the City of New York in the State of New York, together with any appellate court therefrom, with
respect to all actions and proceedings arising out of this Indenture, the Notes or the Guarantees and (ii) expressly and irrevocably
waives (and agrees not to plead or claim) any objection to the laying of venue of any action or proceeding arising out of this Indenture,
the Notes or the Guarantees in such court or that any such action or proceeding brought in any such court has been brought in an inconvenient
forum.
This
Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument. Any such counterparts may be executed manually, electronically
or by facsimile.
EACH
OF THE COMPANY, THE GUARANTOR, THE TRUSTEE AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.
In
order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related
to the Indenture in effect from time to time (collectively, “Applicable Tax Law”) that a foreign financial institution, issuer,
trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of
the Trustee, to use commercially reasonable efforts to provide to the Trustee, to the extent available, sufficient information about
the parties and/or transactions (including any modification to the terms of such transactions) so that the Trustee can determine whether
it has tax-related obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction
in respect of taxes from payments under the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee
shall not have any liability. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any
“gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted.
The terms of this paragraph shall survive the satisfaction and discharge of the Indenture.
[SIGNATURE
PAGES FOLLOW]
31
IN
WITNESS WHEREOF, the Parties have executed this Supplemental Indenture by their duly authorized signatories as of the date first above
written.
COX COMMUNICATIONS, INC., as Issuer
By:
/s/ R. Perley McBride
Name:
Perley McBride
Title:
Executive Vice President & Chief Financial
Officer
[Signature Page to
Eighteenth Supplemental Indenture]
COX COMMUNICATIONS, INC., as Issuer
By:
/s/ Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to
Eighteenth Supplemental Indenture]
COX ENTERPRISES, INC., as Guarantor
By:
/s/
Maria L. Friedman
Name:
Maria L. Friedman
Title:
Sr. Vice President, Tax and Treasury Services
[Signature Page to
Eighteenth Supplemental Indenture]
COX ENTERPRISES, INC., as Guarantor
By:
/s/
Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to
Eighteenth Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/
Julie Hoffman-Ramos
Name:
Julie Hoffman-Ramos
Title:
Vice President
[Signature
Page to Eighteenth Supplemental Indenture]
EXHIBIT A-l(i)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER
IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL
ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE ON WHICH THE
COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS
MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S,
OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE EIGHTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
A-1
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CL9
$
COX
COMMUNICATIONS, INC.
1
.800% Notes due 2030
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] ($ ) on October 1, 2030 (the “Maturity
Date”), unless previously redeemed, and to pay interest thereon from September 17, 2020 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1 of each year (each,
an “Interest Payment Date”), commencing April 1, 2021 at the rate of 1 .800% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be March l5 or September 15 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of
this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more
fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date,
as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts
and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “l. 800% Notes due
2030” (the “Notes”), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Eighteenth
Supplemental Indenture dated as of September 17, 2020 (the “Eighteenth Supplemental Indenture” and, together with the
Original Indenture, the “Indenture”), duly executed and delivered by the Company and Cox Enterprises, Inc., a Delaware
corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred
to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the
Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior
unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released and
discharged upon the occurence of certain events without any action required on the part of the Trustee or any Holder in accordance with
the tenns of the Eighteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption Price
equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the
Quotation Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest
on the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means July 1, 2030.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking
firms (or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective
successors; provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United
States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof by first-class
mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise in accordance
with the procedures of DTC. Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or
more conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such
notice shall state the nature of such conditions precedent.
Except as provided
above, this Note is not redeemable by the Company prior to maturity.
This Note is
not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 40l(b) of the Eighteenth Supplemental Indenture, with a copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered
electronically at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Eighteenth
Supplemental Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of
the Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases
all such liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual, facsimile
or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic signature
of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-l(ii)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER
IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER -SUCH SECURITY, PRIOR TO
THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL
ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE ON WHICH THE
COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY,
THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 1 44A UNDER THE SECURITIES ACT THAT PURCHASES
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS
MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO
ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S,
OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY
THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE EIGHTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CM7
$
COX
COMMUNICATIONS, INC.
2.950%
Notes due 2050
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ] ($ ) on October 1, 2050 (the “Maturity
Date”), unless previously redeemed, and to pay interest thereon from September 17, 2020 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on April I and October I of each year (each,
an “Interest Payment Date”), commencing April 1, 2021 at the rate of 2.950% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be March l5 or September 15 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment
date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of
this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more
fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business
Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest
shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date,
as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin
or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts
and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “2.950% Notes due
2050” (the “Notes”), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued under
and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Eighteenth
Supplemental Indenture dated as of September 17, 2020 (the “Eighteenth Supplemental Indenture” and, together with the
Original Indenture, the “Indenture”), duly executed and delivered by the Company and Cox Enterprises, Inc., a Delaware
corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred
to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the
Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior
unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released and
discharged upon the occurence of certain events without any action required on the part of the Trustee or any Holder in accordance with
the tenns of the Eighteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption Price
equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means April 1, 2050.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking
firms (or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective
successors; provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United
States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof by first-class
mail or delivered electronically if held by OTC, to the address of such Holder appearing in the security register or otherwise in accordance
with the procedures of OTC. Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice
shall state the nature of such conditions precedent.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This
Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 401(b) of the Eighteenth Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Eighteenth Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of
the Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases
all such liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual, facsimile
or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic signature
of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(i)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGlSTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER
IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE
DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S, ONLY (A) TO
THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S,
OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRlCTION TERMINATION
DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE EIGHTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AW2
$
COX COMMUNICATIONS, INC.
1.800%
Notes due 2030
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [
] ($ )
on October 1, 2030 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from September 17, 2020 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1
of each year (each, an “Interest Payment Date”), commencing April 1, 2021 at the rate of 1.800% per annum, until the principal hereof
is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest
so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business
on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date) for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series not
less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case
may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall
be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “1.800% Notes due 2030” (the
“Notes”), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued under and pursuant to an Indenture
dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Eighteenth Supplemental Indenture dated as of September
17, 2020 (the “Eighteenth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), duly executed and delivered
by the Company and Cox Enterprises, Inc., a Delaware corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust
Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the
Company, the Guarantor and the Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior
unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released and discharged upon
the occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of
the Eighteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption Price
equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis points, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means July 1, 2030.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking
firms (or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective
successors; provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United
States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof by first-class
mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise in accordance
with the procedures of OTC. Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice
shall state the nature of such conditions precedent.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This
Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 401(b) of the Eighteenth Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Eighteenth Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of
the Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases
all such liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has caused a
CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation
is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual, facsimile
or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic signature
of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT
FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(ii)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT’), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGlSTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER
IN THE JURISDICTION TN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE
DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH THIS SECURITY
(OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS IN RELIANCE ON REGULATION S, ONLY (A) TO
THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S,
OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRlCTION TERMINATION
DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A
U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE EIGHTEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 AX0
$
COX
COMMUNICATIONS, INC.
2.950%
Notes due 2050
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the
Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum
of [ ]
($ )
on October 1, 2050 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from September 17, 2020 or from the
most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on April 1 and October 1
of each year (each, an “Interest Payment Date”), commencing April 1, 2021 at the rate of 2.950% per annum, until the principal hereof
is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest
so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such
Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business
on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date) for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series not
less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case
may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall
be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “2.950% Notes due 2050” (the
“Notes”), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued under and pursuant to an Indenture
dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Eighteenth Supplemental Indenture dated as of September
17, 2020 (the “Eighteenth Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), duly executed and delivered
by the Company and Cox Enterprises, Inc., a Delaware corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust
Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the
Company, the Guarantor and the Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior
unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released and discharged upon
the occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of
the Eighteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption Price
equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, plus
accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note will be redeemable
at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100% of the principal
amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation ,Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means April 1, 2050.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking
firms (or their respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective
successors; provided, however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United
States (a “Primary Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or interpolated
(on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption Date using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for
such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof by first-class
mail or delivered electronically if held by OTC, to the address of such Holder appearing in the security register or otherwise in accordance
with the procedures of OTC. Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction of one or more
conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice
shall state the nature of such conditions precedent.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This
Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in
cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 401(b) of the Eighteenth Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Eighteenth Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the
Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of
the Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases
all such liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual, facsimile
or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic signature
of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights
thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer
Certificate
In
connection with a transfer of any of the $
principal amount of the % Notes due 20 (the
“Notes”) of Cox Communications, Inc. (the “Company”) within the period prior to the expiration of the holding
period applicable to the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)
(or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $
principal amount of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”)
for registration of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other
than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with
the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below:
¨ The transfer of the
Surrendered Notes is made to the Company or any Subsidiary thereof;
¨ The transfer of the
Surrendered Notes complies with Rule 144A under the Securities Act;
¨ The transfer of the
Surrendered Notes is pursuant to a registration statement which has been declared effective
under the Securities Act;
¨
The transfer of the Surrendered Notes is pursuant to an offer and sale to a non-U.S. person that occurs outside the United States
within the meaning of Regulation S under the Securities Act and in accordance with the laws applicable to it in the jurisdiction
in which such purchase is made;
¨ The transfer of the
Surrendered Notes is pursuant to another available exemption from the registration requirements
of the Securities Act.
and unless the box below is
checked, the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”).
¨
The transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the
registered owner is a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of
Letter to be Delivered by Accredited Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody Road, NE
Atlanta, Georgia 30328
Attention: Treasurer
The Bank of New York Mellon Trust Company, N.A., as Registrar
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
Attention: Corporate Trust Office
Dear Sirs:
We
are delivering this letter in connection with the proposed transfer of $ principal amount of
the _____% Notes due 20__ (the “Notes”) of Cox Communications, Inc. (the “Company”).
We
hereby confirm that:
(i)
we are an “accredited investor” within the meaning
of Rule 50l (a)( l), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities
Act”), or an entity in which all of the equity owners are accredited investors within the meaning of Rule 50l(a)(l), (2), (3) or
(7) of Regulation D under the Securities Act (an “Institutional Accredited Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an “accredited investor” within the meaning of Rule 501(a)(7) under
the Securities Act and for each of which we exercise sole investment discretion or (B) we are a “bank,” within the meaning
of Section 3(a)(2) of the Securities Act, or a “savings and loan association” or other institution described in Section 3(a)(5)(A) of
the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole investment
discretion;
(iii)
we will acquire Notes having a minimum principal amount of not less than
$100,000 for our own account or for any separate account for which we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which
we are acting as fiduciary shall remain at all times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in a transaction not involving any public offering within the United States
within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on our own
behalf and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any
beneficial interest therein, prior to the end of the period (the “Resale Restriction Period”) from the date of original issuance
until (a) the date that is one year after the later of (x) the date of the original issuance of the Notes or (y) the last
day on which the Issuer or any of its Affiliates was the owner of the Notes, and (b) such later date, if any, as may be required
by applicable laws only:
(1)
to the Company or any Subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) pursuant
to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities
Act and in accordance with the laws applicable to us in the jurisdiction in which such purchase is made, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements of the Securities Act.
We
acknowledge that the Company, others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we
agree to notify you in promptly writing if any of our representations or warranties herein ceases to be accurate and complete.
B-2-2
THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-3
EX-4.16 — EXHIBIT 4.16
EX-4.16
Filename: tm2623711d1_ex4-16.htm · Sequence: 17
Exhibit 4.16
EXECUTION VERSION
COX COMMUNICATIONS,
INC.,
as Issuer
COX
ENTERPRISES, INC.,
as Guarantor
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
NINETEENTH
SUPPLEMENTAL INDENTURE
Dated of June 2, 2021
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of Debt
Securities designated
2.600% Notes
due 2031
3.600%
Notes due 2051
NINETEENTH
SUPPLEMENTAL INDENTURE, dated as of the 2nd day of June, 2021, among COX COMMUNICATIONS, INC., a corporation existing under the
laws of the State of Delaware, having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia
30328 (the “Company”), COX ENTERPRISES, INC., a corporation existing under the laws of the State of Delaware, having
its principal executive office located at 6205-A Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Guarantor”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located
at 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262, as trustee (the “Trustee”);
WHEREAS,
the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original
Indenture” and, as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance by
the Company from time to time of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein
called the “Debt Securities”), unlimited as to principal amount, to be issued in one or more series;
WHEREAS,
the Company, in the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture
and pursuant to appropriate resolutions of the Company’s Board of Directors, and the Guarantor, pursuant to appropriate resolutions
of the Guarantor’s Board of Directors, have duly determined to make, execute and deliver to the Trustee this Supplemental Indenture
to the Original Indenture in order (i) to establish the form and
terms of, and to provide for the creation and issuance of, two new series of Debt Securities designated as the “2.600% Notes
due 2031” in the initial aggregate principal amount of $800,000,000 (the “2031 Notes”) and the “3.600%
Notes due 2051” in the initial aggregate principal amount of $700,000,000 (the “2051 Notes” and, together
with the 2031 Notes, the “Notes”) and (ii) to establish the terms of, and to provide for the grant of, full and unconditional
guarantees (the “Guarantees”) by the Guarantor of the Company’s obligations with respect to the Notes and the
Company’s obligations under the Indenture in respect thereof;
WHEREAS,
Section 9.01 of the Original Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time,
without the consent of any Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms
of Debt Securities of any series as permitted by Sections 2.01 and 2.03 of the Original Indenture and to add guarantees with respect
to the Debt Securities of any series;
WHEREAS,
all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the
terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding
and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company and
the Guarantor, have been done;
1
NOW,
THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH that, in order
to establish the form and terms of the series of Debt Securities designated as the “2.600% Notes due 2031” and the
“3.600% Notes due 2051” and to provide for the Guarantees in respect thereof and for and in consideration of the premises
and of the covenants contained in the Original Indenture and in this Supplemental
Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes of each series, as follows:
ARTICLE
1
DEFINITIONS AND
OTHER PROVISIONS OF GENERAL APPLICATION
SECTION
101 Definitions. For all purposes of the Original Indenture
and this Supplemental Indenture relating to each series of Debt Securities (consisting of the Notes) created hereby and the Guarantees
in respect thereof, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article
have the meanings assigned to them in this Article. Each capitalized term that is used in the Original Indenture and this Supplemental
Indenture but not defined herein shall have the meaning specified in the Original Indenture.
“Additional
Notes” has the meaning specified in Section 202 of this Supplemental Indenture.
“Agent
Members” has the meaning specified in Section 209(e)(v) of this Supplemental Indenture.
“Applicable
Procedures” means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the
rules and procedures of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from
time to time.
“Below
Investment Grade Downgrade Event” means, with respect to either series of Notes, the rating on such Notes is lowered
in respect of a Change of Control and such Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date
from the first public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following
consummation of such Change of Control (which period shall be extended until the ratings are announced if, during such 60-day period,
the rating of such Notes is under publicly announced consideration for possible downgrade by each of the Rating Agencies); provided
that a Below Investment Grade Downgrade Event otherwise arising by virtue of a particular reduction in rating shall not be deemed
to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Downgrade Event
for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating
to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that
the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment
Grade Downgrade Event). The Company shall request the Rating Agencies to make such confirmation in connection with any Change of Control
and shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied.
2
“Business
Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust
companies in The City of New York are authorized or obligated by law to close.
“Capital Stock”
of any Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such
Person’s capital stock, other equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether
general or limited), limited liability company interests, any other interest or participation that confers on a Person the right to receive
a share of the profits and losses of, or distributions of assets of, the issuing Person, including any preferred stock, and any rights
(other than debt securities convertible into, or exchangeable for or valued by reference to, Capital Stock until and unless any such
debt security is converted into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.
“cash”
means U.S. legal tender.
“Certificated
Notes” means the Notes issued in certificated, registered form without interest coupons and not required to bear
the Legend set forth in Section 207(a)(ii) of this Supplemental Indenture.
“Change
of Control” means the occurrence of any of the following events:
(1)
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other
than one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the Company;
(2)
the Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of merger or consolidation)
all or substantially all of its and its Subsidiaries’ assets taken as a whole to any Person, other than any such transaction where:
(A) the
transferee is a Person controlled, directly or indirectly, by one or more Permitted Holders;
or
(B) following
such transaction, each transferee becomes an obligor in respect of the Notes and either (i)
each transferee is or becomes a Subsidiary of the transferor of such assets or (ii) the holders
of the Voting Stock of the Company immediately prior to such transaction own, directly or
indirectly, not less than a majority of the Voting Stock of the transferee immediately after
such transaction;
3
(3)
the Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company,
in any such event pursuant to a transaction in which the outstanding
Voting Stock of the Company is converted into or exchanged for cash, securities or other property, other than any such transaction where:
(A) the
surviving corporation is a Person controlled, directly or indirectly, by one or more Permitted
Holders; or
(B) (i)
the outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock
of the surviving corporation (or any direct or indirect parent company of the surviving corporation)
and (ii) the holders
of the Voting Stock of the Company immediately prior to such transaction own, directly or
indirectly, not less than a majority of the Voting Stock of the surviving corporation immediately
after such transaction; or
(4) the
adoption of a plan relating to the liquidation or dissolution of the
Company.
Notwithstanding
the foregoing, a transaction will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly
owned subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such transaction
own, directly or indirectly, at least a majority of the Voting Stock of such holding company.
“Change
of Control Repurchase Event’’ means, with respect to either series of Notes, the occurrence of a Change of Control together
with a Below Investment Grade Downgrade Event with respect to such series of Notes. Notwithstanding the foregoing, no Change of Control
Repurchase Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of
Control has actually been consummated.
“Clearstream”
means Clearstream Banking, S.A. (formerly Cedelbank).
“Corporate
Trust Office” means 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262 or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such
other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).
“Cox
Descendants” means the lineal descendants of Governor James M. Cox.
“Cox
Family Charities” means charitable organizations of which Cox Family Individuals constitute at least a majority of the trustees,
members or directors thereof.
“Cox
Family Individuals” means (a) the Cox Descendants and (b) the spouses and surviving spouses of Cox Descendants.
4
“Cox
Family Members” means (a) Cox Family Individuals, (b) Cox Family Trusts, (c) Cox Family Charities or (d) corporations,
partnerships, limited partnerships, limited liability companies or any other Person beneficially owned in whole or in part by one or
more Cox Family Individuals or Cox Family Trusts or Cox Family
Charities; provided that, with respect to clauses (b) and (d), in the case of a Cox Family Trust, a majority of the trustees are
Cox Family Individuals, in the case of a general or limited partnership, Cox Family Individuals own, directly or indirectly, more than
50% of the interests or general partner interests, in the case of a limited liability company, Cox Family Individuals hold, directly
or indirectly, more than 50% of the vote of the managers, and in the case of any other Person, one or more Cox Family Individuals is
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the Voting Stock, measured by voting power rather than number of shares, of such Person.
“Cox
Family Trusts” means trusts established by or for the benefit of any one or more Cox Family Individuals.
“Credit
Agreement” means the Second Amended and Restated Credit Agreement dated as of November 10, 2010, and as amended
and restated as of March 28, 2014 and December 13, 2018 (and as may be further amended, supplemented or otherwise modified from time
to time), among the Company, the Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party
thereto.
“Debt
Securities” has the meaning specified in the first recital hereof.
“Depositary”
means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have
been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall
mean or include such successor and any nominee thereof.
“Distribution
Compliance Period” means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any,
as may be required by applicable laws.
“DTC”
means The Depository Trust Company.
“Electronic
Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.
“Euroclear”
means the Euroclear Bank SA/NV.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended.
“Fitch”
means Fitch Ratings, Inc. or any successor to the rating agency business thereof.
“Global
Note” means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of this Supplemental Indenture,
and deposited with or on behalf of the Depositary.
5
“Guarantee”
or “Guarantees” has the meaning specified in the recitals hereof.
“Guarantor”
has the meaning specified in the first paragraph hereof.
“Holder”
and “Noteholder,” in the case of any Note, means the Person in whose name such Note is registered in the Debt Security
Register.
“Institutional
Accredited Investor” means an institutional “accredited investor” as defined in Rule 501(a)(l), (2), (3) and (7)
under the Securities Act.
“Interest
Payment Date,” in respect of any Note, has the meaning assigned to it in
such Note.
“Investment
Grade Rating” means (a) with respect to Moody’s, a rating equal to or
higher than Baa3 (or the equivalent), and (b) with respect to S&P and Fitch, a rating equal to or higher than BBB- (or the
equivalent) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the
equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement Rating Agency).
“Issue
Date” means June 2, 2021.
“Legend”
means the Transfer Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
“Notes”
has the meaning specified in the recitals hereof.
“Permitted
Holders” means (a) the Cox Family Members, (b) the Guarantor and its affiliates, including any successor Person to the Guarantor
that owns, directly or indirectly, 100% of the Capital Stock of the Company and such successor Person’s affiliates, and (c) any
“group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of the foregoing with respect to which any
such Persons exercise a majority of voting power.
“Purchase
Agreement” means the Purchase Agreement, dated May 18, 2021, among the Company and J.P. Morgan Securities LLC, RBC Capital
Markets, LLC and Wells Fargo Securities, LLC, acting as representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified
Institutional Buyer” has the meaning specified in Rule 144A.
“Rating
Agencies” means:
(1) S&P;
(2) Moody’s;
and
(3) Fitch;
6
provided,
that if S&P, Moody’s or Fitch or all three shall not make a rating of the Notes of either series publicly available, a “nationally
recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company,
which shall be substituted for S&P, Moody’s or Fitch or all three, as the case may be.
“Redemption
Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption in accordance
with the terms of such Note and Article III of the Original Indenture.
“Redemption
Price”, with respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined
in accordance with the terms of the applicable Note and Article III of the Original Indenture.
“Regulation
S” means Regulation S under the Securities Act.
“Regulation
S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
“Regulation
S Permanent Global Note” means a permanent Global Note in the form of the Note attached hereto as Exhibits A-2(i)
or A-2(ii), as applicable, and that is deposited with and registered in the name of the Depositary, issued in a denomination equal to
the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.
“Regulation
S Temporary Global Note” means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2(i)
or A-2(ii), as applicable, and that is deposited with and registered in the name of the Depositary, representing Notes sold in offshore
transactions in reliance on Regulation S.
“Resale
Restriction Termination Date” means (1) in the case of U.S. Global Notes, the date that is one year after the
latest of (a) the Issue Date, (b) the original issue date of any Additional Notes of such series and (c) the last date on which the Company
or any of its Affiliates were the owner of such Notes (or any predecessor thereof) or, in the case of Regulation S Notes, the date that
is 40 days after the latest of (a) the Issue Date, (b) the original issue date of any Additional Notes of such series and (c) the date
on which such Notes (or any predecessor thereof) were first offered to persons other than distributors (as defined in Rule 902 of Regulation
S) in reliance on Regulation S and (2) such later date, if any, as may be required by applicable laws.
“Restricted
Note” means a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental Indenture
and set forth on the forms of Notes attached as Exhibits A-l(i), A-l(ii), A-2(i) or A-2(ii), as applicable, to this Supplemental Indenture.
“Rule
144A” means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
7
“S&P”
means S&P Global Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.
“Securities
Act” means the Securities Act of 1933, as amended.
“Supplemental
Indenture” means this Nineteenth Supplemental Indenture.
“Termination
Date” has the meaning set forth in Section 501(f) of this Supplemental Indenture.
“Transfer
Restriction Legend” has the meaning specified in Section 207(c) of this Supplemental Indenture.
“Trustee”
has the meaning specified in the first paragraph hereof.
“U.S.
Global Note” means a Global Note in the form of the Note attached hereto as Exhibits A-l(i) or A-l(ii), as applicable, to this
Supplemental Indenture, and that is deposited with and registered in the name of the Depositary representing Notes sold in reliance on
Rule 144A.
“Voting
Stock” of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof
have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees
of such Person (irrespective of whether or not at the time Capital Stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).
SECTION
102 Section References. Each reference
to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to this Supplemental
Indenture.
SECTION
103 Effect of Supplemental Indenture.
Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue in full force and effect in accordance
with the provisions thereof, and the Original Indenture is in all respects hereby ratified and confirmed. This Supplemental Indenture
and all its provisions shall be deemed a part of the Original Indenture in the manner and to the extent herein and therein provided.
The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.
This
Supplemental Indenture amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original
Indenture, to which provisions reference is hereby made. For the avoidance of doubt, the provisions of Section 206 hereof amend Section
3.03 of the Original Indenture as set forth in such Section 206; the provisions of Section 210 hereof amend Section 6.01 of the Original
Indenture as set forth in such Section 210; the provisions of Section 211 hereof amend Section 7.06 of the Original Indenture as set
forth in such Section 211; the provisions of Section 212 hereof amend Section 7.07 of the Original Indenture as set forth in such Section
212; the provisions of Section 213 hereof amend Section 7.08 of
the Original Indenture as set forth in such Section 213; the provisions of Sections 214 and 215 hereof amend Section 9.01 of the Original
Indenture as set forth in such Sections 214 and 215; the provisions of
Article 3 hereof replace the provisions of Section 5.03 of the Original Indenture in their entirety; the provisions of Section
402 hereof replace the provisions of Section 4.08 of this Original Indenture in their entirety; the provisions of Section 403 hereof
replace the provisions of Section 4.09 of the Original Indenture in their entirety; and the provisions of Article 6 hereof amend the
provisions of Section 7.02 of the Original Indenture as set forth in such Article 6.
8
The
amendments and supplements to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture
shall be applicable only with respect to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental Indenture
and the Guarantees in respect thereof, and shall not apply to any other Debt Securities that have been or may be issued under the Original
Indenture unless a supplemental indenture with respect to such other Debt Securities specifically incorporates such amendments, supplements
and replacements.
The
provisions of Article XI of the Original Indenture shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION
201 Title of the Notes. The 2031 Notes
and 2051 Notes shall be known and designated as the “2.600% Notes due 2031” and the “3.600% Notes due 2051” of
the Company, respectively.
SECTION
202 Amount. The aggregate principal amount
of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited to $800,000,000
for the 2031 Notes and $700,000,000 for the 2051 Notes, in each case, except for Notes authenticated and delivered upon registration
of, transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon repayment
in part of any 2031 Note or 2051 Note pursuant to Article III of the Original Indenture. The Company may, from time to time, subject
to compliance with any other applicable provisions of this Supplemental Indenture but without the consent of the Holders of any series
of Notes, create and issue pursuant to this Supplemental Indenture an unlimited principal amount of additional Notes of such series (in
excess of any amounts theretofore issued) having the same terms and conditions to those of the other outstanding Notes of such series
(“Additional Notes”); provided that any such Additional Notes (i) may have a different issue date and issue
price from other outstanding Notes of such series and (ii) may have a different amount of interest payable on the first Interest Payment
Date after issuance than the amount payable on other outstanding Notes of such series; provided further, that in the event such
Additional Notes are not fungible with the applicable Notes issued on the Issue Date for U.S. federal income tax purposes, such Additional
Notes will be issued with a separate CUSIP number.
SECTION
203 Stated Maturity. The Stated
Maturity of the 2031 Notes shall be June 15, 2031. The Stated Maturity of the 2051 Notes shall be June 15, 2051.
9
SECTION
204 Interest.
(a)
The 2031 Notes shall bear cash interest at the rate of 2.600% per annum from June 2, 2021 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 15 and December 15 of each year, beginning
on December 15, 2021, to the Persons in whose names such Notes are registered at the close of business on the immediately preceding June
1 or December 1, as the case may be, whether or not a Business Day. Interest on the Notes will be computed on the basis of a 360-day
year of twelve 30-day months.
(b)
The 2051 Notes shall bear cash interest at the rate of 3.600% per annum from June 2, 2021 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 15 and December 15 of each
year, beginning on December 15, 2021, to the Persons in whose names such Notes are registered at the close of business on the immediately
preceding June 1 or December 1, as the case may be, whether or not a Business Day. Interest on the Notes will be computed on the basis
of a 360-day year of twelve 30-day months.
SECTION
205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in the City of New York designated
for such purpose; provided that, with respect to definitive Certificated Notes only, payment of interest, other than interest payable
at Stated Maturity or upon redemption, may be made at the option of the Company, by the Trustee to the address of the Person entitled
as shown on the register for such Debt Securities.
(b)
If any date of Stated Maturity, Redemption Date or Interest Payment Date falls on a day that is not a Business Day, the required
payment shall be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment
date and the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION
206 Redemption. Each series of
Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price. If the Redemption
Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest Payment Date will
be reduced by the amount of interest accrued to the Redemption Date. In connection with any redemption, notice of the redemption will
be delivered at least 15 days but not more than 60 days prior to the applicable Redemption Date to the Holders of the Notes of such series
by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise
in accordance with the procedures of DTC. Without limiting the other provisions
of Section 3.03 of the Original Indenture, any notice of redemption may, at the Company’s discretion, be subject to
the satisfaction of one or more conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more
conditions precedent, such notice shall state the nature of such conditions precedent. At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall provide
the Trustee with the information required by this Section and the Original Indenture relating to such redemption.
10
SECTION
207 Forms; Denominations. The Notes shall
be Registered Securities. The Global Notes representing the Notes shall be in substantially the forms attached hereto as Exhibits A-1(i),
A-1(ii), A-2(i) or A-2(ii), as applicable.
The
Notes are being offered and sold by the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially in
the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers
for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or a nominee
thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal amount of
the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary
as hereinafter provided.
Notes
offered and sold in offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially
in the form of one or more Regulation S Temporary Global Notes in definitive fully registered form without interest coupons, deposited
on behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of
Euroclear and Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of a written
certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream, if available, certifying
that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation
S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution
Compliance Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial
ownership interest in a U.S. Global Note bearing a Legend, all as contemplated by Section 209(a)(iii) hereof).
Following
the termination of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.
Simultaneously
with the authentication of the Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global
Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time
to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
11
Each
Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent
the aggregate principal amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal
amount of a Global Note representing the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented
thereby shall be made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and
shall be made on the records of the Trustee and the Depositary.
(ii) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The
Company shall execute and the Trustee shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate
and deliver initially one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by
the Trustee to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially to the following
effect:
“UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
“TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE NINETEENTH SUPPLEMENT AL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be
entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section
209(a)(ii) to an Institutional Accredited Investor who is not a Qualified Institutional Buyer
and beneficial interests in a Global Note transferred to the beneficial holders thereof pursuant to Section 209(e) will be issued
in certificated, registered form without interest coupons.
12
(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the “Transfer Restriction Legend”) in substantially the
following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective under the Securities
Act:
“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
“THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF U.S. GLOBAL NOTES: ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF,
THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IN THE CASE OF REGULATION S GLOBAL NOTES: 40 DAYS AFTER THE LATEST OF
THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH
SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATIONS) IN RELIANCE ON REGULATIONS, ONLY
(A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON
THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATIONS GLOBAL NOTES: BY ITS
ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND
IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
13
“IN
THE CASE OF REGULATIONS TEMPORARY GLOBAL NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE
SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER
THE INDENTURE REFERRED TO BELOW.”
SECTION
208 Transfer and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of such Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b)
Transfers of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary
or to a successor of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed,
as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include
an opinion of counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation
S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under the Securities Act
or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon (i)
provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale or exchange
of such Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written direction
of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face of a Note
and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
14
The
Trustee and the Registrar shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note
(including transfers between or among the Depositary’s participants or beneficial owners of interest in any Global Note) other
than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when
expressly required by the terms of, this Supplemental Indenture and to examine the same to determine substantial compliance as to form
with the express requirements hereof.
SECTION
209 Global Notes.
(a)
Notwithstanding any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or
in part, shall be made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a
beneficial interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply with
Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall comply with Section 2.07
of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer
of a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be
effective under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this
Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance
with the other provisions of this Section 209(a).
15
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt
by the Trustee of a request for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for
a Certificated Note in the form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by the
Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest in the Global
Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend, then the Trustee
shall cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal
amount of the Certificated Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account
of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated
Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor reasonably
believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant to another exemption
from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding the availability
of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being
made in accordance with Rule 904 of Regulation S or Rule 144 (if available).
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(iv)
Transfer and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to
register the transfer of such Certificated Notes; or
(y)
to exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations,
the
Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are
met; provided, however, that the Certificated Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below, and
are accompanied by the following additional information and documents, as applicable:
(A)
if such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name of such Holder, without
transfer, a certification from such Holder to that effect; or
(B) if
such Certificated Notes are being transferred to the Company, a certification to that effect; or
(C) if
such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect (in the
form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion of counsel or other
evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Transfer Restriction Legend.
(v)
Restrictions on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not
be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon
receipt by the Trustee of a Certificated Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory
to the Trustee, together with:
(x) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being transferred
to a Qualified Institutional Buyer in accordance with Rule 144A; and
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(y) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then
the Trustee shall cancel such Certificated Note and cause, or direct the Registrar to cause, in accordance with the standing instructions
and procedures existing between the Depositary and the Registrar, the aggregate principal amount of Notes represented by the Global Note
to be increased by the aggregate principal amount of the Certificated Note to be exchanged, and shall credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Global Note equal to the principal amount of
the Certificated Note so cancelled. If no Global Notes are then Outstanding, the Company shall issue and the Trustee shall authenticate,
upon receipt of a Company Order, a new Global Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with such
restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not so
accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate when
such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be transferred in
compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on transfer
shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to the Registrar
in accordance with the provisions of this Section 209 (accompanied, in the event that such restrictions on transfer have terminated by
reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having substantial experience in
practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company, the Trustee and the Registrar
and in form acceptable to the Company, to the effect that the transfer of such Note has been made in compliance with Rule 144 or such
successor provision), be exchanged for a new Note, of like tenor and aggregate principal amount, which shall not bear the Transfer Restriction
Legend. The Company shall inform the Trustee of the effective date of any registration statement registering the Notes under the Securities
Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned
opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer, hypothecation
or other disposition of any Note.
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(e) The
provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged in
whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof,provided
that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated by the Depositary in
the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue
as depositary for such Global Note or the Depositary has ceased to be a “clearing agency” registered under the Exchange
Act, and a successor Depositary is not appointed by the Company within
90 days or (B) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Note exchanged pursuant to clause
(A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant to clause (B) above may be exchanged
in whole or from time to time in part as directed by the Depositary. Prior to the issuance of Certificated Notes in exchange for any
beneficial interests in a Regulation S Global Note, the holder of such beneficial interests shall, as a condition to such exchange, certify
in a form satisfactory to the Company that such holder is a non-U.S. person (as that term is defined in Regulation S under the Securities
Act) or a U.S. person who purchased such beneficial interest in a transaction that did not require registration under the Securities
Act. In the event that Certificated Notes are issued in respect of beneficial interests in a Regulation S Global Note at any time prior
to the end of the Distribution Compliance Period (other than in a transaction subject to Rule 144A), the Company shall as promptly as
practicable, institute procedures, including appropriate certifications, reasonably designed to ensure that any transfer of such Certificated Notes
prior to the end of the Distribution Compliance Period is made only in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act or pursuant to an exemption from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable Legend. Any Global
Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to
be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender
or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary or
an authorized representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent Members
(as defined below) and Persons that may hold interests through Agent Members,
to take any action which a Holder is entitled to take under the Indenture or the Notes.
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(iv)
In the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to
the Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose
behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name of the
Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company
or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee,
as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may
act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION
210 Events of Default. For purposes
of this Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture is hereby amended by deleting the
clause immediately following subsection (i) in the first sentence of such Section and inserting in its place the following:
then
and in each and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted
Subsidiaries only), (h) (with respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time
Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that series shall have already
become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of
that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by Holders), may declare the
principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount
as may be specified in the terms of that series) and interest on all the Debt Securities of that series to be due and payable immediately,
and upon any such declaration the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt
Securities or Coupons appertaining thereto of that series contained to the contrary notwithstanding.
20
SECTION
211 Compensation
and Reimbursement. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original Indenture
is hereby amended to be replaced with the following:
The
Company covenants and agrees to pay in Dollars to the Trustee such compensation as the Company and the Trustee shall from time
to time agree in writing for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse
in Dollars the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance
with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents,
attorneys and counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advances as may arise
from its negligence or wilful misconduct. The Company also covenants to indemnify in Dollars each of the Trustee (which shall be deemed
to include its officers, directors, employees, and agents) or any predecessor Trustee for, and to hold it harmless against, any loss,
damage, claim, liability or expense, including the reasonable fees and expenses of counsel, and taxes (other than taxes based upon, measured
by or determined by the income of the Trustee) incurred without negligence or wilful misconduct on the part of the Trustee, arising out
of or in connection with the acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses
of defending itself against any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder.
The obligations of the Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal
of the Trustee and/or the satisfaction and discharge of this Indenture. The Company and the Holders agree that such additional indebtedness
shall be secured by a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by
the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt
Securities and Coupons.
SECTION
212 Right of Trustee to Rely on
an Officers’ Certificate Where No Other Evidence Specifically Prescribed. With respect to the Notes, Section 7.07 of the
Original Indenture is hereby amended to be replaced with the following:
Except
as otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee, and such certificate shall be full warrant to the Trustee for any action
taken, suffered or omitted by it under the provisions of this Indenture.
SECTION
213 Separate Trustee; Replacement
of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be replaced with the following:
The
Company may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect
to one or more or all series of Debt Securities at any time by giving 30 days’ notice to the Company. The Holders of a majority
in principal amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying
the Trustee and may appoint a successor Trustee with 30 days’ notice. The Company shall remove the Trustee with 30 days’
notice if:
(1) the
Trustee fails to comply with Section 7.10;
21
(2) the
Trustee is adjudged bankrupt or insolvent;
(3)
a receiver or other public officer takes charge of the Trustee or its property; or
(4) the
Trustee otherwise becomes incapable of acting.
If
the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a
particular series and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee
for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable requirements of this Section 7.08.
A
successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon
the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. The successor Trustee shall send a notice of its succession to Holders of Debt Securities
of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the Lien provided for in Section 7.06.
If
a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 25% in principal amount of the Debt Securities of any applicable series may petition, at the expense of the Company, any court
of competent jurisdiction for the appointment of a successor Trustee for the Debt Securities of such series.
If
the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series.
Notwithstanding
the replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue
for the benefit of the retiring Trustee.
In
the case of the appointment hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series,
the Company, any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series
shall execute and deliver an indenture supplemental hereto (1) which shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as
to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to or
change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trustee hereunder
by more than one trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees
of the same trust and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee.
22
SECTION
214 With respect to the Notes, Section 9.0l(f) of the Original Indenture is hereby deleted
in its entirety and replaced with “[Reserved]” in lieu thereof.
SECTION
215 With respect to the Notes, the last paragraph of Section 9.01 of the Original
Indenture is hereby deleted in its entirety and replaced with the following:
After an amendment under
the Indenture becomes effective with respect to the Notes of a particular series, the Company is required to deliver to Holders of the
Notes of such series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the
security register or otherwise in accordance with the procedures of DTC, a notice briefly describing such amendment. However, the Company’s
failure to give such notice to all Holders of the Notes of such series, or any defect in such notice, will not impair or affect the validity
of the amendment.
ARTICLE
3
REPORTS
BY THE COMPANY
So
long as any of the Debt Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities
Act, the Company will, during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from
such reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of Notes
and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser,
any information required to be provided by Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
ADDITIONAL COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase Event.
(a)
If a Change of Control Repurchase Event occurs with respect to either series of Notes, each Holder of the Notes of such series
will have the right to require that the Company purchase all or any part (in denominations of $2,000 and integral multiples of $1,000
in excess thereof) of such Holder’s Notes of such series pursuant to a Change of Control offer (a “Change of Control Offer”)
on the terms set forth in this Supplemental Indenture, except that the Company shall not be obligated to repurchase the Notes of
such series pursuant to this Section 401 in the event that the Company has exercised the right to redeem all of the Notes of such series
as described in Section 206. In the Change of Control Offer with respect to either series of Notes, the Company will offer to purchase
all of the Notes of such series at a purchase price (the “Change of Control Purchase Price”) in cash in an amount equal
to 101% of the principal amount of such series of Notes, plus accrued but unpaid interest, if any, to, but not including, the date of
purchase (the “Change of Control Purchase Date”) (subject to the rights of
Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date if such Notes have
not been repurchased prior to such record date).
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(b)
Within 30 days after any Change of Control Repurchase Event with respect to either series of Notes or, at the Company’s
option, prior to such Change of Control but after the public announcement of such pending Change of Control, the Company must notify
the Trustee of such series of Notes and give written notice of the Change of Control Repurchase Event to the Trustee and each Holder
of Notes of such series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the
security register or otherwise in accordance with the procedures of DTC. The notice must state, among other things:
(1) that
a Change of Control Repurchase Event has occurred or may occur with respect to such series of Notes and the date of such event;
(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 15 days nor later than 60
days from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3)
that any Note not tendered will continue to
accrue interest;
(4)
that, unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control
Offer.
In
addition, the notice, if sent prior to the date of the consummation of the Change of Control, will state that the Change of Control
Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Purchase Date.
(c)
If Holders of not less than 90% in aggregate principal amount of the outstanding Notes of an applicable series validly tender
and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu
of the Company, as described in clause (d) below, purchases all of the Notes of such series validly tendered and not withdrawn by such
Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, with such notice given not
more than 30 days following the Change of Control Purchase Date, to redeem all Notes of such series that remain Outstanding following
such purchase at a redemption price in cash equal to the Change of Control Purchase Price plus, to the extent not included in the Change
of Control Purchase Price, accrued and unpaid interest, if any, on the Notes of such series that remain Outstanding to, but not including,
the date of redemption (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant
Interest Payment Date).
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(d) The
Company will comply with Rule 14e-l under the Exchange Act, and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase Event.
To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 401, the Company
will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section
401 by virtue of its compliance with such securities laws and regulations. The Company will not be required to make a Change of Control
Offer upon a Change of Control Repurchase Event with respect to either series of Notes if a third party makes the Change of Control Offer
with respect to such series of Notes in the manner, at the times and otherwise in compliance with the requirements described in this
Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.
(e) On
the Change of Control Purchase Date with respect to either series of Notes, the Company will, to the extent permitted by law:
(1) accept
for payment all Notes of such series or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control Purchase Price in respect of all
Notes of such series or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes of such series so accepted together with an Officers’ Certificate
to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION
402 Limitation on Liens. With respect to the
Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
As
long as any Notes of any series remain Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, create,
incur or assume any Lien (other than Permitted Liens) on Restricted Property to secure the payment of Indebtedness of the Company or
any Restricted Subsidiary if immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal
amount of all Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted
Property would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness
of the Company and its Restricted Subsidiaries (whether or not so secured), unless effective provision is made whereby the Notes of such
series (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes of such series, whether
then existing or later created) are secured equally and ratably with (or prior to) such Indebtedness (but only for so long as such Indebtedness
is so secured).
SECTION
403 Limitation on Indebtedness of Restricted Subsidiaries.
For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 4.09 of the Original Indenture is hereby amended
to be replaced with the following:
25
As long as any Notes of any series remain Outstanding,
the Company will not permit any Restricted Subsidiary to incur or assume any Indebtedness if immediately after the incurrence or assumption
of such Indebtedness, the aggregate outstanding principal amount of all Indebtedness of the Restricted Subsidiaries would exceed the
greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company and its Restricted
Subsidiaries; provided that in any event, a Restricted Subsidiary may incur Indebtedness to extend, renew or replace Indebtedness
of such Restricted Subsidiary to the extent that the principal amount of the Indebtedness so incurred does not exceed the principal amount
of the Indebtedness extended, renewed or replaced thereby immediately prior to such extension, renewal or replacement plus any premium,
accrued and unpaid interest or capitalized interest payable thereon.
ARTICLE 5
SECTION
501 Guarantee.
(a) The
Guarantor hereby fully and unconditionally guarantees the Notes of each series and the obligations of the Company thereunder and under
the Indenture, and guarantees to each Holder of a Note of such series authenticated and delivered by the Trustee, and to the Trustee
on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the Notes of such series will be paid in full
when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become due but
for the operation of any automatic stay provision of any federal bankruptcy law), together with interest on the overdue principal, if
any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee
under the Indenture or the Notes of such series will be paid in full or performed, all in accordance with the terms of the Indenture
and the Notes of such series; and (ii) in case of any extension of time of payment or renewal of any Notes of such series or of any such
other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether
at Stated Maturity, by acceleration or otherwise.
