Exhibit 1.1
FORM OF DEALER MANAGER AGREEMENT
October 4, 2002
Credit Suisse First Boston Corporation
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Deutsche Bank Securities Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated
Four World Financial Center
New York, New York 10080
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
1. The Exchange Offer. AT&T Corp., a New York corporation ("AT&T"), AT&T
Broadband Corp., a Delaware corporation ("Broadband"), MediaOne Group,
Inc., a Delaware corporation ("MediaOne"), AT&T Broadband, LLC, a
Delaware limited liability company ("TCI"), AT&T Comcast Corporation, a
Pennsylvania corporation ("AT&T Comcast"), and Comcast Cable
Communications, Inc. ("Comcast Cable", together with MediaOne, TCI and
AT&T Comcast, the "Guarantors" and, collectively with AT&T and
Broadband, the "Registrants"), plan to commence an exchange offer for
(i) AT&T's notes listed on Schedule I hereto under the heading
"Broadband Eligible Notes" (collectively, the "Broadband Eligible
Notes") for a like principal amount of Broadband Exchange Notes of AT&T
and Broadband (the "Broadband Exchange Notes"), which will be
mandatorily exchanged for notes (the "New Broadband Notes") of
Broadband, and (ii) AT&T's notes listed on Schedule I hereto under the
heading "AT&T Eligible Notes" (collectively, the "AT&T Eligible Notes",
and together with the Broadband Eligible Notes, the "Securities") for a
like principal amount of notes of AT&T (the "New AT&T Notes", together
with the Broadband Exchange Notes
and the New Broadband Notes, the "New Notes") and engage in a related
solicitation of consents from holders of the Securities to certain
amendments to the Indenture, dated as of September 7, 1990, between
AT&T and The Bank of New York (the "Trustee"), as amended by a
supplemental indenture, dated as of October 30, 1992, between AT&T and
the Trustee, under which the Securities were issued (the "AT&T
Indenture") (such exchange offer and consent solicitation hereinafter
referred to, together with any amendments, supplements or extensions
thereof, as the "Exchange Offer"), on the terms and subject to the
conditions set forth in the Exchange Offer Material (as hereinafter
defined) as the same may be amended or supplemented from time to time.
The New Broadband Notes are to be guaranteed (the "Guarantees") on an
unsecured and unsubordinated basis by the Guarantors.
2. Appointment as Dealer Managers. The Registrants hereby appoint you and
your affiliates as Dealer Managers and Solicitation Agents
(collectively, the "Dealer Managers" or "you") and authorize you to act
as such in connection with the Exchange Offer. On the basis of the
representations, warranties and covenants of the Registrants and
Comcast Corporation, a Pennsylvania corporation ("Comcast" and,
together with the Registrants, the "Companies"), contained herein, you
agree, in accordance with your customary practice, to perform those
services in connection with the Exchange Offer as are customarily
performed by investment banks in connection with exchange offers and
consent solicitations of a like nature, including, but not limited to,
communicating generally regarding the Exchange Offer with brokers,
dealers, commercial banks and trust companies and other holders of the
Securities. You further agree that you will not make any statements or
disseminate any information about or concerning the Companies, their
businesses or subsidiaries, or the Exchange Offer, other than as
disclosed in the Exchange Offer Material. You have been engaged to act
as the sole Dealer Managers in connection with the Exchange Offer and
in such capacity, each of you shall act as an independent contractor,
and each of your duties arising out of your engagement pursuant to this
Agreement shall be owed solely to the Companies.
The Registrants further authorize you to communicate with The Bank of
New York in its capacity as exchange agent for the Exchange Offer with
respect to all of the Securities other than the Luxembourg Notes (as
defined in the Exchange Offer Material) (the "Exchange Agent"), The
Bank of New York (Luxembourg) S.A., in its capacity as exchange agent
and listing agent (the "Luxembourg Agent") for the Exchange Offer with
respect to the Luxembourg Notes (as defined in the Prospectus) and ▇.▇.
▇▇▇▇ & Co. Inc. in its capacity as information agent for the Exchange
Offer (the "Information Agent"), with respect to matters relating to
the Exchange Offer. AT&T has instructed the Exchange Agent to advise
you at least daily as to the number of Securities which have been
tendered pursuant to the Exchange Offer and as to such other matters in
connection with the Exchange Offer as you may reasonably request.
