Charter Communications就已完成收购Cox交易提交补充担保契约8-K,属交割后例行法律文件

----- 0001104659-26-100972.txt -----
0001104659-26-100972.txt : 20260826
0001104659-26-100972.hdr.sgml : 20260826
20260826060132
ACCESSION NUMBER: 0001104659-26-100972
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 164
CONFORMED PERIOD OF REPORT: 20260824
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20260826
DATE AS OF CHANGE: 20260826
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS, INC. /MO/
CENTRAL INDEX KEY: 0001091667
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
ORGANIZATION NAME: 06 Technology
EIN: 841496755
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33664
FILM NUMBER: 261317492
BUSINESS ADDRESS:
STREET 1: 400 WASHINGTON BLVD.
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-905-7801
MAIL ADDRESS:
STREET 1: 400 WASHINGTON BLVD.
CITY: STAMFORD
STATE: CT
ZIP: 06902
FORMER COMPANY:
FORMER CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/
DATE OF NAME CHANGE: 19990723
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CCO HOLDINGS CAPITAL CORP
CENTRAL INDEX KEY: 0001271834
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
ORGANIZATION NAME: 06 Technology
EIN: 200257904
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 333-112593-01
FILM NUMBER: 261317493
BUSINESS ADDRESS:
STREET 1: 400 WASHINGTON BLVD.
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-905-7801
MAIL ADDRESS:
STREET 1: 400 WASHINGTON BLVD.
CITY: STAMFORD
STATE: CT
ZIP: 06902
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: CCO HOLDINGS LLC
CENTRAL INDEX KEY: 0001271833
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
ORGANIZATION NAME: 06 Technology
EIN: 861067239
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37789
FILM NUMBER: 261317494
BUSINESS ADDRESS:
STREET 1: 400 WASHINGTON BLVD.
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-905-7801
MAIL ADDRESS:
STREET 1: 400 WASHINGTON BLVD.
CITY: STAMFORD
STATE: CT
ZIP: 06902
8-K
1
tm2623711d1_8k.htm
FORM 8-K
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.
¨
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
2
tm2623711d1_ex4-1.htm
EXHIBIT 4.1
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
3
tm2623711d1_ex4-2.htm
EXHIBIT 4.2
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.
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“
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.
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“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.
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(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.
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(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
”).
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(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);
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(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.
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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]
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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
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tm2623711d1_ex4-3.htm
EXHIBIT 4.3
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
5
tm2623711d1_ex4-4.htm
EXHIBIT 4.4
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
6
tm2623711d1_ex4-5.htm
EXHIBIT 4.5
Exhibit
4.5
EX-4.6
7
tm2623711d1_ex4-6.htm
EXHIBIT 4.6
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
8
tm2623711d1_ex4-7.htm
EXHIBIT 4.7
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
9
tm2623711d1_ex4-8.htm
EXHIBIT 4.8
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
10
tm2623711d1_ex4-9.htm
EXHIBIT 4.9
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.]
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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.]
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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
11
tm2623711d1_ex4-10.htm
EXHIBIT 4.10
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 dat
e
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).
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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.
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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.
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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]
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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.]
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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).
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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.
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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
12
tm2623711d1_ex4-11.htm
EXHIBIT 4.11
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
SUPPLEMENT
AL
INDENTURE,
dated
a
s
of
the 1
st
day
of May, 2013
between COX
COMMUNICATIONS,
INC.
,
a
corporation
existing under
the law
s
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
tru
st
office
located
at
900
Ashwood Parkway
,
Suite
425
,
Atlanta
,
Georgia 30338, as
tru
s
tee
(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
,
bond
s
or
other
evidences of
indebtedness
(in the
Original
Ind
e
nture
and
herein
called
th
e
“Debt
Securities”)
,
unlimit
e
d
as
to principal amount
,
to
be is
s
ued 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
re
so
lution
s
of the Board
of
Directors
,
has duly determined to make
,
execute
and
deliver to
the Tru
s
tee
this Supplemental
Indenture
to
the
Original Indenture in
order
to
establish
the
form
and terms of, and
to pro
v
ide
for
the
creation and
issuance
of
,
two
new
se
ries
of
Debt
Securities
de
s
ignated
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
$5
00
,
000
,
000
(th
e
“2043
Notes”
and
,
together
w
ith
the
2023 Notes,
the
“
Notes
”);
WHEREAS
,
Section 9.01
of the Ori
g
inal
Indenture provides
,
among
other
things
,
that the Company
and
the Trustee
,
at any
time
and
from time to time
,
without
the
consent of any
Holder
s,
may
enter
into
an
indenture
supplemental
to
the
Original
Indenture
to
establish the form or
term
s
of
Debt Securitie
s
of any
se
rie
s
as
permitted by
Sections 2.01
and 2.03 of the Original
Indenture
;
WHEREAS
,
all
thing
s
nece
ssary
to make the Notes
,
when
executed
by
the
Company and authenticated
and
deli
ve
red
by
the Trustee
and
i
ssue
d
upon the terms and
s
ubject to the
conditions
hereinafter and in the
Original
Indenture
set
forth against payment
ther
efo
r
,
the
valid,
binding
and
legal
obligations of
the
Company and
to make this
Supplemental
Indenture
a valid,
binding
and
legal
agreement of
the
Company
,
ha
v
e
been done;
1
NOW,
THEREFORE
,
THIS
THIRTEENTH
SUPPLEMENTAL
INDENTURE WITNESSETH that
,
in
order
to
establish
the
form and
terms
of
the
se
rie
s
of
Debt
Securities
de
s
ignated
as the
“
2.95%
Notes due 2023
”
and
the
“
4.50% Notes due 2043
”
and for and
in
consideration
of
the premise
s
and of
the
co
v
enants contained in the
Original
Indenture
and
in thi
s
Supplemental
Indenture
and
for other good and valuable consideration
the receipt
and
s
ufficiency
of which are
hereb
y
acknowledged
,
it i
s
mutually covenanted
and
agreed
,
for
the equal and
proportion
a
te
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
Deposit
ary,
representing
Notes
sold
in
offshore transactions
in
reliance
on
Regulation
S.