(b) The
Guarantor hereby agrees that, upon the occurrence of an Event of Default in payment of principal (or premium, if any) or interest
on an applicable series of Notes, whether at Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted
by the Trustee on behalf of, or by, a Holder of such Notes of such series, subject to the terms and conditions set forth in the Indenture,
directly against the Guarantor to enforce the Guarantee without first proceeding against the Company or any other guarantor. The Guarantor
agrees that if, after the occurrence and during the continuance of an Event of Default with respect to an applicable series of Notes,
the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity
of the Notes of such series, to collect interest on the Notes of such series, or to enforce or exercise any other right or remedy with
respect to the Notes of such series, the Guarantor will pay to the Trustee for the account of the Holders, upon demand therefor, the
amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any
of the Holders.
26
(c) With
respect to an applicable series of Notes, unless and until the Termination Date (as defined herein) has occurred, or the Guarantor shall
be released in accordance with Section 504 of this Supplemental Indenture, to the fullest extent permitted by applicable law, the Guarantor
shall remain obligated hereunder and the Guarantee shall remain in full force and effect and continue to be effective should any petition
be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the
benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and
shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment
and performance of the Notes of such series are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored
or returned by any obligee on the Notes of such series, whether as a “voidable preference”, “fraudulent transfer”
or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Notes of such series shall, to the fullest extent permitted by law, be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.
(d) To
the fullest extent permitted by applicable law, the Guarantor waives diligence, presentment, protest and notice of protest, demand
for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Company’s
obligations under any series of Notes and under the Indenture, and any defense arising by reason of any disability or other defense of
the Company or the Guarantor with respect to such obligations (other than the defense that the Termination Date has occurred or the Guarantor
has been released in accordance with Section 504 of this Supplemental Indenture). The Guarantor understands and agrees that the Guarantee
contained in this Article 5 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not
merely of collectability, and its Guarantee of a particular series of Notes and the obligations of the Company under the Indenture hereunder
shall not be affected by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses
that it might otherwise have (now or in the future) with respect to each of the following (whether or not the Guarantor has knowledge
thereof): (i) the validity, regularity or enforceability of the Notes of such series or the Indenture or the absence of any action to
enforce the same, (ii) the recovery of any judgment against the Company or any action to enforce the same, (iii) any renewal, extension
or acceleration of, or any increase in the amount of the Company’s obligations under such series of Notes and under the Indenture
(whether or not any increase is committed, contemplated or provided for by the Indenture or the Notes of such series on the date hereof),
(iii) any failure, omission or delay in enforcement (by agreement or
otherwise), or the stay or enjoining (by court order, operation of law
or otherwise) of the exercise of enforcement, of any claim or demand or any right, power or remedy (whether arising under the Indenture
or the Notes of such series, at law, in equity or otherwise) with respect to the Company’s obligations under such series of Notes
and under the Indenture or (iv) any other circumstance whatsoever (with or without notice to or knowledge of the Guarantor) which constitutes,
or might be construed to constitute, an equitable or legal discharge of the Guarantor under the Guarantee contained in this Article 5,
in bankruptcy or in any other instance (in each case, other than the occurrence of the Termination Date or the release of the Guarantor
in accordance with Section 504 of this Supplemental Indenture).
27
(e) The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand (i)
subject to the terms and provisions of this Supplemental Indenture, the maturity of the obligations under an applicable series of Notes
guaranteed hereby may be accelerated as provided in Article VI of the Original Indenture for the purposes of this Guarantee, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the
event of any acceleration of such obligations as provided in Article VI of the Original Indenture, such obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee.
(f) Subject
to Section 504 of this Supplemental Indenture, the Guarantee of a series of Notes contained in this Article 5 shall remain in full force
and effect until all the obligations of the Company under such series of Notes and under the Indenture shall have been satisfied by payment
in full (such date, the “Termination Date”).
(g) The
Guarantee by the Guarantor of a series of Notes shall be independent of and shall not be affected by the Guarantee by the Guarantor
of any other series of Notes or other Debt Securities issued under the Indenture.
SECTION
502 Subrogation. The Guarantor shall be
subrogated to all rights of Holders against the Company in respect of any amounts paid by the Guarantor pursuant to its Guarantee; provided,
however, that if an Event of Default has occurred and is continuing with respect to a series of Notes, the Guarantor shall not be
entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable
by the Company under the Indenture or the applicable series of Notes shall have been paid in full.
SECTION
503 Reinstatement. Subject to Section 504 of
this Supplemental Indenture, the Guarantee of a series of Notes contained in this Article 5 shall continue to be effective, or be reinstated,
as the case may be, if at any time payment, or any part thereof, of any of the Company’s obligations with respect to such series
of Notes or the Indenture is rescinded or must otherwise be restored or returned by the Trustee or any Holder upon the insolvency, bankruptcy,
dissolution, liquidation_or reorganization of the Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator
of, or trustee or similar officer for, the Guarantor or any substantial part of its property, or otherwise, all as though such payments
had not been made.
SECTION
504 Release of Guarantee. (a) The Guarantor shall,
upon the occurrence of any of the following events, be automatically and unconditionally released and discharged from all obligations
with respect to the Notes of an applicable series, the Indenture and the Guarantee of such series of Notes without any action required
on the part of the Trustee or any Holder:
(i)
on the Termination Date;
(ii) upon
the termination or release of the Company’s guarantee of the Guarantor’s obligations under the Credit Agreement;
28
(iii) upon
any covenant defeasance or legal defeasance with respect to such series of Notes and the Indenture, or upon the discharge of the Company’s
obligations with respect to such series of Notes and obligations under the Indenture in accordance with its terms;
(iv) upon
(A) the consolidation or merger by the Company with or into any Person or (B) the conveyance, transfer or lease of all or substantially
all the assets of the Company, in a transaction that complies with the Indenture, such that the Company ceases to be a subsidiary of
the Guarantor; or
(v) upon
(A) the consolidation or merger by the Guarantor with or into any Person or (B) the conveyance, transfer or lease of all or substantially
all the assets of the Guarantor, such that the Company ceases to be a subsidiary of the Guarantor.
The release
of the Guarantor’s Guarantee of an applicable series of Notes hereunder shall be independent of and shall not be affected
by the release of the Guarantor’s Guarantee of any other series of Notes or other Debt Securities issued under the Indenture.
SECTION
505 Execution and Delivery. The Guarantor hereby
agrees that the Guarantee of an applicable series of Notes will remain in full force and effect notwithstanding any failure to endorse
on each Note of such series a notation of such Guarantee.
ARTICLE
6
MISCELLANEOUS PROVISIONS
The
Trustee makes no undertaking or representations in respect of, and shall not be responsible in any manner whatsoever for and in
respect of, the validity or sufficiency of this Supplemental Indenture or the Guarantees or the proper authorization or the due execution
hereof by the Company or the Guarantor or for or in respect of the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
The
Trustee (which shall be deemed to include the Paying Agent when the Trustee is also acting as a Paying Agent) shall have the right
to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this
Indenture and delivered using Electronic Means (as defined above); provided, however, that the Company shall provide to the Trustee an
incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and
containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company whenever a person
is to be added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling.
The Company understands and agrees that the Trustee cannot determine the identity of the actual sender of such Instructions and that
the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency
certificate provided to the Trustee have been sent by such Authorized Officer. The Company shall be responsible for ensuring that only
Authorized Officers transmit such Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible
to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt
by the Company. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by
third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions
to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company; (iii)
that the security procedures (if any) to be followed in connection with its transmission oflnstructions provide to it a commercially
reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning
of any compromise or unauthorized use of the security procedures.
29
For purposes of this Supplemental Indenture and
the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following additional rights of the Trustee:
(i) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, epidemics
or pandemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
written notice thereof at the designated Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;
(1) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;
(m)
the Trustee may require that the Company deliver a certificate setting forth the names of individuals, and their titles and direct-dial
telephone numbers, of officers authorized at such time to take specified actions pursuant to this Indenture;
30
(n) the
Trustee shall not be liable for errors in judgment made in good faith unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts; and
(o) the
Trustee may act at the direction of requisite Holders without liability.
For purposes of this Supplemental Indenture and the Notes, Section
2.04 of the Original Indenture is hereby amended as follows:
(a) the
Company shall be permitted to execute the Notes by manual, facsimile or electronic signature (so long as any such electronic signature
is a true representation of the actual signature of the signatory thereof); and
(b) the
Trustee shall be permitted to authenticate the Notes by manual, facsimile or electronic signature (so long as any such electronic signature
is a true representation of the actual signature of the signatory thereof).
This Supplemental Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York.
Each of the Company, the Guarantor and the Trustee
(i) expressly and irrevocably consents to submit itself to the exclusive personal jurisdiction of the state courts in the Borough of
Manhattan in the City of New York in the State of New York, and any federal court located in the Borough of Manhattan in the City of
New York in the State of New York, together with any appellate court therefrom, with respect to all actions and proceedings arising out
of this Indenture, the Notes or the Guarantees and (ii) expressly and irrevocably waives (and agrees not to plead or claim) any objection
to the laying of venue of any action or proceeding arising out of this Indenture, the Notes or the Guarantees in such court or that any
such action or proceeding brought in any such court has been brought in an inconvenient forum.
This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Any such counterparts may be executed manually, electronically or by facsimile.
EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE
AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.
31
In
order to comply with applicable tax laws (inclusive of rules, regulations and interpretations promulgated by competent authorities) related
to the Indenture in effect from time to time (collectively, “Applicable Tax Law”) that a foreign financial institution, issuer,
trustee, paying agent or other party is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of the
Trustee, to use commercially reasonable efforts to provide to the Trustee, to the extent available, sufficient information about the
parties and/or transactions (including any modification to the terms of such transactions) so that the Trustee can determine whether
it has tax-related obligations under Applicable Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction
in respect of taxes from payments under the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee
shall not have any liability. Nothing in the immediately preceding sentence shall be construed as obligating the Company to make any
“gross up” payment or similar reimbursement in connection with a payment in respect of which amounts are so withheld or deducted.
The terms of this paragraph shall survive the satisfaction and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
32
IN
WITNESS WHEREOF, the Parties have executed this Supplemental Indenture by their duly authorized signatories as of the date first
above written.
COX COMMUNICATIONS,
INC., as Issuer
By:
/s/
Perley McBride
Name:
Perley McBride
Title:
Executive Vice President
and Chief
Financial Officer
By:
/s/ Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to Nineteenth
Supplemental Indenture]
COX ENTERPRISES,
INC., as Guarantor
By:
/s/ Maria
L. Friedman
Name:
Maria L.
Friedman
Title:
Senior Vice President,
Tax and
Treasury Services
By:
/s/
Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to Nineteenth
Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/ Julie Hoffman-Ramos
Name:
Julie Hoffman-Ramos
Title:
Vice President
[Signature
Page to Nineteenth Supplemental Indenture]
EXHIBIT A-l(i)
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-US. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL
NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE
OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-US.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE
HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF
PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE
NINETEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A- 1
No. R-
PRINCIPAL
AMOUNT
CUSIP No. 224044 CN5
$
COX
COMMUNICATIONS, INC.
2.600%
Notes due 2031
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [] ($) on June 15, 2031 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon
from June 2, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually
on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2021 at the rate of 2.600%
per annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the
close of business on the regular record date for such interest, which shall be June 1 or December 1 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant
regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on a subsequent special record date (which shall be not more than 15 days and not
less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall
be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the
date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest
hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “2.600% Notes due
2031” (the “Notes”), initially limited to an aggregate principal amount of $800,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Nineteenth
Supplemental Indenture dated as of June 2, 2021 (the “Nineteenth Supplemental Indenture” and, together with the Original
Indenture, the “Indenture”), duly executed and delivered by the Company and Cox Enterprises, Inc., a Delaware corporation,
as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as
the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of
the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders
(the words “Holders” or “Holder” meaning the registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a
senior unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released
and discharged upon the occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance
with the terms of the Nineteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption
Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, plus,
in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note
will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100%
of the principal amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means March 15, 2031.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking firms (or their
respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors; provided,
however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity
or interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed
on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof
by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise
in accordance with the procedures of DTC. Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction
of one or more conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent,
such notice shall state the nature of such conditions precedent.
Except
as provided above, this
Note is not redeemable by
the Company prior to maturity.
This
Note is not subject to any
sinking fund.
Upon
the occurrence of a Change
of Control Repurchase Event,
unless the Company has redeemed
this Note or the Company has
defeased this Security or satisfied and discharged this Note,
the Holder of this Note
shall have the right to require that the Company
purchase all or a portion (such
principal amount to be equal
to $2,000 or integral
multiples of $1,000
in excess thereof), of
this Note at a purchase price in cash
in an amount equal
to 101% of the
principal amount thereof, plus
accrued but unpaid interest,
if any, to,
but not including, the date of
purchase. Within 30 days following
any Change of Control Repurchase
Event, the Company
shall deliver a notice to each
Holder, in accordance with
Section 40l(b) of the
Nineteenth Supplemental Indenture,
with a copy to
the Trustee, which
notice shall govern the terms
of the Change of Control Offer.
Notice of any redemption pursuant to
the Change of Control Offer will be
mailed or delivered electronically
at least 15 days but not more
than 60 days before the Redemption
Date to the Holder hereof in accordance
with the Nineteenth Supplemental
Indenture.
In
case an Event of
Default shall occur and be
continuing, the principal hereof
may be declared, and upon such
declaration shall become,
due and payable,
in the manner, with
the effect and subject to
the conditions provided in
the Indenture.
Subject
to certain exceptions set
forth in the Indenture, (i)
the Indenture may be amended
with respect to the Notes
with the consent of the Holders
of at least a majority
in principal amount outstanding
of the Notes and (ii) any
default or noncompliance with any
provisions applicable to the Notes may be waived
with the consent of the
Holders of a majority in principal amount
outstanding of the Notes. Subject to certain exceptions
set forth in the Indenture,
without the consent of any
Holder,
the Company and the Trustee
may amend the Indenture
or the Notes to,
among other things, cure
any ambiguity, defect or inconsistency,
or to provide for the assumption
by a successor person of
the obligations of the Company under the Indenture,
or to add additional
covenants or surrender any right or
power conferred on the Company,
or to establish the
form or terms of the Notes
of any series,
or to appoint a successor
Trustee or provide for administration of the trust by more than
one Trustee, or
to add to,
delete from or revise the
conditions,
limitations, and restrictions
on the authorized amount,
terms or purposes of issue,
authentication and delivery
of the Notes or to
add any additional event of default,
or to modify the provisions
of the Indenture as
shall be necessary to facilitate
the defeasance and discharge of
the Notes as shall
not adversely affect any
Holders, or to secure
the Notes, or to make provisions
with respect to exchange
rights of Holders,
or to make any change
that does not adversely
affect the rights of any
Holder.
Subject
to certain conditions,
the Company at any
time may terminate some
or all of its
obligations and the obligations of the
Guarantor under the Notes
and the Indenture if the
Company deposits with the
Trustee money or U.S. Government Obligations for the payment
of principal,
premimn,
if any,
and interest on the Notes to
the Maturity Date.
If
money for the payment of
principal or interest remains unclaimed
for two years,
the Trustee or Paying
Agent shall pay the money
back to the Company at
its request unless an
abandoned property law designates another Person.
After any such payment,
Holders entitled to
the money must look only
to the Company and not to
the Trustee for payment.
No
reference herein to the Indenture
and no provision of
this Note or of the Indenture shall
alter or impair the obligation
of the Company,
which is absolute and
unconditional, to pay the principal of and prernium,
if any, and interest on this
Note at the place, at the
respective times, at the rate,
and in the coin or currency
herein prescribed.
No
director, officer,
employee or stockholder,
as such, of the Company
or the Guarantor shall have
any liability for any
obligations of the Company
under this Note or the
Indenture or the obligations
of the Guarantor
under the Indenture, as applicable,
or for any claim based on,
in respect of or by reason
of such obligations or
their creation. Each Holder,
by accepting this Note,
waives and releases all such
liability. The waiver and
release are part of
the consideration for the
issue of this Note.
This
Note and the Indenture shall
be governed by and construed
in accordance with the
law of the State of New York
applicable to agreements made
or instruments entered into
and, in each
case, performed in said state.
Ownership
of this Note shall
be proved by the register for the Notes kept
by the Registrar. The Company, the Trustee and
any agent of the Company may
treat the Person in whose name a
Note is registered as
the absolute owner thereof for all
purposes.
Pursuant
to a recommendation promulgated by the Committee
on Uniform Securities Identification Procedures (“CUSIP”),
the Company has caused
a CUSIP number to be printed
on this Note and has
directed the Trustee to use the CUSIP
number as a convenience to Holders. No representation is made
as to the correctness of
such numbers and reliance
may be placed only on the
other identification numbers printed on
this Note.
Terms
used herein without definition
that are defined in the Indenture shall
have the meanings assigned to
them in the Indenture.
Unless
the Certificate of Authentication
hereon has been executed by the Trustee under
the Indenture referred to herein by the manual,
facsimile or electronic signature of
one of its authorized officers, or on behalf of the
Trustee by the manual, facsimile or electronic
signature of an authorized officer of the
Trustee’s authenticating
agent, this Note shall
not be entitled to any benefit under
the Indenture or be valid
or obligatory for any purpose.
[Remainder
of Page Intentionally Left
Blank]
IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF
AUTHENTICATION
This
is one of the Notes designated therein referred to in the
within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s)
unto
Please
insert social security number or
other identifying number of assignee:
Please
print or type name and address
(including zip code) of assignee:
the
within Note and all rights
thereunder, hereby irrevocably constituting
and appointing
attorney to transfer said Note
of Cox Communications, Inc.
on the books of Cox Communications, Inc.
with full power of
substitution in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the
name as written upon the
face of this Note in
every particular without alteration or enlargement or any change
whatsoever. The Signature must be guaranteed by
an “eligible guarantor institution
meeting the requirements of the Registrar,
which requirements include memberships or
participation in the Security Transfer Agent
Medallion Program (“STAMP”)
or such other “signature
guarantee program” as may
be determined by the Registrar in addition
to, or in substitution
for, STAMP, all in
accordance with the
Securities Exchange Act of 1934.
EXHIBIT A-l(ii)
[FORM
OF FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT’’),
OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION
HEREIN MAY BE REOFFERED,
SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR
OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY,
BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT
(A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) OR
(B) IT IS A
NON-US. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN
THE MEANING OF REGULATIONS UNDER
THE SECURITIES ACT AND IN ACCORDANCE
WITH THE LAWS APPLICABLE
TO SUCH PURCHASER IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE AND
(2) AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY,
PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”)
THAT IS ONE YEAR AFTER THE LATEST OF
THE ISSUE DATE HEREOF, THE
ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED IN
THE INDENTURE GOVERNING THIS
SECURITY) AND THE LAST DATE
ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE COMPANY,
THE GUARANTOR OR ANY SUBSIDIARY THEREOF,
(B) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A PERSON
IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) PURSUANT TO
OFFERS AND SALES TO NON-US. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATIONS UNDER
THE SECURITIES ACT AND IN ACCORDANCE WITH
THE LAWS APPLICABLE TO
IT IN THE JURISDICTION IN WHICH SUCH PURCHASE
IS MADE, (D) PURSUANT TO
A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S,
OR REGISTRAR’S,
AS APPLICABLE,
RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM,
AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE OR
REGISTRAR. THIS LEGEND WILL BE REMOVED
UPON THE WRITTEN REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE &
CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT
HEREON 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.
TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS, IN WHOLE BUT NOT
IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE
WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE NINETEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
No. R- PRINCIPAL
AMOUNT
CUSIP No. 224044
CPO $
COX
COMMUNICATIONS, INC.
3.600%
Notes due 2051
COX
COMMUNICATIONS, INC.,
a Delaware corporation
(hereinafter
called the “Company,”
which term includes any
successor corporation under the Indenture referred to below),
for value
received,
hereby promises to
pay to Cede & Co.,
or registered
assigns, the principal
sum of [ ]
($ )
on June 15,
2051 (the
“Maturity Date”),
unless previously
redeemed,
and to pay interest
thereon from June 2, 2021
or from the most recent Interest
Payment Date to which interest
has been paid or
duly provided for, payable semiannually
on June 15 and December
15 of each year (each,
an “Interest
Payment Date”), commencing
December
15, 2021 at the rate of 3.600% per annum,
until the principal hereof
is paid or
duly made
available for payment.
Interest shall
be computed on the basis of a 360-day
year of twelve 30-day months.
The interest
so payable and
punctually
paid or duly
provided for on any Interest
Payment
Date will, as
provided
in the Indenture,
be paid to the Person in whose
name this Note (or
one or more predecessor securities)
is registered
at the close of business on
the regular record date
for such interest,
which shall
be June 1
or December 1 (whether or
not a Business
Day), as the
case may be, immediately
preceding such Interest
Payment Date. Any
such interest which
is payable, but
is not punctually
paid or duly provided for,
on any Interest
Payment
Date shall forthwith
cease to be payable
to the registered
Holder hereof
on the relevant
regular record date by virtue
of having
been such Holder, and
may be paid to the Person in whose
name this Note (or one
or more predecessor securities)
is registered at the
close of business
on a subsequent
special record date (which
shall be not more than 15 days
and not less than 10 days before
the payment date)
for the payment of
such defaulted interest
to be fixed by the Trustee,
notice whereof shall
be given to the Holders
of Notes of this series
not less than 10 days
prior to such
special record
date, or may
be paid at any time in
any other lawful
manner, all as more fully
provided in such
Indenture. If any Interest
Payment Date, Redemption
Date or the Maturity Date
falls on a day that is not
a Business Day,
the required payment shall be made
on the next Business Day
as if it were made on
the date such
payment was due and no
interest shall
accrue on the amount so
payable for the period
from and after such Interest
Payment Date,
Redemption Date
or the Maturity
Date, as the
case may be, to such
next Business Day. Payments of principal, premium, if
any, and interest
hereunder shall be
made in such coin
or currency
of the United States of America
as at the time of payment
shall be legal
tender for the payment of
public and private debts and shall
be made immediately
available to the Holder
(as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities
of the Company, designated as the
Company’s “3.600%
Notes due 2051” (the “Notes”), initially limited to
an aggregate principal amount of $700,000,000, all issued or to be issued
under and pursuant to an Indenture dated
as of June 27, 1995 (the “Original Indenture”), as supplemented
by the Nineteenth
Supplemental Indenture dated
as of June 2, 2021 (the “Nineteenth
Supplemental Indenture” and, together with the
Original Indenture, the “Indenture”), duly
executed and delivered by the Company and Cox Enterprises, Inc., a
Delaware corporation, as
guarantor (the “Guarantor”), to The
Bank of New York Mellon Trust
Company, N.A, as
trustee (hereinafter referred to
as the “Trustee”), to which
Indenture and
all indentures
supplemental
thereto
reference is
hereby made for
a description of the rights, limitation of rights, obligations, duties
and immunities thereunder of the
Trustee, the Company, the Guarantor and the
Holders (the words
“Holders” or “Holder” meaning
the registered holders or registered holder of
the Notes).
The
Notes and
the obligations of the
Company thereunder
and under the
Indenture
shall be fully
and unconditionally
guaranteed on a senior
unsecured basis by
the Guarantor (the “Guarantee”).
The Guarantee
will be automatically and unconditionally
released
and discharged upon the occurrence
of certain events
without any action required
on the part of the Trustee
or any Holder in accordance
with the terms
of the Nineteenth Supplemental
Indenture.
Prior
to the Par Call Date, this Note
will be redeemable at the
option of the Company at any time, in whole or
in part, at a Redemption Price equal to the
greater of (i) 100%
of the principal amount of this Note to be redeemed and
(ii) the sum, as determined
by the Quotation Agent, of the present values
of the principal amount of this Note to
be redeemed and the remaining scheduled
payments of interest on
the principal amount
of this Note to
be redeemed (assuming that this Note matured on the
Par Call Date), exclusive
of interest accrued to
the Redemption Date, in each
case, discounted from
their respective scheduled payment dates to
the Redemption Date on a semiannual
basis (assuming a 360-day
year consisting of twelve 30-day months) at the
Treasury Rate (as defined
below) plus 20 basis points, plus, in each
case, accrued and unpaid interest
thereon to, but not including, the
Redemption Date. On or after the Par Call Date, this Note
will be redeemable at the option
of the Company, in whole
at any time or in part
from time to time, at a Redemption
Price equal to 100% of the
principal amount of this Note being
redeemed, plus accrued
and unpaid interest thereon to, but not
including, the Redemption Date.
“Comparable
Treasury Issue” means,
with respect to this Note
subject to redemption,
the United States
Treasury security selected
by the Quotation Agent as having
an actual or interpolated maturity
comparable to the remaining life of this
Note to be redeemed (assuming
that this Note matured on the
Par Call Date) that would
be utilized, at
the time of selection and in accordance
with customary financial
practice, in pricing new issues
of corporate debt securities
of comparable maturity with the
remaining life of this Note
to be redeemed (assuming,
for this purpose, that this
Note matured
on the Par Call Date).
“Comparable
Treasury Price” means,
with respect to any Redemption
Date, the average of five
Reference Treasury Dealer Quotations
for such Redemption Date,
after excluding the highest and
lowest of
such Reference
Treasury Dealer Quotations,
or, if the Quotation
Agent obtains fewer than five such
Reference Treasury Dealer
Quotations, the average
of all such quotations.
“Par
Call Date” means
December 15, 2050.
“Quotation
Agent” means the
Reference Treasury Dealer appointed
by the Company.
“Reference
Treasury Dealer” means,
with respect
to any Redemption Date, (i)
J.P. Morgan Securities LLC,
RBC Capital Markets,
LLC and Wells Fargo Securities,
LLC and each
of their
respective successors and
(ii) two other nationally
recognized investment banking
firms (or their respective
affiliates) that the Company selects
in connection with
such Redemption Date, and
each of their respective
successors;
provided, however,
that if any of the
foregoing shall cease to
be a U.S. government securities
dealer in the United States (a “Primary
Treasury Dealer”),
the Company will substitute another Primary
Treasury Dealer.
“Reference
Treasury Dealer Quotations”
means, with
respect to
each Reference
Treasury Dealer and any Redemption
Date, the
average, as determined
by the Quotation
Agent, of the bid
and asked prices for the Comparable
Treasury Issue, expressed
in each case as a percentage of its
principal amount,
quoted in writing to
the Quotation Agent by such
Reference
Treasury Dealer
at 3:30 p.m., New
York City time, on the
third Business
Day preceding such
Redemption Date.
“Treasury
Rate” means, with respect
to any Redemption Date, the rate per
annum equal
to the semi-annual
or equivalent yield
to maturity or interpolated
(on a day-count basis)
of the Comparable
Treasury Issue,
calculated on the third Business
Day preceding such
Redemption Date using
a price for the Comparable
Treasury Issue
(expressed as a percentage of
its principal amount)
equal to the Comparable Treasury Price
for such
Redemption
Date.
If
money sufficient to pay the
Redemption Price and accrued and unpaid interest
on the principal amount of
this Note to be
redeemed on the Redemption
Date is deposited
with the Trustee
or Paying
Agent on or before the
Redemption Date and certain other conditions specified
in the Indenture
are satisfied, then
on or after such date,
interest will cease to accrue
on the principal amount
of this Note
called for redemption.
Notice
of any redemption will be
delivered at least
15 days but
not more than 60 days
before the Redemption
Date to the Holder
hereof by first-class
mail or delivered
electronically if held
by DTC, to
the address of such
Holder appearing in the security
register
or otherwise in accordance
with the procedures of DTC.
Any notice
of redemption may,
at the Company’s
discretion,
be subject
to the satisfaction
of one or more conditions
precedent, and
if such notice of redemption
is conditioned upon the occurrence
of one or more conditions precedent, such notice
shall state the nature of
such conditions precedent.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This Note is not subject to any
sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased
this Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase
price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including,
the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 40l(b) of the Nineteenth Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Nineteenth Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent
of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor
under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at
the respective times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations
of the Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim
based on, in respect of or by reason of such obligations or their creation.
Each Holder, by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for
the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the
Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders.
No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual,
facsimile or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic
signature of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please
insert social security number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the
within Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting
the requirements of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT
A-2(i)
[FORM
OF FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER”
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S.
PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE
WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTIOIN IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE
LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY)
AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED
IN RULE 902 OF REGULATIONS) IN RELIANCE ON REGULATIONS, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B)
FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON
THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE
NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF
THE NINETEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No.R-
PRINCIPAL
AMOUNT
CUSIP No. U22018 AY8
$
COX
COMMUNICATIONS, INC.
2.600%
Notes due 2031
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [ ]
($ ) on June 15,
2031 (the “Maturity Date”), unless previously redeemed, and to pay interest thereon from June 2, 2021 or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on June 15 and December 15 of each year
(each, an “Interest Payment Date”), commencing December 15, 2021 at the rate of 2.600% per annum, until the principal hereof
is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest
so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest
Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall
forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been such Holder,
and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of business
on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date) for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series not
less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the
required payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case
may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency
of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall
be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “2.600% Notes due
2031” (the “Notes”), initially limited to an aggregate principal amount of $800,000,000,
all issued or to be issued under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented
by the Nineteenth Supplemental Indenture dated as of June 2, 2021 (the “Nineteenth Supplemental Indenture” and, together
with the Original Indenture, the “Indenture”), duly executed and delivered by the Company and Cox Enterprises, Inc., a Delaware
corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred
to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description
of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the Guarantor and the
Holders (the words “Holders” or “Holder” meaning the registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a
senior unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released
and discharged upon the occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance
with the terms of the Nineteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption
Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed and (ii) the sum, as determined by the Quotation
Agent, of the present values of the principal amount of this Note to be redeemed and the remaining scheduled payments of interest on
the principal amount of this Note to be redeemed (assuming that this Note matured on the Par Call Date), exclusive of interest accrued
to the Redemption Date, in each case, discounted from their respective scheduled payment dates to the Redemption Date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points, plus,
in each case, accrued and unpaid interest thereon to, but not including, the Redemption Date. On or after the Par Call Date, this Note
will be redeemable at the option of the Company, in whole at any time or in part from time to time, at a Redemption Price equal to 100%
of the principal amount of this Note being redeemed, plus accrued and unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by
the Quotation Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming
that this Note matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed
(assuming, for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for
such Redemption Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent
obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means March 15, 2031.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking firms (or their
respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors; provided,
however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average,
as determined by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage
of its principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time,
on the third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity
or interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed
on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof
by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise
in accordance with the procedures of DTC. Any notice of redemption may,
at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, and if such notice of redemption
is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such conditions precedent.
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This Note
is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased
this Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase
price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including,
the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 40l(b) of the Nineteenth Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Nineteenth Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent
of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor
under the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money
back to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled
to the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at
the respective times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations
of the Company under this Note or the Indenture or the obligations of the Guarantor
under the Indenture, as applicable, or for any claim based on, in respect of or by reason of such obligations or their creation.
Each Holder, by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for
the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the
Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders.
No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual,
facsimile or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic
signature of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please
insert social security number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the
within Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular
without alteration or enlargement or any change whatsoever. The Signature must be guaranteed by an eligible guarantor institution
meeting the requirements of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition
to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(ii)
[FORM
OF FACE OF SECURITY] [TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE
MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN
WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY
ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON
REGULATION S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS1
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE
WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS
THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE
NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE
BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS
OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF
THE NINETEENTH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
No.R-
PRINCIPAL
AMOUNT
CUSIP No. U22018 AZ5
$
COX
COMMUNICATIONS, INC.
3.600%
Notes due 2051
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the “Company,” which term includes any successor
corporation under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of [ ]
($ ) on June 15, 2051 (the “Maturity Date”), unless previously redeemed, and to pay interest
thereon from June 2, 2021 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable
semiannually on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing December 15, 2021 at
the rate of 3.600% per annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the
basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered
at the close of business on the regular record date for such interest, which shall be June 1 or December 1 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant
regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on a subsequent special record date (which shall be not more than 15 days and not
less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall
be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity
Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the
date such payment was due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest
hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for
the payment of public and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company’s “3.600% Notes
due 2051” (the “Notes”), initially limited to an aggregate principal amount of $700,000,000,
all issued or to be issued under and pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as
supplemented by the Nineteenth Supplemental Indenture dated as of June 2, 2021 (the “Nineteenth Supplemental Indenture”
and, together with the Original Indenture, the “Indenture”), duly executed and delivered by the Company and Cox
Enterprises, Inc., a Delaware corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust Company,
N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the Guarantor and the Holders (the words “Holders” or “Holder” meaning the
registered holders or registered holder of the Notes).
The
Notes and the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a
senior unsecured basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released
and discharged upon the occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance
with the terms of the Nineteenth Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company at any time, in whole or in part, at a Redemption
Price equal to the greater of (i) 100% of the principal amount of this Note to be redeemed
and (ii) the sum, as determined by the Quotation Agent, of the present values of the principal amount of this Note to be redeemed
and the remaining scheduled payments of interest on the principal amount of this Note to be redeemed (assuming that this Note matured
on the Par Call Date), exclusive of interest accrued to the Redemption Date, in each case, discounted from their respective scheduled
payment dates to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 20 basis points, plus, in each case, accrued and unpaid interest thereon to, but not including,
the Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole at any time or
in part from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus accrued and
unpaid interest thereon to, but not including, the Redemption Date.
“Comparable
Treasury Issue” means, with respect to this Note subject to redemption, the United States Treasury security selected by the Quotation
Agent as having an actual or interpolated maturity comparable to the remaining life of this Note to be redeemed (assuming that this Note
matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity with the remaining life of this Note to be redeemed (assuming,
for this purpose, that this Note matured on the Par Call Date).
“Comparable
Treasury Price” means, with respect to any Redemption Date, the average of five Reference Treasury Dealer Quotations for such Redemption
Date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or, if the Quotation Agent obtains fewer than
five such Reference Treasury Dealer Quotations, the average of all such quotations.
“Par
Call Date” means December 15, 2050.
“Quotation
Agent” means the Reference Treasury Dealer appointed by the Company.
“Reference
Treasury Dealer” means, -with respect to any Redemption Date, (i) J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells
Fargo Securities, LLC and each of their respective successors and (ii) two other nationally recognized investment banking firms (or their
respective affiliates) that the Company selects in connection with such Redemption Date, and each of their respective successors; provided,
however, that if any of the foregoing shall cease to be a U.S. government securities dealer in the United States (a “Primary
Treasury Dealer”), the Company will substitute another Primary Treasury Dealer.
“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue, expressed in each case as a percentage of its
principal amount, quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the
third Business Day preceding such Redemption Date.
“Treasury
Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual or equivalent yield to maturity or
interpolated (on a day-count basis) of the Comparable Treasury Issue, calculated on the third Business Day preceding such Redemption
Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for such Redemption Date.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed
on the Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Notice
of any redemption will be delivered at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof
by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise
in accordance with the procedures of DTC. Any notice of redemption may, at the Company’s discretion, be subject to the satisfaction
of one or more conditions precedent, and if such notice of redemption
is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such conditions precedent.
Except
as provided above, this Note is not redeemable by the Company prior to maturity. This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased
this Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase
price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including,
the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder,
in accordance with Section 40l(b) of the Nineteenth Supplemental Indenture, with a copy to the Trustee, which notice shall govern the
terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Nineteenth Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent
of the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify
the provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely
affect any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that
does not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations
of the Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim
based on, in respect of or by reason of such obligations or their creation.
Each Holder, by accepting this Note, waives and releases all such liability. The waiver and release are part of the consideration for
the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the
Company may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders.
No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual,
facsimile or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic
signature of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually or by facsimile.
Date:
COX COMMUNICATIONS, INC.
By:
Name:
Title:
By:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned Indenture.
THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
ASSIGNMENT FORM
FOR
VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please
insert social security number or other identifying number of assignee:
Please
print or type name and address (including zip code) of assignee:
the
within Note and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without
alteration or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting
the requirements of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program
(“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or
in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer
Certificate
In
connection with a transfer of any of the $
Principal amount of the
% Notes due 20
(the “Notes”) of Cox Communications, Inc. (the “Company”) within the period prior to the expiration of the holding
period applicable to the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)
(or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $
principal amount of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”)
for registration of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other
than that of the undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with
the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below:
¨ The
transfer of the Surrendered Notes is made to the Company, Cox Enterprises, Inc. or any Subsidiary
thereof;
¨ The
transfer of the Surrendered Notes complies with Rule 144A under the Securities Act;
¨ The
transfer of the Surrendered Notes is pursuant to a registration statement which has been
declared effective under the Securities Act;
¨ The
transfer of the Surrendered Notes is pursuant to an offer and sale to a non-U.S.
person that occurs outside the United States within the meaning of Regulation S
under the Securities Act and in accordance with the laws applicable to it in the jurisdiction
in which such purchase is made;
¨ The
transfer of the Surrendered Notes is pursuant to another available exemption from the registration
requirements of the Securities Act.
and unless the box below is checked,
the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate”
of the Company as defined in Rule 144 under the Securities Act (an “Affiliate”).
¨ The
transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner
is a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must be stated.)
EXHIBIT B-2
Form
of Letter to be Delivered by Accredited Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody
Road, NE
Atlanta, Georgia 30328
Attention: Treasurer
The
Bank of New York Mellon Trust Company, N.A., as Registrar
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
Attention:
Corporate Trust Office
Dear
Sirs:
We
are delivering this letter in connection with the proposed transfer of $
principal amount of the % Notes
due 20 (the “Notes”) of Cox Communications,
Inc. (the “Company”).
We hereby confirm that:
(i) we
are an “accredited investor” within the meaning of Rule 50l(a)(l), (2), (3) or
(7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”),
or an entity in which all of the equity owners are accredited investors within the meaning
of Rule 50l(a)(l), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional
Accredited Investor”);
(ii) (A)
the purchase of Notes by us is for our own account or for the account of one or more other
Institutional Accredited Investors or as fiduciary for the account of one or more trusts,
each of which is an “accredited investor” within the meaning of Rule 50l(a)(7)
under the Securities Act and for each of which we exercise sole investment discretion or
(B) we are a “bank,” within the meaning of Section 3(a)(2) of the Securities
Act, or a “savings and loan association” or other institution described in Section
3(a)(5)(A) of the Securities Act that is acquiring Notes as fiduciary for the account of
one or more institutions for which we exercise sole investment discretion;
(iii) we
will acquire Notes having a minimum principal amount of not less than $100,000 for our own
account or for any separate account for which we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of purchasing Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention
of offering or selling Notes, except as permitted below; provided that the disposition
of our property and property of any accounts for which we are acting as fiduciary shall remain
at all times within our control.
We understand
that the Notes were originally offered and sold in a transaction not involving any public offering within the United States within the
meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on our own behalf and
on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any beneficial
interest therein, prior to the date (the “Resale Restriction Termination Date”) that is (a) one year after the latest of
(x) the original issue date of the Notes, (y) the original issue date of any Additional Notes (as defined in the indenture governing
the Notes) and (z) the last date on which the Issuer or any of its Affiliates were the owner of such Notes (or any predecessor thereof),
and (b) such later date, if any, as may be required by applicable laws only:
(1) to
the Company or any Subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably
believe is a “qualified institutional buyer” (as defined in Rule 144A under the
Securities Act) that purchases for its own account or for the account of a qualified institutional
buyer to which notice is given that the transfer is being made in reliance on Rule 144A,
or
(3) pursuant
to offers and sales to non-U.S. persons that occur outside the United States within the meaning
of Regulation S under the Securities Act and in accordance with the laws applicable to us
in the jurisdiction in which such purchase is made, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements of the Securities Act.
We
acknowledge that the Company, others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we
agree to notify you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete.
THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title
Address:
EX-4.17 — EXHIBIT 4.17
EX-4.17
Filename: tm2623711d1_ex4-17.htm · Sequence: 18
Exhibit 4.17
EXECUTION VERSION
COX COMMUNICATIONS, INC.,
as Issuer
COX
ENTERPRISES, INC.,
as
Guarantor
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
TWENTIETH SUPPLEMENTAL INDENTURE
Dated as of June 20,
2023
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of Debt Securities designated
5.450% Notes due 2028
5.700% Notes due 2033
TWENTIETH SUPPLEMENTAL INDENTURE, dated
as of the 20th day of June, 2023, among COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of Delaware,
having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Company”),
COX ENTERPRISES, INC., a corporation existing under the laws of the State of Delaware, having its principal executive office
located at 6205-A Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Guarantor”), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located at 500 Ross Street, 12th Floor,
Pittsburgh, Pennsylvania 15262, as trustee (the “Trustee”);
WHEREAS, the Company has
heretofore executed and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original
Indenture” and, as amended by this Supplemental Indenture, the “Indenture”), providing for the issuance
by the Company from time to time of its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and
herein called the “Debt Securities”), unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in
the exercise of the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and
pursuant to appropriate resolutions of the Company’s Board of Directors, and the Guarantor, pursuant to appropriate
resolutions of the Guarantor’s Board of Directors, have duly determined to make, execute and deliver to the Trustee this
Supplemental Indenture to the Original Indenture in order to establish the form and terms of, and to provide for the creation and
issuance of, two new series of Debt Securities designated as the “5.450% Notes due 2028” in the initial aggregate
principal amount of $500,000,000 (the “2028 Notes”) and the “5.700% Notes due 2033” in the
initial aggregate principal amount of $500,000,000 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”) and
(ii) to establish the terms of, and to provide for the grant of, full and unconditional guarantees (the “Guarantees”) by
the Guarantor of the Company’s obligations with respect to the Notes and the Company’s obligations under the Indenture
in respect thereof;
WHEREAS, Section 9.01 of the Original
Indenture provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent of any
Holders, may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities of any
series as permitted by Sections 2.01 and 2.03 of the Original Indenture and to add guarantees with respect to the Debt Securities of
any series;
WHEREAS, all things necessary to make
the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions
hereinafter and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company
and to make this Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantor, have been done;
NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the “5.450%
Notes due 2028” and the “5.700% Notes due 2033” and to provide for the Guarantees in respect thereof
and for and in consideration of the premises and of the covenants contained in the Original Indenture and in this Supplemental
Indenture and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes of each series, as follows:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to each series of Debt Securities (consisting of
the Notes) created hereby and the Guarantees in respect thereof, except as otherwise expressly provided or unless the context otherwise
requires, the terms defined in this Article have the meanings assigned to them in this Article. Each capitalized term that is used
in the Original Indenture and this Supplemental Indenture but not defined herein shall have the meaning specified in the Original Indenture.
“Additional Notes” has
the meaning specified in Section 202 of this Supplemental Indenture.
“Agent Members” has
the meaning specified in Section 209(e)(v) of this Supplemental Indenture.
“Applicable Procedures”
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Below Investment Grade Downgrade
Event” means, with respect to either series of Notes, the rating on such Notes is lowered in respect of a Change of Control
and such Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the first public announcement
by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control
(which period shall be extended until the ratings are announced if, during such 60-day period, the rating of such Notes is under publicly
announced consideration for possible downgrade by each of the Rating Agencies); provided that a Below Investment Grade Downgrade
Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular
Change of Control (and thus shall not be deemed a Below Investment Grade Downgrade Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply
do not announce or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether
or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Downgrade Event). The Company shall
request the Rating Agencies to make such confirmation in connection with any Change of Control and shall promptly certify to the Trustee
as to whether or not such confirmation has been received or denied.
“Business
Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
in The City of New York are authorized or obligated by law to close.
2
“Capital Stock” of any
Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital
stock, other equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited),
limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, including any preferred stock, and any rights (other than debt
securities convertible into, or exchangeable for or valued by reference to, Capital Stock until and unless any such debt security is
converted into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.
“cash” means U.S. legal tender.
“Certificated Notes” means
the Notes issued in certificated, registered form without interest coupons and not required to bear the Legend set forth in Section 207(a)(ii) of
this Supplemental Indenture.