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3. No Liability for Acts of Brokers, Dealers, Banks, Trust Registrants and
Other Nominees. Neither you nor any of your affiliates, officers, other
employees or directors shall have any liability to the Companies or any
other person for any losses, claims, damages, liabilities and expenses
(each, a "Loss" and collectively, the "Losses") arising from any act or
omission on the part of any broker or dealer in securities (other than
any of your affiliates), bank, trust company, any other nominees or any
other person, and neither you nor any of your affiliates, officers,
other employees or directors shall be liable for any Losses arising
from your own acts or omissions in performing your obligations as
Dealer Managers hereunder, except for any such Losses which are finally
and judicially determined to have resulted primarily from your bad
faith or gross negligence. In soliciting or obtaining tenders and
consents, no dealer, bank, trust company or other nominee is to be
deemed to be acting as your agent or the agent of the Companies or any
of their affiliates, and you, as Dealer Managers, are not to be deemed
the agent of any dealer, bank, trust company or other nominee or the
agent or fiduciary of the Companies or any of their affiliates,
security holders, creditors or of any other person. In soliciting or
obtaining tenders and consents, you shall not be and shall not be
deemed for any purpose to act as a partner or joint venturer of or a
member of a syndicate or group with the Companies or any of their
affiliates in connection with the Exchange Offer, any acceptance of the
Securities or the consents, or otherwise, and neither the Companies nor
any of their affiliates shall be deemed to act as your agent. AT&T and
Comcast, acting jointly, shall have sole authority for the acceptance
or rejection of any and all tenders. In addition, the obligations of
the Dealer Managers under this Agreement are several and not joint, and
no Dealer Manager shall be liable for any acts or omissions of any
other Dealer Manager.
4. The Exchange Offer Material and Withdrawal Rights. The Registrants
agree to furnish you, at their expense, with as many copies as you may
reasonably request of (i) each of the documents that is filed by the
Registrants with the Securities and Exchange Commission (the
"Commission") or any other U.S. federal, state, local or foreign
governmental or regulatory authorities or agency (the "Other Agencies")
or any court in connection with the Exchange Offer, including the
registration statement on Form S-4 relating to the Exchange Offer (as
it may be amended or supplemented and including the documents
incorporated by reference therein and all financial statements,
schedules and exhibits, as applicable, the "Registration Statement")
and any preliminary prospectus or any final prospectus included
therein, as filed with, or delivered for filing to the Commission
pursuant to Rule 424 of the Securities Act of 1933, as amended, and the
rules and regulations promulgated by the Commission thereunder
(collectively, the "Securities Act") filed with the Commission in
connection with the Exchange Offer and all documents incorporated
therein by reference, (ii) the Letter(s) of Transmittal for the
Exchange Offer and any related letters, filings, documents, releases or
communications mailed, delivered, published or filed by or on behalf of
the Registrants, in connection with the Exchange Offer, (iii) any other
document required to be filed with the Commission pursuant to the
provisions of the Securities Act and the Securities Exchange Act of
1934, as amended, and the
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rules and regulations promulgated by the Commission thereunder
(collectively, the "Exchange Act") pertaining to either the Exchange
Offer or the Registrants during the term of this Agreement and (iv)
each appendix, attachment, modification, amendment or supplement to any
of the foregoing and all related documents (each of (i), (ii), (iii)
and (iv), together with each document incorporated by reference in any
of the foregoing, the "Exchange Offer Material"). The final prospectus
included in the Registration Statement (including any documents
incorporated by reference therein and as it may be amended or
supplemented from time to time) is herein called the "Prospectus,"
except that if the final prospectus furnished to the Dealer Managers
for use in connection with the Exchange Offer differs from the
prospectus set forth in the Registration Statement (whether or not such
prospectus is required to be filed pursuant to Rule 424 (b)), the term
"Prospectus" shall refer to the final prospectus furnished to the
Dealer Managers for such use and as it may be amended or supplemented.