“Resale
Restriction Termination Period
”
me
ans
,
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
it
s
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
Depo
s
itary
,
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 regi
s
tration
of
,
transfer
of,
or
exchange
for, or
in lieu
of
,
other
Notes
pur
s
uant
to
Section 2.07
,
2.08,
2.09 or
9.04
of the
Ind
e
nture
,
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 Holder
s
,
create and
issue
pursuant
to this
Thirteenth
Supplemental Indenture an
unlimited
principal amount of
additional
Notes (in excess
of
any
amounts
theretofore issued) having th
e same
terms
and
conditions
to
those
of
the
other outstanding Notes
,
except that any
such
additional
Notes
(i)
may ha
v
e
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
s
hall
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 ca
s
h
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 p
a
rt
,
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
Intere
s
t
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 Note
s
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
decrea
se
d
by adju
s
tments made
on
the
record
s
of
the
Trustee
and the Depositary a
s
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
intere
s
t
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
ma
y
from
time
to
time be increased
or
decrea
se
d
by
adjustments
made on the
records
of the Trustee and
the Depo
s
itary
as
hereinafter
provided.
Each
Global Note shall represent such
of the outstanding
Notes as
s
hall
be
s
pecified therein
and each
s
hall provide that it
shall
repre
se
nt the
aggregate
principal amount
of
out
s
tanding
Notes
from time to time endorsed thereon
and
the aggregate principal
amount of outstanding
Note
s
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 Note
s
to
reflect the
amount of any
decrea
se
in the principal
amount of outstanding Notes
represented
thereby shall
be made by
the
Trustee
in accordance
w
ith
instructions
given
by the Holder
thereof
a
s
required by Section
209
hereof and
shall
be made
on
the record
s
of
the
Trustee and
the Depositary.
(ii)            Book-Entry
Pro
v
ision
s
.
Thi
s
Section 207(a)(ii) shall
appl
y
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
deli
ve
r
initially
one or
more
Global
Notes
that
(a)
s
hall
be
re
g
istered
in the name
of
the Depo
s
itary
,
(b)
s
hall be
delivered
by
the
Tru
s
tee
to the Depo
s
itary
or
pursuant
to
the Depositary’s
instructions
and
(c) shall
bear legend
s
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 TH
E
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 ha
s
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
law
s,
all
Regulation
S Global Notes shall bear a
legend
(the
“
Regulation
S
Legend
”
)
in
substantially the following form
,
unless
s
uch
Notes
have been sold pursuant to a registration
s
tatement
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 NOT
E
S
,
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
intere
s
t 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
s
hall 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
Inve
s
tor
;
(b)
written
instructions to the Tru
s
tee
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
d
ec
rea
se
;
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
cau
se
,
or direct
the Registrar to
cause,
in
accordance
with
the
standing
in
struct
ion
s
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 i
ss
ued
,
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
P
er
iod
,
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
,
how
eve
r
,
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)
s
o
long
as such
Notes
are
Restricted Note
s, s
uch 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
in
s
tructions 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
s
ubject 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
tran
s
fer
or
for exchange for a Note registered in a name
other
than
that
of
the Holder
,
such
Note mu
s
t b
e
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
provi
s
ion)
,
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 i
s
defined in Regulation
S
under
the
Securities Act)
or
a
U.S.
person
who purchased
such
beneficial
interest
in
a
tran
s
action
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
Per
so
n
,
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
T
HE 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
s
um
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
s
uch 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 ca
se
may be
,
to
such
next
Bu
s
in
ess
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
se
ries
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
Ind
e
ntur
e”)
,
as
supplemented
by the Thirteenth
Supplemental Indenture dated
as of
May 1
,
2013
(the
“Thirteenth
Supplemental
Indenture”,
and
together
with
the Original
Ind
enture
,
the
“
Ind
enture”)
,
duly
executed
and delivered
by the Company to The Bank of New York Mellon Trust Company
,
N.A
,
a
s
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
intere
s
t
on
the principal amount of this Note to be redeemed
(exclusive
of interest accrued to the Redemption Date)
,
in
each ca
s
e
,
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
Quotation
s,
or
,
if
the Quotation Agent
obtains fewer than
four
s
uch
Reference Treasury Dealer Quotations
,
the
average
of
all such
quotations.
“Quotation
Agent” means a Reference Treasury Dealer
appointed
by
the Company.
“
Reference
Treasury
Dealer
”
mean
s
J.P. Morgan
Securities
LLC
,
a
primary Treasury dealer
selected
by Well
s F
argo Securities,
LLC
,
Barclays
Capital
Inc.
,
Citigroup
Global
Markets Inc. and Mor
g
an Stanley & Co. LLC
,
and
each
of their respective
successors; provided,
however
,
that if any of the
foregoing shall
cease
to
be
a
primary
Trea
s
ury dealer
,
the
Company will
s
ubstitute
another
primary Trea
s
ury 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
,
term
s
or
purposes
of
issue
,
authentication
and delivery
of
the Notes
or
to
add any additional event
of default
,
or
to modify the provision
s
of
the Indenture
as shall
be
necessary to
facilitate
the
defeasance and di
s
charge 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 adver
s
ely
affect the rights
of any
Holder.
Subject
to certain conditions, the Company
at any time may terminate
some
or
all
of
it
s
obligations under the Notes
and
the Indenture if the
Company
deposit
s
with
the
Trustee
money
or Government
Obligation
s
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
s
ignature
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
ha
s
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
i
s
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
TRANSF
E
R
,
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
P
AYMENT
,
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 a
ss
igns
,
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
intere
s
t
on
the principal amount of
this Note to be redeemed
(exclusive
of
interest accrued to the Redemption Date)
,
in
each ca
s
e
,
discounted from their respective
scheduled
payment dates to the Redemption Date
on
a
se
miannual
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
Quotation
s,
or
,
if the Quotation Agent
obtains
fewer than
four
s
uch
Reference Treasury Dealer Quotations
,
the
average
of
all
such
quotations.
“Quotation
Agent” means a Reference Treasury Dealer
appointed
by the Company.
“
Reference
Treasury
Dealer
”
mean
s
J.P.
Morgan
Securities
LLC
,
a
primary
Treasury dealer
selected
by
Well
s Fa
rgo
Securities,
LLC
,
Barclays
Capital
Inc.
,
Citigroup
Global
Markets Inc. and Mor
g
an
Stanley & Co. LLC
,
and
each
of
their respective
successors; provided,
however
,
that
if any of the
foregoing shall
cease
to
be
a
primary
Trea
s
ury
dealer
,
the
Company
will
s
ubstitute
another
primary
Trea
s
ury
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
,
term
s
or
purposes
of
issue
,
authentication
and delivery
of
the Notes
or
to
add any additional event
of default
,
or
to modify the provision
s
of
the Indenture
as shall
be
necessary to
facilitate
the
defeasance and di
s
charge 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 adver
s
ely
affect the rights
of any
Holder.