“Change of Control” means the occurrence
of any of the following events:
(1) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the Company;
(2) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of merger or consolidation) all or substantially
all of its and its Subsidiaries’ assets taken as a whole to any Person, other than any such transaction where:
(A) the transferee is a Person controlled,
directly or indirectly, by one or more Permitted Holders; or
(B) following such transaction,
each transferee becomes an obligor in respect of the Notes and either (i) each transferee
is or becomes a Subsidiary of the transferor of such assets or (ii) the holders of the
Voting Stock of the Company immediately prior to such transaction own, directly or indirectly,
not less than a majority of the Voting Stock of the transferee immediately after such transaction;
(3) the
Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company, in any
such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where:
(A) the surviving corporation is
a Person controlled, directly or indirectly, by one or more Permitted Holders; or
3
(B) (i) the outstanding Voting
Stock of the Company is changed into or exchanged for Voting Stock of the surviving corporation
(or any direct or indirect parent company of the surviving corporation) and (ii) the holders of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation
immediately after such transaction; or
(4) the adoption of a plan relating
to the liquidation or dissolution of the Company.
Notwithstanding the
foregoing, a transaction will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly owned
subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such
transaction own, directly or indirectly, at least a majority of the Voting Stock of such holding company.
“Change of Control Repurchase
Event” means, with respect to either series of Notes, the occurrence of a Change of Control together with a Below Investment
Grade Downgrade Event with respect to such series of Notes. Notwithstanding the foregoing, no Change of Control Repurchase Event will
be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has actually been
consummated.
“Clearstream” means Clearstream Banking,
S.A. (formerly Cedelbank).
“Corporate Trust Office”
means 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262 or such other address as the Trustee may designate from time to
time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address
as such successor Trustee may designate from time to time by notice to the Holders and the Company).
“Cox Descendants” means the lineal descendants
of Governor James M. Cox.
“Cox Family Charities” means
charitable organizations of which Cox Family Individuals constitute at least a majority of the trustees, members or directors thereof.
“Cox Family Individuals”
means (a) the Cox Descendants and (b) the spouses and surviving spouses of Cox Descendants.
“Cox Family
Members” means (a) Cox Family Individuals, (b) Cox Family Trusts, (c) Cox Family Charities or
(d) corporations, partnerships, limited partnerships, limited liability companies or any other Person beneficially owned in
whole or in part by one or more Cox Family Individuals or Cox Family Trusts or Cox Family Charities;provided that, with
respect to clauses (b) and (d), in the case of a Cox Family Trust, a majority of the trustees are Cox Family Individuals, in
the case of a general or limited partnership, Cox Family Individuals own, directly or indirectly, more than 50% of the interests or
general partner interests, in the case of a limited liability company, Cox Family Individuals hold, directly or indirectly, more
than 50% of the vote of the managers, and in the case of any other Person, one or more Cox Family Individuals is the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more
than 50% of the Voting Stock, measured by voting power rather than number of shares, of such Person.
4
“Cox Family Trusts” means
trusts established by or for the benefit of any one or more Cox Family Individuals.
“Credit Agreement” means
the Third Amended and Restated Credit Agreement dated as of November 10, 2010, and as amended and restated as of March 28,
2014, December 13, 2018 and November 4, 2021, and further amended as of March 1, 2023 (and as may be further amended,
supplemented or otherwise modified from time to time), among the Company, the Guarantor, JPMorgan Chase Bank, N.A., as administrative
agent, and the lenders from time to time party thereto.
“Debt Securities” has the meaning
specified in the first recital hereof.
“Depositary” means,
with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been
appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean or
include such successor and any nominee thereof.
“Distribution Compliance Period”
means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any, as may be required by applicable
laws.
“DTC” means The Depository Trust Company.
“Electronic Means” shall
mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available
for use in connection with its services hereunder.
“Euroclear” means the Euroclear Bank SA/NV.
“Exchange Act” means the Securities Exchange
Act of 1934, as amended.
“Fitch” means
Fitch Ratings, Inc. or any successor to the rating agency business thereof.
“Global
Note” means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of this
Supplemental Indenture, and deposited with or on behalf of the Depositary.
“Guarantee” or “Guarantees” has
the meaning specified in the recitals hereof.
“Guarantor” has the meaning specified
in the first paragraph hereof.
“Holder” and “Noteholder,”
in the case of any Note, means the Person in whose name such Note is registered in the Debt Security Register.
“Institutional
Accredited Investor” means an institutional “accredited investor” as defined in Rule 501(a)(l), (2),
(3) and (7) under the Securities Act.
5
“Interest Payment
Date,” in respect of any Note, has the meaning assigned to it in such Note.
“Investment
Grade Rating” means (a) with respect to Moody’s, a rating equal to or higher than Baa3 (or the equivalent), and
(b) with respect to S&P and Fitch, a rating equal to or higher than BBB- (or the equivalent) (or, in each case, if such
Rating Agency ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment grade credit
rating from any Rating Agency selected by the Company as a replacement Rating Agency).
“Issue Date” means June 20, 2023.
“Legend” means the Transfer
Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
“Moody’s”
means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.
“Notes” has the meaning specified in the
recitals hereof.
“Permitted Holders” means
(a) the Cox Family Members, (b) the Guarantor and its affiliates, including any successor Person to the Guarantor that owns,
directly or indirectly, 100% of the Capital Stock of the Company and such successor Person’s affiliates, and (c) any “group”
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of the foregoing with respect to which any such Persons
exercise a majority of voting power.
“Purchase Agreement” means
the Purchase Agreement, dated June 12, 2023, among the Company and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., MUFG
Securities Americas Inc. and Wells Fargo Securities, LLC, acting as representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional Buyer” has the
meaning specified in Rule 144A.
“Rating Agencies” means:
(1) S&P;
(2) Moody’s; and
(3)
Fitch;
provided, that if S&P, Moody’s or Fitch or all
three shall not make a rating of the Notes of either series publicly available, a “nationally recognized statistical rating organization”
within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company, which shall be substituted for S&P, Moody’s
or Fitch or all three, as the case may be.
“Redemption
Date”, with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the
terms of such Note and Article III of the Original Indenture.
6
“Redemption
Price”, with respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as
determined in accordance with the terms of the applicable Note and Article III of the Original Indenture.
“Regulation
S” means Regulation S under the Securities Act.
“Regulation S Global Note”
means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
“Regulation S Permanent Global
Note” means a permanent Global Note in the form of the Note attached hereto as Exhibits A-2(i) or A-2(ii), as applicable,
and that is deposited with and registered in the name of the Depositary, issued in a denomination equal to the outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.
“Regulation S Temporary Global
Note” means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2(i) or A-2(ii), as applicable,
and that is deposited with and registered in the name of the Depositary, representing Notes sold in offshore transactions in reliance
on Regulation S.
“Resale Restriction Termination
Date” means (1) in the case of U.S. Global Notes, the date that is one year after the latest of (a) the Issue Date,
(b) the original issue date of any Additional Notes of such series and (c) the last date on which the Company or any of its
Affiliates were the owner of such Notes (or any predecessor thereof) or, in the case of Regulation S Notes, the date that is 40 days
after the latest of (a) the Issue Date, (b) the original issue date of any Additional Notes of such series and (c) the
date on which such Notes (or any predecessor thereof) were first offered to persons other than distributors (as defined in Rule 902
of Regulation S) in reliance on Regulation S and (2) such later date, if any, as may be required by applicable laws.
“Restricted Note” means
a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental Indenture and set forth
on the forms of Notes attached as Exhibits A-l(i), A-l(ii), A-2(i) or A-2(ii), as applicable, to this Supplemental Indenture.
“Rule 144A” means
Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
“S&P” means S&P
Global Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.
“Securities Act” means the Securities
Act of 1933, as amended.
“Supplemental Indenture” means this Twentieth
Supplemental Indenture.
“Termination Date” has
the meaning set forth in Section 501(f) of this Supplemental Indenture.
“Transfer Restriction Legend”
has the meaning specified in Section 207(c) of this Supplemental Indenture.
7
“Trustee” has the meaning specified
in the first paragraph hereof.
“U.S. Global Note” means
a Global Note in the form of the Note attached hereto as Exhibits A-l(i) or A-l(ii), as applicable, to this Supplemental Indenture,
and that is deposited with and registered in the name of the Depositary, representing Notes sold in reliance on Rule 144A.
“Voting Stock” of a
Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective
of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening
of any contingency).
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to the
extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
This Supplemental
Indenture amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture, to
which provisions reference is hereby made. For the avoidance of doubt, the provisions of Section 206 hereof amend
Section 3.03 of the Original Indenture as set forth in such Section 206; the provisions of Section 210 hereof amend
Section 6.01 of the Original Indenture as set forth in such Section 210; the provisions of Section 211 hereof amend
Section 7.06 of the Original Indenture as set forth in such Section 211; the provisions of Section 212 hereof amend
Section 7.07 of the Original Indenture as set forth in such Section 212; the provisions of Section 213 hereof amend
Section 7.08 of the Original Indenture as set forth in such Section 213; the provisions of Sections 214 and 215 hereof
amend Section 9.01 of the Original Indenture as set forth in such Sections 214 and 215; the provisions of Article 3 hereof
replace the provisions of Section 5.03 of the Original Indenture in their entirety; the provisions of Section 402 hereof
replace the provisions of Section 4.08 of this Original Indenture in their entirety; the provisions of Section 403 hereof
replace the provisions of Section 4.09 of the Original Indenture in their entirety; and the provisions of Article 6 hereof
amend the provisions of Section 7.02 of the Original Indenture as set forth in such Article 6.
The amendments and supplements to, and
replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture shall be applicable only with respect
to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental Indenture and the Guarantees in respect thereof,
and shall not apply to any other Debt Securities that have been or may be issued under the Original Indenture unless a supplemental indenture
with respect to such other Debt Securities specifically incorporates such amendments, supplements and replacements.
8
The provisions of Article XI of the Original Indenture
shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The 2028 Notes and 2033 Notes shall be known and designated as the “5.450% Notes due 2028” and the
“5.700% Notes due 2033” of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially
limited to $500,000,000 for the 2028 Notes and $500,000,000 for the 2033 Notes, in each case, except for Notes authenticated and
delivered upon registration of, transfer of, or exchange for, or in lieu of, other Notes pursuant to Section 2.07, 2.08, 2.09
or 9.04 of the Indenture, or upon repayment in part of any 2028 Note or 2033 Note pursuant to Article III of the Original
Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Supplemental
Indenture but without the consent of the Holders of any series of Notes, create and issue pursuant to this Supplemental Indenture an
unlimited principal amount of additional Notes of such series (in excess of any amounts theretofore issued) having the same terms
and conditions to those of the other outstanding Notes of such series (“Additional Notes”); provided that
any such Additional Notes (i) may have a different issue date and issue price from other outstanding Notes of such series and
(ii) may have a different amount of interest payable on the first Interest Payment Date after issuance than the amount payable
on other outstanding Notes of such series; provided further, that any such any such Additional Notes are not fungible with
the applicable Notes issued on the Issue Date for U.S. federal income tax purposes, such Additional Notes will be issued with a
separate CUSIP number.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2028 Notes shall be September 15, 2028. The Stated Maturity of the 2033 Notes shall
be June 15, 2033.
SECTION 204 Interest.
(a) The
2028 Notes shall bear cash interest at the rate of 5.450% per annum from June 20, 2023 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on March 15 and September 15 of
each year, beginning on September 15, 2023, to the Persons in whose names such Notes are registered at the close of business on
the immediately preceding March 1 or September 1, as the case may be, whether or not a Business Day. Interest on the Notes
will be computed on the basis of a 360-day year of twelve 30-day months.
(b) The
2033 Notes shall bear cash interest at the rate of 5.700% per annum from June 20, 2023 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 15 and December 15 of each
year, beginning on December 15, 2023, to the Persons in whose names such Notes are registered at the close of business on the immediately
preceding June 1 or December 1, as the case may be, whether or not a Business Day. Interest on the Notes will be computed on
the basis of a 360-day year of twelve 30-day months.
9
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in the City of New York designated
for such purpose; provided that, with respect to definitive Certificated Notes only, payment of interest, other than interest
payable at Stated Maturity or upon redemption, may be made at the option of the Company, by the Trustee to the address of the Person
entitled as shown on the register for such Debt Securities.
(b) If
any date of Stated Maturity, Redemption Date or Interest Payment Date falls on a day that is not a Business Day, the required payment
shall be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date
and the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price.
If the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest
Payment Date will be reduced by the amount of interest accrued to the Redemption Date. In connection with any redemption, notice of
the redemption will be delivered at least 10 days but not more than 60 days prior to the applicable Redemption Date to the Holders
of the Notes of such series by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing
in the security register or otherwise in accordance with the procedures of DTC. Without limiting the other provisions of
Section 3.03 of the Original Indenture, any notice of redemption may, at the Company’s discretion, be subject to the
satisfaction of one or more conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more
conditions precedent, such notice shall state the nature of such conditions precedent. At the Company’s request, the Trustee
shall give the notice of redemption in the Company’s name and at the Company’s expense. In such event, the Company shall
provide the Trustee with the information required by this Section and the Original Indenture relating to such redemption.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-l(i), A-l(ii), A-2(i) or A-2(ii), as applicable.
The Notes are being offered and sold by the Company pursuant
to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued
initially in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on
behalf of the subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the
name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The
aggregate principal amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary as hereinafter provided.
10
Notes offered and sold in
offshore transactions in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one
or more Regulation S Temporary Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and
Clearstream and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of a written
certificate from the Depositary, if available, together with copies of certificates from Euroclear and Clearstream, if available,
certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount
of the Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein
during the Distribution Compliance Period pursuant to another exemption from registration under the Securities Act and who shall
take delivery of a beneficial ownership interest in a U.S. Global Note bearing a Legend, all as contemplated by
Section 209(a)(iii) hereof).
Following the termination of the Distribution
Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the
Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S
Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation
S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary as hereinafter provided.
Each Global Note shall represent such
of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note representing
the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented thereby shall be made by the
Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made on the records
of the Trustee and the Depositary.
(i) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute and the Trustee
shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver initially
one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee
to the Depositary or pursuant to the Depositary’s instructions and (c) shall bear legends substantially to the following effect:
“UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
11
“TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTIETH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not
be entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with
Section 209(a)(ii) to an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests
in a Global Note transferred to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered
form without interest coupons.
(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the “Transfer Restriction Legend”) in substantially the
following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective under the Securities
Act:
“THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
12
“THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF U.S. GLOBAL NOTES: ONE YEAR AFTER
THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY
OF ITS AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IN THE CASE OF REGULATION S GLOBAL
NOTES: 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR
REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATIONS GLOBAL NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
13
“IN THE
CASE OF REGULATION S TEMPORARY GLOBAL NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR
PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED,
SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.”
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of such Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an
opinion of counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under
the Securities Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities
Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the
Registrar of the sale or exchange of such Notes pursuant to a registration statement that is effective at the time of such sale, the
Trustee, at the written direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend
is removed from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be
reinstated.
The Trustee and the Registrar shall have
no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental
Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among the
Depositary’s participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and
other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental
Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.
14
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a
beneficial interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and
Section 209(a)(ii) below, (C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial
interest in a U.S. Global Note shall comply with Section 2.07 of the Indenture and Section 209(a)(iii) below, and
(D) transfers of a Certificated Note shall comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and
(v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer
of a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be
effective under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this
Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance
with the other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request
for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in the form satisfactory
to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend,
then the Trustee shall cause, or direct the Registrar to
cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal
amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated Note to be issued,
shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
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(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant
to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144
(if available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to register the transfer of such
Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Certificated Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration
in the name of such Holder, without transfer, a certification from such Holder to that effect;
or
(B) if such Certificated Notes
are being transferred to the Company, a certification to that effect; or
16
(C) if such Certificated Notes
are being transferred pursuant to an exemption from registration, (i) a certification
to that effect (in the form set forth in Exhibit B-1 and B-2, if applicable) and (ii) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably
satisfactory to them as to the compliance with the restrictions set forth in the Transfer
Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(x) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(y) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated Note and
cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such
instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global
Notes are then Outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global
Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate
when such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be
transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which
such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of
such Note for exchange to the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that
such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision,
by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to
the Company, addressed to the Company, the Trustee and the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note, of
like tenor and aggregate principal amount, which shall not bear the Transfer Restriction Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall not be
liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
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(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
(e) The provisions of clauses (i), (ii), (iii),
(iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be
exchanged in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees
thereof, provided that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated
by the Depositary in the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue as
depositary for such Global Note or the Depositary has ceased to be a “clearing agency” registered under the Exchange
Act, and a successor Depositary is not appointed by the Company within 90 days or (B) an Event of Default has occurred and is
continuing with respect to the Notes. Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and
not in part, and any Global Note exchanged pursuant to clause (B) above may be exchanged in whole or from time to time in part
as directed by the Depositary. Prior to the issuance of Certificated Notes in exchange for any beneficial interests in a Regulation
S Global Note, the holder of such beneficial interests shall, as a condition to such exchange, certify in a form satisfactory to the
Company that such holder is a non-U.S. person (as that term is defined in Regulation S under the Securities Act) or a U.S. person
who purchased such beneficial interest in a transaction that did not require registration under the Securities Act. In the event
that Certificated Notes are issued in respect of beneficial interests in a Regulation S Global Note at any time prior to the end of
the Distribution Compliance Period (other than in a transaction subject to Rule 144A), the Company shall as promptly as
practicable, institute procedures, including appropriate certifications, reasonably designed to ensure that any transfer of such
Certificated Notes prior to the end of the Distribution Compliance Period is made only in accordance with the provisions of
Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable
Legend. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to
any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting
as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by
an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee.
Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the
order of the Depositary or an authorized representative thereof.
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(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons on whose
behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name of the
Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may be treated
by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company
or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee,
as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may
act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Events
of Default. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture
is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting
in its place the following:
then
and in each and every case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to
Restricted Subsidiaries only), (h) (with respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities
of that series at the time Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of
that series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal
amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if
given by Holders), may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Debt
Securities, such portion of the principal amount as may be specified in the terms of that series) and interest on all the Debt
Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be
immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining thereto of that series
contained to the contrary notwithstanding.
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SECTION 211 Compensation
and Reimbursement. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original
Indenture is hereby amended to be replaced with the following:
The Company covenants and agrees to pay
in Dollars to the Trustee such compensation as the Company and the Trustee shall from time to time agree in writing for all services
rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express
trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons
not regularly in its employ) except any such expense, disbursement or advances as may arise from its negligence or wilful misconduct.
The Company also covenants to indemnify in Dollars each of the Trustee (which shall be deemed to include its officers, directors, employees,
and agents) or any predecessor Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense, including
the reasonable fees and expenses of counsel, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee)
incurred without negligence or wilful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration
of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in
connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 7.06
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the satisfaction and discharge of
this Indenture. The Company and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt
Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for
the payment of principal of, and premium, if any, or interest on, particular Debt Securities and Coupons.
SECTION 212 Right
of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. With respect to the Notes, Section 7.07
of the Original Indenture is hereby amended to be replaced with the following:
Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to
the Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture.
20
SECTION 213 Separate
Trustee; Replacement of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be
replaced with the following:
The
Company may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect
to one or more or all series of Debt Securities at any time by giving 30 days’ notice to the Company. The Holders of a majority in principal
amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying the
Trustee and may appoint a successor Trustee with 30 days’ notice. The Company shall remove the Trustee with 30 days’ notice if:
(1) the Trustee fails to comply with
Section 7.10;
(2) the Trustee is adjudged bankrupt
or insolvent;
(3) a receiver or other public officer
takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes
incapable of acting.
If the Trustee resigns, is removed by
the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not
reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation or removal
of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 7.08.
A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall send a notice of its succession to Holders of Debt Securities of each applicable series. The retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
If a successor Trustee does not take
office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 25% in principal amount
of the Debt Securities of any applicable series may petition, at the expense of the Company, any court of competent jurisdiction for
the appointment of a successor Trustee for the Debt Securities of such series.
If the Trustee fails to comply with Section 7.10,
any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for the Debt Securities of such series.
Notwithstanding the replacement of the
Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue for the benefit of the retiring
Trustee.
21
In the case of the appointment hereunder
of a separate or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each
successor or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental
hereto (1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as to which any such retiring Trustee is
not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration of the trustee hereunder by more than one trustee, it
being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the same trust and
that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust
or trusts hereunder administered by any other such Trustee.
SECTION 214 With
respect to the Notes, Section 9.0l (f) of the Original Indenture is hereby deleted in its entirety and replaced with
“[Reserved]” in lieu thereof.
SECTION 215 With
respect to the Notes, the last paragraph of Section 9.01 of the Original Indenture is hereby deleted in its entirety and replaced
with the following:
After an amendment under the Indenture
becomes effective with respect to the Notes of a particular series, the Company is required to deliver to Holders of the Notes of such
series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register
or otherwise in accordance with the procedures of DTC, a notice briefly describing such amendment. However, the Company’s failure to
give such notice to all Holders of the Notes of such series, or any defect in such notice, will not impair or affect the validity of
the amendment.
ARTICLE 3
REPORTS
BY THE COMPANY
So long as any of the Debt
Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company
will, during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such reporting
requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of Notes and
to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser, any
information required to be provided by Rule 144A(d)(4) under the
Securities Act.
ARTICLE 4
ADDITIONAL COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase Event.
(a) If
a Change of Control Repurchase Event occurs with respect to either series of Notes, each Holder of the Notes of such series will
have the right to require that the Company purchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in
excess thereof) of such Holder’s Notes of such series pursuant to a Change of Control offer (a “Change of Control
Offer”) on the terms set forth in this Supplemental Indenture, except that the Company shall not be obligated to
repurchase the Notes of such series pursuant to this Section 401 in the event that the Company has exercised the right to
redeem all of the Notes of such series as described in Section 206. In the Change of Control Offer with respect to either
series of Notes, the Company will offer to purchase all of the Notes of such series at a purchase price (the “Change of
Control Purchase Price”) in cash in an amount equal to 101% of the principal amount of such series of Notes, plus accrued
but unpaid interest, if any, to, but not including, the date of purchase (the “Change of Control Purchase Date”) (subject
to the rights of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date if such
Notes have not been repurchased prior to such record date).
22
(b) Within
30 days after any Change of Control Repurchase Event with respect to either series of Notes or, at the Company’s option, prior to such
Change of Control but after the public announcement of such pending Change of Control, the Company must notify the Trustee of such series
of Notes and give written notice of the Change of Control Repurchase Event to the Trustee and each Holder of Notes of such series, by
first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise
in accordance with the procedures of DTC. The notice must state, among other things:
(1) that
a Change of Control Repurchase Event has occurred or may occur with respect to such series of Notes and the date of such event;
(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 15 days nor later than 60
days from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3) that any Note not tendered will continue to accrue interest;
(4) that,
unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control
Offer.
In addition, the notice, if sent prior to the date of the
consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being consummated
on or prior to the Change of Control Purchase Date.
(c) If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes of an applicable series validly tender and do
not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of
the Company, as described in clause (d) below, purchases all of the Notes of such series validly tendered and not withdrawn by
such Holders, the Company will have the right, upon not less than 15 nor more than 60 days’ prior notice, with such notice
given not more than 30 days following the Change of Control Purchase Date, to redeem all Notes of such series that remain
Outstanding following such purchase at a redemption price in cash equal to the Change of Control Purchase Price plus, to the extent
not included in the Change of Control Purchase Price, accrued and unpaid interest, if any, on the Notes of such series that remain
Outstanding to, but not including, the date of redemption (subject to the rights of Holders of record on relevant record dates to
receive interest due on the relevant Interest Payment Date).
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(d) The
Company will comply with Rule 14e-l under the Exchange Act, and any other securities laws and regulations thereunder to the extent
those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Repurchase
Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 401,
the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under
this Section 401 by virtue of its compliance with such securities laws and regulations. The Company will not be required to make
a Change of Control Offer upon a Change of Control Repurchase Event with respect to either series of Notes if a third party makes the
Change of Control Offer with respect to such series of Notes in the manner, at the times and otherwise in compliance with the requirements
described in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.
(e) On
the Change of Control Purchase Date with respect to either series of Notes, the Company will, to the extent permitted by law:
(1) accept
for payment all Notes of such series or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control Purchase Price in respect of all
Notes of such series or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes of such series so accepted together with an Officers’ Certificate
to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION 402 Limitation
on Liens. With respect to the Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
As long as any Notes of
any series remain Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, create, incur or assume any
Lien (other than Permitted Liens) on Restricted Property to secure the payment of Indebtedness of the Company or any Restricted
Subsidiary if immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount of
all Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted
Property would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all
Indebtedness of the Company and its Restricted Subsidiaries (whether or not so secured), unless effective provision is made whereby
the Notes of such series (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes of
such series, whether then existing or later created) are secured equally and ratably with (or prior to) such Indebtedness (but only
for so long as such Indebtedness is so secured).
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SECTION 403 Limitation
on Indebtedness of Restricted Subsidiaries. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 4.09
of the Original Indenture is hereby amended to be replaced with the following:
As long as any Notes of any series remain
Outstanding, the Company will not permit any Restricted Subsidiary to incur or assume any Indebtedness if immediately after the incurrence
or assumption of such Indebtedness, the aggregate outstanding principal amount of all Indebtedness of the Restricted Subsidiaries would
exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the
Company and its Restricted Subsidiaries; provided that in any event, a Restricted Subsidiary may incur Indebtedness to extend,
renew or replace Indebtedness of such Restricted Subsidiary to the extent that the principal amount of the Indebtedness so incurred does
not exceed the principal amount of the Indebtedness extended, renewed or replaced thereby immediately prior to such extension, renewal
or replacement plus any premium, accrued and unpaid interest or capitalized interest payable thereon.
ARTICLE 5
SECTION 501 Guarantee.
(a) The
Guarantor hereby fully and unconditionally guarantees the Notes of each series and the obligations of the Company thereunder and under
the Indenture, and guarantees to each Holder of a Note of such series authenticated and delivered by the Trustee, and to the Trustee
on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the Notes of such series will be paid
in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become
due but for the operation of any automatic stay provision of any federal bankruptcy law), together with interest on the overdue principal,
if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee
under the Indenture or the Notes of such series will be paid in full or performed, all in accordance with the terms of the Indenture
and the Notes of such series; and (ii) in case of any extension of time of payment or renewal of any Notes of such series or of
any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, by acceleration or otherwise.
(b) The
Guarantor hereby agrees that, upon the occurrence of an Event of Default in payment of principal (or premium, if any) or interest on
an applicable series of Notes, whether at Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be
instituted by the Trustee on behalf of, or by, a Holder of such Notes of such series, subject to the terms and conditions set forth
in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company or any other
guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default with respect to an
applicable series of Notes, the Trustee or any of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the maturity of the Notes of such series, to collect interest on the Notes of such series, or to enforce or
exercise any other right or remedy with respect to the Notes of such series, the Guarantor will pay to the Trustee for the account
of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been
permitted to be exercised by the Trustee or any of the Holders.
25
(c) With
respect to an applicable series of Notes, unless and
until the Termination Date (as defined
herein) has occurred, or the Guarantor shall
be released in accordance with Section 504
of this Supplemental Indenture, to the fullest extent permitted
by applicable law, the Guarantor shall remain obligated hereunder
and the Guarantee shall remain
in full force and effect and continue to be effective should any petition
be filed by or against the Company for liquidation or
reorganization, should the
Company become insolvent or make an assignment for the benefit
of creditors or should a
receiver or trustee be appointed
for all or any significant part
of the Company's assets, and
shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as
the case may be, if at any
time payment and performance of the Notes of such series are,
pursuant to applicable law,
rescinded or
reduced in amount, or must
otherwise be restored or returned
by any obligee on the Notes of such
series, whether as a "voidable preference", "fraudulent
transfer" or otherwise, all as though such
payment or performance had
not been made. In the event that any payment, or
any part thereof, is rescinded,
reduced, restored or returned,
the Notes of such series shall, to
the fullest extent permitted by law,
be reinstated and deemed reduced only by such amount
paid and not so rescinded,
reduced, restored or
returned.
(d) To
the fullest extent permitted by applicable law, the
Guarantor waives diligence, presentment, protest and notice of protest,
demand for payment or performance, notice of default
or nonpayment, notice of acceptance
and any other notice in respect of the Company's obligations
under any series of
Notes and under the Indenture, and
any defense arising by reason of any disability or
other defense of the Company or the Guarantor
with respect to such obligations (other
than the defense that the Termination Date has occurred or
the Guarantor has been released in accordance with Section 504 of this Supplemental Indenture).
The Guarantor understands and agrees that the Guarantee contained
in this Article 5 shall be construed as a
continuing, absolute and unconditional
guarantee of payment and performance and not merely of collectability, and its Guarantee of a particular series of
Notes and the obligations of
the Company under the Indenture hereunder shall not
be affected by, and
shall remain in full force and effect without regard
to, and hereby waives
all rights, claims or defenses
that it might otherwise have (now or in the future) with
respect to each of the following (whether or not
the Guarantor has knowledge
thereof): (i) the validity, regularity or
enforceability of the Notes of
such series
or the Indenture or the
absence of any action to
enforce the same, (ii) the recovery of
any judgment against the Company or any
action to enforce the same,
(iii) any renewal, extension
or acceleration of, or any increase in the amount of the
Company's obligations under such series
of Notes and under
the Indenture (whether or not any increase is committed, contemplated
or provided for by the Indenture or the Notes of such series
on the date hereof), (iii) any
failure, omission
or delay in enforcement (by agreement or otherwise), or
the stay or enjoining (by court
order, operation of law or otherwise) of
the exercise of enforcement, of
any claim or demand or any right, power
or remedy (whether arising under the Indenture or the Notes
of such series, at law, in equity
or otherwise) with respect to the Company's obligations under such series
of Notes and under the Indenture or
(iv) any other circumstance whatsoever (with or without notice to
or knowledge of the Guarantor)
which constitutes, or might be construed to
constitute, an equitable
or legal discharge
of the Guarantor under the Guarantee contained
in this Article 5, in bankruptcy or
in any other instance (in each case, other than the occurrence of the
Termination Date or the release of the Guarantor in
accordance with Section 504 of this Supplemental Indenture).
26
(e) The
Guarantor further agrees that, as between
the Guarantor, on the one hand, and the Holders and the Trustee,
on the other hand (i) subject
to the terms and provisions
of this Supplemental Indenture,
the maturity of the obligations
under an applicable series of Notes guaranteed hereby may be accelerated
as provided in Article VI of the Original Indenture for the
purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in
respect of the obligations
guaranteed hereby, and (ii) in
the event of any acceleration
of such obligations as provided in Article VI of the Original Indenture, such
obligations (whether or not
due and payable) shall forthwith become due and payable by the
Guarantor for the purpose of this Guarantee.
(f) Subject to
Section 504 of this Supplemental Indenture, the Guarantee of a
series of Notes contained in this Article 5 shall remain
in full force and effect until all the obligations of the Company under such
series of Notes and
under the Indenture shall have been satisfied by
payment in full (such date, the "Termination Date").
(g) The
Guarantee by the Guarantor of a series of Notes shall
be independent of and shall
not be affected by the Guarantee
by the Guarantor of any other
series of Notes or other Debt
Securities issued under the Indenture.
SECTION 502 Subrogation.
The Guarantor shall be subrogated
to all rights of Holders against
the Company in respect of any amounts paid by the Guarantor pursuant to its Guarantee;
provided, however; that if an Event of
Default has occurred and is continuing with respect to a series
of Notes, the Guarantor shall not
be entitled to enforce or receive
any payments arising out of,
or based upon, such right
of subrogation until all amounts
then due and payable by the
Company under the Indenture or
the applicable series of Notes shall have
been paid in full.
SECTION 503 Reinstatement.
Subject to Section 504 of
this Supplemental Indenture,
the Guarantee of a series of Notes
contained in this Article 5 shall
continue to be effective, or be
reinstated, as the case may be, if at any time payment,
or any part thereof, of any
of the Company's obligations with respect
to such series of Notes or the Indenture is rescinded or
must otherwise be restored
or returned by the Trustee
or any Holder upon the insolvency,
bankruptcy, dissolution, liquidation
or reorganization of the Guarantor,
or upon or as a
result of the appointment
of a receiver, intervenor
or conservator of, or trustee
or similar officer for, the
Guarantor or any substantial part of
its property, or otherwise, all
as though such payments had
not been made.
SECTION 504 Release of
Guarantee. (a) The Guarantor shall, upon
the occurrence of any of the following events, be automatically
and unconditionally released and discharged
from all obligations with respect to the Notes of
an applicable series, the Indenture and the Guarantee
of such series of Notes without any action required on the
part of the Trustee or
any Holder:
(i) on the Termination Date;
27
(ii) upon
the termination or release of the Company's
guarantee of the Guarantor's obligations under the Credit Agreement;
(iii) upon
any covenant defeasance or
legal defeasance with respect
to such series of Notes and the Indenture,
or upon the discharge of the
Company's obligations with respect to such
series of Notes and obligations under the Indenture in accordance
with its terms;
(iv) upon
(A) the consolidation or merger
by the Company with or into any
Person or (B) the conveyance, transfer
or lease of all or substantially
all the assets of the Company,
in a transaction that complies
with the Indenture, such that
the Company ceases to be a
subsidiary of the
Guarantor; or
(v) upon
(A) the consolidation
or merger by the Guarantor with or into
any Person or (B) the
conveyance, transfer or lease
of all or substantially all the assets
of the Guarantor, such
that the Company ceases to be
a subsidiary of the Guarantor.
The release
of the Guarantor's Guarantee
of an applicable series of
Notes hereunder shall be independent
of and shall not be affected
by the release of the Guarantor's Guarantee of any other series
of Notes or other Debt Securities
issued under the Indenture.
SECTION 505 Execution
and Delivery. The Guarantor
hereby agrees that the Guarantee
of an applicable series of Notes will remain
in full force and effect notwithstanding any failure to endorse
on each Note of such series
a notation of such Guarantee.
ARTICLE 6
MISCELLANEOUS PROVISIONS
The Trustee makes no
undertaking or representations in respect of, and shall
not be responsible
in any manner whatsoever for
and in respect of, the validity or sufficiency of
this Supplemental Indenture or the Guarantees
or the proper authorization or the due execution
hereof by the Company or the Guarantor
or for or in respect of the
recitals and statements contained herein, all
of which recitals and statements are made solely by
the Company.
28
The
Trustee (which shall be
deemed to include the Paying Agent when the Trustee is also
acting as a Paying Agent) shall have the right to accept and
act upon instructions, including
funds transfer instructions ("Instructions") given pursuant to this
Indenture and delivered using Electronic Means (as defined above);
provided, however, that
the Company shall provide to the Trustee
an incumbency certificate listing officers
with the authority to provide such
Instructions ("Authorized Officers") and
containing specimen signatures of
such Authorized Officers, which incumbency certificate shall be
amended by the Company whenever a person
is to be added or
deleted from the listing. If the Company
elects to give the Trustee
Instructions using Electronic Means
and the Trustee in its discretion elects to
act upon such
Instructions, the Trustee's
understanding of such Instructions shall be
deemed controlling. The Company understands and agrees that the Trustee cannot
determine the identity of the actual
sender of such Instructions and that
the Trustee shall conclusively
presume that directions that purport to
have been sent by
an Authorized Officer listed on the incumbency certificate
provided to the Trustee have
been sent by such Authorized Officer.
The Company shall be
responsible for ensuring that only Authorized Officers
transmit such Instructions to the Trustee and
that the Company and all Authorized Officers
are solely responsible to safeguard the
use and confidentiality of applicable user and
authorization codes, passwords and/or authentication keys
upon receipt by the Company. The Trustee shall not be liable for
any losses, costs or expenses arising directly or indirectly
from the Trustee's reliance upon and compliance with such Instructions
notwithstanding such directions conflict or are inconsistent with
a subsequent written instruction. The
Company agrees: (i) to assume all risks arising
out of the use of Electronic
Means to submit Instructions
to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized Instructions, and the
risk of interception and misuse
by third parties; (ii) that it is fully
informed of the protections and risks associated
with the various methods of transmitting
Instructions to the Trustee and that there may be more secure methods of transmitting
Instructions than the method(s) selected by the
Company; (iii) that the security procedures (if any)
to be followed in connection with its transmission of
Instructions provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances; and (iv) to
notify the Trustee immediately upon learning of any
compromise or unauthorized use of the security procedures.
For purposes
of this Supplemental Indenture and
the Notes, Section 7.02
of the Original Indenture is hereby amended to include the following
additional rights of the Trustee:
(i)
in no event shall
the Trustee be responsible
or liable for special, indirect,
punitive or consequential loss or
damage of any kind
whatsoever (including, but not limited to, loss of
profit) irrespective of whether
the Trustee has been advised
of the likelihood of such
loss or damage and
regardless of the form of
action;
(j) in
no event shall the Trustee
be responsible or liable for
any failure or delay in the
performance of its obligations hereunder arising out of
or caused by, directly
or indirectly, forces beyond its
control, including, without limitation, strikes,
work stoppages, epidemics or pandemics, accidents, acts
of war or terrorism, civil
or military disturbances, nuclear or natural
catastrophes or acts of
God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it
being understood that the Trustee shall use
reasonable efforts which are consistent with accepted practices
in the banking industry to resume performance as
soon as practicable under the
circumstances;
(k) the
Trustee shall not be deemed
to have notice of any Default
or Event of Default unless a
Responsible Officer of the Trustee has
actual written notice thereof at
the designated Corporate Trust
Office of the Trustee, and
such notice references the Notes
and this Indenture;
(1) the
rights,
privileges,
protections,
immunities and
benefits given to the Trustee,
including, without
limitation, its right to
be indemnified,
are extended to,
and shall be enforceable by,
the Trustee in each of its
capacities hereunder, and
each agent, custodian and
other Person employed to act
hereunder;
(m) the
Trustee may require
that the Company deliver a
certificate setting forth the
names of individuals, and
their titles and direct-dial
telephone numbers,
of officers authorized at
such time to take specified actions pursuant
to this Indenture;
29
(n) the
Trustee shall not be liable for errors in judgment made in good
faith unless it is proved that the Trustee was grossly negligent
in ascertaining the pertinent facts; and
(o) the
Trustee may act at the direction of requisite Holders without liability.
For purposes
of this Supplemental Indenture
and the Notes, Section 2.04
of the Original Indenture is hereby amended as follows:
(a) the
Company shall be permitted to execute
the Notes by manual, facsimile or electronic signature (so long
as any such electronic signature
is a true representation of the actual signature of the
signatory thereof); and
(b) the
Trustee shall be permitted to authenticate the
Notes by manual, facsimile
or electronic signature (so
long as any such electronic
signature is a true representation of
the actual signature of the
signatory thereof).
This Supplemental
Indenture shall be governed
by, and construed in accordance
with, the laws of
the State of New York.
Each of the
Company, the Guarantor and
the Trustee (i) expressly
and irrevocably consents to submit itself to the exclusive personal
jurisdiction of the state
courts in the Borough of Manhattan in the City of
New York in the State of New York, and any federal court located
in the Borough of Manhattan in the City of New York in the State
of New York, together with
any appellate court therefrom, with
respect to all actions and
proceedings arising out of this Indenture,
the Notes or the Guarantees
and (ii) expressly and irrevocably waives
(and agrees not to plead or claim)
any objection to the laying of venue
of any action or proceeding
arising out of this Indenture,
the Notes or the Guarantees in
such court or that any such
action or proceeding brought in any such court has
been brought in an inconvenient forum.
This Supplemental
Indenture may be executed in any
number of counterparts, each
of which so executed shall be deemed to be an original, but
all such counterparts shall
together constitute but one and
the same instrument. Any such
counterparts may be executed manually, electronically
or by facsimile.
EACH OF
THE COMPANY, THE GUARANTOR,
THE TRUSTEE AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL
INDENTURE, THE NOTES
OR THE TRANSACTION CONTEMPLATED HEREBY.
In order to
comply with applicable tax laws (inclusive of rules, regulations and interpretations
promulgated by competent authorities) related to the
Indenture in effect from time to
time (collectively, "Applicable Tax
Law") that a foreign financial
institution, issuer, trustee, paying agent
or other party is or has agreed to
be subject to, the Company
agrees (i) upon reasonable written request of the
Trustee, to use
commercially reasonable efforts to
provide to the Trustee, to the extent available, sufficient information about
the parties and/or transactions (including any modification
to the terms of such transactions) so that
the Trustee can determine whether it has tax-related obligations under
Applicable Tax Law and (ii) that the Trustee shall be
entitled to make any withholding or deduction in respect of
taxes from payments under the Indenture to the extent necessary to comply with Applicable
Tax Law for which the Trustee shall not
have any liability. Nothing in the immediately preceding sentence shall be
construed as obligating the Company to make any "gross up"
payment or similar reimbursement in connection with
a payment in respect of which amounts are so
withheld or deducted. The terms of this paragraph shall
survive the satisfaction and
discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
30
IN WITNESS
WHEREOF, the Parties have executed this Supplemental Indenture by
their duly authorized signatories as of the date first
above written.
COX COMMUNICATIONS, INC.,
as Issuer
By:
/s/ Perley McBride
Name: Perley McBride
Title: Executive Vice President and Chief Financial Officer
By:
/s/
Charles L. Odom
Name: Charles L. Odom
Title: Vice President
and Treasurer
[Signature
Page to Twentieth Supplemental Indenture]
COX ENTERPRISES, INC.,
as Guarantor
By:
/s/ Maria L. Friedman
Name: Maria L. Friedman
Title: Executive Vice President, Finance
By:
/s/ Charles L. Odom
Name: Charles L. Odom
Title: Senior Vice President, Corporate Finance & Treasurer
[Signature
Page to Twentieth Supplemental Indenture]
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
By:
/s/
Ann M. Dolezal
Name: Ann M. Dolezal
Title: Vice President
[Signature
Page to Twentieth Supplemental Indenture]
EXHIBIT A-l(i)
[FORM OF
FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES
ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING
THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE
WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE
AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE")
THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE
DATE HEREOF, THE
ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED
IN THE INDENTURE GOVERNING THIS SECURITY)
AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES
WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
(A) TO THE COMPANY, THE
GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS
THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
A PERSON IT REASONABLY BELIEVES
IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED
IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE
ON RULE 144A, (C) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN
THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY'S AND THE TRUSTEE'S, OR
REGISTRAR'S, AS APPLICABLE, RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED
BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND
WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
A-1(i)-1
[GLOBAL NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH
IN ARTICLE TWO OF THE TWENTIETH SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-1(i)-2
No. R- PRINCIPAL AMOUNT
CUSIP No. 224044 CR6 $
COX COMMUNICATIONS, INC.
5.450% Notes due 2028
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter
called the "Company," which term
includes any successor corporation
under the Indenture referred
to below), for value received, hereby promises
to pay to Cede &
Co., or registered assigns,
the principal sum of
[ ] ($ ) on September 15,
2028 (the "Maturity Date"),
unless previously redeemed, and to pay
interest thereon from June 20, 2023 or from the
most recent Interest Payment Date to which
interest has been paid or duly provided
for, payable semiannually
on March 15 and September 15
of each year (each, an "Interest
Payment Date"), commencing September 15,
2023 at the rate of 5.450% per
annum, until the principal hereof
is paid or duly made available
for payment. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months.
The interest so payable and punctually paid or duly provided for
on any Interest Payment Date will, as provided in the Indenture,
be paid to the
Person in whose name
this Note (or one or more predecessor securities)
is registered at the close
of business on the regular record date
for such interest,
which shall be March 1 or September 1
(whether or not a Business
Day), as the case may be,
immediately preceding such Interest
Payment Date. Any such
interest which is payable,
but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the
registered Holder hereof on
the relevant regular record
date by virtue of having been
such Holder, and may be
paid to the Person in whose
name this Note (or one or more
predecessor securities) is registered at
the close of business on a subsequent special record date (which
shall be not more than 15
days and not less than 10
days before the payment date) for the payment of such defaulted
interest to be fixed by the
Trustee, notice whereof shall
be given to the
Holders of Notes of this series not
less than 10 days prior to
such special record date,
or may be paid at any time
in any other lawful manner,
all as more fully provided
in such Indenture. If any
Interest Payment Date, Redemption Date or the Maturity Date falls
on a day that is not a
Business Day, the required
payment shall be made on
the next Business Day as if
it were made on the date such
payment was due and no interest
shall accrue on the amount so
payable for the period from and after such
Interest Payment Date, Redemption
Date or the Maturity Date, as the case may be,
to such next Business Day.