The Exchange Offer Material has been or will be prepared and approved
by, and is the sole responsibility of, the Companies. At the
commencement of the Exchange Offer, the Registrants shall cause timely
to be mailed, to each registered holder of any Securities, the Exchange
Offer Material and any other offering materials prepared expressly for
use by holders of Securities tendering in the Exchange Offer, together
with a return envelope. Thereafter, to the extent practicable, until
the expiration of the Exchange Offer, the Registrants shall use their
commercially reasonable efforts to cause copies of such materials and a
return envelope to be mailed to each additional person who becomes a
record holder of any applicable Securities.
The Companies acknowledge and agree that each of you may use the
Exchange Offer Material as specified herein without assuming any
responsibility for independent investigation or verification on your
part and the Companies represent and warrant to you that you may rely
on the accuracy and adequacy of any information delivered to you by or
on behalf of the Companies without assuming any responsibility for
independent verification of such information or without performing or
receiving any appraisal or evaluation of the Companies' assets or
liabilities. You acknowledge and agree that you will not use any
Exchange Offer Material after such time as any of the Companies has
notified you that such Exchange Offer Material is inaccurate or
otherwise inadequate, or use any Exchange Offer Material that has been
amended or supplemented without such amendment or supplement.
You hereby agree, as Dealer Managers, that, without the prior consent
of the Registrants, you will not disseminate any written material for
or in connection with the solicitation of tenders of the Securities
pursuant to the Exchange Offer other than the Exchange Offer Material.
The Registrants agree that no Exchange Offer Material will be used in
connection with the Exchange Offer or filed with the Commission or any
Other Agency with respect to the Exchange Offer without first providing
you a copy thereof a reasonable time prior to such time as such
materials are proposed to be used and
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giving reasonable consideration to your and your counsel's comments, if
any thereon. In the event that (a) any of the Companies use or permits
the use of any Exchange Offer Material in connection with the Exchange
Offer or files any such material with the Commission or any Other
Agency and such materials unreasonably fail to address any comments
provided by you or your counsel, (b) any of the Companies shall have
breached any of its representations, warranties, agreements or
covenants herein in any material respect or (c) any condition set forth
in Section 10 hereof shall have failed to have been satisfied, then any
of you shall be entitled to (I) withdraw as a Dealer Manager in
connection with the Exchange Offer without any liability or penalty to
you or any person indemnified under Section 11 hereof for such
withdrawal, and without loss of any right to the indemnification
provided in such Section 11, (II) the payment of all fees and expenses,
if any, payable under this Agreement which have accrued pursuant to the
applicable Fee Side Letters (as defined below) to the date of such
withdrawal or would otherwise be due to any of you on such date and
(III) the benefit of any other provisions surviving such withdrawal
pursuant to Section 14 hereof. If any Dealer Manager withdraws as a
Dealer Manager hereunder, the fees accrued and reimbursement for such
Dealer Manager's expenses that are payable pursuant to the terms of the
applicable Fee Side Letters through the date of such withdrawal shall
be paid to the withdrawing Dealer Manager on or promptly after such
date.
5. Compensation. In consideration for each of your services as financial
advisor to the Companies in connection with the Exchange Offer,
including each of your services as Dealer Manager, AT&T agrees to pay
Credit Suisse First Boston Corporation, Deutsche Bank Securities Inc.
and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. the fees specified in the side letter between
such parties and Comcast agrees to pay ▇.▇. ▇▇▇▇▇▇ Securities Inc.,
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ and ▇▇▇▇▇ Incorporated and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
& Co. Incorporated the fees specified in the letter between such
parties dated October 3, 2002 (collectively, the "Fee Side Letters").
Such payment shall be made pursuant to and in accordance with the terms
of such Fee Side Letters, respectively.
6. Expenses of Dealer Manager and Others. In addition to your compensation
for your services hereunder pursuant to Section 5 hereof, expenses for
which you are entitled to reimbursement under the Fee Side Letters
shall be paid to you in accordance with the Fee Side Letters.