Subject
to certain conditions, the Company
at any time may terminate
some
or
all
of
it
s
obligations under the Notes
and
the Indenture if the
Company
deposit
s
with
the
Trustee
money
or Government
Obligation
s
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
s
ignature
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
ha
s
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
i
s
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
HA
VE
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
TRUS
T
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 PAR
T,
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 a
ss
igns
,
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
intere
s
t
on
the principal amount of
this Note to be redeemed
(exclusive
of
interest accrued to the Redemption Date)
,
in
each ca
s
e
,
discounted from their respective
scheduled
payment dates to the Redemption Date
on
a
se
miannual
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
Quotation
s,
or
,
if the Quotation Agent
obtains
fewer than
four
s
uch
Reference Treasury Dealer Quotations
,
the
average
of
all
such
quotations.
“Quotation
Agent” means a Reference Treasury Dealer
appointed
by the Company.
“
Reference
Treasury
Dealer
”
mean
s
J.P.
Morgan
Securities
LLC
,
a
primary
Treasury dealer
selected
by
Well
s
Fa
rgo
Securities,
LLC
,
Barclays
Capital
Inc.
,
Citigroup
Global
Markets Inc. and Mor
g
an
Stanley & Co. LLC
,
and
each
of
their respective
successors; provided,
however
,
that
if any of the
foregoing shall
cease
to
be
a
primary
Trea
s
ury
dealer
,
the
Company
will
s
ubstitute
another
primary
Trea
s
ury
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
,
term
s
or
purposes
of
issue
,
authentication
and delivery
of
the Notes
or
to
add any additional event
of default
,
or
to modify the provision
s
of
the Indenture
as shall
be
necessary to
facilitate
the
defeasance and di
s
charge 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 adver
s
ely
affect the rights
of any
Holder.
Subject
to certain conditions, the Company
at any time may terminate
some
or
all
of
it
s
obligations under the Notes
and
the Indenture if the
Company
deposit
s
with
the
Trustee
money
or Government
Obligation
s
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
s
ignature
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
ha
s
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
i
s
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
“SECUR
ITIES
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 TRUS
T
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 a
ss
igns
,
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
intere
s
t
on
the principal amount of
this Note to be redeemed
(exclusive
of
interest accrued to the Redemption Date)
,
in
each ca
s
e
,
discounted from their respective
scheduled
payment dates to the Redemption Date
on
a
se
miannual
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
Quotation
s,
or
,
if the Quotation Agent
obtains
fewer than
four
s
uch
Reference Treasury Dealer Quotations
,
the
average
of
all
such
quotations.
“Quotation
Agent” means a Reference Treasury Dealer
appointed
by the Company.
“
Reference
Treasury
Dealer
”
mean
s
J.P.
Morgan
Securities
LLC
,
a
primary
Treasury dealer
selected
by
Well
s Fa
rgo
Securities,
LLC
,
Barclays
Capital
Inc.
,
Citigroup
Global
Markets Inc. and Mor
g
an
Stanley & Co. LLC
,
and
each
of
their respective
successors; provided,
however
,
that
if any of the
foregoing shall
cease
to
be
a
primary
Trea
s
ury
dealer
,
the
Company
will
s
ubstitute
another
primary
Trea
s
ury
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
,
term
s
or
purposes
of
issue
,
authentication
and delivery
of
the Notes
or
to
add any additional event
of default
,
or
to modify the provision
s
of
the Indenture
as shall
be
necessary to
facilitate
the
defeasance and di
s
charge 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 adver
s
ely
affect the rights
of any
Holder.
Subject
to certain conditions, the Company
at any time may terminate
some
or
all
of
it
s
obligations under the Notes
and
the Indenture if the
Company
deposit
s
with
the
Trustee
money
or Government
Obligation
s
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
s
ignature
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
ha
s
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
i
s
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
in
ves
tor
,
as described in Rule 50l(a)(l),
(2), (3) or (7) of Regulation D
under
the Securities Act;
¨
The
transfer
of
the Surrendered Notes
i
s
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 kno
w
ledge
,
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
13
tm2623711d1_ex4-12.htm
EXHIBIT 4.12
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 8
th
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)
Certi
fi
cated
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.
10
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.
11
(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.
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 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
14
tm2623711d1_ex4-13.htm
EXHIBIT 4.13
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.
7
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.
8
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.
10
(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.
11
(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
15
tm2623711d1_ex4-14.htm
EXHIBIT 4.14
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).
10
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.
18
(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.
19
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 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).
22
(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).
23
(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
16
tm2623711d1_ex4-15.htm
EXHIBIT 4.15
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.
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 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.
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.
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).
(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;
15
(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).
16
(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,
17
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.
19
(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).
23
(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
17
tm2623711d1_ex4-16.htm
EXHIBIT 4.16
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.
“C
ox
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).
16
(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
17
(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.
18
(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 Member
s,
to take any action which a Holder is entitled to take under the Indenture or the Notes.
19
(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).
23
(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).
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.
Thi
s
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.
“Co
mparable
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).
“Co
mparable
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
Ca
ll Date” means March 15, 2031.
“Quo
tation
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.
“Re
ference
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
R
e
purchas
e
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 Tru
stee
,
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
pa
yab
le
,
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
Ind
e
ntur
e
,
without the
consent
of
any
H
o
ld
e
r
,
the
Company
and the
Trustee
may
amend
the
Ind
e
ntur
e
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 Ind
e
nture
,
or
to
add
additional
covenants or surrender
any
right
or
power
conferred on
the
Co
mpan
y
,
or
to
establish
the
form or terms
of
the
Notes
of any
ser
i
es
,
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
condit
ion
s
,
limitation
s,
and
restrictions
on the
authorized a
m
ount
,
terms
or purposes of
i
ssue
,
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
H
o
lder
s
,
or to
make
any
change
that
does
not
adversely
affect
the rights
of
any
Holder.
Subject
to
certain
co
nditions
,
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
prin
c
ip
a
l
,
pr
e
mimn
,
if
a
n
y
,
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 Per
so
n
.