Payments of principal, premium, if
any, and interest hereunder shall be
made in such coin or
currency of the United States
of America as at the time of payment shall be legal tender for
the payment of public and private
debts and shall be made immediately
available to the Holder (as
defined below) hereof.
This
Note is one of the duly authorized series of
Debt Securities of the Company, designated as the
Company's "5.450% Notes due 2028" (the "Notes"), initially limited to an aggregate principal amount
of $500,000,000, all issued or to be issued
under and pursuant to an Indenture dated
as of June 27, 1995 (the "Original Indenture"), as
supplemented by the Twentieth Supplemental Indenture dated
as of June 20, 2023 (the "Twentieth Supplemental Indenture" and, together with the
Original Indenture, the "Indenture"), duly
executed and delivered by the Company and Cox Enterprises, Inc., a
Delaware corporation, as guarantor (the "Guarantor"), to
The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter
referred to as the "Trustee"), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of
rights, obligations, duties
and immunities thereunder of the Trustee, the Company, the
Guarantor and the Holders (the words "Holders"
or "Holder" meaning the registered holders or registered
holder of the Notes).
A-1(i)-3
The
Notes and the obligations of the Company thereunder and under
the Indenture shall be fully and unconditionally guaranteed on
a senior unsecured basis by the Guarantor (the
"Guarantee"). The Guarantee will be
automatically and unconditionally released and
discharged upon the occurrence of certain events without any
action required on the part of the Trustee or any
Holder in accordance with the
terms of the Twentieth Supplemental
Indenture.
Prior
to the Par Call Date, this
Note will be redeemable at the option of
the Company, in whole or
in part, at any time and
from time to time, at a
Redemption Price (expressed as a percentage of principal
amount and rounded to three decimal places) equal to the greater of (i) (a) the sum of
the present values of the remaining scheduled payments
of principal and interest thereon discounted to the
Redemption Date (assuming this Note matured on
the Par Call Date) on a semi-annual
basis (assuming a 360-day
year consisting of twelve
30-day months) at the
Treasury Rate (as defined below) plus 25 basis points, less (b) interest
accrued to the Redemption Date, and (ii) 100% of the
principal amount of this
Note to be redeemed, plus,jn either case, accrued and unpaid
interest thereon to the Redemption Date. On or after the Par
Call Date, this Note will be
redeemable at the option of the Company, in whole or
in part, at any time and from time to time, at
a Redemption Price equal to 100% of the principal amount of this
Note being redeemed, plus accrued
and unpaid interest thereon to the Redemption Date.
"Par Call
Date" means August 15, 2028.
"Treasury
Rate" means,
with respect to any Redemption Date,
the yield determined by the
Company in accordance with the following paragraphs.
The
Treasury Rate shall be determined by the Company after
4:15 p.m., New York City time (or
after such time as yields
on U.S. government securities are posted daily by
the Board of Governors of the Federal Reserve
System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day
that appear after such time on
such day in the most
recent statistical release published by the Board
of Governors of the Federal Reserve System designated as "Selected
Interest Rates (Daily) — H.15" (or
any successor designation or publication)
(H.15) under the caption "U.S. government securities
– Treasury constant maturities
– Nominal" (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as
applicable: (i) the yield for
the Treasury constant
maturity on H.15 exactly
equal to the period from the Redemption Date to the Par Call Date (the Remaining
Life); or (ii) if
there is no such Treasury constant maturity on H.15
exactly equal to the Remaining Life, the — two
yields one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and
one yield corresponding to the Treasury constant maturity on
H.15 immediately longer than the Remaining Life — and
shall interpolate to the Par Call Date on
a straight-line basis (using the actual number of days)
using such yields and rounding the result to three decimal
places; or (iii) if
there is no such Treasury constant maturity on H.15 shorter than
or longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of
this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall be
deemed to have a maturity date equal
to the relevant number of months or
years, as applicable, of
such Treasury constant maturity from the Redemption Date.
A-1(i)-4
If on the
third business day preceding the Redemption Date H.15 or any successor designation or publication
is no longer published, the Company shall calculate
the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to
maturity at 11:00 a.m., New
York City time, on the second business day preceding such Redemption
Date of the United States
Treasury security maturing on, or with
a maturity that is closest to, the
Par Call Date, as applicable. If
there is no United States Treasury security maturing on the
Par Call Date but there are two
or more United States Treasury securities
with a maturity date equally distant from the Par Call Date,
one with a maturity date preceding the Par Call Date
and one with a maturity date following the Par Call Date, the Company
shall select the United
States Treasury security with a
maturity date preceding the Par Call Date. If there are two or
more United States Treasury securities maturing
on the Par Call Date or two
or more United States Treasury securities meeting
the criteria of the preceding sentence, the Company shall
select from among these two or more United
States Treasury securities the United
States Treasury security that
is trading closest to par based upon the average of the bid and
asked prices for such United States Treasury securities at 11:00 a.m.,
New York City time. In
determining the Treasury Rate in accordance with the
terms of this paragraph, the semi-annual
yield to maturity of the
applicable United States Treasury security shall be
based upon the average of the bid and asked prices (expressed as
a percentage of principal amount)
at 11:00 a.m., New York
City time, of such United States Treasury security,
and rounded to three decimal places.
The
Company's actions and determinations in determining the Redemption Price shall
be conclusive and binding
for all purposes,
absent manifest error.
Notice
of any redemption will be
mailed or electronically delivered (or
otherwise transmitted in accordance with the
depositary's procedures)
at least 10 days but not more than 60
days before the Redemption Date to each holder
of notes to be redeemed.
In
the case of a partial redemption,
selection of this Note for
redemption will be made pro rata,
by lot or by such
other method as the
Trustee in its sole discretion deems appropriate
and fair. No Note of a principal
amount of $2,000 or less
will be redeemed in part. If
any Note is to be redeemed in part only, the
notice of redemption that relates to this Note will state the
portion of the principal amount of
this Note to
be redeemed. A new
note in a principal amount
equal to the unredeemed portion of
this Note will be issued in
the name of the holder of
this Note upon surrender for
cancellation of this Note.
For so long as this
Note is held by DTC (or another
depositary), the redemption
of this Note shall be
done in accordance with the
policies and procedures of
the depositary.
Unless
the Company defaults in payment
of the Redemption Price, on
and after the Redemption Date, interest
will cease to accrue on this
Note or portions thereof called
for redemption.
If
money sufficient to pay the Redemption Price
and accrued and unpaid interest
on the principal amount of
this Note to be redeemed on
the Redemption Date is deposited with the
Trustee or Paying Agent on
or before the Redemption Date and certain other conditions specified
in the Indenture are
satisfied, then on or after
such date, interest
will cease to accrue on
the principal amount of this Note
called for redemption.
Any
notice of redemption may,
at the Company's discretion,
be subject to the satisfaction
of one or more conditions
precedent, and if
such notice of redemption
is conditioned upon the occurrence
of one or more conditions
precedent,
such notice shall state
the nature of such conditions precedent.
A-1(i)-5
Except as provided above, this
Note is not redeemable by the Company prior to maturity.
This Note is not subject
to any sinking fund.
Upon the occurrence of
a Change of Control Repurchase
Event, unless the Company has
redeemed this Note or the Company has
defeased this Security or satisfied and
discharged this Note, the Holder of this
Note shall have the right to require that the Company
purchase all or a portion (such
principal amount to be equal to $2,000 or integral
multiples of $1,000 in excess thereof), of this
Note at a purchase price in cash in an amount equal to 101% of the
principal amount thereof, plus
accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within
30 days following any
Change of Control Repurchase Event, the
Company shall deliver a notice to each Holder, in
accordance with Section 401(b) of the
Twentieth Supplemental Indenture, with
a copy to the Trustee, which notice shall
govern the terms of the Change of
Control Offer. Notice of any redemption pursuant
to the Change of Control Offer will be
mailed or delivered electronically at least
15 days but not more than 60 days before the
Redemption Date to the Holder hereof in accordance with the
Twentieth Supplemental Indenture.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and
upon such declaration shall
become, due and
payable, in the manner,
with the effect and subject
to the conditions provided in the Indenture.
Subject
to certain exceptions set
forth in the Indenture, (i) the
Indenture may be amended with respect
to the Notes with the consent of
the Holders of at least a
majority in principal amount outstanding of the
Notes and (ii) any
default or noncompliance with
any provisions applicable
to the Notes may be
waived with the consent of the
Holders of a majority in principal
amount outstanding of the Notes.
Subject to certain exceptions set
forth in the Indenture, without
the consent of any Holder,
the Company and the Trustee
may amend the Indenture or
the Notes to,
among other things, cure
any ambiguity, defect
or inconsistency, or to
provide for the assumption by a
successor
person of the obligations of the Company
under the Indenture, or to
add additional covenants or surrender any
right or power conferred
on the Company, or to establish the
form or terms of
the Notes of any series, or to
appoint a successor Trustee
or provide for administration of the
trust by more than one Trustee,
or to add to,
delete from or revise the
conditions, limitations, and
restrictions
on the authorized amount, terms
or purposes of
issue,
authentication and delivery of the Notes
or to add any additional event of default,
or to modify the provisions
of the Indenture as shall be necessary to facilitate
the defeasance and discharge
of the Notes as
shall not adversely affect
any Holders, or to secure
the Notes, or to make provisions
with respect
to exchange rights of
Holders, or to make
any change that does not adversely
affect the rights of any Holder.
Subject
to certain conditions, the
Company at any time may terminate
some or all of its obligations and the
obligations of the Guarantor
under the Notes and the Indenture if
the Company deposits
with the Trustee money
or U.S. Government Obligations for the payment of
principal, premium,
if any, and interest
on the Notes to the Maturity
Date.
A-1(i)-6
If
money for the payment of
principal or interest remains unclaimed for two
years, the Trustee or Paying Agent shall
pay the money back to
the Company at its request unless an abandoned property
law designates another Person. After any such
payment, Holders entitled
to the money must look only to the Company and not to the Trustee for payment.
No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter
or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and premium,
if any, and interest on this Note at the place, at the respective times, at the rate, and in the coin
or currency herein prescribed.
No
director, officer, employee
or stockholder, as such, of
the Company or the Guarantor shall have any liability for any
obligations of the Company under this Note or the Indenture or
the obligations of the Guarantor under the Indenture, as applicable,
or for any claim based on, in respect of or by reason of such obligations or their creation. Each
Holder, by accepting this Note,
waives and releases all such
liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed
by and construed in accordance
with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case,
performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept
by the Registrar. The Company, the Trustee
and any agent of the Company may treat the Person in whose name
a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"),
the Company has caused a CUSIP number to be printed on this Note
and has directed the Trustee
to use the CUSIP number as a convenience to Holders. No representation
is made as to the correctness of such numbers and reliance may
be placed only on the other
identification numbers printed on this
Note.
Terms
used herein without definition that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon
has been executed by the Trustee under the Indenture referred
to herein by the manual, facsimile or
electronic signature of one of its
authorized officers, or
on behalf of the Trustee by the manual, facsimile or electronic
signature of an authorized officer of the Trustee's authenticating agent, this
Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory
for any purpose.
[Remainder of
Page Intentionally Left Blank]
A-1(i)-7
IN WITNESS
WHEREOF, the Company has caused this
instrument to be duly executed, manually or
by facsimile.
Date: June 20,
2023
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature
Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is
one of the Notes designated therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature
Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED,
the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please print or type name and
address (including zip code) of assignee:
the
within Note and all rights
thereunder, hereby irrevocably
constituting and appointing_________ attorney to transfer said
Note of Cox Communications, Inc. on the
books of Cox Communications, Inc. with
full power of substitution
in the premises.
Dated:
NOTICE:
The signature to
this assignment must
correspond with the name as
written upon the face of this Note in
every particular without alteration or enlargement or any change whatsoever.
The Signature must be guaranteed by an "eligible
guarantor institution
meeting the requirements
of the Registrar, which requirements include memberships
or participation in the Security Transfer
Agent Medallion Program ("STAMP") or such other "signature
guarantee program" as may
be determined by the Registrar in addition to, or
in substitution for,
STAMP, all in accordance
with the Securities Exchange Act of
1934.
EXHIBIT A-l(ii)
[FORM OF
FACE OF SECURITY]
[TRANSFER RESTRICTION
LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD,
ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE AND (2) AGREE; TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE
INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
AND THE TRUSTEE'S, OR REGISTRAR'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.]
A-1(ii)-1
[GLOBAL NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON
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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART,
TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL
SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO
OF THE TWENTIETH SUPPLEMENTAL
INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-1(ii)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CS4
$
COX COMMUNICATIONS, INC.
5.700%
Notes due 2033
COX
COMMUNICATIONS, INC., a Delaware
corporation (hereinafter called the "Company," which term
includes any successor corporation under the Indenture
referred to below), for value received, hereby
promises to pay to Cede & Co., or
registered assigns, the principal sum of
[ ] ($ ) on
June 15, 2033 (the "Maturity Date"),
unless previously redeemed, and to pay interest thereon from
June 20, 2023 or from the most recent Interest
Payment Date to which interest has been paid or duly
provided for, payable semiannually on June 15
and December 15 of each year
(each, an "Interest Payment Date"), commencing
December 15, 2023 at the
rate of 5.700% per annum, until the principal
hereof is paid or duly made available for payment. Interest shall be
computed on the basis of a 360-day year of twelve 30-day
months. The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name
this Note (or one or more predecessor securities) is
registered at the close of business on the regular record date for such interest, which shall be
June 1 or December 1 (whether
or not a Business Day),
as the case may be, immediately preceding such Interest
Payment Date. Any such interest which is
payable, but
is not punctually paid or duly provided for, on any Interest
Payment Date shall forthwith
cease to be payable to the registered
Holder hereof on the relevant regular record date by virtue of
having been such Holder, and
may be paid to the Person in whose name this Note (or
one or more predecessor securities) is
registered at the close of business on a subsequent special record
date (which shall be not
more than 15 days and not less than
10 days before the payment date) for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to
the Holders of Notes of this series not
less than 10 days prior to such special record
date, or may be paid at
any time in any other lawful
manner, all as more fully provided in such Indenture.
If any Interest Payment Date, Redemption Date or the
Maturity Date falls on a day that is not a Business Day, the
required payment shall be
made on the next Business Day as if it were made on the
date such payment was due and no
interest shall accrue on the amount so payable for the
period from and after such Interest
Payment Date, Redemption Date or the
Maturity Date, as the case may be, to such next
Business Day. Payments of principal, premium, if any, and
interest hereunder shall be made in such coin or currency
of the United States of
America as at the time of payment shall be
legal tender for the payment of public and private
debts and shall be made immediately available to
the Holder (as defined below) hereof.
This
Note is one of the
duly authorized series of Debt Securities of the Company,
designated as the Company's
"5.700% Notes due 2033" (the "Notes"), initially
limited to an aggregate principal amount of
$500,000,000, all issued or
to be issued under and
pursuant to an Indenture
dated as of June 27, 1995 (the
"Original Indenture"), as supplemented
by the Twentieth Supplemental
Indenture dated as of June 20, 2023 (the
"Twentieth Supplemental Indenture" and, together with the
Original Indenture, the "Indenture"), duly executed and
delivered by the Company and Cox Enterprises, Inc., a Delaware corporation,
as guarantor (the "Guarantor"), to
The Bank of New York
Mellon Trust Company, N.A, as trustee (hereinafter
referred to as the "Trustee"), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Guarantor
and the Holders (the words "Holders" or "Holder" meaning the registered holders or registered
holder of the Notes).
A-1(ii)-3
The
Notes and the obligations
of the Company thereunder
and under the Indenture shall be fully and unconditionally guaranteed
on a senior unsecured basis
by the Guarantor (the "Guarantee"). The Guarantee
will be automatically and unconditionally
released and discharged upon the occurrence
of certain events without any
action required on the
part of the Trustee or any
Holder in accordance with the
terms of the Twentieth Supplemental
Indenture.
Prior
to the Par Call Date, this Note will
be redeemable at the option of the
Company, in whole or in
part, at any time and from
time to time, at a Redemption
Price (expressed as a percentage of
principal amount and rounded
to three decimal places) equal
to the greater of (i) (a) the
sum of the present values
of the remaining scheduled payments of principal
and interest thereon discounted to the Redemption Date (assuming
this Note matured on
the Par Call Date) on a
semi-annual basis (assuming
a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined
below) plus 30 basis points,
less (b) interest
accrued to the Redemption Date,
and (ii) 100% of the
principal amount of this Note
to be redeemed, plus, in
either case, accrued and
unpaid interest thereon to
the Redemption Date. On or after the Par Call
Date, this Note
will be redeemable at the
option of the Company, in
whole or in part, at
any time and from time to
time, at a Redemption
Price equal to 100% of the principal amount of this Note being
redeemed, plus accrued and
unpaid interest thereon to the Redemption Date.
"Par
Call Date" means March 15,
2033.
"Treasury
Rate" means, with respect
to any Redemption Date, the yield
determined by the Company in
accordance with the following paragraphs.
The Treasury
Rate shall be determined
by the Company after 4:15 p.m., New York City time (or
after such time as
yields on U.S. government securities are posted daily by the Board
of Governors of the Federal Reserve System), on
the third business day preceding the Redemption Date based upon the yield
or yields for the most recent day that appear after such time on
such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve
System designated as "Selected Interest Rates
(Daily) — H.15" (or
any successor designation or publication) (H.15) under
the caption "U.S. government securities – Treasury constant maturities
– Nominal" (or any successor caption or heading).
In determining the Treasury Rate, the Company
shall select, as applicable: (i) the yield
for the Treasury constant
maturity on H.15 exactly equal to the period from the
Redemption Date to the Par Call Date (the Remaining Life);
or (ii) if there is no such Treasury constant maturity on H.15 exactly
equal to the Remaining
Life, the two yields – one
yield corresponding to the Treasury
constant maturity on H.15 immediately shorter
than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life — and shall
interpolate to the Par
Call Date on a straight-line
basis (using the actual number of
days) using such yields and rounding the
result to three decimal places; or
(iii) if there is no such Treasury
constant maturity on H.15 shorter than or longer
than the Remaining Life, the yield
for the single Treasury constant
maturity on H.15 closest to the Remaining Life. For purposes of
this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall
be deemed to have a maturity date
equal to the relevant number of months or
years, as applicable, of such Treasury constant maturity from
the Redemption Date.
A-1(ii)-4
If
on the third business day preceding the Redemption
Date H.15 or any successor
designation or publication
is no longer published, the
Company shall calculate the Treasury
Rate based on the
rate per annum equal to the semi-annual
equivalent yield to maturity
at 11:00 a.m., New York City
time, on the second
business day preceding such
Redemption Date of the United
States Treasury security maturing
on, or with a maturity that is closest to, the Par Call
Date, as applicable. If there
is no United States Treasury
security maturing on the
Par Call Date but there are
two or more United
States Treasury securities with a maturity
date equally distant from the Par Call
Date, one with a maturity
date preceding the Par Call Date and one
with a maturity date following the
Par Call Date, the Company
shall select the United States
Treasury security with a
maturity date preceding the Par Call
Date. If there are two or
more United States Treasury securities maturing on
the Par Call Date or
two or more United
States Treasury securities meeting the criteria of the
preceding sentence, the Company shall select
from among these two
or more United States Treasury
securities the United States
Treasury security that is trading closest to par based upon the
average of the bid and asked
prices for such United States
Treasury securities at 11:00
a.m., New York City time.
In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual
yield to maturity of the
applicable United States Treasury security shall
be based upon the average of the
bid and asked prices (expressed
as a percentage of
principal amount) at 11:00
a.m., New York City time,
of such United States Treasury security,
and rounded to three decimal places.
The
Company's actions and determinations in determining the Redemption
Price shall be conclusive and binding for all purposes, absent
manifest error.
Notice
of any redemption will be
mailed or electronically delivered (or
otherwise transmitted in accordance
with the depositary's procedures)
at least 10 days but
not more than 60 days before the Redemption
Date to each holder of
notes to be redeemed.
In
the case of a partial redemption, selection
of this Note for redemption
will be made pro rata, by
lot or by such other method as
the Trustee in its sole
discretion deems appropriate and fair. No
Note of a principal amount
of $2,000 or less will
be redeemed in part. If any Note is
to be redeemed in part only,
the notice of redemption
that relates to this Note will state the
portion of the principal
amount of this Note to be
redeemed. A new note in a principal amount equal to the unredeemed
portion of this Note will be issued
in the name of the
holder of this Note upon
surrender for cancellation of this
Note. For so long as
this Note is held by DTC
(or another depositary),
the redemption of this Note
shall be done in accordance with the
policies and procedures of
the depositary.
Unless
the Company defaults in payment of
the Redemption Price, on
and after the Redemption Date, interest
will cease to accrue on this
Note or portions thereof called
for redemption.
If
money sufficient to pay the
Redemption Price and accrued and unpaid interest
on the principal amount of
this Note to be redeemed
on the Redemption Date is
deposited with the Trustee
or Paying Agent on or before
the Redemption Date and certain
other conditions specified in the Indenture are
satisfied, then on or after
such date, interest will
cease to accrue on the principal
amount of this Note called
for redemption.
Any
notice of redemption may,
at the Company's discretion, be
subject to the satisfaction
of one or more conditions
precedent, and if
such notice of redemption
is conditioned upon the occurrence
of one or more conditions precedent,
such notice shall state
the nature of such
conditions precedent.
A-1(ii)-5
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This
Note is not subject to any sinking
fund.
Upon
the occurrence of a Change of Control
Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note
shall have the right to require that the Company purchase all
or a portion (such principal
amount to be equal to $2,000
or integral multiples of $1,000 in
excess thereof), of this Note at a purchase price in cash in an amount
equal to 101% of the principal amount
thereof, plus accrued but unpaid interest, if any, to, but not including, the date of purchase. Within
30 days following any Change of Control Repurchase Event, the
Company shall deliver a notice to each Holder, in accordance
with Section 401(b) of
the Twentieth Supplemental Indenture,
with a copy to the Trustee, which
notice shall govern the terms
of the Change of
Control Offer. Notice of any redemption pursuant to the Change
of Control Offer will be
mailed or delivered electronically
at least 15 days but not more than 60 days
before the Redemption Date to the Holder hereof in accordance with the
Twentieth Supplemental Indenture.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and upon such declaration
shall become, due
and payable, in the manner,
with the effect and subject
to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture,
(i) the Indenture may be amended
with respect to the Notes with the
consent of the Holders of at least a
majority in principal amount outstanding of the
Notes and (ii) any default or noncompliance with
any provisions applicable
to the Notes may be waived with the consent of
the Holders of a majority
in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in
the Indenture, without the
consent of any Holder, the Company and the Trustee may amend
the Indenture or the Notes
to, among other
things, cure any ambiguity,
defect or inconsistency, or
to provide for the assumption by
a successor person of the
obligations of the Company under
the Indenture, or to add
additional covenants or surrender any right
or power conferred on the
Company, or to
establish the form or terms
of the Notes of any series, or to appoint
a successor Trustee or provide
for administration of the trust by more than one
Trustee, or to add to, delete
from or revise the conditions,
limitations, and restrictions
on the authorized amount, terms
or purposes
of issue, authentication
and delivery of the Notes
or to add any
additional event of default, or
to modify the provisions of the Indenture
as shall be necessary to facilitate the defeasance and
discharge of the Notes as shall not adversely affect any Holders,
or to secure the
Notes, or to
make provisions with respect to exchange
rights of Holders,
or to make any change that
does not adversely affect the rights of
any Holder.
Subject
to certain conditions, the
Company at any time may terminate
some or all of its obligations and the obligations of the
Guarantor under the Notes and
the Indenture if the Company deposits
with the Trustee money or U.S.
Government Obligations for the payment of principal,
premium, if any,
and interest on the Notes to the Maturity
Date.
If
money for the payment of principal or
interest remains unclaimed for two years, the
Trustee or Paying Agent shall
pay the money back to the Company at its request
unless an abandoned
property law designates another Person. After any such payment,
Holders entitled to the money
must look only to the Company
and not to the Trustee for payment.
A-1(ii)-6
No
reference herein to the Indenture and no provision of
this Note or of the Indenture
shall alter or impair the obligation of
the Company, which is absolute
and unconditional, to
pay the principal of and premium, if any,
and interest on this Note at the place, at the respective times,
at the rate, and in the coin or currency
herein prescribed.
No
director, officer, employee
or stockholder, as such,
of the Company or the Guarantor
shall have any liability
for any obligations of the Company
under this Note or the Indenture
or the obligations of the
Guarantor under the Indenture, as applicable,
or for any claim based on,
in respect of or by reason
of such obligations or their
creation. Each Holder, by accepting
this Note, waives and releases
all such liability. The waiver
and release are part of
the consideration for the
issue of this Note.
This
Note and the Indenture shall be governed
by and construed in accordance
with the law of the State
of New York applicable to
agreements made or instruments
entered into and, in
each case, performed in said
state.
Ownership
of this Note shall be
proved by the register for the Notes
kept by the Registrar. The Company, the
Trustee and any agent of the Company may treat the Person
in whose name a Note is
registered as the absolute
owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee
on Uniform Securities Identification Procedures ("CUSIP"),
the Company has caused
a CUSIP number to be printed on this
Note and has directed the Trustee to use the
CUSIP number as a convenience
to Holders. No representation is made as to
the correctness of such numbers and reliance may be placed only
on the other identification numbers printed on this Note.
Terms
used herein
without definition that are defined in the Indenture shall
have the meanings assigned
to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed
by the Trustee under the Indenture referred to herein by the manual,
facsimile or electronic signature of one
of its authorized officers,
or on behalf of the Trustee
by the manual, facsimile or electronic signature
of an authorized officer of the Trustee's authenticating agent,
this Note shall not be
entitled to any benefit under
the Indenture or be valid or obligatory for
any purpose.
[Remainder
of Page Intentionally Left
Blank]
A-1(ii)-7
IN
WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or
by facsimile.
Date:
June 20, 2023
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature
Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature
Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED,
the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please print or type name and
address (including zip code) of assignee:
the
within Note and all rights thereunder,
hereby irrevocably constituting and appointing ___________attorney to transfer said
Note of Cox Communications, Inc.
on the books of
Cox Communications, Inc.
with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the
name as written upon the face
of this Note in every particular
without alteration or enlargement
or any change whatsoever. The Signature must
be guaranteed by an "eligible
guarantor institution meeting the requirements of the Registrar,
which requirements include memberships or participation in the
Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be
determined by the Registrar in addition
to, or in substitution
for, STAMP, all
in accordance with the Securities
Exchange Act of 1934.
EXHIBIT A-2(i)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM,
OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS
THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
OR (B) IT IS A NON-U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER
THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN
WHICH SUCH PURCHASE IS MADE AND (2) AGREES
TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO
THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE
ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED
IN THE INDENTURE GOVERNING THIS SECURITY) AND THE
DATE ON WHICH THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN RULE 902
OF REGULATION S) IN
RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY, THE
GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO
OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT
TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S, OR REGISTRAR'S, AS
APPLICABLE, RIGHT PRIOR TO
ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF
TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS
LEGEND WILL BE REMOVED
UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE
HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT.
A-2(i)-1
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE
NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED
TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN ARTICLE TWO OF THE TWENTIETH SUPPLEMENTAL INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]
A-2(i)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 BA9
$
COX COMMUNICATIONS, INC.
5.450% Notes due 2028
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter
called the "Company," which term
includes any successor corporation
under the Indenture referred
to below), for value received, hereby promises
to pay to Cede &
Co., or registered assigns,
the principal sum of
[ ] ($ )
on September 15, 2028 (the "Maturity Date"), unless
previously redeemed, and to
pay interest thereon from
June 20, 2023 or from the
most recent Interest Payment Date to which
interest has been paid or
duly provided for, payable semiannually on March 15 and
September 15 of each year (each,
an "Interest Payment Date"),
commencing September 15,
2023 at the rate of 5.450% per annum,
until the principal hereof is
paid or duly made available
for payment. Interest shall be
computed on the basis of
a 360-day year of twelve 30-day months. The interest so
payable and punctually paid
or duly provided for on any Interest
Payment Date will, as provided
in the Indenture,
be paid to the Person
in whose name this
Note (or one or more predecessor securities)
is registered at the close
of business on the regular record date
for such interest,
which shall be March 1 or September 1
(whether or not a Business
Day), as the case may be,
immediately preceding such Interest
Payment Date. Any such
interest which is payable,
but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered
Holder hereof on the
relevant regular record date
by virtue of having been such
Holder, and may be paid to
the Person in whose name
this Note (or one or more predecessor
securities) is registered at the close of business on a subsequent
special record date (which shall be not more than
15 days and not less than
10 days before the payment
date) for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof
shall be given to
the Holders of Notes of this series
not less than 10 days prior
to such special record date,
or may be paid at any time
in any other lawful manner,
all as more fully provided
in such Indenture. If any
Interest Payment Date, Redemption Date or the Maturity Date falls
on a day that is not a Business Day,
the required payment shall
be made on the next
Business Day as if it were
made on the date such payment
was due and no interest shall
accrue on the amount so payable
for the period from and after such Interest
Payment Date, Redemption Date or the Maturity Date, as the case may be,
to such next Business Day.
Payments of principal, premium, if
any, and interest hereunder shall be
made in such coin or
currency of the United States
of America as at the time of payment shall be legal tender for
the payment of public and private
debts and shall be made immediately
available to the Holder (as
defined below) hereof.
This
Note is one of the duly authorized series of
Debt Securities of the Company, designated as the Company's "5.450% Notes
due 2028" (the "Notes"), initially limited to
an aggregate principal amount of $500,000,000, all issued or to be issued
under and pursuant to an Indenture dated
as of June 27, 1995 (the "Original Indenture"), as
supplemented by the Twentieth Supplemental Indenture dated
as of June 20, 2023 (the "Twentieth Supplemental Indenture" and, together with the
Original Indenture, the
"Indenture"), duly
executed and delivered by the Company and Cox Enterprises, Inc., a
Delaware corporation, as guarantor (the "Guarantor"), to
The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter
referred to as the "Trustee"), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitation of
rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the
Guarantor and the Holders (the words "Holders"
or "Holder" meaning the registered holders or registered
holder of the Notes).
A-2(i)-3
The
Notes and the obligations of the Company thereunder and under
the Indenture shall be fully and unconditionally guaranteed on
a senior unsecured basis by the Guarantor (the
"Guarantee"). The Guarantee will be
automatically and unconditionally released and
discharged upon the occurrence of certain events without any
action required on the part of the Trustee or any
Holder in accordance with the
terms of the Twentieth Supplemental
Indenture.
Prior
to the Par Call Date, this
Note will be redeemable at the option
of the Company, in whole
or in part, at any
time and from time to time, at a
Redemption Price (expressed as a percentage of principal amount
and rounded to three decimal places) equal to the greater of (i) (a) the
sum of the present values
of the remaining scheduled payments
of principal and interest thereon discounted to the Redemption
Date (assuming this Note matured on
the Par Call Date) on a semi-annual
basis (assuming a 360-day
year consisting of twelve
30-day months) at the Treasury
Rate (as defined below) plus 25 basis points, less (b) interest
accrued to the Redemption Date, and (ii) 100%
of the principal
amount of this Note to
be redeemed, plus,jn
either case, accrued
and unpaid interest thereon to the Redemption Date. On or after
the Par Call Date, this Note
will be redeemable at the option
of the Company, in whole
or in part, at any time and from time to time, at
a Redemption Price equal to 100% of the principal amount of this
Note being redeemed, plus accrued
and unpaid interest thereon to the Redemption Date.
"Par
Call Date" means August 15, 2028.
"Treasury
Rate" means,
with respect to any Redemption Date,
the yield determined by the
Company in accordance with the following paragraphs.
The
Treasury Rate shall be determined by the Company after
4:15 p.m., New York City time (or
after such time as yields
on U.S. government securities are posted daily by
the Board of Governors of the Federal Reserve
System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day
that appear after such time on
such day in the most
recent statistical release published by the Board
of Governors of the Federal Reserve System designated as "Selected
Interest Rates (Daily) — H.15" (or
any successor designation or publication)
(H.15) under the caption "U.S. government securities – Treasury constant maturities
– Nominal" (or any successor caption
or heading). In determining the Treasury Rate, the Company shall select, as
applicable: (i) the yield for
the Treasury constant
maturity on H.15 exactly
equal to the period from the Redemption Date to the Par Call Date (the Remaining
Life); or (ii) if
there is no such Treasury constant maturity on H.15
exactly equal to the Remaining Life, the two
yields – one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and
one yield corresponding to the Treasury constant maturity on
H.15 immediately longer than the Remaining Life — and
shall interpolate to the Par Call Date on
a straight-line basis (using the actual number of days)
using such yields and rounding
the result to three decimal places; or
(iii) if there is no such Treasury
constant maturity on H.15 shorter than
or longer than the Remaining Life, the yield for the single
Treasury constant maturity on H.15 closest to the Remaining
Life. For purposes of
this paragraph, the
applicable Treasury constant maturity or maturities on H.15 shall
be deemed to have a maturity date equal
to the relevant number of months or
years, as applicable, of
such Treasury constant maturity from the Redemption Date.
A-2(i)-4
If
on the third business day preceding the Redemption Date H.15
or any successor designation or
publication is no longer published, the
Company shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield
to maturity at 11:00 a.m.,
New York City time, on the second business
day preceding such Redemption Date of
the United States Treasury
security maturing on, or with
a maturity that is closest to, the
Par Call Date, as applicable. If
there is no United States Treasury security
maturing on the Par Call
Date but there are two or more
United States Treasury securities
with a maturity date equally distant from the Par Call Date,
one with a maturity date preceding the Par Call Date
and one with a maturity date following the Par Call
Date, the Company
shall select the United States
Treasury security with a
maturity date preceding the Par Call Date. If there are two or
more United States Treasury securities maturing
on the Par Call Date or two
or more United States Treasury securities
meeting the criteria of the preceding sentence, the
Company shall select from among these two
or more United States Treasury
securities the United States
Treasury security that is
trading closest to par based upon the average of the bid and
asked prices for such United
States Treasury securities
at 11:00 a.m., New York
City time. In determining the Treasury
Rate in accordance with the
terms of this paragraph,
the semi-annual yield to
maturity of the applicable United
States Treasury security shall
be based upon the average of the bid and asked prices
(expressed as a percentage
of principal amount) at 11:00
a.m., New York
City time, of such United States Treasury
security, and rounded to three decimal places.
The
Company's actions and determinations in determining the Redemption Price shall
be conclusive and binding
for all purposes,
absent manifest error.
Notice
of any redemption will be
mailed or electronically delivered (or
otherwise transmitted in accordance with the
depositary's procedures)
at least 10 days but not more than 60
days before the Redemption Date to each holder
of notes to be redeemed.
In
the case of a partial redemption,
selection of this Note for
redemption will be made pro rata,
by lot or by such
other method as the
Trustee in its sole discretion deems appropriate
and fair. No Note of a principal
amount of $2,000 or less
will be redeemed in part. If
any Note is to be redeemed in part only, the
notice of redemption that relates to this Note will state the
portion of the principal amount of
this Note to
be redeemed. A new
note in a principal amount
equal to the unredeemed portion of
this Note will be issued
in the name of the holder of
this Note upon surrender for
cancellation of this Note.
For so long as
this Note is held by DTC
(or another depositary),
the redemption of this Note
shall be done in accordance
with the policies and procedures
of the depositary.
Unless
the Company defaults in payment
of the Redemption Price, on
and after the Redemption Date, interest
will cease to accrue on this
Note or portions thereof called
for redemption.
If
money sufficient to pay the Redemption Price
and accrued and unpaid interest
on the principal amount of
this Note to be redeemed
on the Redemption Date is deposited with
the Trustee or Paying Agent
on or before the Redemption Date and
certain other conditions specified in the Indenture
are satisfied, then on
or after such date, interest
will cease to accrue on
the principal amount of this Note
called for redemption.
Any
notice of redemption may,
at the Company's discretion,
be subject to the satisfaction
of one or more conditions
precedent, and if
such notice of redemption
is conditioned upon the occurrence
of one or more conditions
precedent,
such notice shall
state the nature of such
conditions precedent.
A-2(i)-5
Except
as provided above, this
Note is not redeemable by the Company prior to maturity.
This
Note is not subject to any
sinking fund.
Upon
the occurrence of a Change of
Control Repurchase Event, unless
the Company has redeemed this Note
or the Company has defeased
this Security or satisfied
and discharged this Note, the
Holder of this Note shall
have the right to require that the Company purchase all or a
portion (such principal amount to be equal to $2,000
or integral multiples of $1,000 in excess thereof),
of this Note at a purchase price in cash in an amount equal to
101% of the principal amount
thereof, plus accrued but
unpaid interest, if any,
to, but not including,
the date of purchase. Within 30 days
following any Change of Control Repurchase
Event, the Company shall
deliver a notice to each Holder, in
accordance with Section 401(b) of
the Twentieth Supplemental Indenture,
with a copy to the Trustee,
which notice shall govern the
terms of the Change
of Control Offer. Notice of any redemption
pursuant to the Change of
Control Offer will be mailed
or delivered electronically at
least 15 days but not more than 60 days
before the Redemption Date to the Holder hereof in accordance
with the Twentieth Supplemental Indenture.
In
case an Event of Default shall
occur and be continuing,
the principal hereof may be declared,
and upon such declaration
shall become, due
and payable, in
the manner, with the effect
and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set
forth in the Indenture, (i) the
Indenture may be amended with respect
to the Notes with the consent of
the Holders of at least a
majority in principal amount outstanding of the
Notes and (ii) any
default or noncompliance with
any provisions applicable
to the Notes may be
waived with the consent of the
Holders of a majority in
principal amount outstanding of the Notes.
Subject to certain exceptions set
forth in the Indenture, without
the consent of any Holder,
the Company and the Trustee
may amend the Indenture or
the Notes to,
among other things, cure
any ambiguity, defect
or inconsistency, or to
provide for the assumption by a
successor
person of the obligations of the Company
under the Indenture, or to
add additional covenants or surrender any
right or power conferred
on the Company, or to establish the
form or terms of
the Notes of any series, or to
appoint a successor Trustee
or provide for administration of the
trust by more than one Trustee,
or to add to,
delete from or revise the
conditions, limitations,
and restrictions
on the authorized amount,
terms or purposes
of issue,
authentication and delivery of the Notes
or to add any additional event of default,
or to modify the provisions
of the Indenture as shall be
necessary to facilitate the defeasance and
discharge of the Notes
as shall not
adversely affect any Holders,
or to secure the Notes, or
to make provisions with respect
to exchange rights of
Holders, or to make
any change that does not adversely
affect the rights of any Holder.
Subject
to certain conditions, the
Company at any time may terminate
some or all of its obligations and the
obligations of the Guarantor
under the Notes and the Indenture if
the Company deposits
with the Trustee money
or U.S. Government Obligations
for the payment of principal,
premium, if any,
and interest on the Notes
to the Maturity Date.
If
money for the payment of
principal or interest remains unclaimed for two years,
the Trustee or
Paying Agent
shall pay the
money back to the Company
at its request unless
an abandoned property law
designates another Person. After any
such payment, Holders
entitled to the money must look only
to the Company and not to
the Trustee for payment.
A-2(i)-6
No
reference herein to the Indenture and no provision of
this Note or of the Indenture
shall alter or impair the
obligation of the Company,
which is absolute and unconditional,
to pay the principal of and
premium, if any, and interest
on this Note at the
place, at the respective times, at the rate,
and in the coin or currency
herein prescribed.
No
director, officer, employee or stockholder,
as such, of the
Company or the Guarantor
shall have any liability
for any obligations of the
Company under this Note or
the Indenture or the obligations
of the Guarantor under the
Indenture, as applicable,
or for any claim based on,
in respect of or by reason
of such obligations or their creation. Each Holder,
by accepting this Note, waives
and releases all such
liability. The waiver and release
are part of the
consideration for the issue of
this Note.
This
Note and the Indenture shall
be governed by and
construed in accordance with the
law of the State of New York applicable
to agreements made or instruments
entered into and, in
each case, performed in said
state.
Ownership
of this Note shall be
proved by the register for the Notes kept by the
Registrar. The Company, the
Trustee and any agent of the
Company may treat the Person
in whose name a
Note is registered as the
absolute owner thereof for all
purposes.
Pursuant
to a recommendation promulgated by the Committee
on Uniform Securities Identification Procedures ("CUSIP"),
the Company has caused a
CUSIP number to be printed on this
Note and has directed the
Trustee to use the CUSIP number
as a convenience to Holders.
No representation is made as
to the correctness of such
numbers and reliance may
be placed only on
the other identification numbers
printed on this Note.
Terms
used herein without definition
that are defined in the Indenture shall
have the meanings assigned
to them in the Indenture.
Unless
the Certificate of Authentication
hereon has been executed
by the Trustee under the Indenture referred to herein by the manual,
facsimile or electronic signature of
one of its authorized officers,
or on behalf of the Trustee
by the manual, facsimile
or electronic signature of an authorized officer of the Trustee's authenticating
agent, this Note shall not
be entitled to any benefit
under the Indenture or be valid
or obligatory for any purpose.
[Remainder
of Page Intentionally Left
Blank]
A-2(i)-7
IN
WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or
by facsimile.
Date: June 20,
2023
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature
Page to Global Note]
CERTIFICATE
OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature
Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED,
the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please print or type name and
address (including zip code) of assignee:
the
within Note and all rights thereunder,
hereby irrevocably constituting and appointing_________________attorney
to transfer said Note of
Cox Communications, Inc.
on the books of Cox Communications, Inc.
with full power of substitution
in the premises.
Dated:
NOTICE:
The signature to this assignment
must correspond with the
name as written upon the face
of this Note in every particular
without alteration or enlargement
or any change whatsoever. The Signature must
be guaranteed by an "eligible
guarantor institution meeting the requirements of the Registrar,
which requirements include memberships or participation in the
Security Transfer Agent Medallion Program ("STAMP") or
such other "signature guarantee program" as may be
determined by the Registrar in addition
to, or in substitution
for, STAMP, all
in accordance with the Securities
Exchange Act of 1934.
EXHIBIT A-2(ii)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE
ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO
LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO
A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND
IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY'S AND THE TRUSTEE'S, OR
REGISTRAR'S, AS
APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE
HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON
NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT.
A-2(ii)-1
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE
NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR
DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED
TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN
WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY
OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTIETH SUPPLEMENTAL
INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-2(ii)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 BB7
$
COX COMMUNICATIONS, INC.
5.700% Notes due 2033
COX
COMMUNICATIONS, INC., a Delaware corporation
(hereinafter called the "Company," which term
includes any successor corporation under the Indenture
referred to below), for value received, hereby
promises to pay to Cede & Co., or
registered assigns, the principal sum of
[ ] ($ )
on June 15, 2033 (the "Maturity Date"),
unless previously redeemed, and to pay interest thereon from
June 20, 2023 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for,
payable semiannually on June 15 and December 15 of
each year (each, an "Interest Payment
Date"), commencing December 15, 2023 at the
rate of 5.700% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be
computed on the basis of a 360-day
year of twelve 30-day months.