7. Holder Lists. AT&T will cause you to be provided with cards or lists or
other records showing the names and addresses (if available) of, and
the principal amount of the Securities, held by, the holders of the
Securities as of a recent date and will cause you to be advised from
day to day during the period of the Exchange Offer as to any transfers
of record of Securities. You agree that, except as may be required by
law or the applicable rules and regulations of any self-regulatory
organization, such cards or lists or other records shall be kept
confidential and shall be used only in connection with your duties as
Dealer Manager hereunder or as otherwise requested by the Companies.
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8. Additional Obligations of the Registrants.
a) Unless the Registrants terminate the Exchange Offer, the
Companies will prepare and file, as required by applicable
law, any and all necessary amendments or supplements to any of
the Exchange Offer Material, will promptly furnish to you true
and complete copies of each such amendment and supplement
within a reasonable period of time prior to the filing thereof
and will notify you as promptly as practicable of the same
becoming effective. The Registrants will not file any
amendment or supplement to the Registration Statement or the
Prospectus without first providing you a copy thereof a
reasonable time prior to such time as such materials are
proposed to be used and giving reasonable consideration to
your and your counsel's comments, if any thereon.
b) The Registrants will advise each of you as promptly as
practicable (confirming such advice in writing) of (i) the
time when the Registration Statement has become effective and
when any post-effective amendment thereto becomes effective,
(ii) the occurrence of any event, or the discovery of any
fact, the occurrence or existence of which it believes would
require the making of any change in any of the Exchange Offer
Material then being used or would cause any representation or
warranty contained in this Agreement to be untrue or
inaccurate in any material respect, (iii) any proposal or
requirement to make, amend or supplement any filing required
by the Securities Act, the Exchange Act, "blue sky" or other
U.S. and non-U.S. state securities laws or any Other Agency in
connection with the Exchange Offer or to make any filing in
connection with the Exchange Offer pursuant to any other
applicable law, rule or regulation, (iv) the issuance by the
Commission or any Other Agency of any comment or order or the
taking of any other action concerning the Registration
Statement, the Prospectus or the Exchange Offer (and, if in
writing, will furnish you with a copy thereof), (v) any
material developments in connection with the Exchange Offer,
including, without limitation, the commencement of any lawsuit
concerning the Exchange Offer, and (vi) any other information
relating to the Exchange Offer, the Exchange Offer Material or
this Agreement which you may from time to time reasonably
request. If at any time the Commission shall issue any order
suspending the effectiveness of the Registration Statement,
any U.S. and non-U.S. state securities commission or other
regulatory authority shall issue an order suspending the
qualification of the Securities or the New Notes under U.S.
and non-U.S. state securities or "blue sky" laws or any Other
Agency shall issue any order impeding the making or
consummation of the Exchange Offer, the Registrants shall
notify you of such order as promptly as practicable and shall
make reasonable effort to obtain the lifting or removal
thereof as soon as possible.
c) Prior to the issuance of the New Notes, the Registrants shall
(i) obtain the registration or qualification thereof under the
U.S. and non-U.S. securities or "blue sky" laws of such
jurisdictions as may be required for the
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consummation of the Exchange Offer and (ii) comply with any
requirements of the NASD, LSE and NYSE and any Other Agency
(together the "Exchanges") with respect to the Exchange Offer,
including with respect to the listing of the New Notes,
Broadband Exchange Notes and New Broadband Notes on the NYSE
and certain New Notes on the LSE, and shall furnish you with
preliminary and final forms of "blue sky" memoranda, if
applicable, evidencing such registration and qualification.
d) Until the Exchange Offer is completed or terminated, AT&T,
Comcast and Comcast Cable will deliver to you, promptly upon
their becoming available, copies of all financial statements,
reports, notices and proxy statements sent by AT&T, Comcast
and Comcast Cable to their security holders, and of all
current, regular and periodic reports filed by AT&T, Comcast
and Comcast Cable or any of their subsidiaries with any
securities exchange or with the Commission or any governmental
authority succeeding to any of the Commission's functions.
e) In making and consummating the Exchange Offer, AT&T will fully
comply in a timely manner in all material respects with the
applicable requirements of the Securities Act, the Exchange
Act and the Trust Indenture Act of 1939, as amended, and the
rules and regulations promulgated by the Commission thereunder
(the "Trust Indenture Act") and any applicable non-U.S. laws
and requirements.
f) AT&T, AT&T Comcast and Comcast Cable agree to make generally
available to their security holders as soon as practicable an
earnings statement that will satisfy the provisions of Section
11(a) of the Securities Act covering a twelve month period
beginning not later than the first day of AT&T's, AT&T
Comcast's and Comcast Cable's fiscal quarter next following
the effective date of the Registration Statement.