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
Co
mpan
y
,
which
is
absolute
and
unconditional, to pay the principal
of
and pr
e
rnium
,
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
,
office
r
,
employee or s
to
c
kh
o
ld
er
,
as
such, of
the
Company
or the Guarantor
shall
have
any
liability
for
any
obligations
of
the
Company
under thi
s
Note or
the
Indenture
or
the
ob
li
gat
i
on
s
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
(“C
USIP
”)
,
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
Tru
s
tee
’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
Re
g
i
st
rar
,
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
APPLI
CAB
LE
,
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
C
OMMUNICATIONS
,
INC.,
a
Dela
wa
re
corporation
(
hereinaft
e
r
called the
“Co
mpan
y
,
”
which
term include
s
any
successor
co
rporation under the Indenture referred to
below)
,
for
va
lu
e
rec
e
i
ve
d
,
hereb
y
promises
to
pay to
Ce
de
&
Co
.
,
or
regi
s
tered
assigns
,
the
principal
s
um
of
[ ]
($ )
on
Jun
e
15
,
2
0
5
1
(the
“
Maturity
Dat
e”),
unle
ss
pre
v
iou
sly
r
e
deemed
,
and
to pa
y
intere
s
t
thereon from June
2
,
2021
or
from the mo
s
t recent Interest
Payment Date to
which
intere
s
t
ha
s
been
paid
or
duly provided for
,
payable
se
miannually
on
June 15
and
December
15
of each
yea
r
(each
,
an
“
Int
e
re
s
t
Payment Date
”)
,
commencing
D
ece
mb
e
r
15
,
2021 at the rate of 3.600% per annum
,
until
the
principal h
e
r
eof
i
s
paid
or
dul
y
mad
e
available for
pa
y
ment.
Inter
es
t
s
hall
be
computed on the basis of a
360
-da
y
yea
r
of twelve 30-day
m
o
nth
s.
The
int
e
re
st
so
pa
ya
ble
and
pun
ctua
ll
y
paid
or
dul
y
provided for on any
Intere
s
t
P
ay
m
e
nt
Dat
e w
ill
,
as
pro
v
id
ed
in
the
Indenture
,
be paid
to the Person in
w
ho
se
name this
Note
(or
one or
more
predecessor
sec
uritie
s)
i
s
regi
s
tered
at
the
close of business on
th
e
regular record dat
e
for
s
uch intere
st
,
w
hich
s
hall
be
Jun
e
1
or
December 1
(whether or
not
a
Busin
ess
Day)
,
as
th
e
case
may b
e
,
immediat
e
l
y
preceding
s
uch Inter
es
t
Paym
e
nt Dat
e.
Any
s
uch
interest
w
hich
i
s
payable
,
but
i
s
not
punctually
paid
o
r
duly provided
for
,
on
an
y
Interest
Pa
y
m
e
nt
Date
s
hall
forthwith
cease
to
be
pa
ya
ble
to the
regi
ste
red
Hold
e
r h
e
r
eof
on
the r
e
l
eva
nt
regular record
date by
v
irtu
e
of
ha
v
ing
been
s
uch Holder
,
an
d
may be paid to the Per
so
n in
whose
name
this Note (or
one
or
more predec
essor sec
uritie
s)
i
s
registered at
th
e
close of
bu
s
ine
ss
on a
s
ub
se
quent
spec
ial record
date (which
s
hall be not more than 15
days
and not less than
10 da
ys
before
th
e
payment
date)
for
the pa
y
ment
of
s
uch
defaulted
int
e
re
s
t
to
be fixed by
the Trust
ee
,
notic
e
whereof
s
hall
be given
to the H
o
lders
of Notes of
thi
s se
rie
s
not le
ss
than 10 day
s
prior
to
suc
h
spec
ial re
co
rd
dat
e
,
or
may
be paid at any
tim
e
in
any other
la
wfu
l
manner
,
all as
more
fully
pro
v
ided in
suc
h
Ind
e
nture. If
any
Int
e
re
st
Payment
Dat
e,
Redemption
Date
or
the
Maturity
Date
fall
s
on a day that
is not
a Business
Da
y
,
the required payment
shall be
made
on
the next
Business Day
as
if it
we
re made
on
the
date
s
u
c
h
payment
was
due
and
no
intere
s
t
s
hall
accrue on
the
amount
so
payable for
th
e
period
from and after
s
uch Inter
es
t
Paym
e
nt Dat
e
,
Red
e
mption Dat
e
or
th
e
Maturity
Date
,
as
th
e
case
may be
,
to
suc
h
next
Business Day. Payments of principal, premium
,
if
any
,
and
int
eres
t
hereunder
s
hall
be
made in
suc
h
co
in
or
c
urr
e
nc
y
of the United
States
of America
as at the time of
pa
y
ment
s
hall
be
legal
tender for
the payment
of
public and
private
debts and
s
hall
be made imm
e
diatel
y
available
to th
e
Holder
(as defined below)
her
eo
f.
Thi
s
Note
i
s
one of the
duly
authorized
se
rie
s
of
D
ebt
Securities
of
th
e
Company
,
d
es
ignat
ed
as
th
e
Compa
ny
’s
“
3.600%
Notes
due
2051
”
(
the
“No
tes
”
)
,
initiall
y
limited
to
an aggregate
prin
c
ip
a
l
a
m
o
unt
of
$700
,
000
,
000
,
all
i
ss
ued
or
to
be
i
ss
ued
under and
pursuant
to
an
Ind
e
nture
dated
as
of
June 27
,
1995
(t
he
“
Original
Ind
e
ntur
e”)
,
as
sup
pl
e
m
e
nted
b
y
th
e
Nineteenth
Supplemental
Ind
e
ntur
e
dated
as of
Jun
e
2
,
202
1
(the
“
Ninet
ee
nth
Supplemental Indenture” and
,
together with the
Original Indenture
,
the
“In
dentu
re”)
,
dul
y
execute
d
and delivered b
y
the
Compa
n
y
and
Cox
Enterprises
,
Inc.
,
a
Delaware
corpora
ti
o
n
,
as
guarantor (the
“G
uarant
or”)
,
to
The
Bank
of
New York Mellon
Tru
st
Co
mpan
y
,
N.A
,
as
trustee (hereinafter
referr
ed
to
as the
“T
ru
s
te
e”),
to
w
hi
c
h
Ind
entu
r
e
and
all
ind
e
ntur
es
s
upplem
e
ntal
th
e
r
e
to
refer
e
nc
e
is
h
e
r
e
b
y
mad
e
for
a description of
the ri
g
ht
s,
limitation
of
rights
,
ob
ligation
s,
duties
and immunitie
s
thereunder
o
f
the
Trustee
,
the
Compa
ny
,
the
Guarantor
and
the
Holders
(t
h
e words
“
Holder
s”
or
“
Hold
e
r
”
meaning
th
e
r
eg
i
s
t
e
r
ed
hold
e
r
s
or
r
egiste
r
ed
hold
e
r
of
the Notes).