The interest so payable and punctually paid or duly
provided for on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name
this Note (or one or more predecessor securities) is
registered at the close of business on the
regular record date for such interest, which
shall be June 1 or December 1 (whether
or not a Business Day), as the case may be, immediately preceding such Interest
Payment Date. Any such interest which is
payable, but is not punctually paid or duly provided for, on
any Interest Payment Date shall
forthwith cease to be payable to the registered
Holder hereof on the relevant regular record date by virtue of
having been such Holder, and
may be paid to the Person in whose name this Note (or
one or more predecessor securities) is
registered at the close of business on a subsequent special record
date (which shall be not more than 15 days and not less than
10 days before the payment date) for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof
shall be given to the
Holders of Notes of this series not
less than 10 days prior to such special record
date, or may be paid at
any time in any other
lawful manner, all as more fully provided in such Indenture.
If any Interest Payment Date, Redemption Date or the
Maturity Date falls on a day that is not a Business
Day, the required payment
shall be made on the next Business Day as if it were made on the
date such payment was due and no
interest shall accrue on the amount
so payable for the
period from and after such Interest
Payment Date, Redemption Date or the
Maturity Date, as the case may be, to such next
Business Day. Payments of principal, premium, if any, and
interest hereunder shall be made in such coin or
currency of the United States
of America as at the time of payment shall be
legal tender for the payment of public and private
debts and shall be made immediately available to
the Holder (as defined below) hereof.
This
Note is one of the duly authorized
series of Debt Securities of the Company,
designated as the Company's "5.700% Notes due 2033" (the
"Notes"), initially limited to an aggregate principal amount
of $500,000,000, all issued
or to be issued under and pursuant to an Indenture
dated as of June 27, 1995 (the
"Original Indenture"), as
supplemented by the Twentieth Supplemental
Indenture dated as of June 20, 2023
(the "Twentieth Supplemental Indenture" and, together with the
Original Indenture, the "Indenture"), duly executed and
delivered by the Company and Cox
Enterprises, Inc., a Delaware corporation,
as guarantor (the "Guarantor"), to The Bank of New
York Mellon Trust Company, N.A, as trustee (hereinafter referred
to as the "Trustee"), to which Indenture and
all indentures supplemental thereto
reference is hereby made for a description of the rights, limitation
of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Guarantor
and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered
holder of the Notes).
A-2(ii)-3
The
Notes and the obligations
of the Company thereunder
and under the Indenture shall be fully and unconditionally guaranteed
on a senior unsecured
basis by the Guarantor (the "Guarantee"). The
Guarantee will be automatically
and unconditionally released and discharged
upon the occurrence of certain events without
any action required on
the part of the Trustee or
any Holder in accordance with the
terms of the Twentieth Supplemental
Indenture.
Prior
to the Par Call Date, this Note will
be redeemable at the option of the
Company, in whole or in
part, at any time and from time to time, at
a Redemption Price (expressed as
a percentage of principal amount
and rounded to three decimal
places) equal to the greater
of (i) (a) the
sum of the present values
of the remaining scheduled payments
of principal and interest
thereon discounted to the Redemption Date (assuming this Note
matured on the Par Call
Date) on a semi-annual basis
(assuming a 360-day year consisting of twelve
30-day months) at the
Treasury Rate (as defined below) plus
30 basis points, less (b) interest
accrued to the Redemption Date, and
(ii) 100% of the
principal amount of this Note
to be redeemed, plus, in either case,
accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call
Date, this Note will be
redeemable at the option
of the Company, in
whole or in part, at any
time and from time to time,
at a Redemption Price equal
to 100% of the principal amount of this Note being redeemed,
plus accrued and unpaid interest
thereon to the Redemption Date.
"Par
Call Date" means March 15, 2033.
"Treasury
Rate" means, with respect
to any Redemption Date, the yield
determined by the Company in
accordance with the following paragraphs.
The Treasury
Rate shall be determined
by the Company after 4:15 p.m., New
York City time (or after such time as
yields on U.S. government securities are
posted daily by the Board of Governors of the Federal Reserve System), on
the third business day preceding the Redemption Date based upon the yield or yields for
the most recent day that appear after such time on such day in
the most recent statistical release published
by the Board of Governors of the Federal Reserve
System designated as "Selected Interest Rates
(Daily) — H.15" (or any successor designation or publication) (H.15) under
the caption "U.S. government securities –
Treasury constant maturities – Nominal" (or any successor caption or heading).
In determining the Treasury Rate, the Company shall
select, as
applicable: (i) the yield
for the Treasury constant
maturity on H.15 exactly equal to
the period from the Redemption Date to the Par Call Date (the Remaining Life); or (ii) if
there is no such Treasury constant maturity on H.15 exactly equal to the Remaining
Life, the two yields one yield corresponding
to the Treasury constant maturity on H.15 immediately shorter than and one
yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life —
and shall interpolate to the Par
Call Date on a straight-line basis (using the actual number of
days) using such yields and
rounding the result to three decimal
places; or (iii) if there is no such
Treasury constant maturity on H.15 shorter than or longer
than the Remaining Life, the yield for the single Treasury constant
maturity on H.15 closest to the Remaining Life. For purposes of
this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed
to have a maturity date
equal to the relevant number of months or
years, as applicable, of such Treasury constant maturity from
the Redemption Date.
A-2(ii)-4
If
on the third business day
preceding the Redemption Date H.15 or
any successor designation or
publication is no longer published,
the Company shall calculate
the Treasury Rate based
on the rate per annum equal
to the semi-annual equivalent yield
to maturity at 11:00 a.m.,
New York City time, on the
second business day preceding
such Redemption Date of the
United States Treasury security
maturing on, or with a maturity
that is closest to, the Par Call Date, as applicable.
If there is no United
States Treasury security maturing
on the Par Call Date
but there are two or more
United States Treasury securities
with a maturity date equally distant
from the Par Call Date, one
with a maturity date preceding the Par Call Date
and one with a maturity date following
the Par Call Date, the Company
shall select the United States
Treasury security with a
maturity date preceding the Par Call
Date. If there are two or
more United States Treasury securities maturing on
the Par Call Date or
two or more United
States Treasury securities meeting the criteria of the
preceding sentence, the Company shall select
from among these two
or more United States Treasury
securities the United States
Treasury security that is trading closest to par based upon the
average of the bid and asked
prices for such United States
Treasury securities at 11:00
a.m., New York City time.
In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual
yield to maturity of the
applicable United States Treasury security shall be based upon
the average of the bid and asked
prices (expressed as a
percentage of principal amount)
at 11:00 a.m., New York City
time, of such United States Treasury
security, and rounded to three decimal places.
The
Company's actions and determinations in determining the Redemption
Price shall be conclusive and binding for all purposes, absent
manifest error.
Notice
of any redemption will be
mailed or electronically delivered (or
otherwise transmitted in accordance
with the depositary's procedures)
at least 10 days but
not more than 60 days before the Redemption
Date to each holder of
notes to be redeemed.
In
the case of a partial redemption, selection
of this Note for redemption
will be made pro rata, by
lot or by such other method as
the Trustee in its sole
discretion deems appropriate and fair. No
Note of a principal amount
of $2,000 or less will
be redeemed in part. If any Note is
to be redeemed in part only,
the notice of redemption
that relates to this Note will state the
portion of the principal
amount of this Note to be
redeemed. A new note in a principal amount equal to the unredeemed
portion of this Note will be issued
in the name of the
holder of this Note upon
surrender for cancellation of this
Note. For so long as
this Note is held by DTC
(or another depositary),
the redemption of this Note
shall be done in accordance with the
policies and procedures of
the depositary.
Unless
the Company defaults in payment of
the Redemption Price, on
and after the Redemption Date, interest will cease to
accrue on this Note or portions
thereof called for redemption.
If
money sufficient to pay the
Redemption Price and accrued and unpaid interest
on the principal amount of
this Note to be redeemed
on the Redemption Date is deposited with
the Trustee or Paying Agent
on or before the Redemption
Date and certain other conditions specified
in the Indenture are satisfied,
then on or after such date,
interest will cease to accrue
on the principal amount of this
Note called for redemption.
Any
notice of redemption may,
at the Company's discretion, be
subject to the satisfaction
of one or more conditions
precedent, and if
such notice of redemption
is conditioned upon the occurrence
of one or more conditions precedent,
such notice shall state
the nature of such
conditions precedent.
A-2(ii)-5
Except
as provided above, this
Note is not redeemable by the Company prior to maturity.
This
Note is not subject to any sinking
fund.
Upon
the occurrence of a Change of Control
Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note
shall have the right to require that the Company purchase all
or a portion (such principal
amount to be equal to $2,000
or integral multiples of $1,000 in
excess thereof), of this Note at a purchase price in cash in an amount
equal to 101% of the principal amount
thereof, plus accrued but unpaid interest, if any, to, but not including, the date of purchase. Within
30 days following any Change of Control Repurchase Event, the
Company shall deliver a notice to each Holder, in accordance
with Section 401(b) of
the Twentieth Supplemental Indenture,
with a copy to the Trustee, which
notice shall govern the terms
of the Change of
Control Offer. Notice of any redemption pursuant to the Change
of Control Offer will be
mailed or delivered electronically at
least 15 days but not more than 60 days
before the Redemption Date to the Holder hereof in accordance with the
Twentieth Supplemental Indenture.
In
case an Event of Default shall
occur and be continuing, the
principal hereof may be declared, and upon such declaration
shall become, due
and payable, in the manner,
with the effect and subject
to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture,
(i) the Indenture may be amended
with respect to the Notes with the
consent of the Holders of at least a
majority in principal amount outstanding of the
Notes and (ii) any default or noncompliance with
any provisions applicable
to the Notes may be waived with the consent of
the Holders of a majority
in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in
the Indenture, without the
consent of any Holder, the Company and the Trustee may amend
the Indenture or the Notes
to, among other
things, cure any ambiguity,
defect or inconsistency, or
to provide for the assumption by
a successor person of the
obligations of the Company under
the Indenture, or to add
additional covenants or surrender any right
or power conferred on the
Company, or to
establish the form or
terms of the Notes of any series, or to
appoint a successor Trustee
or provide for administration of the
trust by more than one Trustee, or to add
to, delete from or revise
the conditions, limitations,
and restrictions
on the authorized amount, terms
or purposes
of issue, authentication
and delivery of the Notes
or to add any
additional event of default, or
to modify the provisions of the Indenture
as shall be necessary to facilitate the defeasance and
discharge of the Notes as shall not
adversely affect any Holders,
or to secure the
Notes, or to
make provisions with respect to exchange
rights of Holders,
or to make any change that
does not adversely affect the rights of
any Holder.
Subject
to certain conditions, the
Company at any time may terminate
some or all of its obligations and the obligations of the
Guarantor under the Notes and
the Indenture if the Company deposits
with the Trustee money or U.S.
Government Obligations for the payment of principal,
premium, if any,
and interest on the Notes to the Maturity
Date.
If
money for the payment of principal or
interest remains unclaimed for two years, the
Trustee or Paying Agent shall
pay the money back to the Company at its request
unless an abandoned
property law designates another Person.
After any such payment, Holders
entitled to the money must look only
to the Company and not to
the Trustee for payment.
A-2(ii)-6
No
reference herein to the Indenture and no provision of
this Note or of the Indenture
shall alter or impair the obligation of
the Company, which is absolute
and unconditional, to
pay the principal of and premium, if any,
and interest on this Note at the place, at the respective times,
at the rate, and in the coin or currency
herein prescribed.
No
director, officer, employee
or stockholder, as such,
of the Company or the Guarantor
shall have any liability
for any obligations of the Company
under this Note or the Indenture
or the obligations of the
Guarantor under the Indenture, as applicable,
or for any claim based on,
in respect of or by reason
of such obligations or their
creation. Each Holder, by accepting
this Note, waives and releases
all such liability. The waiver
and release are part of
the consideration for the
issue of this Note.
This
Note and the Indenture shall be governed
by and construed in accordance
with the law of the State
of New York applicable to
agreements made or instruments
entered into and, in
each case, performed in said
state.
Ownership
of this Note shall be
proved by the register for the Notes
kept by the Registrar. The Company, the
Trustee and any agent of the Company may treat the Person in
whose name a Note is
registered as the absolute
owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee
on Uniform Securities Identification Procedures ("CUSIP"),
the Company has caused
a CUSIP number to be printed on this
Note and has directed the Trustee to use the
CUSIP number as a convenience
to Holders. No representation is made as to
the correctness of such numbers and reliance may be placed only
on the other identification numbers printed on this Note.
Terms
used herein without definition
that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed
by the Trustee under the Indenture referred to herein by the manual,
facsimile or electronic signature of one
of its authorized officers,
or on behalf of the Trustee
by the manual, facsimile or electronic signature
of an authorized officer of the Trustee's authenticating agent,
this Note shall not be
entitled to any benefit under
the Indenture or be valid or obligatory for
any purpose.
[Remainder
of Page Intentionally Left
Blank]
A-2(ii)-7
IN
WITNESS WHEREOF, the Company has caused this
instrument to be duly executed, manually or
by facsimile.
Date:
June 20, 2023
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature
Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This
is one of the Notes designated therein referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature
Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED,
the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security
number or other identifying number of assignee:
Please print or type name and
address (including zip code) of assignee:
the within
Note and all rights thereunder, hereby irrevocably constituting and appointing ______________________attorney to transfer said Note of Cox Communications,
Inc. on the books of Cox Communications, Inc. with full power of substitution in the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an "eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer Certificate
In
connection with a transfer of any of the principal amount of the $_____________principal amount of the_____%
Notes due 20_____ (the "Notes")
of Cox Communications, Inc.
(the "Company") within the period prior to the expiration
of the holding period applicable to the sales
thereof under Rule 144 under the Securities Act of 1933,
as amended (the "Securities
Act") (or any successor
provision), the undersigned
registered owner of this Note hereby certifies with respect to
$principal
amount of the above-captioned securities presented
or surrendered on the date hereof (the
"Surrendered Notes") for registration of transfer, or
for exchange where the securities
deliverable upon such exchange
are to be registered in a name other
than that of the undersigned registered owner (each
such transaction being a "transfer"),
that such transfer complies
with the restrictive legend set
forth on the face of the Surrendered Notes for the reason checked below:
¨ The
transfer of the Surrendered Notes is
made to the Company, Cox
Enterprises, Inc.
or any Subsidiary thereof;
¨ The
transfer of the Surrendered Notes complies with Rule 144A
under the Securities Act;
¨ The
transfer of the Surrendered Notes is
pursuant to a registration statement which has
been declared effective under
the Securities Act;
¨ The
transfer of the Surrendered Notes is
pursuant to an offer
and sale to a non-U.S.
person that occurs outside the United States
within the meaning
of Regulation S under
the Securities Act and in accordance with the laws applicable
to it in the jurisdiction in which such
purchase is made;
¨ The
transfer of the Surrendered
Notes is pursuant
to another available exemption from
the registration requirements of the Securities Act.
and
unless the box below is checked, the undersigned confirms that, to
the undersigned's knowledge,
such Notes are not being transferred to an "affiliate"
of the Company as defined
in Rule 144 under the Securities Act (an "Affiliate").
¨ The
transferee is an Affiliate of the
Company.
DATE:
Signature(s)
(If
the registered owner is a corporation, partnership
or
fiduciary, the title of the
Person signing on behalf
of
such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of Letter to be Delivered
by Accredited Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody Road, NE
Atlanta, Georgia 30328
Attention: Treasurer
The Bank of New York Mellon Trust Company, N.A., as Registrar
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
Attention: Corporate Trust Office
Dear
Sirs:
We
are delivering this letter in connection with the proposed transfer of $ __________ principal amount of the _________% Notes due 20__ _____(the
"Notes") of Cox Communications, Inc. (the "Company").
We
hereby confirm that:
(i)
we are an "accredited
investor" within the
meaning of Rule 501(a)(l), (2),
(3) or (7) of Regulation D under the Securities Act
of 1933, as amended (the
"Securities Act"), or an entity in
which all of the equity
owners are accredited investors within the
meaning of Rule 50 l(a)(l),
(2), (3) or (7) of Regulation D under the
Securities Act (an "Institutional Accredited
Investor");
(ii)
(A) the purchase of
Notes by us is for our own account or for the
account of one or more other
Institutional Accredited Investors
or as fiduciary for the
account of one or more trusts, each
of which is an "accredited
investor" within the
meaning of Rule 501(a)(7) under
the Securities Act and for
each of which we exercise sole
investment discretion or (B) we are a "bank,"
within the meaning of Section 3(a)(2) of
the Securities Act, or a "savings
and loan association"
or other institution described in
Section 3(a)(5)(A) of
the Securities Act that is
acquiring Notes as fiduciary for the account
of one or more institutions for which
we exercise sole investment
discretion;
(iii)
we will acquire Notes having a
minimum principal amount of not
less than $100,000 for our
own account or for any separate account for which
we are acting;
(iv)
we have such knowledge
and experience in financial
and business matters that we are capable of evaluating
the merits and risks of purchasing
Notes; and
(v)
we are not acquiring
Notes with a view to distribution
thereof or with any present
intention of offering or selling Notes,
except as permitted below; provided that
the disposition of our property and property of any accounts for which we are acting as fiduciary
shall remain at all
times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in
a transaction not involving any
public offering within the
United States within the meaning of
the Securities Act and that
the Notes have not been registered
under the Securities Act, and we agree, on our own behalf and
on behalf of each account for which we acquire any Notes, that
we will offer, sell or otherwise transfer such
Notes, or any beneficial
interest therein, prior to the date (the
"Resale Restriction Termination Date") that
is (a) one year after
the latest of (x) the
original issue date of the
Notes, (y) the original
issue date of any Additional
Notes (as defined in the indenture
governing the Notes) and (z) the
last date on which the Issuer or
any of its Affiliates were
the owner of such Notes (or
any predecessor thereof), and
(b) such later date, if
any, as may be required by applicable
laws only:
(1)
to the Company or any Subsidiary thereof,
or
(2) for
as long as the Notes
are eligible for resale pursuant to Rule 144A, to a person
we reasonably believe is
a "qualified institutional
buyer" (as defined in Rule 144A under
the Securities Act) that
purchases for its own account or for the account
of a qualified institutional buyer to which notice
is given that the transfer is being made in reliance on
Rule 144A, or
(3) pursuant
to offers and sales to
non-U.S. persons that occur outside the United States within the
meaning of Regulation S under
the Securities Act and in accordance with the laws applicable
to us in the jurisdiction
in which such purchase is made, or
(4) pursuant
to a registration statement
which has been declared effective
under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements
of the Securities Act.
We
acknowledge that the Company, others and you will rely upon our
confirmations, acknowledgments and agreements set forth herein,
and we agree to notify you
promptly in writing if any
of our representations or warranties herein
ceases to be accurate and
complete.
THIS
LETTER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE
WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-2
EX-4.18 — EXHIBIT 4.18
EX-4.18
Filename: tm2623711d1_ex4-18.htm · Sequence: 19
Exhibit 4.18
COX COMMUNICATIONS, INC.,
as Issuer
COX ENTERPRISES, INC.,
as Guarantor
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.,
as Trustee
TWENTY-FIRST SUPPLEMENTAL INDENTURE
Dated as of January 19,
2024
Supplement to Indenture
Dated as of June 27,
1995
Creating a series of Debt
Securities designated
5.800% Notes due 2053
TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of
the 19th day of January, 2024, among COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of
Delaware, having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Company”),
COX ENTERPRISES, INC., a corporation existing under the laws of the State of Delaware, having its principal executive office located
at 6205-A Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., a national banking association, having a designated corporate trust office located at 500 Ross Street, 12th Floor, Pittsburgh,
Pennsylvania 15262, as trustee (the “Trustee”);
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture” and, as amended by
this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of
its debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt Securities”),
unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in the exercise of the power
and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate resolutions
of the Company’s Board of Directors, and the Guarantor, pursuant to appropriate resolutions of the Guarantor’s Board of Directors,
have duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture in order to establish
the form and terms of, and to provide for the creation and issuance of, a new series of Debt Securities designated as the “5.800%
Notes due 2053” in the initial aggregate principal amount of $850,000,000 (the “Notes”) and (ii) to
establish the terms of, and to provide for the grant of, full and unconditional guarantee (the “Guarantee”) by the
Guarantor of the Company’s obligations with respect to the Notes and the Company’s obligations under the Indenture in respect
thereof;
WHEREAS, Section 9.01 of the Original Indenture
provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03 of the Original Indenture and to add guarantees with respect to the Debt Securities of any series;
WHEREAS, all things necessary to make the Notes,
when executed by the Company and authenticated and delivered by the Trustee and issued upon the terms and subject to the conditions hereinafter
and in the Original Indenture set forth against payment therefor, the valid, binding and legal obligations of the Company and to make
this Supplemental Indenture a valid, binding and legal agreement of the Company and the Guarantor, have been done;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the “5.800% Notes
due 2053” and to provide for the Guarantee in respect thereof and for and in consideration of the premises and of the
covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes, as follows:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to the Debt Securities (consisting of the Notes)
created hereby and the Guarantee in respect thereof, except as otherwise expressly provided or unless the context otherwise requires,
the terms defined in this Article have the meanings assigned to them in this Article. Each capitalized term that is used in the
Original Indenture and this Supplemental Indenture but not defined herein shall have the meaning specified in the Original Indenture.
“Additional Notes” has the meaning
specified in Section 202 of this Supplemental Indenture.
“Agent Members” has the meaning
specified in Section 209(e)(v) of this Supplemental Indenture.
“Applicable Procedures” means,
with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures of
the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
“Below
Investment Grade Downgrade Event” means the rating on the Notes is lowered in respect of a Change of Control and such Notes
are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the first public announcement by the Company
of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which period
shall be extended until the ratings are announced if, during such 60-day period, the rating of the Notes is under publicly announced
consideration for possible downgrade by each of the Rating Agencies); provided that a Below Investment Grade Downgrade Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control
(and thus shall not be deemed a Below Investment Grade Downgrade Event for purposes of the definition of Change of Control Repurchase
Event hereunder) if the Rating Agencies making the reduction in rating to which this definition would otherwise apply do not announce
or publicly confirm or inform the Company in writing at its request that the reduction was the result, in whole or in part, of any event
or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable
Change of Control shall have occurred at the time of the Below Investment Grade Downgrade Event). The Company shall request the Rating
Agencies to make such confirmation in connection with any Change of Control and shall promptly certify to the Trustee as to whether or
not such confirmation has been received or denied.
“Business Day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies in The
City of New York are authorized or obligated by law to close.
“Capital Stock” of any Person means
any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person’s capital stock, other
equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited), limited
liability company interests, any other interest or participation that confers on a Person the right to receive a share of the profits
and losses of, or distributions of assets of, the issuing Person, including any preferred stock, and any rights (other than debt securities
convertible into, or exchangeable for or valued by reference to, Capital Stock until and unless any such debt security is converted
into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.
2
“cash” means U.S. legal tender.
“Certificated Notes” means the
Notes issued in certificated, registered form without interest coupons and not required to bear the Legend set forth in Section 207(a)(ii) of
this Supplemental Indenture.
“Change of Control” means the occurrence
of any of the following events:
(1) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than
one or more Permitted Holders, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange
Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has the right to acquire, whether
such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total outstanding
Voting Stock of the Company;
(2) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of merger or consolidation) all or substantially
all of its and its Subsidiaries’ assets taken as a whole to any Person, other than any such transaction where:
(A) the
transferee is a Person controlled, directly or indirectly, by one or more Permitted Holders;
or
(B) following
such transaction, each transferee becomes an obligor in respect of the Notes and either (i) each
transferee is or becomes a Subsidiary of the transferor of such assets or (ii) the holders
of the Voting Stock of the Company immediately prior to such transaction own, directly or
indirectly, not less than a majority of the Voting Stock of the transferee immediately after
such transaction;
(3) the
Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company, in any
such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash, securities
or other property, other than any such transaction where:
(A) the surviving
corporation is a Person controlled, directly or indirectly, by one or more Permitted Holders;
or
(B) (i) the
outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock of
the surviving corporation (or any direct or indirect parent company of the surviving corporation)
and (ii) the holders of the Voting Stock of the Company immediately prior to such transaction
own, directly or indirectly, not less than a majority of the Voting Stock of the surviving
corporation immediately after such transaction; or
3
(4) the adoption
of a plan relating to the liquidation or dissolution of the Company.
Notwithstanding the foregoing, a transaction
will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly owned subsidiary of a holding company
and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such transaction own, directly or indirectly,
at least a majority of the Voting Stock of such holding company.
“Change of Control Repurchase Event”
means the occurrence of a Change of Control together with a Below Investment Grade Downgrade Event with respect to the Notes. Notwithstanding
the foregoing, no Change of Control Repurchase Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.
“Clearstream” means Clearstream Banking,
S.A. (formerly Cedelbank).
“Corporate Trust Office’” means
500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262 or such other address as the Trustee may designate from time to time by
notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such other address as
such successor Trustee may designate from time to time by notice to the Holders and the Company).
“Cox Descendants” means the lineal descendants
of Governor James M. Cox.
“Cox Family Charities” means charitable
organizations of which Cox Family Individuals constitute at least a majority of the trustees, members or directors thereof.
“Cox Family Individuals” means
(a) the Cox Descendants and (b) the spouses and surviving spouses of Cox Descendants.
“Cox Family Members” means (a) Cox
Family Individuals, (b) Cox Family Trusts, (c) Cox Family Charities or (d) corporations, partnerships, limited partnerships,
limited liability companies or any other Person beneficially owned in whole or in part by one or more Cox Family Individuals or Cox Family
Trusts or Cox Family Charities; provided that, with respect to clauses (b) and (d), in the case of a Cox Family Trust, a
majority of the trustees are Cox Family Individuals, in the case of a general or limited partnership, Cox Family Individuals own, directly
or indirectly, more than 50% of the interests or general partner interests, in the case of a limited liability company, Cox Family Individuals
hold, directly or indirectly, more than 50% of the vote of the managers, and in the case of any other Person, one or more Cox Family
Individuals is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly,
of more than 50% of the Voting Stock, measured by voting power rather than number of shares, of such Person.
4
“Cox Family Trusts” means trusts
established by or for the benefit of any one or more Cox Family Individuals.
“Credit Agreement” means the Third
Amended and Restated Credit Agreement dated as of November 10, 2010, and as amended and restated as of March 28, 2014, December
13, 2018 and November 4, 2021, and further amended as of March 1, 2023 (and as may be further amended, supplemented or otherwise
modified from time to time), among the Company, the Guarantor, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from
time to time party thereto.
“Debt Securities” has the meaning
specified in the first recital hereof.
“Depositary” means, with respect
to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall have been appointed and
become such pursuant to the applicable provisions of the Indenture, and thereafter “Depositary” shall mean or include such
successor and any nominee thereof.
“Distribution
Compliance Period” means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any, as
may be required by applicable laws.
“DTC” means The Depository Trust Company.
“Electronic Means” shall mean the
following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization
codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available
for use in connection with its services hereunder.
“Euroclear” means the Euroclear Bank SA/NV.
“Exchange Act” means the Securities Exchange
Act of 1934, as amended.
“Fitch” means Fitch Ratings, Inc. or
any successor to the rating agency business thereof.
“Global Note” means a Note issued in global
form, bearing the legends set forth in Section 207(a)(ii) of this Supplemental Indenture, and deposited with or on behalf of
the Depositary.
“Guarantee” has the meaning specified in
the recitals hereof.
“Guarantor” has the meaning specified in
the first paragraph hereof.
“Holder” and “Noteholder,”
in the case of any Note, means the Person in whose name such Note is registered in the Debt Security Register.
“Institutional Accredited Investor”
means an institutional “accredited investor” as defined in Rule 50l(a)(l), (2), (3) and (7) under the Securities
Act.
“Interest Payment Date,” in respect of any
Note, has the meaning assigned to it in such Note.
5
“Investment Grade Rating” means (a) with
respect to Moody’s, a rating equal to or higher than Baa3 (or the equivalent), and (b) with respect to S&P and Fitch, a rating
equal to or higher than BBB- (or the equivalent) (or, in each case, if such Rating Agency ceases to rate the Notes for reasons outside
of the Company’s control, the equivalent investment grade credit rating from any Rating Agency selected by the Company as a replacement
Rating Agency).
“Issue Date” means January 19, 2024.
“Legend” means the Transfer Restriction
Legend as defined in Section 207(c) of this Supplemental Indenture.
“Moody’s” means Moody’s Investors
Service, Inc. or any successor to the rating agency business thereof.
“Notes” has the meaning specified in the
recitals hereof.
“Permitted Holders” means (a) the
Cox Family Members, (b) the Guarantor and its affiliates, including any successor Person to the Guarantor that owns, directly or
indirectly, 100% of the Capital Stock of the Company and such successor Person’s affiliates, and (c) any “group” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) of the foregoing with respect to which any such Persons exercise
a majority of voting power.
“Purchase Agreement” means the
Purchase Agreement, dated January 16, 2024, among the Company and J.P. Morgan Securities LLC, Barclays Capital Inc., Mizuho Securities
USA LLC and RBC Capital Markets, LLC, acting as representatives on behalf of the Initial Purchasers (as defined therein).
“Qualified Institutional Buyer” has the meaning
specified in Rule 144A.
“Rating Agencies” means:
(1) S&P;
(2) Moody’s;
and
(3) Fitch;
provided, that if S&P, Moody’s or Fitch or all three shall
not make a rating of the Notes publicly available, a “nationally recognized statistical rating organization” within the meaning
of Section 3(a)(62) of the Exchange Act, selected by the Company, which shall be substituted for S&P, Moody’s or Fitch or all
three, as the case may be.
“Redemption Date”,
with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the terms of such
Note and Article III of the Original Indenture.
“Redemption Price”,
with respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined in accordance
with the terms of the applicable Note and Article III of the Original Indenture.
6
“Regulation S” means Regulation S under the
Securities Act.
“Regulation S Global Note” means
a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
“Regulation S Permanent Global Note”
means a permanent Global Note in the form of the Note attached hereto as Exhibit A-2 and that is deposited with and registered
in the name of the Depositary, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global
Note upon expiration of the Distribution Compliance Period.
“Regulation S Temporary Global Note”
means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2 and that is deposited with and registered
in the name of the Depositary, representing Notes sold in offshore transactions in reliance on Regulation S.
“Resale
Restriction Termination Date” means (1) in the case of U.S. Global Notes, the date that is one year after the latest of
(a) the Issue Date, (b) the original issue date of any Additional Notes and (c) the last date on which the Company or
any of its Affiliates were the owner of such Notes (or any predecessor thereof) or, in the case of Regulation S Notes, the date that
is 40 days after the latest of (a) the Issue Date, (b) the original issue date of any Additional Notes and (c) the date
on which such Notes (or any predecessor thereof) were first offered to persons other than distributors (as defined in Rule 902 of
Regulation S) in reliance on Regulation S and (2) such later date, if any, as may be required by applicable laws.
“Restricted Note” means a Note
required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental Indenture and set forth on
the forms of Notes attached as Exhibits A-1 and A-2, as applicable, to this Supplemental Indenture.
“Rule 144A” means Rule 144A
under the Securities Act (or any successor provision), as it may be amended from time to time.
“S&P” means S&P Global
Ratings, a division of S&P Global, Inc., or any successor to the rating agency business thereof.
“Securities Act” means the Securities Act
of 1933, as amended.
“Supplemental Indenture” means this Twenty-First
Supplemental Indenture.
“Termination Date” has the meaning
set forth in Section 501(f) of this Supplemental Indenture.
“Transfer Restriction Legend” has
the meaning specified in Section 207(c) of this Supplemental Indenture.
“Trustee” has the meaning specified in the
first paragraph hereof.
“U.S. Global Note” means a Global
Note in the form of the Note attached hereto as Exhibit A-1 to this Supplemental Indenture, and that is deposited with and registered
in the name of the Depositary, representing Notes sold in reliance on Rule 144A.
7
“Voting Stock” of a Person means
Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary
circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective of whether or
not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening of any
contingency).
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the context otherwise requires, refer to
this Supplemental Indenture.
SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the Original Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Original Indenture is in all respects hereby ratified and
confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original Indenture in the manner and to
the extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
This Supplemental Indenture amends and
supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture, to which provisions
reference is hereby made. For the avoidance of doubt, the provisions of Section 206 hereof amend Section 3.03 of the
Original Indenture as set forth in such Section 206; the provisions of Section 210 hereof amend Section 6.01 of the
Original Indenture as set forth in such Section 210; the provisions of Section 211 hereof amend Section 7.06 of the
Original Indenture as set forth in such Section 211; the provisions of Section 212 hereof amend Section 7.07 of the
Original Indenture as set forth in such Section 212; the provisions of Section 213 hereof amend Section 7.08 of the
Original Indenture as set forth in such Section 213; the provisions of Sections 214 and 215 hereof amend Section 9.01 of
the Original Indenture as set forth in such Sections 214 and 215; the provisions of Article 3 hereof replace the provisions of
Section 5.03 of the Original Indenture in their entirety; the provisions of Section 402 hereof replace the provisions of
Section 4.08 of this Original Indenture in their entirety; the provisions of Section 403 hereof replace the provisions of
Section 4.09 of the Original Indenture in their entirety; and the provisions of Article 6 hereof amend the provisions of
Section 7.02 of the Original Indenture as set forth in such Article 6.
The amendments and supplements to, and replacements
of the provisions of, the Original Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern
the terms of, the Debt Securities issued pursuant to this Supplemental Indenture and the Guarantee in respect thereof, and shall not
apply to any other Debt Securities that have been or may be issued under the Original Indenture unless a supplemental indenture with
respect to such other Debt Securities specifically incorporates such amendments, supplements and replacements.
The provisions of Article XI of the Original Indenture
shall apply to the Notes.
8
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The Notes shall be known and designated as the “5.800% Notes due 2053” of the Company.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this Supplemental Indenture is initially limited
to $850,000,000, except for Notes authenticated and delivered upon registration of, transfer of, or exchange for, or in lieu of, other
Notes pursuant to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon repayment in part of any Note pursuant to Article III
of the Original Indenture. The Company may, from time to time, subject to compliance with any other applicable provisions of this Supplemental
Indenture but without the consent of the Holders of the Notes, create and issue pursuant to this Supplemental Indenture an unlimited
principal amount of additional Notes (in excess of any amounts theretofore issued) having the same terms and conditions to those of the
other outstanding Notes (“Additional Notes”); provided that any such Additional Notes (i) may have a different
issue date and issue price from other outstanding Notes and (ii) may have a different amount of interest payable on the first Interest
Payment Date after issuance than the amount payable on other outstanding Notes; provided further, that any such any such Additional
Notes are not fungible with the applicable Notes issued on the Issue Date for U.S. federal income tax purposes, such Additional Notes
will be issued with a separate CUSIP number.
SECTION 203 Stated Maturity.
The Stated Maturity of the Notes shall be December 15, 2053.
SECTION 204 Interest.
The Notes shall bear cash interest at the rate of 5.800% per annum from January 19, 2024 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on June 15 and
December 15 of each year, beginning on June 15, 2024, to the Persons in whose names such Notes are registered at the close
of business on the immediately preceding June I or December 1, as the case may be, whether or not a Business Day.
Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee, as the case may be, as the registered
owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued in the form of Certificated Notes,
payments of principal, premium, if any, and interest thereon will be at the office or agency of the Trustee in the City of New York designated
for such purpose; provided that, with respect to definitive Certificated Notes only, payment of interest, other than interest
payable at Stated Maturity or upon redemption, may be made at the option of the Company, by the Trustee to the address of the Person
entitled as shown on the register for such Debt Securities.
(b) If
any date of Stated Maturity, Redemption Date or Interest Payment Date falls on a day that is not a Business Day, the required payment
shall be made on the next Business Day, and no interest shall accrue on the amount so payable for the period between such payment date
and the next Business Day.
9
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin or currency of the United States of
America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
The Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at the applicable Redemption Price. If the Redemption
Date is not an Interest Payment Date, the amount of the scheduled interest payment on the next succeeding Interest Payment Date will
be reduced by the amount of interest accrued to the Redemption Date. In connection with any redemption, notice of the redemption will
be delivered at least 10 days but not more than 60 days prior to the applicable Redemption Date to the Holders of the Notes by first-class
mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise in accordance
with the procedures of DTC. Without limiting the other provisions of Section 3.03 of the Original Indenture, any notice of redemption
may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, and if such notice of redemption
is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such conditions precedent.
At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense. In such
event, the Company shall provide the Trustee with the information required by this Section and the Original Indenture relating to
such redemption.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes shall be in substantially the
forms attached hereto as Exhibits A-1 and A-2, as applicable.
The Notes are being offered and sold by the Company pursuant to the
Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
Notes offered and sold in offshore transactions
in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation S Temporary
Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented
thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream and registered in the name of
DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Distribution Compliance
Period shall be terminated upon the receipt by the Trustee of a written certificate from the Depositary, if available, together with
copies of certificates from Euroclear and Clearstream, if available, certifying that they have received certification of non-United States
beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any
beneficial owners thereof who acquired an interest therein during the Distribution Compliance Period pursuant to another exemption from
registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a U.S. Global Note bearing a
Legend, all as contemplated by Section 209(a)(iii) hereof).
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Following the termination of the Distribution Compliance
Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in the Regulation
S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global
Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of
the Trustee and the Depositary as hereinafter provided.
Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes
from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby may from time to time
be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note representing the Notes
to reflect the amount of any decrease in the principal amount of outstanding Notes represented thereby shall be made by the Trustee in
accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made on the records of the
Trustee and the Depositary.
(i) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
The Company shall execute and the Trustee shall, in accordance
with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver initially one or more Global Notes
that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to the Depositary or pursuant
to the Depositary’s instructions and (c) shall bear legends substantially to the following effect:
“UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
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“TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
ARTICLE TWO OF THE TWENTY-FIRST SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.”
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests in Global Notes will not be
entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred in accordance with Section 209(a)(ii) to
an Institutional Accredited Investor who is not a Qualified Institutional Buyer and beneficial interests in a Global Note transferred
to the beneficial holders thereof pursuant to Section 209(e) will be issued in certificated, registered form without interest
coupons.
(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated Notes issued in exchange for
a beneficial interest in a Global Note shall bear a legend (the “Transfer Restriction Legend”) in substantially the
following form, unless such Notes have been sold pursuant to a registration statement that has been declared effective under the Securities
Act:
“THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
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“THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS, IN THE CASE OF U.S. GLOBAL NOTES: ONE YEAR AFTER THE LATEST OF THE ISSUE
DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE
THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IN THE CASE OF REGULATION S GLOBAL NOTES: 40 DAYS AFTER
THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN
RELIANCE ON REGULATION S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE
SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND
IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS
APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. IN THE CASE OF REGULATIONS GLOBAL NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS
NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
“IN THE CASE OF REGULATION S TEMPORARY GLOBAL
NOTES: THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDUE THE SECURITIES ACT. NEITHER THIS TEMPORARY
GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO
BELOW.”
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by or on behalf of the Depositary, transfers
of such Global Note, in whole or in part, shall be made only in accordance with Section 209 and this Section 208.
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(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor
of the Depositary or such successor’s nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer and bearing a Legend, or if
a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend shall not be removed, as
the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which shall include an
opinion of counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act, that such Notes are not “restricted” within the meaning of Rule 144 under
the Securities Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities
Act. Upon (i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of
the sale or exchange of such Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at
the written direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed
from the face of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
The Trustee and the Registrar shall have no obligation
or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Supplemental Indenture
or under applicable law with respect to any transfer of any interest in any Note (including transfers between or among the Depositary’s
participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates and other documentation
or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental Indenture and
to examine the same to determine substantial compliance as to form with the express requirements hereof.
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply
with Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall
comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the Depositary or a nominee thereof,
and no such transfer to any such other Person may be registered; provided that this clause (i) shall not prohibit any transfer
of a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note to any Person shall be
effective under the Indenture or the Notes unless and until such Note has been registered in the name of such Person. Nothing in this
Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note effected in accordance
with the other provisions of this Section 209(a).
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(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A beneficial interest in a Global Note may not be
exchanged for a Certificated Note except upon satisfaction of the requirements set forth below. Upon receipt by the Trustee of a request
for transfer of a beneficial interest in a Global Note in accordance with Applicable Procedures for a Certificated Note in the form satisfactory
to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest
in the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global Note, such instructions to contain
information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory to them as to compliance with the
restrictions set forth in the applicable Legend,
then the Trustee shall cause, or direct the Registrar to cause, in
accordance with the standing instructions and procedures existing between the Depositary and the Registrar, the aggregate principal amount
of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated Note to be issued, shall
issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in such instructions a beneficial
interest in the Global Note equal to the principal amount of the Certificated Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S Global Note may be transferred
to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon receipt by the Trustee of a
written certification from the transferor to the effect that such transfer is being made (i)(a) to a Person whom the transferor
reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A or (b) pursuant
to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion of Counsel regarding
the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee
a written certificate to the effect that such transfer is being made in accordance with Rule 904 of Regulation S or Rule 144
(if available).
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(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with a request:
(x) to register
the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized denominations, the Registrar
shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided,
however, that the Certificated Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar,
duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to clause (A), (B) or (C) below,
and are accompanied by the following additional information and documents, as applicable:
(A) if
such Certificated Notes are being delivered to the Registrar by a Holder for registration
in the name of such Holder, without transfer, a certification from such Holder to that effect;
or
(B) if such Certificated Notes are being transferred to the
Company, a certification to that effect; or
(C) if such
Certificated Notes are being transferred pursuant to an exemption from registration, (i) a
certification to that effect (in the form set forth in Exhibit B-1 and B-2, if applicable)
and (ii) if the Company or Registrar so requests, an opinion of counsel or other evidence
reasonably satisfactory to them as to the compliance with the restrictions set forth in the
Transfer Restriction Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A Certificated Note may not be exchanged for a beneficial
interest in a Global Note except upon satisfaction of the requirements set forth below.
Upon receipt by the Trustee of a Certificated Note, duly endorsed
or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(x) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
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(y) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated Note and cause,
or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and
the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal
amount of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If
no Global Notes are then Outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a
new Global Note in the appropriate principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided in the applicable Legend including
the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or surrendered for registration of transfer
or for exchange for a Note registered in a name other than that of the Holder, such Note must be accompanied by a certificate in substantially
the form set forth in Exhibit B-1, dated the date of such surrender and signed by the Holder of such Note, as to compliance with
such restrictions on transfer. The Registrar shall not be required to accept for such registration of transfer or exchange any Note not
so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate
when such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be
transferred in compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which
such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of
such Note for exchange to the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that
such restrictions on transfer have terminated by reason of a transfer in compliance with Rule 144 or any successor provision,
by an opinion of counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to
the Company, addressed to the Company, the Trustee and the Registrar and in form acceptable to the Company, to the effect that the
transfer of such Note has been made in compliance with Rule 144 or such successor provision), be exchanged for a new Note, of
like tenor and aggregate principal amount, which shall not bear the Transfer Restriction Legend. The Company shall inform the
Trustee of the effective date of any registration statement registering the Notes under the Securities Act. The Trustee shall not be
liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned opinion of counsel.
(d) As
used in the preceding two paragraphs of this Section 209, the term “transfer” encompasses any sale, pledge, transfer,
hypothecation or other disposition of any Note.
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(e)
The provisions of clauses (i), (ii), (iii), (iv), and (v) below shall apply only to Global Notes:
(i) Notwithstanding any other provisions of the Indenture or the Notes,
except as provided in Section 209(a)(ii), a Global Note shall not be exchanged in whole or in part for a Note registered in the
name of any Person other than the Depositary or one or more nominees thereof, provided that a Global Note may be exchanged
for Certificated Notes registered in the names of any Person designated by the Depositary in the event that (A) the Depositary
has notified the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary has ceased
to be a “clearing agency” registered under the Exchange Act, and a successor Depositary is not appointed by the
Company within 90 days or (B) an Event of Default has occurred and is continuing with respect to the Notes. Any Global Note
exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged pursuant
to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary. Prior to the issuance of
Certificated Notes in exchange for any beneficial interests in a Regulation S Global Note, the holder of such beneficial interests
shall, as a condition to such exchange, certify in a form satisfactory to the Company that such holder is a non-U.S. person (as that
term is defined in Regulation S under the Securities Act) or a U.S. person who purchased such beneficial interest in a transaction
that did not require registration under the Securities Act. In the event that Certificated Notes are issued in respect of
beneficial interests in a Regulation S Global Note at any time prior to the end of the Distribution Compliance Period (other than in
a transaction subject to Rule 144A), the Company shall as promptly as practicable, institute procedures, including appropriate
certifications, reasonably designed to ensure that any transfer of such Certificated Notes prior to the end of the Distribution
Compliance Period is made only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act
or pursuant to an exemption from such registration.
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest coupons,
shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be registered
in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable Legend. Any Global
Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to any Global Note to
be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting as custodian for the
Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by an amount equal to the
portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender
or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the order of the Depositary
or an authorized representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise authorize any Person, including Agent
Members (as defined below) and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to
take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the
Trustee a reasonable supply of Certificated Notes.
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(v) Neither
any members of, or participants in, the Depositary (collectively, the “Agent Members”) nor any other Persons
on whose behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note registered in the name
of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as the case may be, may
be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the
Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such
nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member
may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder of any Note.
SECTION 210 Events
of Default. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 6.01 of the Original Indenture
is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of such Section and inserting
in its place the following:
then and in each and every case that an Event of Default
described in clause (a), (b), (c), (d), (e), (f), (g) (with respect to Restricted Subsidiaries only), (h) (with respect to
Restricted Subsidiaries only) or (i) with respect to Debt Securities of that series at the time Outstanding occurs and is continuing,
unless the principal of and interest on all the Debt Securities of that series shall have already become due and payable, either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder,
by notice in writing to the Company (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities
of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series) and interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration
the same shall become and shall be immediately due and payable, anything in this Indenture or in the Debt Securities or Coupons appertaining
thereto of that series contained to the contrary notwithstanding.
SECTION 211 Compensation
and Reimbursement. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original
Indenture is hereby amended to be replaced with the following:
The Company covenants and agrees to pay in Dollars
to the Trustee such compensation as the Company and the Trustee shall from time to time agree in writing for all services rendered by
it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and,
except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of all Persons not regularly
in its employ) except any such expense, disbursement or advances as may arise from its negligence or wilful misconduct. The Company also
covenants to indemnify in Dollars each of the Trustee (which shall be deemed to include its officers, directors, employees, and agents)
or any predecessor Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense, including the reasonable
fees and expenses of counsel, and taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred
without negligence or wilful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration
of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against any claim of liability in
connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the Company under this Section 7.06
to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the satisfaction and discharge of
this Indenture. The Company and the Holders agree that such additional indebtedness shall be secured by a Lien prior to that of the Debt
Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such, except funds held in trust for
the payment of principal of, and premium, if any, or interest on, particular Debt Securities and Coupons.
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SECTION 212 Right
of Trustee to Rely on an Officers’ Certificate Where No Other Evidence Specifically Prescribed. With respect to the Notes,
Section 7.07 of the Original Indenture is hereby amended to be replaced with the following:
Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence in respect thereof
be herein specifically prescribed) may, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to
the Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the provisions
of this Indenture.
SECTION 213 Separate
Trustee; Replacement of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be
replaced with the following:
The Company may, but need not, appoint a separate
Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series of Debt Securities
at any time by giving 30 days’ notice to the Company. The Holders of a majority in principal amount of the Debt Securities of a particular
series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a successor Trustee with
30 days’ notice. The Company shall remove the Trustee with 30 days’ notice if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer
takes charge of the Trustee or its property; or
(4) the Trustee otherwise becomes incapable of acting.
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If the Trustee resigns, is removed by the Company
or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders do not reasonably
promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being
referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation or removal of the
Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee
in accordance with the applicable requirements of this Section 7.08.
A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor
Trustee shall send a notice of its succession to Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly
transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
If a successor Trustee does not take office within
30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 25% in principal amount of the Debt
Securities of any applicable series may petition, at the expense of the Company, any court of competent jurisdiction for the appointment
of a successor Trustee for the Debt Securities.
If the Trustee fails to comply with Section 7.10,
any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for the Debt Securities.
Notwithstanding the replacement
of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.06 shall continue for the benefit of
the retiring Trustee.
In the case of the appointment hereunder of a separate
or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee and each successor
or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture supplemental
hereto (1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of any retiring Trustee with respect to the Debt Securities as to which any such retiring Trustee is not retiring shall
continue to be vested in such retiring Trustee and (2) that shall add to or change any of the provisions of this Indenture as shall
be necessary to provide for or facilitate the administration of the trustee hereunder by more than one trustee, it being understood that
nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the same trust and that each such separate,
retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee.
SECTION 214 With
respect to the Notes, Section 9.01(f) of the Original Indenture is hereby deleted in its entirety and replaced with “[Reserved]”
in lieu thereof.
21
SECTION 215 With
respect to the Notes, the last paragraph of Section 9.01 of the Original Indenture is hereby deleted in its entirety and replaced
with the following:
After an amendment under the Indenture becomes effective
with respect to the Notes of a particular series, the Company is required to deliver to Holders of the Notes of such series, by first-class
mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security register or otherwise in accordance
with the procedures of DTC, a notice briefly describing such amendment. However, the Company’s failure to give such notice to all Holders
of the Notes of such series, or any defect in such notice, will not impair or affect the validity of the amendment.
ARTICLE 3
REPORTS
BY THE COMPANY
So long as any of the Debt Securities are
“restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will,
during any period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such
reporting requirements pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of
Notes and to each prospective purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective
purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act.
ARTICLE 4
ADDITIONAL
COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase Event.
(a) If
a Change of Control Repurchase Event occurs with respect to the Notes, each Holder of Notes will have the right to require that the Company
purchase all or any part (in denominations of $2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s Notes pursuant
to a Change of Control offer (a “Change of Control Offer”) on the terms set forth in this Supplemental Indenture, except
that the Company shall not be obligated to repurchase the Notes pursuant to this Section 401 in the event that the Company has exercised
the right to redeem all of the Notes as described in Section 206. In the Change of Control Offer with respect to the Notes, the
Company will offer to purchase all of the Notes at a purchase price (the “Change of Control Purchase Price”) in cash
in an amount equal to 101% of the principal amount of the Notes, plus accrued but unpaid interest, if any, to, but not including,
the date of purchase (the “Change of Control Purchase Date”) (subject to the rights of Holders of record on the relevant
record date to receive interest due on the relevant Interest Payment Date if such Notes have not been repurchased prior to such record
date).
(b) Within
30 days after any Change of Control Repurchase Event with respect to the Notes or, at the Company’s option, prior to such Change of Control
but after the public announcement of such pending Change of Control, the Company must notify the Trustee of the Notes and give written
notice of the Change of Control Repurchase Event to the Trustee and each Holder of Notes, by first-class mail or delivered electronically
if held by DTC, to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC.
The notice must state, among other things:
(l) that
a Change of Control Repurchase Event has occurred or may occur with respect to the Notes and the date of such event;
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(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 15 days nor later than 60
days from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3) that any Note not tendered will continue to accrue interest;
(4) that,
unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control
Offer.
In addition, the notice, if sent prior to the date
of the consummation of the Change of Control, will state that the Change of Control Offer is conditioned on the Change of Control being
consummated on or prior to the Change of Control Purchase Date.
(c) If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in
a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, as described in
clause (d) below, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company will have the right,
upon not less than 15 nor more than 60 days’ prior notice, with such notice given not more than 30 days following the Change of Control
Purchase Date, to redeem all Notes that remain Outstanding following such purchase at a redemption price in cash equal to the Change
of Control Purchase Price plus, to the extent not included in the Change of Control Purchase Price, accrued and unpaid interest, if any,
on the Notes that remain Outstanding to, but not including, the date of redemption (subject to the rights of Holders of record on relevant
record dates to receive interest due on the relevant Interest Payment Date).
(d) The
Company will comply with Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 401, the Company will comply with the applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 401 by virtue of its compliance with such securities laws and regulations. The
Company will not be required to make a Change of Control Offer upon a Change of Control Repurchase Event with respect to the Notes
if a third party makes the Change of Control Offer with respect to the Notes in the manner, at the times and otherwise in compliance
with the requirements described in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.
23
(e) On
the Change of Control Purchase Date with respect to the Notes, the Company will, to the extent permitted by law:
(1) accept
for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control Purchase Price in respect of
all Notes or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes so accepted together with an Officers’ Certificate to
the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION 402 Limitation
on Liens. With respect to the Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
As long as any Notes remain Outstanding, the
Company will not, and will not permit any Restricted Subsidiary to, create, incur or assume any Lien (other than Permitted Liens) on
Restricted Property to secure the payment of Indebtedness of the Company or any Restricted Subsidiary if immediately after the
creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount of all Indebtedness of the Company and
its Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted Property would exceed the greater
of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company and its
Restricted Subsidiaries (whether or not so secured), unless effective provision is made whereby the Notes (together with, if the
Company shall so determine, any other Indebtedness ranking equally with the Notes, whether then existing or later created)
are secured equally and ratably with (or prior to) such Indebtedness (but only for so long as such Indebtedness is so secured).
SECTION 403 Limitation
on Indebtedness of Restricted Subsidiaries. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 4.09
of the Original Indenture is hereby amended to be replaced with the following:
As long as any Notes remain Outstanding, the Company
will not permit any Restricted Subsidiary to incur or assume any Indebtedness if immediately after the incurrence or assumption of such
Indebtedness, the aggregate outstanding principal amount of all Indebtedness of the Restricted Subsidiaries would exceed the greater
of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all Indebtedness of the Company and its
Restricted Subsidiaries; provided that in any event, a Restricted Subsidiary may incur Indebtedness to extend, renew or replace
Indebtedness of such Restricted Subsidiary to the extent that the principal amount of the Indebtedness so incurred does not exceed the
principal amount of the Indebtedness extended, renewed or replaced thereby immediately prior to such extension, renewal or replacement
plus any premium, accrued and unpaid interest or capitalized interest payable thereon.
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ARTICLE 5
SECTION 501 Guarantee.
(a) The
Guarantor hereby fully and unconditionally guarantees the Notes and the obligations of the Company thereunder and under the Indenture,
and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, that
(i) the principal of (and premium, if any) and interest on the Notes will be paid in full when due, whether at Stated Maturity,
by acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of any automatic
stay provision of any federal bankruptcy law), together with interest on the overdue principal, if any, and interest on any overdue
interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee under the Indenture or the Notes
will be paid in full or performed, all in accordance with the terms of the Indenture and the Notes; and (ii) in case of any extension
of time of payment or renewal of any Notes or of any such other obligations, the same will be paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
(b) The
Guarantor hereby agrees that, upon the occurrence of an Event of Default in payment of principal (or premium, if any) or interest on
the Notes, whether at Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on
behalf of, or by, a Holder of Notes, subject to the terms and conditions set forth in the Indenture, directly against the Guarantor
to enforce the Guarantee without first proceeding against the Company or any other guarantor. The Guarantor agrees that if, after
the occurrence and during the continuance of an Event of Default with respect to the Notes, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on
the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, the Guarantor will pay to the Trustee for
the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and
remedies been permitted to be exercised by the Trustee or any of the Holders.
(c) With
respect to the Notes, unless and until the Termination Date (as defined herein) has occurred, or the Guarantor shall be released in accordance
with Section 504 of this Supplemental Indenture, to the fullest extent permitted by applicable law, the Guarantor shall remain obligated
hereunder and the Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against
the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors
or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes
are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes,
whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance
had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall,
to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored
or returned.
25
(d) To
the fullest extent permitted by applicable law, the Guarantor waives diligence, presentment, protest and notice of protest, demand for
payment or performance, notice of default or nonpayment, notice of acceptance and any other notice in respect of the Company’s obligations
under the Notes and under the Indenture, and any defense arising by reason of any disability or other defense of the Company or the Guarantor
with respect to such obligations (other than the defense that the Termination Date has occurred or the Guarantor has been released in
accordance with Section 504 of this Supplemental Indenture). The Guarantor understands and agrees that the Guarantee contained in
this Article 5 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not merely
of collectability, and its Guarantee of the Notes and the obligations of the Company under the Indenture hereunder shall not be affected
by, and shall remain in full force and effect without regard to, and hereby waives all rights, claims or defenses that it might otherwise
have (now or in the future) with respect to each of the following (whether or not the Guarantor has knowledge thereof): (i) the
validity, regularity or enforceability of the Notes or the Indenture or the absence of any action to enforce the same, (ii) the
recovery of any judgment against the Company or any action to enforce the same, (iii) any renewal, extension or acceleration of,
or any increase in the amount of the Company’s obligations under the Notes and under the Indenture (whether or not any increase is committed,
contemplated or provided for by the Indenture or the Notes on the date hereof), (iii) any failure, omission or delay in enforcement
(by agreement or otherwise), or the stay or enjoining (by court order, operation of law or otherwise) of the exercise of enforcement,
of any claim or demand or any right, power or remedy (whether arising under the Indenture or the Notes, at law, in equity or otherwise)
with respect to the Company’s obligations under the Notes and under the Indenture or (iv) any other circumstance whatsoever (with
or without notice to or knowledge of the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge
of the Guarantor under the Guarantee contained in this Article 5, in bankruptcy or in any other instance (in each case, other than
the occurrence of the Termination Date or the release of the Guarantor in accordance with Section 504 of this Supplemental Indenture).
(e) The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee, on the other hand (i) subject
to the terms and provisions of this Supplemental Indenture, the maturity of the obligations under the Notes guaranteed hereby may be
accelerated as provided in Article VI of the Original Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any
acceleration of such obligations as provided in Article VI of the Original Indenture, such obligations (whether or not due and payable)
shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee.
(f) Subject
to Section 504 of this Supplemental Indenture, the Guarantee of the Notes contained in this Article 5 shall remain in full
force and effect until all the obligations of the Company under the Notes and under the Indenture shall have been satisfied by payment
in full (such date, the “Termination Date”).
(g) The
Guarantee by the Guarantor of the Notes shall be independent of and shall not be affected by the Guarantee by the Guarantor of any other
Debt Securities issued under the Indenture.
26
SECTION 502 Subrogation.
The Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by the Guarantor pursuant
to its Guarantee; provided, however, that if an Event of Default has occurred and is continuing with respect to the Notes, the
Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all
amounts then due and payable by the Company under the Indenture or the Notes shall have been paid in full.
SECTION 503 Reinstatement.
Subject to Section 504 of this Supplemental Indenture, the Guarantee of the Notes contained in this Article 5 shall continue
to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Company’s obligations
with respect to of the Notes or the Indenture is rescinded or must otherwise be restored or returned by the Trustee or any Holder upon
the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor, or upon or as a result of the appointment of
a receiver, intervenor or conservator of, or trustee or similar officer for, the Guarantor or any substantial part of its property, or
otherwise, all as though such payments had not been made.
SECTION 504 Release
of Guarantee. (a) The Guarantor shall, upon the occurrence of any of the following events, be automatically and unconditionally
released and discharged from all obligations with respect to the Notes, the Indenture and the Guarantee of the Notes without any action
required on the part of the Trustee or any Holder:
(i) on the Termination Date;
(ii) upon the termination or release of the Company’s guarantee of the Guarantor’s obligations under the Credit Agreement;
(iii) upon any covenant defeasance or legal defeasance with respect to the Notes and the Indenture, or upon the discharge of the Company’s obligations with respect to the Notes and obligations under the Indenture in accordance with its terms;
(iv) upon (A) the consolidation or merger by the Company with or into any Person or (B) the conveyance, transfer or lease of all or substantially all the assets of the Company, in a transaction that complies with the Indenture, such that the Company ceases to be a subsidiary of the Guarantor; or
(v) upon (A) the consolidation or merger by the Guarantor with or into any Person or (B) the conveyance, transfer or lease of all or substantially all the assets of the Guarantor, such that the Company ceases to be a subsidiary of the Guarantor.
The release of the Guarantor’s Guarantee of the
Notes hereunder shall be independent of and shall not be affected by the release of the Guarantor’s Guarantee of any other Debt Securities
issued under the Indenture.
SECTION 505 Execution
and Delivery. The Guarantor hereby agrees that the Guarantee of the Notes will remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Guarantee.
27
ARTICLE 6
MISCELLANEOUS
PROVISIONS
The Trustee makes no undertaking or representations
in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental
Indenture or the Guarantee or the proper authorization or the due execution hereof by the Company or the Guarantor or for or in respect
of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
The Trustee (which shall be deemed to include the
Paying Agent when the Trustee is also acting as a Paying Agent) shall have the right to accept and act upon instructions, including funds
transfer instructions (“Instructions”) given pursuant to this Indenture and delivered using Electronic Means (as defined
above); provided, however, that the Company shall provide to the Trustee an incumbency certificate listing officers with the authority
to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers,
which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing. If the Company
elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions,
the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot
determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that
purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such
Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee
and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and
authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses,
costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding
such directions conflict or are inconsistent with a subsequent written instruction. The Company agrees: (i) to assume all risks
arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee
acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of
the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures
(if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection
in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or
unauthorized use of the security procedures.
For purposes of this Supplemental
Indenture and the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following additional rights of
the Trustee:
(i) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;
28
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, epidemics
or pandemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that
the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as
soon as practicable under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual
written notice thereof at the designated Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture;
(1) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person
employed to act hereunder;
(m) the
Trustee may require that the Company deliver a certificate setting forth the names of individuals, and their titles and direct-dial telephone
numbers, of officers authorized at such time to take specified actions pursuant to this Indenture;
(n) the
Trustee shall not be liable for errors in judgment made in good faith unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts; and
(o) the Trustee may act at the direction of requisite Holders without liability.
For purposes of this Supplemental
Indenture and the Notes, Section 2.04 of the Original Indenture is hereby amended as follows:
(a) the
Company shall be permitted to execute the Notes by manual, facsimile or electronic signature (so long as any such electronic signature
is a true representation of the actual signature of the signatory thereof); and
(b) the
Trustee shall be permitted to authenticate the Notes by manual, facsimile or electronic signature (so long as any such electronic signature
is a true representation of the actual signature of the signatory thereof).
This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New York.
Each of the Company, the Guarantor
and the Trustee (i) expressly and irrevocably consents to submit itself to the exclusive personal jurisdiction of the state courts
in the Borough of Manhattan in the City of New York in the State of New York, and any federal court located in the Borough of Manhattan
in the City of New York in the State of New York, together with any appellate court therefrom, with respect to all actions and proceedings
arising out of this Indenture, the Notes or the Guarantee and (ii) expressly and irrevocably waives (and agrees not to plead or
claim) any objection to the laying of venue of any action or proceeding arising out of this Indenture, the Notes or the Guarantee in
such court or that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
29
This Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument. Any such counterparts may be executed manually, electronically or by facsimile.
EACH OF THE COMPANY, THE GUARANTOR, THE TRUSTEE
AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTION
CONTEMPLATED HEREBY.
In order to comply with applicable tax laws (inclusive
of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time to time
(collectively, “Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party
is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of the Trustee, to use commercially reasonable
efforts to provide to the Trustee, to the extent available, sufficient information about the parties and/or transactions (including any
modification to the terms of such transactions) so that the Trustee can determine whether it has tax-related obligations under Applicable
Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction in respect of taxes from payments under
the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. Nothing in
the immediately preceding sentence shall be construed as obligating the Company to make any “gross up” payment or similar reimbursement
in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this paragraph shall survive the satisfaction
and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
30
IN WITNESS WHEREOF, the Parties have executed this
Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC., as Issuer
By:
/s/ Perley McBride
Name:
Perley McBride
Title:
Executive Vice President and Chief Financial Officer
By:
/s/ Charles L. Odom
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to
Twenty-First Supplemental Indenture]
COX ENTERPRISES, INC., as Guarantor
By:
/s/ Maria L. Friedman
Name:
Maria L. Friedman
Title:
Executive Vice President, Finance
By:
/s/ Charles L. Odom
Name:
Charles L. Odom
Title:
Senior Vice President, Corporate Finance & Treasurer
[Signature Page to
Twenty-First Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
/s/ Michael C. Jenkins
Name:
Michael C. Jenkins
Title:
Vice President
[Signature Page to Twenty-First Supplemental
Indenture]
EXHIBIT A-1
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE
HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY
ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS
AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY
SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH
PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE
WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
A-1-1
[GLOBAL NOTES LEGEND]
[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED
TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN ARTICLE TWO OF THE TWENTY-FIRST SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE HEREOF.]
A-1-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CT2
$
COX COMMUNICATIONS, INC.
5.800% Notes due 2053
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on December 15, 2053 (the “Maturity Date”), unless previously redeemed, and to
pay interest thereon from January 19, 2024 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, payable semiannually on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing
June 15, 2024 at the rate of 5.800% per annum, until the principal hereof is paid or duly made available for payment. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided for
on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be June 1 or December 1
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This Note is one of the duly
authorized series of Debt Securities of the Company, designated as the Company’s “5.800% Notes due 2053” (the “Notes”),
initially limited to an aggregate principal amount of $850,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the “Original Indenture”), as supplemented by the Twenty-First Supplemental Indenture dated as of
January 19, 2024 (the “Twenty-First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”),
duly executed and delivered by the Company and Cox Enterprises, Inc., a Delaware corporation, as guarantor (the “Guarantor”),
to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the “Trustee”), to which Indenture
and all indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder of the Notes).
A-1-3
The Notes and the obligations
of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior unsecured basis by the Guarantor
(the “Guarantee”). The Guarantee will be automatically and unconditionally released and discharged upon the occurrence of certain
events without any action required on the part of the Trustee or any Holder in accordance with the terms of the Twenty-First Supplemental
Indenture.
Prior to the
Par Call Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, at
a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i) (a) the
sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the Redemption Date (assuming
this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 25 basis points, less (b) interest accrued to the Redemption Date, and (ii) 100% of the principal
amount of this Note to be redeemed, plus, in either case, accrued and unpaid interest thereon to the Redemption Date. On or after the
Par Call Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, at
a Redemption Price equal to 100% of the principal amount of this Note being redeemed, plus accrued and unpaid interest thereon to the
Redemption Date.
“Par Call Date” means June 15,
2053.
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any
successor designation or publication) (H.15) under the caption “U.S. government securities– Treasury constant maturities–
Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable:
(i) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call
Date (the Remaining Life); or (ii) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life,
the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield
corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life — and shall
interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the
result to three decimal places; or (iii) if there is no such Treasury constant maturity on H.15 shorter than or longer than the
Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
A-1-4
If on the third business day preceding the Redemption Date H.15 or
any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per
annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such
Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable.
If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities
with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity
date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par
Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury
securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury
securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for
such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms
of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States
Treasury security, and rounded to three decimal places.
The Company’s
actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any
redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least
10 days but not more than 60 days before the Redemption Date to each holder of notes to be redeemed.
In the case of a partial redemption,
selection of this Note for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems
appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption that relates to this Note will state the portion of the principal amount of this Note to be redeemed.
A new note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the holder of this Note upon
surrender for cancellation of this Note. For so long as this Note is held by DTC (or another depositary), the redemption of this Note
shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults
in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on this Note or portions thereof
called for redemption.
If money sufficient to pay
the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption Date is deposited
with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture are satisfied,
then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Any notice of redemption may,
at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, and if such notice of redemption is
conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such conditions precedent.
A-1-5
Except as provided above, this
Note is not redeemable by the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon the
occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this
Security or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase
all or a portion (such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a
purchase price in cash in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but
not including, the date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a
notice to each Holder, in accordance with Section 40l(b) of the Twenty-First Supplemental Indenture, with a copy to the
Trustee, which notice shall govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of
Control Offer will be mailed or delivered electronically at least 15 days but not more than 60 days before the Redemption Date to
the Holder hereof in accordance with the Twenty-First Supplemental Indenture.
In case an
Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and
payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions
set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the Holders of at least
a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions applicable to
the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person of
the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the Company,
or to establish the form or terms of the Notes, or to appoint a successor Trustee or provide for administration of the trust by more
than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the provisions of
the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect any Holders,
or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does not adversely
affect the rights of any Holder.
Subject to certain conditions,
the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under the Notes and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest
on the Notes to the Maturity Date.
If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its request
unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look only to the
Company and not to the Trustee for payment.
A-1-6
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the rate,
and in the coin or currency herein prescribed.
No director, officer, employee
or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the Company under this Note
or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim based on, in respect of or
by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such liability. The waiver
and release are part of the consideration for the issue of this Note.
This Note and the Indenture
shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.
Ownership of
this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to a
recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders.
No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers
printed on this Note.
Terms used
herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the Certificate of Authentication
hereon has been executed by the Trustee under the Indenture referred to herein by the manual, facsimile or electronic signature of one
of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic signature of an authorized officer of
the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
[Remainder
of Page Intentionally Left Blank]
A-1-7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or by facsimile.
Date: January 19, 2024
COX COMMUNICATIONS, INC.
By:
Name:
Perley McBride
Title:
Executive Vice President and Chief Financial Officer
By:
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of
substitution in the premises.
Dated:
NOTICE: The signature to
this assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement
or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements of the
Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2
[FORM OF
FACE OF SECURITY]
[TRANSFER RESTRICTION LEGEND]
[THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN WHICH
SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY
ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON
REGULATION S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER’’ AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO
WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE
LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY
SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION
HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
A-2-1
THIS
GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR
ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL
NOTES LEGEND]
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE
IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTY-FIRST SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
A-2-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 BC5
$
COX COMMUNICATIONS, INC.
5.800% Notes due 2053
COX COMMUNICATIONS, INC.,
a Delaware corporation (hereinafter called the “Company,” which term includes any successor corporation under the Indenture
referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of [ ]
($ ) on December 15, 2053 (the “Maturity Date”), unless previously redeemed, and to pay
interest thereon from January 19, 2024 or from the most recent Interest Payment Date to which interest has been paid or duly provided
for, payable semiannually on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing
June 15, 2024 at the rate of 5.800% per annum, until the principal hereof is paid or duly made available for payment. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable and punctually paid or duly provided for
on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor
securities) is registered at the close of business on the regular record date for such interest, which shall be June 1 or December l
(whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder
hereof on the relevant regular record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note
(or one or more predecessor securities) is registered at the close of business on a subsequent special record date (which shall be not
more than 15 days and not less than 10 days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to the Holders of Notes of this series not less than 10 days prior to such special record date, or may
be paid at any time in any other lawful manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption
Date or the Maturity Date falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if
it were made on the date such payment was due and no interest shall accrue on the amount so payable for the period from and after such
Interest Payment Date, Redemption Date or the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium,
if any, and interest hereunder shall be made in such coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts and shall be made immediately available to the Holder (as defined below)
hereof.
This Note is one of the
duly authorized series of Debt Securities of the Company, designated as the Company’s “5.800% Notes due 2053” (the
“Notes”), initially limited to an aggregate principal amount of $850,000,000, all issued or to be issued under and
pursuant to an Indenture dated as of June 27, 1995 (the “Original Indenture”), as supplemented by the Twenty-First
Supplemental Indenture dated as of January 19, 2024 (the “Twenty-First Supplemental Indenture” and, together with the
Original Indenture, the “Indenture”), duly executed and delivered by the Company and Cox Enterprises, Inc., a
Delaware corporation, as guarantor (the “Guarantor”), to The Bank of New York Mellon Trust Company, N.A, as trustee
(hereinafter referred to as the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Trustee, the
Company, the Guarantor and the Holders (the words “Holders” or “Holder” meaning the registered holders or
registered holder of the Notes).
A-2-3
The Notes and
the obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior unsecured
basis by the Guarantor (the “Guarantee”). The Guarantee will be automatically and unconditionally released and discharged upon
the occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of
the Twenty-First Supplemental Indenture.
Prior to the Par Call
Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to time, at a
Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (i)
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, less (b) interest accrued to the Redemption
Date, and (ii) 100% of the principal amount of this Note to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole
or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being
redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
“Par Call Date” means June 15, 2053.
“Treasury Rate” means,
with respect to any Redemption Date, the yield determined by the Company in accordance with the following paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted
daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption Date based upon
the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published
by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or
any successor designation or publication) (H.15) under the caption “U.S. government securities– Treasury constant
maturities– Nominal” (or any successor caption or heading). In determining the Treasury Rate, the Company shall select,
as applicable: (i) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to
the Par Call Date (the Remaining Life); or (ii) if there is no such Treasury constant maturity on H.15 exactly equal to the
Remaining Life, the two yields — one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than
and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life
and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (iii) if there is no such Treasury constant maturity on H.15 shorter than or longer than
the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this
paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the
relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption Date.
A-2-4
If on the third business day preceding the Redemption
Date H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on
the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business
day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the
Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more
United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding
the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States Treasury
security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on
the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company
shall select from among these two or more United States Treasury securities the United States Treasury security that is trading
closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York
City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the
applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of
principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal
places.
The Company’s
actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
Notice of any redemption will
be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not
more than 60 days before the Redemption Date to each holder of notes to be redeemed.
In the case of a partial redemption,
selection of this Note for redemption will be made pro rata, by lot or by such other method as the Trustee in its sole discretion deems
appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part
only, the notice of redemption that relates to this Note will state the portion of the principal amount of this Note to be redeemed.
A new note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the holder of this Note upon
surrender for cancellation of this Note. For so long as this Note is held by DTC (or another depositary), the redemption of this Note
shall be done in accordance with the policies and procedures of the depositary.
Unless the Company defaults
in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on this Note or portions thereof
called for redemption.
If money sufficient
to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the Redemption Date
is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified in the Indenture
are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called for redemption.
Any notice of redemption
may, at the Company’s discretion, be subject to the satisfaction of one or more conditions precedent, and if such notice of
redemption is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such
conditions precedent.
A-2-5
Except as provided above, this Note is not
redeemable by the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon the occurrence of a Change of
Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security or satisfied and
discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion (such
principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in cash
in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the
date of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each
Holder, in accordance with Section 40l(b) of the Twenty-First Supplemental Indenture, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will
be mailed or delivered electronically at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in
accordance with the Twenty-First Supplemental Indenture.
In case an Event of Default
shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
Subject to certain exceptions
set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of the Holders of at least
a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions applicable to
the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject to certain
exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture or the
Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person of
the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the Company,
or to establish the form or terms of the Notes, or to appoint a successor Trustee or provide for administration of the trust by more
than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized amount, terms or
purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the provisions of
the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect any Holders,
or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does not adversely
affect the rights of any Holder.
Subject to certain conditions,
the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under the Notes and the Indenture
if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal, premium, if any, and interest
on the Notes to the Maturity Date.
If money for the payment
of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the Company at its
request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the money must look
only to the Company and not to the Trustee for payment.
A-2-6
No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective
times, at the rate, and in the coin or currency herein prescribed.
No director, officer, employee
or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the Company under this Note
or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim based on, in respect of or
by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such liability. The waiver
and release are part of the consideration for the issue of this Note.
This Note and the Indenture
shall be governed by and construed in accordance with the law of the State of New York applicable to agreements made or instruments entered
into and, in each case, performed in said state.
Ownership of
this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant to
a recommendation promulgated by the Committee on Uniform Securities Identification Procedures (“CUSIP”), the Company has caused
a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No representation
is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed on this Note.
Terms used herein without definition
that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the
Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual, facsimile
or electronic signature of one of its authorized officers, or on behalf of the Trustee by the manual, facsimile or electronic signature
of an authorized officer of the Trustee’s authenticating agent, this Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
[Remainder
of Page Intentionally Left Blank]
A-2-7
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed, manually or by facsimile.
Date: January 19, 2024
COX COMMUNICATIONS, INC.
By:
Name:
Perley McBride
Title:
Executive Vice President and Chief Financial Officer
By:
Name:
Charles L. Odom
Title:
Vice President and Treasurer
[Signature Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder,
hereby irrevocably constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of
substitution in the premises.
Dated:
NOTICE: The signature to
this assignment must correspond with the name as written upon the face of this Note in every particular without alteration or enlargement
or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements of the
Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer Certificate
In connection with a transfer
of any of the principal amount of the $ principal amount
of the % Notes due 20
(the “Notes”) of Cox Communications, Inc. (the “Company”) within the period prior to the expiration
of the holding period applicable to the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”) (or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $principal amount
of the above-captioned securities presented or surrendered on the date hereof (the “Surrendered Notes”) for registration
of transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other than that of the
undersigned registered owner (each such transaction being a “transfer”), that such transfer complies with the restrictive
legend set forth on the face of the Surrendered Notes for the reason checked below:
¨ The transfer of the Surrendered Notes is made to the Company,
Cox Enterprises, Inc. or any Subsidiary thereof;
¨ The transfer of the Surrendered Notes complies with Rule 144A
under the Securities Act;
¨ The transfer of the Surrendered Notes is pursuant to a registration
statement which has been declared effective under the Securities Act;
¨ The transfer of the Surrendered Notes is pursuant to an offer
and sale to a non-U.S. person that occurs outside the United States within the meaning of
Regulation S under the Securities Act and in accordance with the laws applicable to it in
the jurisdiction in which such purchase is made;
¨ The transfer of the Surrendered Notes is pursuant to another
available exemption from the registration requirements of the Securities Act.
and unless the box below is checked,
the undersigned confirms that, to the undersigned’s knowledge, such Notes are not being transferred to an “affiliate” of the
Company as defined in Rule 144 under the Securities Act (an “Affiliate”).
¨ The
transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the registered owner is a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must be stated.)
B-1-1
EXHIBIT B-2
Form of Letter to be Delivered
by Accredited Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody Road, NE
Atlanta, Georgia
30328
Attention: Treasurer
The
Bank of New York Mellon Trust Company, N.A., as Registrar
500 Ross Street, 12th Floor
Pittsburgh, PA 15262
Attention: Corporate
Trust Office
Dear Sirs:
We
are delivering this letter in connection with the proposed transfer of $
principal amount of the % Notes due 20
(the “Notes”) of Cox Communications, Inc. (the “Company”).
We hereby confirm that:
(i) we are an “accredited investor”
within the meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”), or an entity in which all of the equity owners are accredited investors within the meaning of
Rule 501(a)(l ), (2), (3) or (7) of Regulation D under the Securities Act (an “Institutional Accredited
Investor”);
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an “accredited investor” within the meaning of Rule 501(a)(7) under
the Securities Act and for each of which we exercise sole investment discretion or (B) we are a “bank,” within the meaning
of Section 3(a)(2) of the Securities Act, or a “savings and loan association” or other institution described in
Section 3(a)(5)(A) of the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for
which we exercise sole investment discretion;
(iii) we will
acquire Notes having a minimum principal amount of not less than $100,000 for our own account or for any separate account for which
we are acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of purchasing
Notes; and
(v) we
are not acquiring Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted
below; provided that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain
at all times within our control.
B-2-1
We
understand that the Notes were originally offered and sold in a transaction not involving any public offering within the United States
within the meaning of the Securities Act and that the Notes have not been registered under the Securities Act, and we agree, on our own
behalf and on behalf of each account for which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any
beneficial interest therein, prior to the date (the “Resale Restriction Termination Date”) that is (a) one year after
the latest of (x) the original issue date of the Notes, (y) the original issue date of any Additional Notes (as defined in
the indenture governing the Notes) and (z) the last date on which the Issuer or any of its Affiliates were the owner of such Notes
(or any predecessor thereof), and (b) such later date, if any, as may be required by applicable laws only:
(1) to the Company or any Subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe is a “qualified institutional
buyer” (as defined in Rule 144A under the Securities Act) that purchases for its own account or for the account of a qualified
institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A, or
(3) pursuant
to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities
Act and in accordance with the laws applicable to us in the jurisdiction in which such purchase is made, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements of the Securities Act.
We acknowledge that the Company,
others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify you promptly
in writing if any of our representations or warranties herein ceases to be accurate and complete.
THIS
LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-2
EX-4.19 — EXHIBIT 4.19
EX-4.19
Filename: tm2623711d1_ex4-19.htm · Sequence: 20
Exhibit 4.19
Execution Version
COX COMMUNICATIONS, INC.,
as Issuer
COX ENTERPRISES, INC.,
as Guarantor
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
as Trustee
TWENTY-SECOND SUPPLEMENTAL INDENTURE
Dated as of August 20, 2024
Supplement to Indenture
Dated as of June 27, 1995
Creating two series of Debt Securities
designated
5.450% Notes due 2034
5.950% Notes due 2054
TWENTY-SECOND SUPPLEMENTAL INDENTURE,
dated as of the 20th day of August, 2024, among COX COMMUNICATIONS, INC., a corporation existing under the laws of the State of Delaware,
having its principal executive office located at 6205-B Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the "Company"),
COX ENTERPRISES, INC., a corporation existing under the laws of the State of Delaware, having its principal executive office
located at 6205-A Peachtree Dunwoody Road, NE, Atlanta, Georgia 30328 (the "Guarantor"), and THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., a national banking association, having a designated corporate trust office located at 500 Ross Street, 12th Floor,
Pittsburgh, Pennsylvania 15262, as trustee (the "Trustee");
WHEREAS, the Company has heretofore executed
and delivered to the Trustee an Indenture, dated as of June 27, 1995 (the “Original Indenture” and, as amended by
this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of its
debentures, notes, bonds or other evidences of indebtedness (in the Original Indenture and herein called the “Debt Securities”),
unlimited as to principal amount, to be issued in one or more series;
WHEREAS, the Company, in the exercise of
the power and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate resolutions
of the Company's Board of Directors, and the Guarantor, pursuant to appropriate resolutions of the Guarantor's Board of Directors, have
duly determined to make, execute and deliver to the Trustee this Supplemental Indenture to the Original Indenture in order to establish
the form and terms of, and to provide for the creation and issuance of, two new series of Debt Securities designated as the “5.450%
Notes due 2034” in the initial aggregate principal amount of $750,000,000 (the “2034 Notes”) and the “5.950%
Notes due 2054” in the initial aggregate principal amount of $750,000,000 (the “2054 Notes” and, together
with the 2034 Notes, the “Notes”) and (ii) to establish the terms of, and to provide for the grant of, full and unconditional
guarantees (the “Guarantees”) by the Guarantor of the Company's obligations with respect to the Notes and the Company's
obligations under the Indenture in respect thereof;
WHEREAS, Section 9.01 of the Original Indenture
provides, among other things, that the Company and the Trustee, at any time and from time to time, without the consent of any Holders,
may enter into an indenture supplemental to the Original Indenture to establish the form or terms of Debt Securities of any series as
permitted by Sections 2.01 and 2.03 of the Original Indenture and to add guarantees with respect to the Debt Securities of any series;
WHEREAS, all things necessary to make the Notes, when executed by the Company and authenticated and delivered by the Trustee and issued
upon the terms and subject to the conditions hereinafter and in the Original Indenture set forth against payment therefor, the valid,
binding and legal obligations of the Company and to make this Supplemental Indenture a valid, binding and legal agreement of the Company
and the Guarantor, have been done;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH that, in order to establish the form and terms of the series of Debt Securities designated as the "5.450% Notes due
2034" and the "5.950% Notes due 2054" and to provide for the Guarantees in respect thereof and for and in consideration
of the premises and of the covenants contained in the Original Indenture and in this Supplemental Indenture and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate
benefit of all Holders of the Notes of each series, as follows:
ARTICLE 1
DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101 Definitions.
For all purposes of the Original Indenture and this Supplemental Indenture relating to each series of Debt
Securities (consisting of the Notes) created hereby and the Guarantees in respect thereof, except as otherwise expressly provided or unless
the context otherwise requires, the terms defined in this Article have the meanings assigned to them in this Article. Each capitalized
term that is used in the Original Indenture and this Supplemental Indenture but not defined herein shall have the meaning specified in
the Original Indenture.
"Additional Notes"
has the meaning specified in Section 202 of this Supplemental Indenture.
"Agent Members"
has the meaning specified in Section 209(e)(v) of this Supplemental Indenture.
"Applicable Procedures"
means, with respect to any transfer or transaction involving a Global Note or beneficial interest therein, the rules and procedures
of the Depositary for such Note, in each case to the extent applicable to such transaction and as in effect from time to time.
"Below
Investment Grade Downgrade Event" means, with respect to either series of Notes, the rating on such Notes is lowered in respect
of a Change of Control and such Notes are rated below an Investment Grade Rating by each of the Rating Agencies on any date from the first
public announcement by the Company of any Change of Control (or pending Change of Control) and ending 60 days following consummation of
such Change of Control (which period shall be extended until the ratings are announced if, during such 60-day period, the rating of such
Notes is under publicly announced consideration for possible downgrade by each of the Rating Agencies);
provided that a Below Investment Grade Downgrade Event otherwise arising by virtue of a particular reduction in rating shall not
be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Downgrade
Event for purposes of the definition of Change of Control Repurchase Event hereunder) if the Rating Agencies making the reduction in rating
to which this definition would otherwise apply do not announce or publicly confirm or inform the Company in writing at its request that
the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect
of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment
Grade Downgrade Event). The Company shall request the Rating Agencies to make such confirmation in connection with any Change of Control
and shall promptly certify to the Trustee as to whether or not such confirmation has been received or denied.
"Business
Day" means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies
in The City of New York are authorized or obligated by law to close.
2
"Capital Stock" of any
Person means any and all shares, interests, participations, rights in or other equivalents (however designated) of such Person's capital
stock, other equity interests whether now outstanding or issued after the Issue Date, partnership interests (whether general or limited),
limited liability company interests, any other interest or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person, including any preferred stock, and any rights (other than debt
securities convertible into, or exchangeable for or valued by reference to, Capital Stock until and unless any such debt security is converted
into Capital Stock), warrants or options exchangeable for or convertible into such Capital Stock.
"cash" means U.S. legal
tender.
"Certificated
Notes" means the Notes issued in certificated, registered form without interest coupons and not required to bear the Legend set
forth in Section 207(a)(ii) of this Supplemental Indenture.
"Change of Control" means
the occurrence of any of the following events:
(1) any
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act), other than one or more Permitted Holders, becomes the "beneficial owner" (as defined in Rules l3d-3
and 13d-5 under the Exchange Act, except that a Person shall be deemed to have beneficial ownership of all shares that such Person has
the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly,
of more than 50% of the total outstanding Voting Stock of the Company;
(2) the
Company sells, assigns, conveys, transfers, leases or otherwise disposes of (other than by way of
merger or consolidation) all or substantially all of its and its Subsidiaries' assets taken
as a whole to any Person, other than any such transaction where:
(A) the transferee is a Person controlled, directly or indirectly, by one or more Permitted Holders; or
(B) following such transaction, each transferee becomes an obligor in respect of the Notes and either (i) each
transferee is or becomes a Subsidiary of the transferor of such assets or (ii) the holders of the Voting Stock of the Company immediately
prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the transferee immediately after
such transaction;
(3) the
Company consolidates with or merges with or into any Person or any Person consolidates with or merges into or with the Company,
in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is converted into or exchanged for cash,
securities or other property, other than any such transaction where:
(A) the surviving corporation is a Person controlled, directly or indirectly, by one or more Permitted Holders; or
3
(B) (i) the outstanding Voting Stock of the Company is changed into or exchanged for Voting Stock of the surviving corporation (or
any direct or indirect parent company of the surviving corporation) and (ii) the holders of the Voting Stock of the Company
immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the surviving corporation
immediately after such transaction; or
(4) the adoption of a plan relating to the liquidation or dissolution of the Company.
Notwithstanding the
foregoing, a transaction will not be deemed to involve a Change of Control if (i) Cox becomes a direct or indirect wholly owned
subsidiary of a holding company and (ii) the direct or indirect holders of the Voting Stock of Cox immediately prior to such transaction
own, directly or indirectly, at least a majority of the Voting Stock of such holding company.
"Change of Control
Repurchase Event" means, with respect to either series of Notes, the occurrence of a Change of Control together with a Below
Investment Grade Downgrade Event with respect to such series of Notes. Notwithstanding the foregoing, no Change of Control Repurchase
Event will be deemed to have occurred in connection with any particular Change of Control unless and until such Change of Control has
actually been consummated.
"Clearstream" means Clearstream
Banking, S.A. (formerly Cedelbank).