The
No
t
es
and
th
e
obligations of
th
e
Compa
ny ther
e
und
er
and
und
er
th
e
Ind
e
ntur
e
s
hall
be
full
y
and
unconditi
o
n
a
ll
y
guaranteed
on
a
s
enior
un
s
ecured basi
s
by
the Guarantor (the
“G
uarantee
”).
The
G
u
arantee
will be automatically and
un
co
nditionall
y
r
e
l
eased
and discharged
upon
the occurrence
of
ce
rtain
eve
nt
s
w
ith
out
any action
requ
ir
ed
on
the
part of the Tru
s
t
ee
or
any Holder
in
accordance
w
ith
the term
s
of
the
Nineteenth
Supplemental
Ind
e
ntur
e.
Prior
to the Par
Ca
ll
Date
,
this
Note
wi
ll
be redeemable
at
the
option
of the Company
at
any
time
,
in
w
hole
or
in part
,
at a Redemption Price equal to
th
e
grea
t
er of (
i)
100%
of
the
principal amount of
thi
s
Note
to
be
redeemed
and
(ii)
the
sum, as
determined
by the Quotation
Agent, of
the pre
se
nt
values
of the principal amount of
thi
s
Note
to
be redeemed
and
the remaining
sc
heduled
payment
s
of
interest
on
the
prin
c
ipal
amount
of
thi
s
Note
to
be redeemed
(assuming
that thi
s
Note
matured
on
the
Par
Call
Date)
,
exclusive
of
intere
st
accrued
to
the Redemption Date
,
in
each
case,
di
sco
unted from
their re
s
pective
sc
heduled
payment
date
s
to
th
e
Redemption Date
on a
s
emiannual
basis
(assuming
a
360-day
year consisting of
t
we
lve
30-day
months)
at
the
Trea
sury
Rate
(as
defined
below) plus
20
basis point
s,
plu
s
,
in
each
case, accrued and
unpaid intere
s
t
thereon to
,
but not including
,
the
Redemption Date.
On or
after the Par
Call
Dat
e,
thi
s
Note
will be
redeemable
at
the
option
of
the
Co
mpan
y,
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
redeem
e
d
,
plu
s
accrued
and
unpaid interest thereon to
,
but
not
including
,
the Redemption Date.
“Co
mparable
Trea
s
ury Issue
”
mean
s,
with
respect to thi
s
Note
subject
to red
e
mption
,
th
e
United States
Treasury
sec
urity
selected
by the
Quotation Agent as
ha
v
ing
an
actual or
interpolated
maturity
comparable
to the remaining life
of
thi
s
Note
to be redeemed
(assuming
that
this Note matured on
the
Par
Ca
ll Date) that
wo
uld
b
e
utilized
,
at
the time
of selection and
in
accordance
with customary
finan
c
ial
practice
,
in pricing new i
ss
ues
of corporate
debt
securities
of comparable
maturity
with
the
remaining life
of
thi
s
Note
to be redeemed
(assuming
,
for this purpo
se,
that thi
s
Note
matur
e
d
on
the Par
Call
Date).
“Co
mparable
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
lowe
s
t
of
s
uch Refer
e
nc
e
Treasury Dealer Quotation
s
,
or
,
if the Quotation
Agent obtains
fewer than five
such
Reference Trea
sury
Dealer
Quotations
,
the
average
of all such
quotation
s
.
“Pa
r
Ca
ll Date
”
m
e
an
s
December
15, 2050.
“Q
uotation
Agent”
mean
s
the
Reference
Treasury
Dealer
appointed
by the
Company.
“
Reference
Treasury Dealer
”
mean
s
,
w
ith re
s
pect
to any Redemption
Date,
(i)
J.P. Morgan
Securities
LLC
,
RB
C
Capital Markets
,
LLC
and Wells
Fargo
Securities
,
LLC
and
eac
h
of
th
e
ir
r
es
p
ective successors
and
(ii)
two
other
nationally
recognized
investment
banking
firms
(or
their
respective
affiliates)
that the
Company
se
lect
s
in
co
nnection
with
s
uch Redemption Date
,
and
each of their
re
s
pecti
ve
s
u
ccess
or
s
;
provided
,
however
,
that
if
any of
the
foregoing
s
hall
cease
to
be
a U.S. government
sec
uritie
s
dealer in the
United States (a
“
Primary
Treasury
D
ea
ler
”
),
the
Company will substitute another
Primary
Tr
eas
ury Dealer.
“
Reference
Trea
s
ury Dealer Quotation
s
”
mean
s
,
with
re
s
pect
to
each
R
efe
ren
ce
Treasury
Dealer and
any
Redemption
Dat
e
,
th
e
average
,
as
d
e
termin
e
d
by
th
e
Quotation
Agent
,
of
the
bid
and
asked prices for the
Co
mparable
Treasury Issue
,
expressed
in
each case as a percentage of
it
s
principal
a
mount
,
quoted
in
writing
to
the
Quotation Agent by
s
uch
R
efe
r
e
nc
e
Tr
eas
ury D
ea
ler
at 3:30
p.m.
,
New
York City time
,
on
th
e
third
Bu
s
in
ess
Da
y
preceding
s
uch
Redemption Date.
“T
rea
s
ury
Rate” means, with
re
s
pect
to
any Redemption Date, the
rate
per
a
nnum
e
qu
a
l
to
the
se
mi-annual
or
e
quivalent
yield
to
maturity
or
int
e
rpolat
e
d
(on a day-count
ba
s
i
s)
of
th
e Co
mparable
Tr
eas
ury I
ss
u
e
,
calculated on
the third
Business
Day
preceding
s
u
c
h
Redemption
Date u
s
ing
a
price for
the
Co
mparable
Trea
s
ury I
ss
ue
(expressed as a
percentage
of
it
s
principal
amount)
equal to the Comparable
Tr
easury
Price
for
s
u
c
h
R
e
d
e
mption
Date.
If
mone
y s
ufficient to
pay
the
Redemption Price and accrued and
unpaid
interest
on
th
e
principal amount
of
this
Note
to
b
e
redeemed
on
the Redemption
Date i
s
d
epos
ited
w
ith
the
Tru
stee
or
Pa
y
ing
Agent on or
befor
e
the
Redemption Date and certain other conditions
s
p
ec
ifi
e
d
in th
e
Ind
e
ntur
e
are satisfied
,
then
on or after
suc
h
date
,
intere
st
will cease to accrue
on
the
principal
amo
unt
of
thi
s
Note
called for redemption.