"Corporate Trust
Office" means 500 Ross Street, 12th Floor, Pittsburgh, Pennsylvania 15262 or such other address as the Trustee may designate
from time to time by notice to the Holders and the Company, or the principal corporate trust office of any successor Trustee (or such
other address as such successor Trustee may designate from time to time by notice to the Holders and the Company).
"Cox Descendants" means
the lineal descendants of Governor James M. Cox.
"Cox Family Charities"
means charitable organizations of which Cox Family Individuals constitute at least a majority of the trustees, members or directors
thereof.
"Cox Family Individuals"
means (a) the Cox Descendants and (b) the spouses and surviving spouses of Cox Descendants.
"Cox
Family Members" means (a) Cox Family Individuals, (b) Cox Family Trusts, (c) Cox Family Charities or (d) corporations,
partnerships, limited partnerships, limited liability companies or any other Person beneficially owned in whole or in part by one or
more Cox Family Individuals or Cox Family Trusts or Cox Family Charities; provided that, with
respect to clauses (b) and (d), in the case of a Cox Family Trust, a majority of the trustees are Cox Family Individuals, in the
case of a general or limited partnership, Cox Family Individuals own, directly or indirectly, more than 50% of the interests or general
partner interests, in the case of a limited liability company, Cox Family Individuals hold, directly or indirectly, more than 50% of
the vote of the managers, and in the case of any other Person, one or more Cox Family Individuals is the "beneficial owner"
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock, measured
by voting power rather than number of shares, of such Person.
4
"Cox Family Trusts" means
trusts established by or for the benefit of any one or more Cox Family Individuals.
"Credit Agreement" means
the Third Amended and Restated Credit Agreement dated as of November 10, 2010, and as amended and restated as of March 28,
2014, December 13, 2018 and November 4, 2021, and further amended as of March 1, 2023 and May 29, 2024 (and
as may be further amended, supplemented or otherwise modified from time to time), among the Company, the Guarantor, JPMorgan Chase Bank,
N.A., as administrative agent, and the lenders from time to time party thereto.
"Debt Securities" has the
meaning specified in the first recital hereof.
"Depositary"
means, with respect to the Notes issuable in whole or in part in global form, DTC and any nominee thereof, until a successor shall
have been appointed and become such pursuant to the applicable provisions of the Indenture, and thereafter "Depositary" shall
mean or include such successor and any nominee thereof.
"Distribution
Compliance Period" means the 40-day distribution compliance period as defined in Regulation S, or such later date, if any, as
may be required by applicable laws.
"DTC" means The Depository
Trust Company.
"Electronic Means"
shall mean the following communications methods: e-mail, secure electronic transmission containing applicable authorization codes,
passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use
in connection with its services hereunder.
"Euroclear" means the Euroclear
Bank SA/NV.
"Exchange Act" means the
Securities Exchange Act of 1934, as amended.
"Fitch" means Fitch
Ratings, Inc. or any successor to the rating agency business thereof.
"Global Note"
means a Note issued in global form, bearing the legends set forth in Section 207(a)(ii) of this Supplemental Indenture,
and deposited with or on behalf of the Depositary.
"Guarantee" or "Guarantees"
has the meaning specified in the recitals hereof.
"Guarantor" has the meaning
specified in the first paragraph hereof.
"Holder" and "Noteholder,"
in the case of any Note, means the Person in whose name such Note is registered in the Debt Security Register.
"Institutional Accredited Investor"
means an institutional "accredited investor" as defined in Rule 501(a)(l), (2), (3) and (7) under the Securities
Act.
5
"Interest Payment Date,"
in respect of any Note, has the meaning assigned to it in such Note.
"Investment Grade Rating"
means (a) with respect to Moody's, a rating equal to or higher than Baa3 (or the equivalent), and (b) with respect to S&P
and Fitch, a rating equal to or higher than BBB- (or the equivalent) (or, in each case, if such Rating Agency ceases to rate the Notes
for reasons outside of the Company's control, the equivalent investment grade credit rating from any Rating Agency selected by the Company
as a replacement Rating Agency).
"Issue Date" means August 20,
2024.
"Legend"
means the Transfer Restriction Legend as defined in Section 207(c) of this Supplemental Indenture.
"Moody's"
means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.
"Notes" has the meaning
specified in the recitals hereof.
"Permitted Holders"
means (a) the Cox Family Members, (b) the Guarantor and its affiliates, including any successor Person to the Guarantor
that owns, directly or indirectly, 100% of the Capital Stock of the Company and such successor Person's affiliates, and (c) any "group"
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of the foregoing with respect to which any such Persons
exercise a majority of voting power.
"Purchase Agreement"
means the Purchase Agreement, dated August 15, 2024, among the Company and Wells Fargo Securities, LLC, Citigroup Global Markets
Inc., MUFG Securities Americas Inc. and Truist Securities, Inc., acting as representatives on behalf of the Initial Purchasers (as
defined therein).
"Qualified Institutional Buyer"
has the meaning specified in Rule 144A.
"Rating Agencies" means:
(1) S&P;
(2) Moody's; and
(3) Fitch;
provided, that
if S&P, Moody's or Fitch or all three shall not make a rating of the Notes of either series publicly available, a "nationally
recognized statistical rating organization" within the meaning of Section 3(a)(62) of the Exchange Act, selected by the Company,
which shall be substituted for S&P, Moody's or Fitch or all three, as the case may be.
"Redemption
Date", with respect to any Note or portion thereof to be redeemed, means the date fixed for redemption in accordance with the
terms of such Note and Article III of the Original Indenture.
"Redemption Price", with
respect to any Note or portion thereof to be redeemed, means the price at which it is to be redeemed as determined in accordance with
the terms of the applicable Note and Article III of the Original Indenture.
6
"Regulation S" means Regulation S under
the Securities Act.
"Regulation S Global Note"
means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.
"Regulation S
Permanent Global Note" means a permanent Global Note in the form of the Note attached hereto as Exhibit A-2(i) or A-2(ii),
as applicable, and that is deposited with and registered in the name of the Depositary, issued in a denomination equal to the outstanding
principal amount of the Regulation S Temporary Global Note upon expiration of the Distribution Compliance Period.
"Regulation S
Temporary Global Note" means a temporary Global Note in the form of the Note attached hereto as Exhibit A-2(i) or A-2(ii),
as applicable, and that is deposited with and registered in the name of the Depositary, representing Notes sold in offshore transactions
in reliance on Regulation S.
"Resale Restriction
Termination Date" means (1) in the case of U.S. Global Notes, the date that is one year after the latest of (a) the
Issue Date, (b) the original issue date of any Additional Notes of such series and (c) the last date on which the Company or
any of its Affiliates were the owner of such Notes (or any predecessor thereof) or, in the case of Regulation S Notes, the date that is
40 days after the latest of (a) the Issue Date, (b) the original issue date of any Additional Notes of such series and (c) the
date on which such Notes (or any predecessor thereof) were first offered to persons other than distributors (as defined in Rule 902
of Regulation S) in reliance on Regulation S and (2) such later date, if any, as may be required by applicable laws.
"Restricted Note"
means a Note required to bear the Transfer Restriction Legend pursuant to Section 207(c) of this Supplemental Indenture
and set forth on the form of Note attached as Exhibit A-l (i), A- l(ii), A-2(i) or A-2(ii), as applicable, to this Supplemental
Indenture.
"Rule 144A"
means Rule 144A under the Securities Act (or any successor provision), as it may be amended from time to time.
"S&P"
means S&P Global Ratings, a division of S&P Global, Inc., or any successor to the
rating agency business thereof.
"Securities Act" means
the Securities Act of 1933, as amended.
"Supplemental Indenture" means
this Twenty-Second Supplemental Indenture.
"Termination
Date" has the meaning set forth in Section 501(f) of this Supplemental Indenture.
"Transfer Restriction Legend"
has the meaning specified in Section 207(c) of this Supplemental Indenture.
7
"Trustee" has the meaning specified
in the first paragraph hereof.
"U.S. Global Note" means
a Global Note in the form of the Note attached hereto as Exhibit A-l(i) or A-l(ii), as applicable, to this Supplemental Indenture,
and that is deposited with and registered in the name of the Depositary, representing Notes sold in reliance on Rule 144A.
"Voting Stock"
of a Person means Capital Stock of such Person of the class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such Person (irrespective
of whether or not at the time Capital Stock of any other class or classes shall have or might have voting power by reason of the happening
of any contingency).
SECTION 102 Section References.
Each reference to a particular section set forth in this Supplemental Indenture shall, unless the
context otherwise requires, refer to this Supplemental Indenture.
SECTION 103 Effect
of Supplemental Indenture. Except as set forth below and except as expressly amended hereby, the
Original Indenture shall continue in full force and effect in accordance with the provisions thereof, and the Original Indenture is in
all respects hereby ratified and confirmed. This Supplemental Indenture and all its provisions shall be deemed a part of the Original
Indenture in the manner and to the extent herein and therein provided. The Original Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.
This Supplemental Indenture
amends and supplements and, to the extent inconsistent therewith, replaces the provisions of the Original Indenture, to which provisions
reference is hereby made. For the avoidance of doubt, the provisions of Section 206 hereof amend Section 3.03 of the Original
Indenture as set forth in such Section 206; the provisions of Section 210 hereof amend Section 6.01 of the Original Indenture
as set forth in such Section 210; the provisions of Section 211 hereof amend Section 7.06 of the Original Indenture as
set forth in such Section 211; the provisions of Section 212 hereof amend Section 7.07 of the Original Indenture as set
forth in such Section 212; the provisions of Section 213 hereof amend Section 7.08 of the Original Indenture as set forth
in such Section 213; the provisions of Sections 214 and 215 hereof amend Section 9.01 of the Original Indenture as set forth
in such Sections 214 and 215; the provisions of Article 3 hereof replace the provisions of Section 5.03 of the Original Indenture
in their entirety; the provisions of Section 402 hereof replace the provisions of Section 4.08 of this Original Indenture in
their entirety; the provisions of Section 403 hereof replace the provisions of Section 4.09 of the Original Indenture in their
entirety; and the provisions of Article 6 hereof amend the provisions of Section 7.02 of the Original Indenture as set forth
in such Article 6.
The amendments and supplements
to, and replacements of the provisions of, the Original Indenture effected by this Supplemental Indenture shall be applicable only with
respect to, and govern the terms of, the Debt Securities issued pursuant to this Supplemental Indenture and the Guarantees in respect
thereof, and shall not apply to any other Debt Securities that have been or may be issued under the Original Indenture unless a supplemental
indenture with respect to such other Debt Securities specifically incorporates such amendments, supplements and replacements.
8
The provisions of Article XI of the Original Indenture
shall apply to the Notes.
ARTICLE 2
THE NOTES
SECTION 201 Title
of the Notes. The 2034 Notes and 2054 Notes shall be known and designated as the "5.450% Notes due 2034" and the "5.950%
Notes due 2054" of the Company, respectively.
SECTION 202 Amount.
The aggregate principal amount of Notes that may be authenticated and delivered under this
Supplemental Indenture is initially limited to $750,000,000 for the 2034 Notes and $750,000,000 for the 2054 Notes, in each case,
except for Notes authenticated and delivered upon registration of, transfer of, or exchange for, or in lieu of, other Notes pursuant
to Section 2.07, 2.08, 2.09 or 9.04 of the Indenture, or upon repayment in part of any 2034 Note or 2054 Note pursuant to
Article III of the Original Indenture. The Company may, from time to time, subject to compliance with any other applicable
provisions of this Supplemental Indenture but without the consent of the Holders of any series of Notes, create and issue pursuant
to this Supplemental Indenture an unlimited principal amount of additional Notes of such series (in excess of any amounts
theretofore issued) having the same terms and conditions to those of the other outstanding Notes of such series ("Additional
Notes"); provided that any such Additional Notes (i) may have a different issue date and issue price from other
outstanding Notes of such series and (ii) may have a different amount of interest payable on the first Interest Payment Date
after issuance than the amount payable on other outstanding Notes of such series; provided further, that any such any such
Additional Notes are not fungible with the applicable Notes issued on the Issue Date for U.S. federal income tax purposes, such
Additional Notes will be issued with a separate CUSIP number.
SECTION 203 Stated
Maturity. The Stated Maturity of the 2034 Notes shall be September 1, 2034. The Stated Maturity
of the 2054 Notes shall be September 1, 2054.
SECTION 204 Interest.
(a) The
2034 Notes shall bear cash interest at the rate of 5.450% per annum from August 20, 2024 or from
the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on March 1
and September 1 of each year, beginning on March 1, 2025, to the Persons in whose names such Notes are registered at the close
of business on the immediately preceding February 15 or August 15, as the case may be, whether or not a Business Day. Interest
on the Notes will be computed on the basis of a 360-day year of twelve 30-day months.
(b) The
2054 Notes shall bear cash interest at the rate of 5.950% per annum from August 20, 2024 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, payable semiannually in arrears on March 1 and September 1
of each year, beginning on March 1, 2025, to the Persons in whose names such Notes are registered at the close of business on the
immediately preceding February 15 or August 15, as the case may be, whether or not a Business Day. Interest on the Notes will
be computed on the basis of a 360-day year of twelve 30-day months.
9
SECTION 205 Payments.
(a) Payments
of principal, premium, if any, and interest on the Notes will be made to the Depositary, or its nominee,
as the case may be, as the registered owner and holder of the Global Notes representing the Notes. In the event that the Notes are issued
in the form of Certificated Notes, payments of principal, premium, if any, and interest thereon will be at the office or agency of the
Trustee in the City of New York designated for such purpose; provided that, with respect to
definitive Certificated Notes only, payment of interest, other than interest payable at Stated Maturity or upon redemption, may be made
at the option of the Company, by the Trustee to the address of the Person entitled as shown on the register for such Debt Securities.
(b) If
any date of Stated Maturity, Redemption Date or Interest Payment Date falls on a day that is not a
Business Day, the required payment shall be made on the next Business Day, and no interest shall accrue on the amount so payable for the
period between such payment date and the next Business Day.
(c) Payments
of principal, premium, if any, and interest on the Notes shall be made in cash or such other coin
or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debt.
SECTION 206 Redemption.
Each series of Notes shall be redeemable, in whole or in part, on one or more Redemption Dates at
the applicable Redemption Price. If the Redemption Date is not an Interest Payment Date, the amount of the scheduled interest payment
on the next succeeding Interest Payment Date will be reduced by the amount of interest accrued to the Redemption Date. In connection with
any redemption, notice of the redemption will be delivered at least 10 days but not more than 60 days prior to the applicable Redemption
Date to the Holders of the Notes of such series by first-class mail or delivered electronically if held by DTC, to the address of such
Holder appearing in the security register or otherwise in accordance with the procedures of DTC. Without limiting the other provisions
of Section 3.03 of the Original Indenture, any notice of redemption may, at the Company's discretion, be subject to the satisfaction
of one or more conditions precedent, and if such notice of redemption is conditioned upon the occurrence of one or more conditions precedent,
such notice shall state the nature of such conditions precedent. At the Company 's request, the Trustee shall give the notice of redemption
in the Company's name and at the Company's expense. In such event, the Company shall provide the Trustee with the information required
by this Section and the Original Indenture relating to such redemption.
SECTION 207 Forms;
Denominations. The Notes shall be Registered Securities. The Global Notes representing the Notes
shall be in substantially the forms attached hereto as Exhibits A- l(i), A- l(ii), A-2(i) or A-2(ii), as applicable.
The Notes are being offered and sold by
the Company pursuant to the Purchase Agreement.
(a) Global
Notes. (i) Notes offered and sold in reliance on Rule 144A as provided in the Purchase Agreement shall be issued initially
in the form of one or more U.S. Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the
subscribers for the Notes represented thereby with the Trustee, as custodian for the Depositary and registered in the name of DTC or
a nominee thereof, duly executed by the Company and authenticated by the Trustee as provided in the Indenture. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and
the Depositary as hereinafter provided.
10
Notes offered and sold in offshore transactions
in reliance on Regulation S as provided in the Purchase Agreement shall be issued initially in the form of one or more Regulation S Temporary
Global Notes in definitive fully registered form without interest coupons, deposited on behalf of the subscribers for the Notes represented
thereby with the Trustee, as custodian for the Depositary, for the accounts of Euroclear and Clearstream
and registered in the name of DTC or a nominee thereof, duly executed by the Company and authenticated by the Trustee as hereinafter provided.
The Distribution Compliance Period shall be terminated upon the receipt by the Trustee of a written certificate from the Depositary, if
available, together with copies of certificates from Euroclear and Clearstream, if available, certifying that they have received certification
of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except
to the extent of any beneficial owners thereof who acquired an interest therein during the Distribution Compliance Period pursuant to
another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a U.S.
Global Note bearing a Legend, all as contemplated by Section 209(a)(iii) hereof) .
Following the termination
of the Distribution Compliance Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the
Regulation S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount
of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by
adjustments made on the records of the Trustee and the Depositary as hereinafter provided.
Each Global Note shall
represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and the aggregate principal amount of outstanding Notes represented thereby
may from time to time be reduced to reflect exchanges or redemptions. Any adjustment of the aggregate principal amount of a Global Note
representing the Notes to reflect the amount of any decrease in the principal amount of outstanding Notes represented thereby shall be
made by the Trustee in accordance with instructions given by the Holder thereof as required by Section 209 hereof and shall be made
on the records of the Trustee and the Depositary.
(i) Book-Entry
Provisions. This Section 207(a)(ii) shall apply only to Global Notes.
11
The Company shall execute and the Trustee
shall, in accordance with this Section 207(a)(ii) and Section 2.02 of the Indenture, authenticate and deliver initially
one or more Global Notes that (a) shall be registered in the name of the Depositary, (b) shall be delivered by the Trustee to
the Depositary or pursuant to the Depositary's instructions and (c) shall bear legends substantially to the following effect:
"UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
"TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH R IN ARTICLE TWO OF THE TWENTY-SECOND SUPPLEMENTAL INDENTUE REFERRED
TO ON THE REVERSE HEREOF."
(b) Certificated
Notes. Except as otherwise set forth in this Supplemental Indenture, owners of beneficial interests
in Global Notes will not be entitled to receive physical delivery of Certificated Notes. Beneficial interests in a Global Note transferred
in accordance with Section 209(a)(ii) to an Institutional Accredited Investor who is not a Qualified Institutional Buyer and
beneficial interests in a Global Note transferred to the beneficial holders thereof pursuant to Section 209(e will be issued in certificated,
registered form without interest coupons.
(c) Restrictive
Legends. Prior to the Resale Restriction Termination Date, all Global Notes and all Certificated
Notes issued in exchange for a beneficial interest in a Global Note shall bear a legend (the "Transfer Restriction Legend")
in substantially the following form, unless such Notes have been sold pursuant to a registration statement
that has been declared effective under the Securities Act:
"THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
12
"THE HOLDER OF THIS SECURITY, BY ITS
ACCEPTANCE HEREOF ( 1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION
S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS, IN THE CASE OF U.S. GLOBAL NOTES: ONE YEAR AFTER THE LATEST OF THE ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), OR IN THE CASE OF REGULATION S GLOBAL NOTES: 40 DAYS AFTER THE LATEST
OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION
S, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE
THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE
JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
TO THE COMPANY'S AND THE TRUSTEE'S, OR REGISTRAR'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS
COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE. IN THE CASE OF REGULATIONS GLOBAL NOTES: BY ITS ACQUISITION HEREOF, THE
HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.
"IN THE CASE OF REGULATIONS TEMPORARY GLOBAL NOTES:
THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDUE THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE
NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW."
SECTION 208 Transfer
and Exchange.
(a) Notwithstanding
any provision to the contrary herein, so long as a Global Note remains Outstanding and is held by
or on behalf of the Depositary, transfers of such Global Note, in whole or in part, shall be made only in accordance with Section 209
and this Section 208.
(b) Transfers
of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees
of the Depositary or to a successor of the Depositary or such successor 's nominee.
(c) If
Notes are issued upon the transfer, exchange or replacement of Notes subject to restrictions on transfer
and bearing a Legend, or if a request is made to remove the Legend on a Note, the Notes so issued shall bear the Legend, or the Legend
shall not be removed, as the case may be, unless there is delivered to the Company and the Registrar such satisfactory evidence, which
shall include an opinion of counsel, as may be reasonably required by the Company and the Registrar, that neither the Legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Securities Act, that such Notes are not "restricted" within the meaning of Rule 144 under the
Securities Act or that any such exchange or replacement Notes have been issued in a registered transaction under the Securities Act. Upon
(i) provision of such satisfactory evidence, or (ii) notification by the Company to the Trustee and the Registrar of the sale
or exchange of such Notes pursuant to a registration statement that is effective at the time of such sale, the Trustee, at the written
direction of the Company, shall authenticate and deliver a Note that does not bear the Legend. If the Legend is removed from the face
of a Note and the Note is subsequently held by an Affiliate of the Company, the Legend shall be reinstated.
The Trustee and the Registrar
shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this
Supplemental Indenture or under applicable law with respect to any transfer of any interest in any Note (including transfers between or
among the Depositary's participants or beneficial owners of interest in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Supplemental
Indenture and to examine the same to determine substantial compliance as to form with the express requirements hereof.
13
SECTION 209 Global
Notes.
(a) Notwithstanding
any other provisions of this Supplemental Indenture or the Notes, (A) transfers of a Global Note, in whole or in part, shall be
made only in accordance with Section 2.07 of the Indenture and Sections 208 and 209(a)(i) below, (B) transfer of a beneficial
interest in a Global Note for a Certificated Note shall comply with Section 2.07 of the Indenture and Section 209(a)(ii) below,
(C) transfers of a beneficial interest in a Regulation S Global Note for a beneficial interest in a U.S. Global Note shall comply
with Section 2.07 of the Indenture and Section 209(a)(iii) below, and (D) transfers of a Certificated Note shall
comply with Section 2.07 of the Indenture and Sections 209(a)(iv) and (v) below.
(i) Transfer
of Global Note. A Global Note may not be transferred, in whole or in part, to any Person other than the
Depositary or a nominee thereof, and no such transfer to any such other Person may be registered; provided that this clause (i) shall
not prohibit any transfer of a Note that is issued in exchange for a Global Note but is not itself a Global Note. No transfer of a Note
to any Person shall be effective under the Indenture or the Notes unless and until such Note has been registered in the name of such Person.
Nothing in this Section 209(a)(i) shall prohibit or render ineffective any transfer of a beneficial interest in a Global Note
effected in accordance with the other provisions of this Section 209(a).
(ii) Restrictions
on Transfer of a Beneficial Interest in a Global Note for a Certificated Note. A
beneficial interest in a Global Note may not be exchanged for a Certificated Note except upon satisfaction of the requirements set
forth below. Upon receipt by the Trustee of a request for transfer of a beneficial interest in a Global Note in accordance with
Applicable Procedures for a Certificated Note in the form satisfactory to the Trustee, together with:
(a) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1 attached hereto, and, if requested by
the Company or the Registrar, certification in the form set forth in Exhibit B-2 attached hereto, that such beneficial interest in
the Global Note is being transferred to an Institutional Accredited Investor;
(b) written
instructions to the Trustee to make, or direct the Registrar to make, an adjustment on its books and records with respect to such Global
Note to reflect a decrease in the aggregate principal amount of the Notes represented by the Global
Note, such instructions to contain information regarding the Depositary account to be credited with such decrease; and
(c) if
the Company or Registrar so requests, an opinion of counsel or other evidence reasonably satisfactory
to them as to compliance with the restrictions set forth in the applicable Legend,
then the Trustee shall cause, or direct
the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary and the Registrar,
the aggregate principal amount of Notes represented by the Global Note to be decreased by the aggregate principal amount of the Certificated
Note to be issued, shall issue such Certificated Note and shall debit or cause to be debited to the account of the Person specified in
such instructions a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so issued.
(iii) Restrictions
on Transfer of Beneficial Interest in a Regulation S Global Note for a Beneficial Interest in a U.S. Global Note.
14
(a) On
or prior to the expiration of the Distribution Compliance Period, a beneficial interest in a Regulation S
Global Note may be transferred to a Person who takes delivery in the form of an interest in the corresponding U.S. Global Note only upon
receipt by the Trustee of a written certification from the transferor to the effect that such transfer is being made (i)(a) to a
Person whom the transferor reasonably believes is a Qualified Institutional Buyer in a transaction meeting the requirements of Rule 144A
or (b) pursuant to another exemption from the registration requirements under the Securities Act which is accompanied by an Opinion
of Counsel regarding the availability of such exemption and (ii) in accordance with all applicable securities laws of any state of
the United States or any other jurisdiction.
(b) Beneficial
interests in the U.S. Global Note may be transferred to a Person who takes delivery in the form of
an interest in the Regulation S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the
transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 904
of Regulation S or Rule 144 (if available).
(iv) Transfer
and Exchange of Certificated Notes. When Certificated Notes are presented to the Registrar with
a request:
(x) to register the transfer of such Certificated Notes; or
(y) to
exchange such Certificated Notes for an equal principal amount of Certificated Notes of other authorized
denominations, the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction
are met; provided, however, that the Certificated Notes surrendered for transfer or exchange:
(a) shall
be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory
to the Company and the Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing; and
(b) so
long as such Notes are Restricted Notes, such Notes are being transferred or exchanged pursuant to
clause (A), (B) or (C) below, and are accompanied by the following additional information and documents, as applicable:
(A) if such Certificated Notes are being delivered to the Registrar by a Holder for registration in the name
of such Holder, without transfer, a certification from such Holder to that effect; or
(B) if such Certificated Notes are being transferred to the Company, a certification to that effect; or
15
(C) if such Certificated Notes are being transferred pursuant to an exemption from registration, (i) a certification to that effect
(in the form set forth in Exhibit B- 1 and B-2, if applicable) and (ii) if the Company or Registrar so requests, an opinion
of counsel or other evidence reasonably satisfactory to them as to the compliance with the restrictions set forth in the Transfer Restriction
Legend.
(v) Restrictions
on Transfer of a Certificated Note for a Beneficial Interest in a Global Note. A
Certificated Note may not be exchanged for a beneficial interest in a Global Note except upon satisfaction of the requirements set
forth below.
Upon receipt by the Trustee of a Certificated
Note, duly endorsed or accompanied by appropriate instruments of transfer, in form satisfactory to the Trustee, together with:
(x) so
long as the Notes are Restricted Notes, certification, in the form set forth in Exhibit B-1, that such Certificated Note is being
transferred to a Qualified Institutional Buyer in accordance with Rule 144A; and
(y) written
instructions directing the Trustee to make, or to direct the Registrar to make, an adjustment on its books and records with respect to
such Global Note to reflect an increase in the aggregate principal amount of the Notes represented by the Global Note, such instructions
to contain information regarding the Depositary account to be credited with such increase,
then the Trustee shall cancel such Certificated
Note and cause, or direct the Registrar to cause, in accordance with the standing instructions and procedures existing between the Depositary
and the Registrar, the aggregate principal amount of Notes represented by the Global Note to be increased by the aggregate principal amount
of the Certificated Note to be exchanged, and shall credit or cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Global Note equal to the principal amount of the Certificated Note so cancelled. If no Global Notes are then
Outstanding, the Company shall issue and the Trustee shall authenticate, upon receipt of a Company Order, a new Global Note in the appropriate
principal amount.
(b) Subject
to the succeeding paragraph, every Note shall be subject to the restrictions on transfer provided
in the applicable Legend including the delivery of an opinion of counsel, if so provided. Whenever any Restricted Note is presented or
surrendered for registration of transfer or for exchange for a Note registered in a name other than that of the Holder, such Note
must be accompanied by a certificate in substantially the form set forth in Exhibit B-1, dated the date of such surrender and signed
by the Holder of such Note, as to compliance with such restrictions on transfer. The Registrar shall not be required to accept for such
registration of transfer or exchange any Note not so accompanied by a properly completed certificate.
(c) The
restrictions imposed by the Transfer Restriction Legend upon the transferability of any Restricted Note shall cease and terminate when
such Note has been sold or exchanged pursuant to an effective registration statement under the Securities Act or may be transferred in
compliance with Rule 144 under the Securities Act (or any successor provision thereto). Any Note as to which such restrictions on
transfer shall have expired in accordance with their terms or shall have terminated may, upon a surrender of such Note for exchange to
the Registrar in accordance with the provisions of this Section 209 (accompanied, in the event that such restrictions on transfer
have terminated by reason of a transfer in compliance with Rule 144 or any successor provision, by an opinion of counsel having
substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Company, addressed to the Company,
the Trustee and the Registrar and in form acceptable to the Company, to the effect that the transfer of such Note has been made in compliance
with Rule 144 or such successor provision), be exchanged for a new Note, of like tenor and aggregate principal amount, which shall
not bear the Transfer Restriction Legend. The Company shall inform the Trustee of the effective date of any registration statement registering
the Notes under the Securities Act. The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in
accordance with the aforementioned opinion of counsel.
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(d) As
used in the preceding two paragraphs of this Section 209, the term "transfer" encompasses
any sale, pledge, transfer, hypothecation or other disposition of any Note.
(e) The provisions of clauses (i), (ii), (iii),
(iv), and (v) below shall apply only to
Global Notes:
(i) Notwithstanding
any other provisions of the Indenture or the Notes, except as provided in Section 209(a)(ii), a Global Note shall not be exchanged
in whole or in part for a Note registered in the name of any Person other than the Depositary or one or more nominees thereof, provided
that a Global Note may be exchanged for Certificated Notes registered in the names of any Person designated by the Depositary in
the event that (A) the Depositary has notified the Company that it is unwilling or unable to continue as depositary for such Global
Note or the Depositary has ceased to be a "clearing agency" registered under the Exchange Act, and a successor Depositary is
not appointed by the Company within 90 days or (B) an Event of Default has occurred and is continuing with respect to the Notes.
Any Global Note exchanged pursuant to clause (A) above shall be so exchanged in whole and not in part, and any Global Note exchanged
pursuant to clause (B) above may be exchanged in whole or from time to time in part as directed by the Depositary. Prior to the
issuance of Certificated Notes in exchange for any beneficial interests in a Regulation S Global Note, the holder of such beneficial
interests shall, as a condition to such exchange, certify in a form satisfactory to the Company that such holder is a non-U.S. person
(as that term is defined in Regulation S under the Securities Act) or a U.S. person who purchased
such beneficial interest in a transaction that did not require registration under the Securities Act. In the event that Certificated
Notes are issued in respect of beneficial interests in a Regulation S Global Note at any time prior to the end of the Distribution Compliance
Period (other than in a transaction subject to Rule 144A), the Company shall as promptly as practicable, institute procedures, including
appropriate certifications, reasonably designed to ensure that any transfer of such Certificated Notes prior to the end of the Distribution
Compliance Period is made only in accordance with the provisions of Regulation S, pursuant to registration under the Securities
Act or pursuant to an exemption from such registration.
17
(ii) Notes
issued in exchange for a Global Note or any portion thereof shall be issued in definitive, fully registered form, without interest
coupons, shall have an aggregate principal amount equal to that of such Global Note or portion thereof to be so exchanged, shall be
registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear the applicable
Legend. Any Global Note to be exchanged in whole shall be surrendered by the Depositary to the Trustee, as Registrar. With regard to
any Global Note to be exchanged in part, either such Global Note shall be so surrendered for exchange or, if the Trustee is acting
as custodian for the Depositary or its nominee with respect to such Global Note, the principal amount thereof shall be reduced, by
an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee.
Upon any such surrender or adjustment, the Trustee shall authenticate and deliver the Note issuable on such exchange to or upon the
order of the Depositary or an authorized representative thereof.
(iii) Subject
to the provisions of clause (v) below, the registered Holder may grant proxies and otherwise
authorize any Person, including Agent Members (as defined below) and Persons that may hold interests through Agent Members, to take any
action which a Holder is entitled to take under the Indenture or the Notes.
(iv) In
the event of the occurrence of any of the events specified in clause (i) above, the Company will promptly make available to the Trustee
a reasonable supply of Certificated Notes.
(v) Neither
any members of, or participants in, the Depositary (collectively, the "Agent Members")
nor any other Persons on whose behalf Agent Members may act shall have any rights under the Indenture with respect to any Global Note
registered in the name of the Depositary or any nominee thereof, or under any such Global Note, and the Depositary or such nominee, as
the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder
of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee
or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by
the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose
behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a Holder
of any Note.
SECTION 210 Events
of Default. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 6.01
of the Original Indenture is hereby amended by deleting the clause immediately following subsection (i) in the first sentence of
such Section and inserting in its place the following:
then and in each and every
case that an Event of Default described in clause (a), (b), (c), (d), (e), (f), (g) (with respect
to Restricted Subsidiaries only), (h) (with respect to Restricted Subsidiaries only) or (i) with respect to Debt Securities
of that series at the time Outstanding occurs and is continuing, unless the principal of and interest on all the Debt Securities of that
series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount
of the Debt Securities of that series then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders), may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion
of the principal amount as may be specified in the terms of that series) and interest on all the Debt Securities of that series
to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything
in this Indenture or in the Debt Securities or Coupons appertaining thereto of that series contained to the contrary notwithstanding.
18
SECTION 211 Compensation and Reimbursement.
For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 7.06 of the Original Indenture is hereby amended
to be replaced with the following:
The Company covenants
and agrees to pay in Dollars to the Trustee such compensation as the Company and the Trustee shall from time to time agree in writing
for all services rendered by it hereunder (which shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust), and, except as otherwise expressly provided herein, the Company will pay or reimburse in Dollars the Trustee upon
its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions
of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel and of
all Persons not regularly in its employ) except any such expense, disbursement or advances as may arise from its negligence or wilful
misconduct. The Company also covenants to indemnify in Dollars each of the Trustee (which shall be deemed to include its officers, directors,
employees, and agents) or any predecessor Trustee for, and to hold it harmless against, any loss, damage, claim, liability or expense,
including the reasonable fees and expenses of counsel, and taxes (other than taxes based upon, measured by or determined by the income
of the Trustee) incurred without negligence or wilful misconduct on the part of the Trustee, arising out of or in connection with the
acceptance or administration of this trust or trusts hereunder, including the reasonable costs and expenses of defending itself against
any claim of liability in connection with the exercise or performance of any of its powers or duties hereunder. The obligations of the
Company under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall survive the resignation or removal of the Trustee and/or the
satisfaction and discharge of this Indenture. The Company and the Holders agree that such additional indebtedness shall be secured by
a Lien prior to that of the Debt Securities and Coupons, if any, upon all property and funds held or collected by the Trustee, as such,
except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities and Coupons.
SECTION 212 Right
of Trustee to Rely on an Officers' Certificate Where No Other Evidence Specifically Prescribed.
With respect to the Notes, Section 7.07 of the Original Indenture is hereby amended to be replaced with the following:
Except as otherwise provided
in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, be deemed to be conclusively proved and established by an Officers' Certificate
delivered to the Trustee, and such certificate shall be full warrant to the Trustee for any action taken, suffered or omitted by it under
the provisions of this Indenture.
19
SECTION 213 Separate
Trustee; Replacement of Trustee. With respect to the Notes, Section 7.08 of the Original Indenture is hereby amended to be replaced
with the following:
The Company may, but need not, appoint
a separate Trustee for any one or more series of Debt Securities. The Trustee may resign with respect to one or more or all series of
Debt Securities at any time by giving 30 days' notice to the Company. The Holders of a majority in principal amount of the Debt Securities
of a particular series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a successor
Trustee with 30 days' notice. The Company shall remove the Trustee with 30 days' notice if:
(1) the Trustee fails to comply with Section 7.10;
(2) the Trustee is adjudged bankrupt or insolvent;
(3) a receiver or other public officer takes charge of the Trustee or its
property; or
(4) the Trustee otherwise becomes incapable of acting.
If the Trustee resigns,
is removed by the Company or by the Holders of a majority in principal amount of the Debt Securities of a particular series and such Holders
do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in
such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee. No resignation or
removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 7.08.
A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the
retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall send a notice of its succession to Holders of Debt Securities of each applicable series. The retiring
Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.
If a successor Trustee
does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 25% in principal
amount of the Debt Securities of any applicable series may petition, at the expense of the Company, any court of competent jurisdiction
for the appointment of a successor Trustee for the Debt Securities of such series.
If the Trustee fails to comply with Section 7.10, any Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee for the Debt Securities of such series.
Notwithstanding the replacement of the
Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.06 shall continue for the benefit of the retiring
Trustee.
20
In the case of the appointment
hereunder of a separate or successor trustee with respect to the Debt Securities of one or more series, the Company, any retiring Trustee
and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall execute and deliver an indenture
supplemental hereto ( 1) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of any series as to which any such retiring Trustee
is not retiring shall continue to be vested in such retiring Trustee and (2) that shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the administration of the trustee hereunder by more than one trustee,
it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustees co-trustees of the same trust
and that each such separate, retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Trustee.
SECTION 214 With
respect to the Notes, Section 9.0l(f) of the Original Indenture is hereby deleted in its
entirety and replaced with "[Reserved]" in lieu thereof.
SECTION 215 With
respect to the Notes, the last paragraph of Section 9.01 of the Original Indenture is hereby
deleted in its entirety and replaced with the following:
After an amendment under
the Indenture becomes effective with respect to the Notes of a particular series, the Company is required to deliver to Holders of the
Notes of such series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing in the security
register or otherwise in accordance with the procedures of DTC, a notice briefly describing such amendment. However, the Company's failure
to give such notice to all Holders of the Notes of such series, or any defect in such notice, will not impair or affect the validity of
the amendment.
ARTICLE 3
REPORTS BY THE COMPANY
So long as any of the Debt Securities are
"restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any
period in which it is not subject to Sections 13 or 15(d) of the Exchange Act or it is not exempt from such reporting requirements
pursuant to and in compliance with Rule 12g3-2(b) under the Exchange Act, provide to each Holder of Notes and to each prospective
purchaser (as designated by such Holder) of Notes, upon the request of such Holder or prospective purchaser, any information required
to be provided by Rule 144A(d)(4) under the Securities Act.
21
ARTICLE 4
ADDITIONAL COVENANTS
SECTION 401 Purchase
of Notes Upon a Change of Control Repurchase Event.
(a) If a Change of Control Repurchase
Event occurs with respect to either series of Notes, each Holder of the Notes of such series will have the right to require that the
Company purchase all or any part (in denominations of $2,000 and integral multiples of $ 1,000 in excess thereof) of such Holder's Notes
of such series pursuant to a Change of Control offer (a "Change of Control Offer") on the terms set forth in this Supplemental
Indenture, except that the Company shall not be obligated to repurchase the Notes of such series pursuant
to this Section 401 in the event that the Company has exercised the right to redeem all of the Notes of such series as described
in Section 206. In the Change of Control Offer with respect to either series of Notes, the Company will offer to purchase all of
the Notes of such series at a purchase price (the "Change of Control Purchase Price") in cash in an amount equal to
101% of the principal amount of such series of Notes, plus accrued but unpaid interest, if any, to, but not including, the date of purchase
(the "Change of Control Purchase Date") (subject to the rights of Holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date if such Notes have not been repurchased prior to such record date).
(b) Within
30 days after any Change of Control Repurchase Event with respect to either series of Notes or, at
the Company's option, prior to such Change of Control but after the public announcement of such pending Change of Control, the Company
must notify the Trustee of such series of Notes and give written notice of the Change of Control Repurchase Event to the Trustee and each
Holder of Notes of such series, by first-class mail or delivered electronically if held by DTC, to the address of such Holder appearing
in the security register or otherwise in accordance with the procedures of DTC. The notice must state, among other things:
(1) that
a Change of Control Repurchase Event has occurred or may occur with respect to such series of Notes and the date of such event;
(2) the
purchase price and the purchase date which shall be fixed by the Company on a Business Day no earlier than 15 days nor later than 60 days
from the date the notice is mailed or delivered electronically, other than as may be required by law;
(3) that any Note not tendered will continue to accrue interest;
(4) that,
unless the Company defaults in the payment of the Change of Control Purchase Price, any Notes accepted
for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Purchase Date; and
(5) other
procedures that a Holder of Notes must follow to accept a Change of Control Offer or to withdraw acceptance of the Change of Control Offer.
In addition, the notice,
if sent prior to the date of the consummation of the Change of Control, will state that the Change of Control Offer is conditioned on
the Change of Control being consummated on or prior to the Change of Control Purchase Date.
(c) If
Holders of not less than 90% in aggregate principal amount of the outstanding Notes of an applicable series validly tender and do not
withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the
Company, as described in clause (d) below, purchases all of the Notes of such series validly tendered and not withdrawn by such
Holders, the Company will have the right, upon not less than 15 nor more than 60 days' prior notice, with such notice given not more
than 30 days following the Change of Control Purchase Date, to redeem all Notes of such series that remain Outstanding following such
purchase at a redemption price in cash equal to the Change of Control Purchase Price plus, to the extent not included in the Change of
Control Purchase Price, accrued and unpaid interest, if any, on the Notes of such series that remain Outstanding to, but not including,
the date of redemption (subject to the rights of Holders of record on relevant record dates to receive interest due on the relevant Interest
Payment Date).
22
(d) The
Company will comply with Rule 14e-l under the Exchange Act, and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change
of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this
Section 401, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached
its obligations under this Section 401 by virtue of its compliance with such securities laws and regulations. The Company will not
be required to make a Change of Control Offer upon a Change of Control Repurchase Event with respect to either series of Notes if a third
party makes the Change of Control Offer with respect to such series of Notes in the manner, at the times and otherwise in compliance with
the requirements described in this Supplemental Indenture applicable to a Change of Control Offer made by the Company and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.
(e) On
the Change of Control Purchase Date with respect to either series of Notes, the Company will, to the
extent permitted by law:
(1) accept
for payment all Notes of such series or portions thereof properly tendered pursuant to the Change of Control Offer;
(2) deposit
with the Depositary or the Trustee, as applicable, an amount equal to the aggregate Change of Control
Purchase Price in respect of all Notes of such series or portions thereof so tendered; and
(3) deliver,
or cause to be delivered, to the Trustee for cancellation of the Notes of such series so accepted together with an Officers' Certificate
to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Company.
SECTION 402 Limitation
on Liens. With respect to the Notes, Section 4.08 of the Original Indenture is hereby amended to be replaced with the following:
As long
as any Notes of any series remain Outstanding, the Company will not, and will not permit any Restricted Subsidiary to, create, incur
or assume any Lien (other than Permitted Liens) on Restricted Property to secure the payment of Indebtedness of the Company or any Restricted
Subsidiary if immediately after the creation, incurrence or assumption of such Lien, the aggregate outstanding principal amount
of all Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens (other than Permitted Liens) on Restricted
Property would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal amount of all
Indebtedness of the Company and its Restricted Subsidiaries (whether or not so secured), unless effective provision is made whereby the
Notes of such series (together with, if the Company shall so determine, any other Indebtedness ranking equally with the Notes of such
series, whether then existing or later created) are secured equally and ratably with (or prior to) such Indebtedness (but only for so
long as such Indebtedness is so secured).
23
SECTION 403 Limitation
on Indebtedness of Restricted Subsidiaries. For purposes of this Supplemental Indenture and the Notes issued hereunder, Section 4.09
of the Original Indenture is hereby amended to be replaced with the following:
As long as
any Notes of any series remain Outstanding, the Company will not permit any Restricted Subsidiary to incur or assume any Indebtedness
if immediately after the incurrence or assumption of such Indebtedness, the aggregate outstanding principal amount of all Indebtedness
of the Restricted Subsidiaries would exceed the greater of (i) $1,100,000,000 or (ii) 15% of the aggregate outstanding principal
amount of all Indebtedness of the Company and its Restricted Subsidiaries; provided that in any event, a Restricted Subsidiary
may incur Indebtedness to extend, renew or replace Indebtedness of such Restricted Subsidiary to the extent that the principal amount
of the Indebtedness so incurred does not exceed the principal amount of the Indebtedness extended, renewed or replaced thereby immediately
prior to such extension, renewal or replacement plus any premium, accrued and unpaid interest or capitalized interest payable
thereon.
ARTICLE 5
SECTION 501 Guarantee.