Notice
of any
redemption
w
ill b
e
delivered at
l
eas
t
15
da
y
s
but
not more th
a
n
60
da
ys
before
th
e
Redemption
Date
to th
e
Hold
e
r
hereof
by
fir
st
-cla
ss
mail or
deli
vere
d
electronically
if he
l
d
by
DTC
,
to
th
e
address of
s
u
c
h
Holder appearing
in the
sec
urity
regi
s
t
e
r
or otherwise
in
accordance
with
the
procedures of
DT
C.
An
y
noti
ce
of
redemption ma
y
,
at
the
Co
mpan
y
’
s
di
sc
retion
,
be
s
ubj
ec
t
to the
sat
i
sfactio
n
of one or
mor
e co
ndition
s
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.
[R
emainder
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
C
OMMUNICATIONS, 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
mone
y 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.
“Co
mparable
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).
“C
omparable
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.
“Q
uotation
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
mone
y 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.
[R
emainder
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
18
tm2623711d1_ex4-17.htm
EXHIBIT 4.17
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.
15
(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.
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 (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.
18
(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.
19
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
1
44A(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).
23
(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).
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 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,
pur
s
uant to applicable law
,
re
sc
inded
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
,
pre
s
entment
,
protest
and
notice
of
protest,
demand
for
payment
or
performance
,
notice
of
default
or nonpayment
,
notice
of
acceptance
and any other notice in re
s
pect
of
the
Company
'
s
obligations
under any
se
ries
of
Notes and
under the Indenture
,
and
any defense arising by rea
so
n 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
ha
s
knowledge
thereof):
(i)
the
validity,
regularity
or
enforceability of
the Note
s
of
such
se
rie
s
o
r
the
Indenture
or
the
absence
of
any
action
to
enforce
the same
,
(ii) the
reco
very
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
s
uch
series
of
Note
s
and
under
the Indenture (whether
or
not any increase is
committed
,
contemplated
or
provided for by the Indenture or the Notes
of
s
uch
series
on
the date hereof)
,
(iii)
any
failure
,
omis
s
ion
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
s
uch
series
of Notes and
under
the
Indenture
or
(iv) any other circumstance whatsoever (with or without
notice
to
or
knowledge
of
the
Guarantor)
which constitute
s,
or
might
be
con
s
trued
to
constitute
,
a
n
equitable
or
le
ga
l
discharge
of
the
Guarantor under the Guarantee
contained
in thi
s
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
recei
v
e
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
re
s
pect
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 term
s;
(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
, s
uch that
the
Company ceases
to be
a
s
ubsidiary
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
lea
se
of all or substantially all
the
assets
of
the
Guarantor
,
s
uch
that the
Company ceases
to
be
a subsidiary of
the
Guarantor
.
The
relea
se
of
the
Guarantor's Guarantee
of an applicable
ser
ie
s
of
Notes
hereunder
s
hall be independent
of and shall
not be
affected
by the release of
the
Guarantor's Guarantee of any other
se
ries
of Notes or other
Debt
Securities
issued under the Indenture
.
SECTION 505
Exec
ution
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
se
rie
s
a
notation
of such Guarantee
.
ARTICLE 6
MISCELLANEOUS PROVISIONS
The Trustee makes
no
undertaking
or
representations in respect of
,
and
sha
ll
not
be re
s
pon
s
ible
in
any
manner
w
hatsoever
for
and
in respect
of, the
va
lidity
or
suffic
ienc
y
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
re
spec
t
of
the
recitals
and statements contained
herein
,
all
of which
recitals
and statements are
made
solely
by
the
Company
.
28
The
Trustee (which
sha
ll
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 in
s
truction
s,
including
fund
s
transfer
instruction
s
("Instructions")
given
pur
s
uant
to
this
Indenture
and delivered
u
s
ing
Electronic
Means
(as
defined
above);
provided,
however
,
that
the
Company shall
provide
to
the
Trustee
an
incumbenc
y
certificate
li
st
in
g
officers
with the authority to
pro
v
ide
s
uch
In
st
ructions
("Authorized
Officers
")
and
containing specimen
s
i
g
nature
s
of
such
Authorized
Officers, which incumbency certificate
s
hall
be
amended
by
the Company
w
henever
a
per
so
n
i
s
to
be added or
deleted from the
listin
g.
If
the
Company
elects
t
o
give
the
Trustee
Instructions using
E
lectronic
Means
and the Trustee
in it
s
di
sc
retion
e
lect
s
to
act
upon
suc
h
In
struct
ion
s
,
th
e
Trustee's
understanding of
suc
h Instructions
s
hall
be
deemed controlling. The Company understands and agrees
that
the
Tru
s
tee
cannot
determine the
identity
of
the
actual
sender of
s
uch In
s
truction
s
and
that
the
Trustee
s
hall
conclusively
presume
that
directions
that
purport
to
ha
ve
been
sent
by
an Authorized Officer
li
s
ted
on
th
e
incumb
ency
certificate
provided to
th
e
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
kin
d
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 obligation
s
hereunder
arising
out
of
or
caused
by
,
directly
or
indirectly
,
forces
beyond
its
control,
includin
g
,
without
limitation,
strikes,
work stoppages,
epidemics
or
pandemic
s
,
accidents
,
acts
of
war
or terrorism
,
civil
or
military d
is
turbance
s
,
nuclear
or
natural
catastrophes
or
acts
of
God,
and interruption
s
,
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
ri
g
ht
s,
pri
v
il
eges
,
pro
tec
ti
o
n
s
,
immuniti
e
s
and
benefits
given
to the
Trustee,
includin
g
,
without
limitation
,
its right
to
be ind
e
mnifi
ed
,
are
extended
to
,
and
shall
be enforceable by
,
the Trustee in
each
of
it
s
capacities
hereunder
,
and
each
agent,
custodian
and
other
Person employed
to
act
hereunder;
(m)           the
Tru
s
tee
may
require
that the
Company
deliver
a
certificate
setting forth
the
names
of individuals
,
and
their title
s
and
direct-dial
telephone
number
s
,
of
officers
authorized
at
such
time to take
specified actions
pursuant
to this
Indentur
e
;
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
TH
E
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
intere
st
,
which shall
be March 1 or September
1
(whether or
not
a
Business
Da
y)
,
as the case may be,
immediately preceding
such
Interest
Payment
Date.