(a) The
Guarantor hereby fully and unconditionally guarantees the Notes of each series and the obligations
of the Company thereunder and under the Indenture, and guarantees to each Holder of a Note of such series authenticated and delivered
by the Trustee, and to the Trustee on behalf of such Holder, that (i) the principal of (and premium, if any) and interest on the
Notes of such series will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation,
the amount that would become due but for the operation of any automatic stay provision of any federal bankruptcy law), together with interest
on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company
to the Holders or the Trustee under the Indenture or the Notes of such series will be paid in full or performed, all in accordance with
the terms of the Indenture and the Notes of such series; and (ii) in case of any extension of time of payment or renewal of any Notes
of such series or of any such other obligations, the same will be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
(b) The
Guarantor hereby agrees that, upon the occurrence of an Event of Default in payment of principal
(or premium, if any) or interest on an applicable series of Notes, whether at Stated Maturity, by acceleration, purchase or otherwise,
legal proceedings may be instituted by the Trustee on behalf of, or by, a Holder of such Notes of such series, subject to the terms and
conditions set forth in the Indenture, directly against the Guarantor to enforce the Guarantee without first proceeding against the Company
or any other guarantor. The Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default with respect
to an applicable series of Notes, the Trustee or any of the Holders are prevented by applicable law from exercising their respective
rights to accelerate the maturity of the Notes of such series, to collect interest on the Notes of such series, or to enforce or exercise
any other right or remedy with respect to the Notes of such series, the Guarantor will pay to the Trustee for the account of the Holders,
upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised
by the Trustee or any of the Holders.
24
(c) With
respect to an applicable series of Notes, unless and until the Termination Date (as defined herein) has occurred,
or the Guarantor shall be released in accordance with Section 504 of this Supplemental Indenture, to the fullest extent permitted
by applicable law, the Guarantor shall remain obligated hereunder and the Guarantee shall remain in full force and effect and continue
to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent
or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the
Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if
at any time payment and performance of the Notes of such series are, pursuant to applicable law, rescinded or reduced in amount, or must
otherwise be restored or returned by any obligee on the Notes of such series, whether as a "voidable preference", "fraudulent
transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof,
is rescinded, reduced, restored or returned, the Notes of such series shall, to the fullest extent permitted by law, be reinstated and
deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.
(d) To
the fullest extent permitted by applicable law, the Guarantor waives diligence, presentment, protest
and notice of protest, demand for payment or performance, notice of default or nonpayment, notice of acceptance and any other notice
in respect of the Company's obligations under any series of Notes and under the Indenture, and any defense arising by reason of any disability
or other defense of the Company or the Guarantor with respect to such obligations (other than the defense that the Termination Date has
occurred or the Guarantor has been released in accordance with Section 504 of this Supplemental Indenture). The Guarantor understands
and agrees that the Guarantee contained in this Article 5 shall be construed as a continuing, absolute and unconditional guarantee
of payment and performance and not merely of collectability, and its Guarantee of a particular series of Notes and the obligations of
the Company under the Indenture hereunder shall not be affected by, and shall remain in full force and effect without regard to, and
hereby waives all rights, claims or defenses that it might otherwise have (now or in the future) with respect to each of the following
(whether or not the Guarantor has knowledge thereof): (i) the validity, regularity or enforceability of the Notes of such series
or the Indenture or the absence of any action to enforce the same, (ii) the recovery of any judgment against the Company or any
action to enforce the same, (iii) any renewal, extension or acceleration of, or any increase in the amount of the Company's obligations
under such series of Notes and under the Indenture (whether or not any increase is committed, contemplated or provided for by the Indenture
or the Notes of such series on the date hereof), (iii) any failure, omission or delay in enforcement (by agreement or otherwise),
or the stay or enjoining (by court order, operation of law or otherwise) of the exercise of enforcement, of any claim or demand or any
right, power or remedy (whether arising under the Indenture or the Notes of such series, at law, in equity or otherwise) with respect
to the Company's obligations under such series of Notes and under the Indenture or (iv) any other circumstance whatsoever (with
or without notice to or knowledge of the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge
of the Guarantor under the Guarantee contained in this Article 5, in bankruptcy or in any other instance (in each case, other
than the occurrence of the Termination Date or the release of the Guarantor in accordance with Section 504 of this Supplemental
Indenture).
25
(e) The
Guarantor further agrees that, as between the Guarantor, on the one hand, and the Holders and the Trustee,
on the other hand (i) subject to the terms and provisions of this Supplemental Indenture, the maturity of the obligations under an
applicable series of Notes guaranteed hereby may be accelerated as provided in Article VI of the Original Indenture for the purposes
of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (ii) in the event of any acceleration of such obligations as provided in Article VI of the Original Indenture,
such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of this Guarantee.
(f) Subject
to Section 504 of this Supplemental Indenture, the Guarantee of a series of Notes contained in
this Article 5 shall remain in full force and effect until all the obligations of the Company under such series of Notes and under
the Indenture shall have been satisfied by payment in full (such date, the "Termination Date") .
(g) The
Guarantee by the Guarantor of a series of Notes shall be independent of and shall not be affected
by the Guarantee by the Guarantor of any other series of Notes or other Debt Securities issued under the Indenture.
SECTION 502 Subrogation.
The Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts
paid by the Guarantor pursuant to its Guarantee; provided, however, that if an Event of Default has occurred and is continuing
with respect to a series of Notes, the Guarantor shall not be entitled to enforce or receive any payments arising out of, or based upon,
such right of subrogation until all amounts then due and payable by the Company under the Indenture or the applicable series of Notes
shall have been paid in full.
SECTION 503 Reinstatement.
Subject to Section 504 of this Supplemental Indenture, the Guarantee of a series of Notes contained
in this Article 5 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof,
of any of the Company's obligations with respect to such series of Notes or the Indenture is rescinded or must otherwise be restored or
returned by the Trustee or any Holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Guarantor, or
upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Guarantor or
any substantial part of its property, or otherwise, all as though such payments had not been made.
26
SECTION 504 Release
of Guarantee. (a) The Guarantor shall, upon the occurrence of any of the following events,
be automatically and unconditionally released and discharged from all obligations with respect to the Notes of an applicable series, the
Indenture and the Guarantee of such series of Notes without any action required on the part of the Trustee or any Holder:
(i) on the Termination Date;
(ii) upon
the termination or release of the Company's guarantee of the Guarantor's obligations under the Credit Agreement;
(iii) upon
any covenant defeasance or legal defeasance with respect to such series of Notes and the Indenture, or upon the discharge of the Company's
obligations with respect to such series of Notes and obligations under the Indenture in accordance with its terms;
(iv) upon
(A) the consolidation or merger by the Company with or into any Person or (B) the conveyance, transfer
or lease of all or substantially all the assets of the Company, in a transaction that complies with the Indenture, such that the Company
ceases to be a subsidiary of the Guarantor; or
(v) upon
(A) the consolidation or merger by the Guarantor with or into any Person or (B) the conveyance,
transfer or lease of all or substantially all the assets of the Guarantor, such that the Company ceases to be a subsidiary of the Guarantor.
The release of the Guarantor's
Guarantee of an applicable series of Notes hereunder shall be independent of and shall not be affected by the release of the Guarantor's
Guarantee of any other series of Notes or other Debt Securities issued under the Indenture.
SECTION 505 Execution
and Delivery. The Guarantor hereby agrees that the Guarantee of an applicable series of Notes
will remain in full force and effect notwithstanding any failure to endorse on each Note of such series a notation of such Guarantee.
ARTICLE 6
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations
in respect of, and shall not be responsible in any manner whatsoever for and in respect of, the validity or sufficiency of this Supplemental
Indenture or the Guarantees or the proper authorization or the due execution hereof by the Company or the Guarantor or for or in respect
of the recitals and statements contained herein, all of which recitals and statements are made solely by the Company.
27
The
Trustee (which shall be deemed to include the Paying Agent when the Trustee is also acting as a Paying Agent) shall have the right
to accept and act upon instructions, including funds transfer instructions ("Instructions") given
pursuant to this Indenture and delivered using Electronic Means (as defined above); provided, however, that the Company shall
provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions ("Authorized
Officers") and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by
the Company whenever a person is to be added or deleted from the listing. If the Company elects to give the Trustee
Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee's
understanding of such Instructions shall be deemed controlling. The Company understands and agrees that the Trustee cannot determine
the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport
to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such
Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the
Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality of
applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such
Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written
instruction. The Company agrees: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to
the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception
and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of
transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected
by the Company; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions
provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to
notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
For purposes of this Supplemental
Indenture and the Notes, Section 7.02 of the Original Indenture is hereby amended to include the following additional rights of the
Trustee:
(i) in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action;
(j) in
no event shall the Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, epidemics or pandemics, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural
catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking
industry to resume performance as soon as practicable under the circumstances;
(k) the
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual written notice thereof at the designated Corporate Trust Office of the Trustee, and such notice references
the Notes and this Indenture;
(1) the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without
limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder;
(m) the
Trustee may require that the Company deliver a certificate setting forth the names of individuals, and their titles and direct-dial telephone
numbers, of officers authorized at such time to take specified actions pursuant to this Indenture;
28
(n) the
Trustee shall not be liable for errors in judgment made in good faith unless it is proved that the Trustee was grossly negligent in ascertaining
the pertinent facts; and
(o) the
Trustee may act at the direction of requisite Holders without liability.
For purposes of this Supplemental Indenture and the Notes, Section 2.04
of the Original Indenture is hereby amended as follows:
(a) the
Company shall be permitted to execute the Notes by manual or electronic signature (so long as any such electronic signature is a true
representation of the actual signature of the signatory thereof) ; and
(b) the
Trustee shall be permitted to authenticate the Notes by manual or electronic signature (so long as
any such electronic signature is a true representation of the actual signature of the signatory thereof).
This Supplemental Indenture
shall be governed by, and construed in accordance with, the laws of the State of New York.
Each of the
Company, the Guarantor and the Trustee (i) expressly and irrevocably consents to submit itself to the exclusive personal jurisdiction
of the state courts in the Borough of Manhattan in the City of New York in the State of New York,
and any federal court located in the Borough of Manhattan in the City of New York in the State of New York, together with any appellate
court therefrom, with respect to all actions and proceedings arising out of this Indenture, the Notes or the Guarantees and (ii) expressly
and irrevocably waives (and agrees not to plead or claim) any objection to the laying of venue of any action or proceeding arising out
of this Indenture, the Notes or the Guarantees in such court or that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.
This Supplemental Indenture
may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument. Any such counterparts may be executed manually or electronically.
EACH OF THE COMPANY, THE
GUARANTOR, THE TRUSTEE AND THE HOLDERS BY ACCEPTANCE OF THE NOTES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE NOTES OR
THE TRANSACTION CONTEMPLATED HEREBY.
In order to comply with applicable tax laws
(inclusive of rules, regulations and interpretations promulgated by competent authorities) related to the Indenture in effect from time
to time (collectively, "Applicable Tax Law") that a foreign financial institution, issuer, trustee, paying agent or
other party is or has agreed to be subject to, the Company agrees (i) upon reasonable written request of the Trustee, to use commercially
reasonable efforts to provide to the Trustee, to the extent available, sufficient information about the parties and/or transactions (including
any modification to the terms of such transactions) so that the Trustee can determine whether it has tax-related obligations under Applicable
Tax Law and (ii) that the Trustee shall be entitled to make any withholding or deduction in respect of taxes from payments under
the Indenture to the extent necessary to comply with Applicable Tax Law for which the Trustee shall not have any liability. Nothing in
the immediately preceding sentence shall be construed as obligating the Company to make any "gross up" payment or similar reimbursement
in connection with a payment in respect of which amounts are so withheld or deducted. The terms of this paragraph shall survive the satisfaction
and discharge of the Indenture.
[SIGNATURE PAGES FOLLOW]
29
IN WITNESS WHEREOF, the Parties have executed
this Supplemental Indenture by their duly authorized signatories as of the date first above written.
COX COMMUNICATIONS, INC., as Issuer
By:
/s/ Perley McBride
Name:
Perley McBride
Title:
Executive Vice President and Chief Financial Officer
By:
/s/ Charles L. Odom
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature Page to Twenty-Second Supplemental
Indenture]
COX ENTERPRISES, INC., as Guarantor
By:
/s/ Maria L. Friedman
Name:
Maria L. Friedman
Title:
Executive Vice President, Finance
By:
/s/ Charles L. Odom
Name:
Charles L. Odom
Title:
Senior Vice President, Corporate Finance & Treasurer
[Signature Page to Twenty-Second Supplemental
Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Trustee
By:
/s/ Michael C. Jenkins
Name:
Michael C. Jenkins
Title:
Vice President
[Signature Page to Twenty-Second
Supplemental Indenture]
EXHIBIT A-l(i)
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION
LEGEND]
[THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS
SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION WITHIN
THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION IN
WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL
NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER
OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR
SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S, OR REGISTRAR'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY
TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY
IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER
AFTER THE RESALE RESTRICTION TERMINATION DATE.]
A-l(i)-1
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTY-SECOND SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
A-l(i)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CU9
$
COX COMMUNICATIONS, INC.
5.450% Notes due 2034
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ]
($ )
on September 1, 2034 (the "Maturity
Date"), unless previously redeemed, and to pay interest thereon from August 20, 2024 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 of each year (each,
an "Interest Payment Date"), commencing March 1, 2025 at the rate of 5.450% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be February 15 or August 15 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close
of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date)
for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series
not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the required
payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case may be,
to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall be made
immediately available to the Holder (as defined below) hereof.
This Note is one of the
duly authorized series of Debt Securities of the Company, designated as the Company's "5.450% Notes due 2034" (the "Notes"),
initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued under and pursuant to an Indenture dated
as of June 27, 1995 (the "Original Indenture"), as supplemented by the Twenty-Second Supplemental Indenture dated as of
August 20, 2024 (the "Twenty-Second Supplemental Indenture" and, together with the Original Indenture, the "Indenture"),
duly executed and delivered by the Company and Cox Enterprises, Inc., a Delaware corporation, as guarantor (the "Guarantor"),
to The Bank of New York Mellon Trust Company, N.A, as trustee (hereinafter referred to as the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Trustee, the Company, the Guarantor and the Holders (the words "Holders" or "Holder"
meaning the registered holders or registered holder of the Notes).
A-l(i)-3
The Notes and the
obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior unsecured basis
by the Guarantor (the "Guarantee"). The Guarantee will be automatically and unconditionally released and discharged upon the
occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of the
Twenty-Second Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to
time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, less (b) interest accrued to the Redemption
Date, and (ii) 100% of the principal amount of this Note to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole
or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being
redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
"Par Call Date" means
June 1, 2034.
"Treasury
Rate" means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following paragraphs.
The
Treasury Rate shall be determined by the Company after 4: 15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H. 15" (or
any successor designation or publication) (H. 15) under the caption "U.S. government securities- Treasury constant maturities-Nominal"
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (i) the yield for
the Treasury constant maturity on H. 15 exactly equal to the period from the Redemption Date to the Par Call Date (the Remaining Life);
or (ii) if there is no such Treasury constant maturity on H. 15 exactly equal to the Remaining Life, the two yields - one yield corresponding
to the Treasury constant maturity on H. 15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.
15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant
maturity on H. 15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H. 15 closest
to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H. 15 shall be deemed
to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption
Date.
A-1(i)-4
If on the third business day preceding the Redemption
Date H. 15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based
on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second
business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest
to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two
or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities
maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the
Company shall select from among these two or more United States Treasury securities the United States Treasury security that is
trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m.,
New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to
maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The
Company 's actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest
error.
Notice
of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary's procedures)
at least 10 days but not more than 60 days before the Redemption Date to each holder of notes to be redeemed.
In
the case of a partial redemption, selection of this Note for redemption will be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption that relates to this Note will state the portion of the principal amount of this
Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the holder
of this Note upon surrender for cancellation of this Note. For so long as this Note is held by DTC (or another depositary), the redemption
of this Note shall be done in accordance with the policies and procedures of the depositary.
Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on this Note
or portions thereof called for redemption.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Any
notice of redemption may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, and if
such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature
of such conditions precedent.
A-1(i)-5
Except
as provided above, this Note is not redeemable by the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in cash
in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the date
of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder, in accordance
with Section 401(b) of the Twenty-Second Supplemental Indenture, with a copy to the Trustee, which notice shall govern the terms
of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Twenty-Second Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the
provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect
any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does
not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If
money for the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back
to the Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to
the money must look only to the Company and not to the Trustee for payment.
A-1(i)-6
No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the
Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim based
on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such
liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"), the Company
has caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to
Holders. No representation is made as to the correctness of such numbers and reliance may be placed only on the other identification
numbers printed on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual or electronic
signature of one of its authorized officers, or on behalf of the Trustee by the manual or electronic signature of an authorized officer
of the Trustee's authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
[Remainder of Page Intentionally
Left Blank]
A-1(i)-7
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
Date: August 20, 2024
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature Page to
Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-l(ii)
[FORM OF
FACE OF SECURITY]
[TRANSFER
RESTRICTION LEGEND]
[THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES
LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED
OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS ONE YEAR AFTER THE LATEST OF THE ISSUE
DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE LAST DATE
ON WHICH THE COMPANY OR ANY OF ITS AFFILIATES WERE THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY
(A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH
NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS
APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR
OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE
FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR.
THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]
A-1(ii)-1
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR
TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTY-SECOND SUPPLEMENTAL INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]
A-1(ii)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. 224044 CV 7
$
COX COMMUNICATIONS, INC.
5.950% Notes due 2054
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ]
($ )
on September 1, 2054 (the "Maturity
Date"), unless previously redeemed, and to pay interest thereon from August 20, 2024 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, payable semiannually on March 1 and September 1 of each year (each,
an "Interest Payment Date"), commencing March 1, 2025 at the rate of 5.950% per annum, until the principal hereof is paid
or duly made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Note (or one or more predecessor securities) is registered at the close of business on the regular record date for
such interest, which shall be February 15 or August 15 (whether or not a Business Day), as the case may be, immediately preceding
such Interest Payment Date. Any such interest which is payable, but is not punctually paid or duly provided for, on any Interest Payment
Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular record date by virtue of having been
such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close
of business on a subsequent special record date (which shall be not more than 15 days and not less than 10 days before the payment date)
for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of Notes of this series
not less than 10 days prior to such special record date, or may be paid at any time in any other lawful manner, all as more fully provided
in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day that is not a Business Day, the required
payment shall be made on the next Business Day as if it were made on the date such payment was due and no interest shall accrue on the
amount so payable for the period from and after such Interest Payment Date, Redemption Date or the Maturity Date, as the case may be,
to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall be made in such coin or currency of the
United States of America as at the time of payment shall be legal tender for the payment of public and private debts and shall be made
immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company's "5.950% Notes due
2054" (the "Notes"), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the "Original Indenture"), as supplemented by the
Twenty-Second Supplemental Indenture dated as of August 20, 2024 (the "Twenty-Second Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), duly executed and delivered by the Company and Cox
Enterprises, Inc., a Delaware corporation, as guarantor (the "Guarantor"), to The Bank of New York Mellon Trust
Company, N.A, as trustee (hereinafter referred to as the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Guarantor and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered holder of the Notes).
A-1(ii)-3
The Notes and the
obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior unsecured basis
by the Guarantor (the "Guarantee"). The Guarantee will be automatically and unconditionally released and discharged upon the
occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of the
Twenty-Second Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to
time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, less (b) interest accrued to the Redemption
Date, and (ii) 100% of the principal amount of this Note to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole
or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being
redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
"Par Call Date" means
March 1, 2054. ♦
"Treasury
Rate" means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following paragraphs.
The
Treasury Rate shall be determined by the Company after 4: 15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H. 15" (or
any successor designation or publication) (H. 15) under the caption "U.S. government securities- Treasury constant maturities-Nominal"
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (i) the yield for
the Treasury constant maturity on H. 15 exactly equal to the period from the Redemption Date to the Par Call Date (the Remaining Life);
or (ii) if there is no such Treasury constant maturity on H. 15 exactly equal to the Remaining Life, the two yields - one yield corresponding
to the Treasury constant maturity on H. 15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.
15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant
maturity on H. 15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H. 15 closest
to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H. 15 shall be deemed
to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption
Date.
A-1(ii)-4
If on the third business day preceding the Redemption
Date H. 15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based
on the rate per annum equal to the semi-annual equivalent yield to maturity at 1 1:00 a.m., New York City time, on the second
business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest
to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two
or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities
maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the
Company shall select from among these two or more United States Treasury securities the United States Treasury security that is
trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m.,
New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to
maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 1 1:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The
Company 's actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest
error.
Notice
of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary's procedures)
at least 10 days but not more than 60 days before the Redemption Date to each holder of notes to be redeemed.
In
the case of a partial redemption, selection of this Note for redemption will be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption that relates to this Note will state the portion of the principal amount of this
Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the holder
of this Note upon surrender for cancellation of this Note. For so long as this Note is held by DTC (or another depositary), the redemption
of this Note shall be done in accordance with the policies and procedures of the depositary.
Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on this Note
or portions thereof called for redemption.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Any
notice of redemption may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, and if
such notice of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature
of such conditions precedent.
A-1(ii)-5
Except as provided above, this Note is not redeemable by
the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in cash
in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the date
of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder, in accordance
with Section 401(b) of the Twenty-Second Supplemental Indenture, with a copy to the Trustee, which notice shall govern the terms
of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Twenty-Second Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the
provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect
any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does
not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If money for
the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.
A-1(ii)-6
No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the
Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim based
on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such
liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual or electronic
signature of one of its authorized officers, or on behalf of the Trustee by the manual or electronic signature of an authorized officer
of the Trustee's authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
[Remainder of Page Intentionally
Left Blank]
A-1(ii)-7
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
Date: August 20, 2024
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(i)
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION
LEGEND]
[THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN
AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO
SUCH PURCHASER IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE") THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE
HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH
THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF
REGULATIONS) IN RELIANCE ON REGULATIONS, ONLY (A) TO THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG
AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATIONS UNDER THE SECURITIES
ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S, OR REGISTRAR'S, AS
APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A
CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR
TO THE TRUSTEE OR REGISTRAR. THIS LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
A-2(i)-1
THIS GLOBAL NOTE
IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTY-SECOND SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
A-2(i)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 BF8
$
COX COMMUNICATIONS, INC.
5.450% Notes due 2034
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ]
($ )
on September 1, 2034 (the "Maturity Date"), unless previously redeemed, and to pay interest thereon from August 20,
2024 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"), commencing March 1, 2025 at the rate of 5.450% per
annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on the regular record date for such interest, which shall be February 15 or August 15 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular
record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities)
is registered at the close of business on a subsequent special record date (which shall be not more than 15 days and not less than 10
days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
the Holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful
manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day
that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was
due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall
be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public
and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company's "5.450% Notes due
2034" (the "Notes"), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1 995 (the "Original Indenture"), as supplemented by the
Twenty-Second Supplemental Indenture dated as of August 20, 2024 (the "Twenty-Second Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), duly executed and delivered by the Company and Cox
Enterprises, Inc., a Delaware corporation, as guarantor (the "Guarantor"), to The Bank of New York Mellon Trust
Company, N.A, as trustee (hereinafter referred to as the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Guarantor and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered holder of the Notes).
A-2(i)-3
The Notes and the
obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior unsecured basis
by the Guarantor (the "Guarantee"). The Guarantee will be automatically and unconditionally released and discharged upon the
occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of the
Twenty-Second Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to
time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of (i) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 25 basis points, less (b) interest accrued to the Redemption
Date, and (ii) 100% of the principal amount of this Note to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole
or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being
redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
"Par Call Date" means
June 1, 2034.
"Treasury
Rate" means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following paragraphs.
The
Treasury Rate shall be determined by the Company after 4: 15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H. 15" (or
any successor designation or publication) (H. 15) under the caption "U.S. government securities- Treasury constant maturities-Nominal"
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (i) the yield for
the Treasury constant maturity on H. 15 exactly equal to the period from the Redemption Date to the Par Call Date (the Remaining Life);
or (ii) if there is no such Treasury constant maturity on H. 15 exactly equal to the Remaining Life, the two yields - one yield corresponding
to the Treasury constant maturity on H. 15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.
15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant
maturity on H. 15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H. 15 closest
to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H. 15 shall be deemed
to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption
Date.
A-2(i)-4
If on the third business day preceding the Redemption
Date H. 15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based
on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second
business day preceding such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest
to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two
or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date
preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company shall select the United States
Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities
maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the
Company shall select from among these two or more United States Treasury securities the United States Treasury security that is
trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m.,
New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to
maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as
a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three
decimal places.
The
Company 's actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest
error.
Notice
of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary's procedures)
at least 10 days but not more than 60 days before the Redemption Date to each holder of notes to be redeemed.
In
the case of a partial redemption, selection of this Note for redemption will be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption that relates to this Note will state the portion of the principal amount of this
Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the holder
of this Note upon surrender for cancellation of this Note. For so long as this Note is held by DTC (or another depositary), the redemption
of this Note shall be done in accordance with the policies and procedures of the depositary.
Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on this Note
or portions thereof called for redemption.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Any notice of
redemption may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, and if such notice
of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such
conditions precedent.
A-2(i)-5
Except as provided above, this Note is not redeemable by
the Company prior to maturity.
This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in cash
in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the date
of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder, in accordance
with Section 401(b) of the Twenty-Second Supplemental Indenture, with a copy to the Trustee, which notice shall govern the terms
of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Twenty-Second Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the
provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect
any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does
not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If money for
the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.
A-2(i)-6
No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the
Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim based
on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such
liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual or electronic
signature of one of its authorized officers, or on behalf of the Trustee by the manual or electronic signature of an authorized officer
of the Trustee's authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
[Remainder of Page Intentionally
Left Blank]
A-2(i)-7
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
Date: August 20, 2024
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT A-2(ii)
[FORM OF FACE OF SECURITY]
[TRANSFER RESTRICTION
LEGEND]
[THIS SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER
THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS A NON-U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION
WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO SUCH PURCHASER IN THE JURISDICTION
IN WHICH SUCH PURCHASE IS MADE AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE
RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATEST OF THE ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF ANY ADDITIONAL
NOTES (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY)
WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATIONS, ONLY (A) TO
THE COMPANY, THE GUARANTOR OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A,
TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
OF REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS
MADE, (D) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S, OR REGISTRAR’S,
AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER
IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE OR REGISTRAR. THIS
LEGEND WILL BE REMOVED UPON THE WRITTEN REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATIONS UNDER THE SECURITIES ACT.
A-2(ii)-1
THIS GLOBAL NOTE
IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATIONS UNDER THE SECURITIES ACT. NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST
HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.]
[GLOBAL NOTES LEGEND]
[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON 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.
TRANSFERS
OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS, IN WHOLE BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE TWENTY-SECOND SUPPLEMENTAL INDENTURE REFERRED TO ON THE REVERSE
HEREOF.]
A-2(ii)-2
No. R-
PRINCIPAL AMOUNT
CUSIP No. U22018 BG6
$
COX COMMUNICATIONS, INC.
5.950% Notes due 2054
COX
COMMUNICATIONS, INC., a Delaware corporation (hereinafter called the "Company," which term includes any successor corporation
under the Indenture referred to below), for value received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of [ ]
($ )
on September 1, 2054 (the "Maturity Date"), unless previously redeemed, and to pay interest thereon from August 20,
2024 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"), commencing March 1, 2025 at the rate of 5.950% per
annum, until the principal hereof is paid or duly made available for payment. Interest shall be computed on the basis of a 360-day year
of twelve 30-day months. The interest so payable and punctually paid or duly provided for on any Interest Payment Date will, as provided
in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor securities) is registered at the close of
business on the regular record date for such interest, which shall be February 15 or August 15 (whether or not a Business Day),
as the case may be, immediately preceding such Interest Payment Date. Any such interest which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered Holder hereof on the relevant regular
record date by virtue of having been such Holder, and may be paid to the Person in whose name this Note (or one or more predecessor securities)
is registered at the close of business on a subsequent special record date (which shall be not more than 15 days and not less than 10
days before the payment date) for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
the Holders of Notes of this series not less than 10 days prior to such special record date, or may be paid at any time in any other lawful
manner, all as more fully provided in such Indenture. If any Interest Payment Date, Redemption Date or the Maturity Date falls on a day
that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date such payment was
due and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date, Redemption Date or
the Maturity Date, as the case may be, to such next Business Day. Payments of principal, premium, if any, and interest hereunder shall
be made in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public
and private debts and shall be made immediately available to the Holder (as defined below) hereof.
This
Note is one of the duly authorized series of Debt Securities of the Company, designated as the Company's "5.950% Notes due
2054" (the "Notes"), initially limited to an aggregate principal amount of $750,000,000, all issued or to be issued
under and pursuant to an Indenture dated as of June 27, 1995 (the "Original Indenture"), as supplemented by the
Twenty-Second Supplemental Indenture dated as of August 20, 2024 (the "Twenty-Second Supplemental Indenture" and,
together with the Original Indenture, the "Indenture"), duly executed and delivered by the Company and Cox
Enterprises, Inc., a Delaware corporation, as guarantor (the "Guarantor"), to The Bank of New York Mellon Trust
Company, N.A, as trustee (hereinafter referred to as the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Trustee, the Company, the Guarantor and the Holders (the words "Holders" or "Holder" meaning
the registered holders or registered holder of the Notes).
A-2(ii)-3
The Notes and the
obligations of the Company thereunder and under the Indenture shall be fully and unconditionally guaranteed on a senior unsecured basis
by the Guarantor (the "Guarantee"). The Guarantee will be automatically and unconditionally released and discharged upon the
occurrence of certain events without any action required on the part of the Trustee or any Holder in accordance with the terms of the
Twenty-Second Supplemental Indenture.
Prior
to the Par Call Date, this Note will be redeemable at the option of the Company, in whole or in part, at any time and from time to
time, at a Redemption Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater
of (i)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
Redemption Date (assuming this Note matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 30 basis points, less (b) interest accrued to the Redemption
Date, and (ii) 100% of the principal amount of this Note to be redeemed, plus, in either case, accrued and unpaid interest
thereon to the Redemption Date. On or after the Par Call Date, this Note will be redeemable at the option of the Company, in whole
or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal amount of this Note being
redeemed, plus accrued and unpaid interest thereon to the Redemption Date.
"Par Call Date" means
March 1, 2054.
"Treasury
Rate" means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following paragraphs.
The
Treasury Rate shall be determined by the Company after 4: 15 p.m., New York City time (or after such time as yields on U.S. government
securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the Redemption
Date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release
published by the Board of Governors of the Federal Reserve System designated as "Selected Interest Rates (Daily) - H. 15" (or
any successor designation or publication) (H. 15) under the caption "U.S. government securities- Treasury constant maturities-Nominal"
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (i) the yield for
the Treasury constant maturity on H. 15 exactly equal to the period from the Redemption Date to the Par Call Date (the Remaining Life);
or (ii) if there is no such Treasury constant maturity on H. 15 exactly equal to the Remaining Life, the two yields - one yield corresponding
to the Treasury constant maturity on H. 15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.
15 immediately longer than the Remaining Life - and shall interpolate to the Par Call Date on a straight-line basis (using the actual
number of days) using such yields and rounding the result to three decimal places; or (iii) if there is no such Treasury constant
maturity on H. 15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H. 15 closest
to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H. 15 shall be deemed
to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the Redemption
Date.
A-2(ii)-4
If on the third business
day preceding the Redemption Date H. 15 or any successor designation or publication is no longer published, the Company shall
calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New
York City time, on the second business day preceding such Redemption Date of the United States Treasury security maturing on, or
with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the
Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call
Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Company
shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United
States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of
the preceding sentence, the Company shall select from among these two or more United States Treasury securities the United States
Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury
securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the
semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security,
and rounded to three decimal places.
The
Company 's actions and determinations in determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest
error.
Notice
of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary's procedures)
at least 10 days but not more than 60 days before the Redemption Date to each holder of notes to be redeemed.
In
the case of a partial redemption, selection of this Note for redemption will be made pro rata, by lot or by such other method as the Trustee
in its sole discretion deems appropriate and fair. No Note of a principal amount of $2,000 or less will be redeemed in part. If any Note
is to be redeemed in part only, the notice of redemption that relates to this Note will state the portion of the principal amount of this
Note to be redeemed. A new note in a principal amount equal to the unredeemed portion of this Note will be issued in the name of the holder
of this Note upon surrender for cancellation of this Note. For so long as this Note is held by DTC (or another depositary), the redemption
of this Note shall be done in accordance with the policies and procedures of the depositary.
Unless
the Company defaults in payment of the Redemption Price, on and after the Redemption Date, interest will cease to accrue on this Note
or portions thereof called for redemption.
If
money sufficient to pay the Redemption Price and accrued and unpaid interest on the principal amount of this Note to be redeemed on the
Redemption Date is deposited with the Trustee or Paying Agent on or before the Redemption Date and certain other conditions specified
in the Indenture are satisfied, then on or after such date, interest will cease to accrue on the principal amount of this Note called
for redemption.
Any notice of
redemption may, at the Company's discretion, be subject to the satisfaction of one or more conditions precedent, and if such notice
of redemption is conditioned upon the occurrence of one or more conditions precedent, such notice shall state the nature of such
conditions precedent.
A-2(ii)-5
Except as provided above, this Note is not redeemable by
the Company prior t0 maturity.
This Note is not subject to any sinking fund.
Upon
the occurrence of a Change of Control Repurchase Event, unless the Company has redeemed this Note or the Company has defeased this Security
or satisfied and discharged this Note, the Holder of this Note shall have the right to require that the Company purchase all or a portion
(such principal amount to be equal to $2,000 or integral multiples of $1,000 in excess thereof), of this Note at a purchase price in cash
in an amount equal to 101% of the principal amount thereof, plus accrued but unpaid interest, if any, to, but not including, the date
of purchase. Within 30 days following any Change of Control Repurchase Event, the Company shall deliver a notice to each Holder, in accordance
with Section 401(b) of the Twenty-Second Supplemental Indenture, with a copy to the Trustee, which notice shall govern the terms
of the Change of Control Offer. Notice of any redemption pursuant to the Change of Control Offer will be mailed or delivered electronically
at least 15 days but not more than 60 days before the Redemption Date to the Holder hereof in accordance with the Twenty-Second Supplemental
Indenture.
In
case an Event of Default shall occur and be continuing, the principal hereof may be declared, and upon such declaration shall become,
due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.
Subject
to certain exceptions set forth in the Indenture, (i) the Indenture may be amended with respect to the Notes with the consent of
the Holders of at least a majority in principal amount outstanding of the Notes and (ii) any default or noncompliance with any provisions
applicable to the Notes may be waived with the consent of the Holders of a majority in principal amount outstanding of the Notes. Subject
to certain exceptions set forth in the Indenture, without the consent of any Holder, the Company and the Trustee may amend the Indenture
or the Notes to, among other things, cure any ambiguity, defect or inconsistency, or to provide for the assumption by a successor person
of the obligations of the Company under the Indenture, or to add additional covenants or surrender any right or power conferred on the
Company, or to establish the form or terms of the Notes of any series, or to appoint a successor Trustee or provide for administration
of the trust by more than one Trustee, or to add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms or purposes of issue, authentication and delivery of the Notes or to add any additional event of default, or to modify the
provisions of the Indenture as shall be necessary to facilitate the defeasance and discharge of the Notes as shall not adversely affect
any Holders, or to secure the Notes, or to make provisions with respect to exchange rights of Holders, or to make any change that does
not adversely affect the rights of any Holder.
Subject
to certain conditions, the Company at any time may terminate some or all of its obligations and the obligations of the Guarantor under
the Notes and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any, and interest on the Notes to the Maturity Date.
If money for
the payment of principal or interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another Person. After any such payment, Holders entitled to the
money must look only to the Company and not to the Trustee for payment.
A-2(ii)-6
No reference herein
to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest on this Note at the place, at the respective times, at the
rate, and in the coin or currency herein prescribed.
No
director, officer, employee or stockholder, as such, of the Company or the Guarantor shall have any liability for any obligations of the
Company under this Note or the Indenture or the obligations of the Guarantor under the Indenture, as applicable, or for any claim based
on, in respect of or by reason of such obligations or their creation. Each Holder, by accepting this Note, waives and releases all such
liability. The waiver and release are part of the consideration for the issue of this Note.
This
Note and the Indenture shall be governed by and construed in accordance with the law of the State of New York applicable to agreements
made or instruments entered into and, in each case, performed in said state.
Ownership
of this Note shall be proved by the register for the Notes kept by the Registrar. The Company, the Trustee and any agent of the Company
may treat the Person in whose name a Note is registered as the absolute owner thereof for all purposes.
Pursuant
to a recommendation promulgated by the Committee on Uniform Securities Identification Procedures ("CUSIP"), the Company has
caused a CUSIP number to be printed on this Note and has directed the Trustee to use the CUSIP number as a convenience to Holders. No
representation is made as to the correctness of such numbers and reliance may be placed only on the other identification numbers printed
on this Note.
Terms
used herein without definition that are defined in the Indenture shall have the meanings assigned to them in the Indenture.
Unless
the Certificate of Authentication hereon has been executed by the Trustee under the Indenture referred to herein by the manual or electronic
signature of one of its authorized officers, or on behalf of the Trustee by the manual or electronic signature of an authorized officer
of the Trustee's authenticating agent, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
[Remainder of Page Intentionally
Left Blank]
A-2(ii)-7
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
Date: August 20, 2024
COX COMMUNICATIONS, INC.
By:
Name: Perley McBride
Title: Executive Vice President
and Chief Financial Officer
By:
Name: Charles L. Odom
Title: Vice President and Treasurer
[Signature Page to Global Note]
CERTIFICATE OF AUTHENTICATION
This is one of the Notes designated therein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
as Trustee
By:
Authorized Signatory
Dated:
[Signature Page to Global Note]
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby sell(s) assign(s) and transfer(s) unto
Please insert social security number or other identifying number of assignee:
Please print or type name and address (including zip code) of assignee:
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to transfer said Note of Cox Communications, Inc. on the books of Cox Communications, Inc. with full power of substitution in
the premises.
Dated:
NOTICE:
The signature to this assignment must correspond with the name as written upon the face of this Note in every particular without alteration
or enlargement or any change whatsoever. The Signature must be guaranteed by an “eligible guarantor institution meeting the requirements
of the Registrar, which requirements include memberships or participation in the Security Transfer Agent Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934.
EXHIBIT B-1
Transfer Certificate
In
connection with a transfer of any of the principal amount of the $__________principal amount of the _____% Notes due 20___
(the ''Notes") of Cox Communications, Inc. (the "Company") within the period prior to the expiration of the holding
period applicable to the sales thereof under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")
(or any successor provision), the undersigned registered owner of this Note hereby certifies with respect to $ principal amount
of the above-captioned securities presented or surrendered on the date hereof (the "Surrendered Notes") for registration of
transfer, or for exchange where the securities deliverable upon such exchange are to be registered in a name other than that of the undersigned
registered owner (each such transaction being a "transfer"), that such transfer complies with the restrictive legend set forth
on the face of the Surrendered Notes for the reason checked below:
¨ The transfer of the Surrendered Notes is made to the Company, Cox Enterprises, Inc. or any Subsidiary thereof;
¨ The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act;
¨ The transfer of the
Surrendered Notes is pursuant to a registration statement which has been declared effective under the Securities
Act;
¨ The transfer of the Surrendered Notes is pursuant to an offer and sale to a non-U.S. person that occurs outside the United States
within the meaning of Regulation S under the Securities Act and in accordance with the laws applicable to it in the jurisdiction in which
such purchase is made;
¨ The transfer of the Surrendered Notes is pursuant to another available exemption from the registration requirements of the Securities
Act.
and unless the box below is checked, the
undersigned confirms that, to the undersigned's knowledge, such Notes are not being transferred to an "affiliate" of the Company
as defined in Rule 144 under the Securities Act (an "Affiliate").
¨ The transferee is an Affiliate of the Company.
DATE:
Signature(s)
(If the
registered owner is a corporation, partnership
or fiduciary, the title of the Person signing on behalf
of such registered owner must
be stated.)
B-1-1
EXHIBIT B-2
Form of Letter to be Delivered by Accredited
Investors
Cox Communications, Inc.
6205-B Peachtree Dunwoody Road,
NE
Atlanta, Georgia 30328
Attention: Treasurer
The Bank of
New York Mellon Trust Company, N.A., as Registrar
500 Ross Street, 12th Floor
Pittsburgh,
PA 15262
Attention: Corporate Trust Office
Dear Sirs: ♦
We are
delivering this letter in connection with the proposed transfer of $__________ principal amount of the _% Notes
due 20_ (the "Notes") of Cox Communications, Inc. (the "Company").
We
hereby confirm that:
(i) we are an
"accredited investor" within the meaning of Rule 50l (a)( l ), (2), (3) or (7) of Regulation D under the
Securities Act of 1933, as amended (the "Securities Act"), or an entity in which all of the equity owners are accredited
investors within the meaning of Rule 50 l (a)( l), (2), (3) or (7) of Regulation D under the Securities Act (an
"Institutional Accredited Investor");
(ii) (A) the
purchase of Notes by us is for our own account or for the account of one or more other Institutional Accredited Investors or as fiduciary
for the account of one or more trusts, each of which is an "accredited investor" within the meaning of Rule 50l (a)(7) under
the Securities Act and for each of which we exercise sole investment discretion or (B) we are a "bank," within the meaning
of Section 3(a)(2) of the Securities Act, or a "savings and loan association" or other institution described in Section 3(a)(5)(A) of
the Securities Act that is acquiring Notes as fiduciary for the account of one or more institutions for which we exercise sole investment
discretion;
(iii) we will acquire Notes
having a minimum principal amount of not less than $ 100,000 for our own account or for any separate account for which we are
acting;
(iv) we
have such knowledge and experience in financial and business matters that we are capable of evaluating
the merits and risks of purchasing Notes; and
(v) we are not acquiring
Notes with a view to distribution thereof or with any present intention of offering or selling Notes, except as permitted below; provided
that the disposition of our property and property of any accounts for which we are acting as fiduciary shall remain at all times
within our control.
B-2-1
We understand that the Notes were originally
offered and sold in a transaction not involving any public offering within the United States within the meaning of the Securities Act
and that the Notes have not been registered under the Securities Act, and we agree, on our own behalf and on behalf of each account for
which we acquire any Notes, that we will offer, sell or otherwise transfer such Notes, or any beneficial interest therein, prior to the
date (the "Resale Restriction Termination Date") that is (a) one year after the latest of (x) the original issue date
of the Notes, (y) the original issue date of any Additional Notes (as defined in the indenture governing the Notes) and (z) the
last date on which the Issuer or any of its Affiliates were the owner of such Notes (or any predecessor thereof), and (b) such later
date, if any, as may be required by applicable laws only:
(1) to the Company or any Subsidiary thereof, or
(2) for
as long as the Notes are eligible for resale pursuant to Rule 144A, to a person we reasonably believe
is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act) that purchases for its own account
or for the account of a qualified institutional buyer to which notice is given that the transfer is being made in reliance on Rule 144A,
or
(3) pursuant
to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation
S under the Securities Act and in accordance with the laws applicable to us in the jurisdiction in which such purchase is made, or
(4) pursuant
to a registration statement which has been declared effective under the Securities Act, or
(5) pursuant
to another available exemption from the registration requirements of the Securities Act.
We acknowledge that
the Company, others and you will rely upon our confirmations, acknowledgments and agreements set forth herein, and we agree to notify
you promptly in writing if any of our representations or warranties herein ceases to be accurate and complete.
THIS LETTER SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK.
(Name of Purchaser)
By:
Name:
Title:
Address:
B-2-2
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Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
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dei_EntityIncorporationStateCountryCode
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X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
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- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
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X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
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Namespace Prefix:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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Namespace Prefix:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
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Data Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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Data Type:
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Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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- Details
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- Details
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Data Type:
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Period Type:
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- Details
Name:
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Namespace Prefix:
Data Type:
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Period Type:
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- Details
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Namespace Prefix:
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