Any
such
interest
which
is pa
yab
le
,
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
Intere
s
t 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
pri
v
ate
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
ri
g
hts
,
limitation
of
rights
,
obligations
,
duties
and
immunities
thereunder of the Tru
s
tee
,
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
s
emi-annual
basis
(assuming
a
360-day
year
con
s
isting 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
princ
i
pal
amount of
this
Note to
be
redeemed
,
plus
,j
n
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
s
hall be determined
by
the
Company
after
4:15 p.m
.
,
New York City
time
(
or
after
s
uch time a
s
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
"Se
lected
Intere
s
t
Rates (Daily)
—  H.15
"
(or
any successor
de
s
ignation
or
publication)
(H.15) under the
caption "U.S. government securities
–
Treasury
constant
maturities
– Nominal
"
(or
any
successor
caption
or headin
g)
. In determining the Treasury Rate
,
the
Company
s
hall
select
,
as
applicable: (i)
the
yield
for
the
Treasury
con
s
tant
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
maturit
y
on
H.15
closest
to
the
Remaining
Life.
For
purpo
ses
of
this
paragraph
,
the
applicable Treasury con
sta
nt maturity
or
maturitie
s
on
H.15
shall
be
deemed to have
a
maturity date
equal
to the
rele
va
nt number
of
month
s
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
purpo
s
es
,
absent manifest
error
.
Notice
of
any redemption
will
be
mailed
or
electronically delivered
(or
otherwise transmitted in
accordance with
the
depo
s
itary
'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
thi
s
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
thi
s
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
thi
s
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
dat
e
,
interest
will
cease to
accrue
on
the principal
amount of this
Note
called for redemption
.
Any
notice
of
redemption ma
y
,
at the
Company's
di
s
cretion
,
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
prec
ede
nt
,
s
uch notice
s
hall
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
day
s
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 term
s
of
the
Change
of
Control Offer.
Notice of any
redemption pur
s
uant
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
s
hall
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
se
t
forth
in the Indenture
,
(i)
the
Indenture may be
amended with
re
sp
ect
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
an
y
provisions applicable
to
the Notes
may
be
waived with
the consent
of
the
Holder
s
of a
majority in principal
amount outstanding of
the
Notes.
Subject
to certain exceptions
se
t
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
s
ucces
so
r
person
of the obligations of
the
Company
under the Indenture
,
or
to
add additional covenants or
s
urrender
any
right
or
power
conferred
on the Company
,
or to establish
the
form or
term
s
of
the
Notes of any series, or
to
appoint
a
successor Trustee
or
provide
for administration of
the
tru
s
t by more than one
Trustee,
or
to
add
to
,
delete from
or
revise the
conditions
,
limitations
,
and
re
s
triction
s
on the authorized amount,
term
s
or
purpo
ses
of
i
ss
ue
,
authentication and delivery of
the
Notes
or to add
any
additional event of
default
,
or to
modify the pro
v
isions
of the Indenture
as shall
be necessary to
facilitate
the defeasance
and
discharge
of
the Note
s
a
s
shall
not
adversely affect
any
Holder
s,
or to secure
the
Notes, or
to make provision
s
with
re
spec
t
to
exchange
right
s
of
Holder
s,
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
depo
s
it
s
with
the
Trustee
money
or U.S. Government Obligations
for the payment
of
principal
,
premium
,
if any
,
and
interest
on the Note
s
to the
Maturity
Date
.
A-1(i)-
6
If
money
for
the
payment of
principal or
interest remains unclaimed
for two
years
,
the Tru
s
tee
or
Pa
y
ing
Agent
s
hall
pa
y
the mone
y
back
to
the
Company at
its
request
unle
ss
an
abandoned
property
law
designates another Person.
After
any
s
uch
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 purpose
s
.
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 Tru
s
tee
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
.
Unle
ss
the Certificate of
Authentication
hereon
ha
s
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 right
s
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
s
ignature
to
thi
s
assignment
must
correspond with
the name
as
written
upon the
face of this Note
in
every particular without alteration or enlargement or any change
w
hat
s
oe
v
er.
The Signature must be guaranteed by an
"
eli
g
ible
guarantor
in
s
titution
meetin
g
the
requirement
s
of the Registrar, which requirements
include
memberships
or
participation in
the Security
Transfer
Agent Medallion Program ("STAMP") or such other
"signature
guarantee program" as
ma
y
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
recei
v
ed
,
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
pa
ya
ble
,
but
is not punctually paid or duly provided for,
on any
Interest
Paymen
t
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 Tru
s
tee
,
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
i
ss
ued
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 Ind
e
nture
,
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
"
Tru
s
tee
")
,
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
"
H
o
ld
e
r
s"
or
"
Hold
e
r
"
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
s
emi-annual basi
s
(assuming
a 360-day year consisting of twelve 30-day
months)
at
the
Trea
s
ury Rate
(as
defined
below)
plus 30
basis points
,
les
s
(b)
intere
s
t
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 intere
s
t 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
s
hall
be
determined
by the Company after 4:15
p.m., New York
City time
(or
after
s
uch 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
Re
s
erve
System designated
as
"Selected
Intere
st
Rates
(Daily)
— H.15
"
(or
any successor
desi
g
nation
or
publication)
(H.15)
under
the
caption "U.S. government securities – Treasury constant
maturitie
s
–
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 Trea
s
ury
constant maturity
on
H.15 immediately
s
horter
than
and one yield corresponding
to the
Treasury
con
s
tant
maturity
on H.15
immediately longer than the Remaining
Life
—
and
s
hall
interpolate
to
the
Par
Call
Date
on a
s
traight-line
ba
sis
(using the actual
number
of
days)
using
such yields and rounding
the
result to
three
decimal places
;
or
(iii)
if there i
s
no
s
uch
Treasury
constant
maturity
on
H.15
shorter
than
or
longer
than the Remaining Life
,
the
yield
for
the
s
in
g
le
Treasury
constant
maturity
on
H.15 closest to the Remaining Life.
For
purposes
of
this
paragraph
,
the
applicable
Trea
s
ury
constant
maturity
or
m
atu
ritie
s
on
H.15
s
hall
be
deemed to
have
a
maturity
date
equal to
the
relevant
number
of
months
or
years
,
as applicable, of such
Trea
s
ury
constant
maturity
from
the
Redemption Date
.
A-1(ii)-
4
If
on the third
business day preceding
the
Redemption
Date H.15
or any
s
uccessor
de
signa
tion
or
publication
i
s
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
depo
s
itary)
,
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
restriction
s
on the authorized amount,
term
s
or
purpo
s
es
of
issue
,
authentication
and
delivery
of
the Note
s
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
s
hall
pay the
money back
to the Company at its reque
s
t
unle
s
s
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 Per
s
on
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
u
s
ed
herein
without
definition that are defined in the Indenture
shall
have the meaning
s
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
purpo
s
e
.
[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 book
s
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 Regi
s
trar in
addition
to
,
or in
su
b
s
titution
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
ST
ATE
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 DA
TE OF
ANY ADDITIONAL NOTES
(AS
DEFINED
IN THE INDENTURE
GOVERNING THIS SECURITY)
AND THE
DA
TE 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
intere
st
,
which shall
be March 1 or September
1
(whether or
not
a
Business
Da
y)
,
as the case may be,
immediately preceding
such
Interest
Payment
Date.
Any
such
interest
which
is pa
yab
le
,
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
Intere
s
t
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
pri
v
ate
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
ri
g
hts
,
limitation
of
rights, obligations
,
duties and immunities thereunder of the
Tru
s
tee
,
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
s
emi-annual
basis
(assuming
a
360-day
year
con
s
isting 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 princ
i
pal
amount of
this
Note
to
be
redeemed
,
plus
,j
n
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
s
hall be determined
by
the
Company
after
4:15 p.m
.
,
New York City
time
(
or
after
s
uch time a
s
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
"Se
lected
Intere
s
t Rates
(Daily)
— H.15
"
(or
any successor
de
s
ignation
or
publication)
(H.15) under the
caption "U.S. government securities –
Treasury
constant
maturities
– Nominal
"
(or
any
successor
caption
or headin
g)
. In determining the Treasury Rate
,
the
Company
s
hall
select
,
as
applicable: (i)
the
yield
for
the
Treasury
con
s
tant
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
m
a
turity
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
s
uch
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
maturit
y
on
H.15
closest
to
the
Remaining
Life.
For
purpo
ses
of
this
paragraph
,
the
applicable Treasury con
sta
nt maturity
or
maturitie
s
on
H.15
s
hall
be deemed to have
a
maturity date
equal
to the
rele
va
nt number
of
month
s
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
purpo
s
es
,
absent manifest
error
.
Notice
of
any redemption
will
be
mailed
or
electronically delivered
(or
otherwise transmitted in
accordance with
the
depo
s
itary
'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
thi
s
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
thi
s
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
thi
s
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 ma
y
,
at the
Company's
di
s
cretion
,
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
prec
ede
nt
,
s
uch notice
s
h
a
ll
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
day
s
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
term
s
of
the
Change
of Control Offer.
Notice of any
redemption
pur
s
uant 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
s
hall
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
se
t
forth
in the Indenture
,
(i)
the
Indenture may be
amended with
re
sp
ect
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
an
y
provisions applicable
to the
Notes
may
be
waived with
the consent
of
the
Holder
s
of a
majority in
principal
amount outstanding of
the
Notes.
Subject
to certain exceptions
se
t
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
s
ucces
so
r
person
of the obligations of
the
Company
under the Indenture
,
or
to
add additional covenants or
s
urrender
any
right
or
power
conferred
on the Company
,
or to establish
the
form or
term
s
of
the
Notes of any series, or
to
appoint
a
successor Trustee
or
provide
for administration of
the
tru
s
t by more than one
Trustee,
or
to
add
to
,
delete from
or
revise the
conditions
,
limitations
,
and
re
s
triction
s
on
the
authorized amount,
term
s
or
purpo
ses
of
i
ss
ue
,
authentication and delivery of
the
Notes
or to add
any
additional event of
default
,
or to
modify the pro
v
ision
s
of the Indenture
as shall
be
necessary to
facilitate
the defeasance
and
discharge
of
the Note
s
a
s
shall
not
adversely affect any
Holder
s,
or to secure
the
Notes, or
to make provision
s
with
re
spec
t
to
exchange
right
s
of
Holder
s,
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
depo
s
it
s
with
the
Trustee
money
or U.S. Government
Obligation
s
for the payment
of
principal
,
premium
,
if any
,
and
interest
on the Note
s
to the
Maturity
Date
.
If
money
for
the
payment of
principal or
interest remains unclaimed
for two years
,
the Tru
s
tee
or
Pa
y
ing
Agent
s
hall pa
y
the
mone
y
back
to the
Company
at its reque
s
t unle
ss
an
abandoned
property law
designates another Person.
After
any
s
uch 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 ha
s
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 Regi
s
trar in
addition
to
,
or in
su
b
s
titution
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 TR
U
STEE
'
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 Paymen
t
Date
shall
forthwith cease
to be payable to
the
regi
s
tered
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
s
hall 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
i
s
sued
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 Compan
y
,
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
se
l
ec
t
,
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
para
g
raph
,
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 publi
s
hed
,
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
depo
s
itar
y)
,
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
establi
s
h 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
re
s
triction
s
on the authorized amount,
term
s
or
purpo
s
es
of
issue
,
authentication
and
delivery
of
the Note
s
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
s
hall
pay the
money back
to the Company at its reque
s
t
unle
s
s
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 meaning
s
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
purpo
s
e
.
[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
19
tm2623711d1_ex4-18.htm
EXHIBIT 4.18
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 19
th
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).
10
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 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.
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 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.
13
(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.
(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).
15
(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
16
(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.
17
(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.
20
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;
22
(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.
24
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
20
tm2623711d1_ex4-19.htm
EXHIBIT 4.19
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.
16
(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 HE
RE
BY.
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 A
S 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
EX-101.SCH
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XBRL TAXONOMY EXTENSION SCHEMA
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XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
EX-101.LAB
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chtr-20260824_lab.xml
XBRL TAXONOMY EXTENSION LABEL LINKBASE
Legal Entity [Axis]
C C O Holdings L L C [Member]
C C O Holdings Capital Corp [Member]
Class of Stock [Axis]
Common Stock [Member]
Series A Cumulative Redeemable Preferred Stock, $.001 Par Value
Entities [Table]
Document Information [Line Items]
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Amendment Flag
Amendment Description
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Document Annual Report
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Document Period Start Date
Document Period End Date
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Current Fiscal Year End Date
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Entity Tax Identification Number
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Extension
Written Communications
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Pre-commencement Tender Offer
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Elected Not To Use the Extended Transition Period
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Entity Shell Company
Entity Public Float
Entity Bankruptcy Proceedings, Reporting Current
Entity Common Stock, Shares Outstanding
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