9. Additional Representations, Warranties and Covenants of the
Registrants.
a) AT&T represents and warrants to, and agrees with, you as
follows:
(i) Each of AT&T, Media One, TCI and Broadband (collectively,
the "AT&T Parties") is a corporation or limited liability company
incorporated or duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation,
as the case may be, with corporate or limited liability company power,
as the case may be, and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus;
and each of the AT&T Parties is duly qualified to transact business and
is in good standing in each jurisdiction in which the conduct of its
business or the ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified
or to be in good standing would not have a material adverse effect on
the business or financial condition of AT&T and all of its subsidiaries
taken as a whole.
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(ii) Each of the AT&T Parties has full corporate or limited
liability company power, as the case may be, and authority to take and
has duly taken all necessary corporate or limited liability company
action to authorize (A) the AT&T Transactions (as hereinafter defined),
(B) the execution and delivery of the supplemental indentures effecting
the proposed amendments described in the Exchange Offer Material (the
"Supplemental AT&T Indentures"), (C) in the case of MediaOne, TCI and
Broadband, the execution and delivery of the indenture pursuant to
which the New Broadband Notes and the Guarantees will be issued and in
which the Guarantees will be contained (the "New Broadband Indenture")
as described in the Exchange Offer Material and (D) the execution,
delivery and performance of this Agreement.
(iii) This Agreement has been duly authorized, executed and
delivered on behalf of each of the AT&T Parties and, assuming the due
authorization, execution and delivery of this Agreement by the other
parties hereto, this Agreement is the legal, valid and binding
obligation of each of the AT&T Parties enforceable against them in
accordance with its terms, except as enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws now or hereafter in effect relating
to creditors' rights generally and general principles of equity.
(iv) The Registrants that are AT&T Parties have filed the
Registration Statement with the Commission. The Exchange Offer Material
(other than (1) the filings and other materials of the Comcast Parties
incorporated by reference in the Prospectus, (2) the statements in the
Prospectus under the captions "Selected Financial Data of Comcast,"
"Selected Financial Data of Comcast Cable," "Description of the New
Broadband Notes and the Cable Guarantees" and "Other Indebtedness and
the Cross-Guarantees", (3) the statements in the Prospectus under the
caption "Risk Factors -- Risks Relating to the Business of AT&T
Comcast" except for the statements under the subheading " -- AT&T
Comcast, through Comcast, and Broadband face risks arising from their
and AT&T's relationship with At Home Corporation and US Airways Group
Inc." other than the fourth paragraph under such subheading, (4) the
statements relating to the Comcast Parties under the captions "Ratios
of Earnings to Fixed Charges" and "Pro Forma Ratio of Earnings to Fixed
Charges", (5) the financial statements included in the Prospectus
relating to the Comcast Parties, including the "Historical Comcast" and
"Pro Forma Adjustments" information included in the pro forma
information of AT&T Comcast, and (6) any other materials primarily
related to the Comcast Parties (collectively, the "Comcast Material"))
as of its date and the date hereof, complied or complies, as the case
may be, in all material respects with the applicable requirements of
the Securities Act, the Exchange Act, the Trust Indenture Act and any
Other Agency and the applicable rules and regulations of the Commission
thereunder. Each part of the Registration Statement (including the
material incorporated by reference therein but excluding the Comcast
Material) when such part became effective, did not contain any untrue
statement of a material fact or omit to state a material fact (other
than with respect to the Comcast Parties) required to be stated therein
or necessary to make
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the statements therein not misleading and as of the commencement and
the consummation of the Exchange Offer, none of the Exchange Offer
Material (other than the Comcast Material), as such Exchange Offer
Material has been amended or supplemented to such date, will contain
any untrue statement of a material fact or will omit to state a
material fact (other than with respect to the Comcast Parties) required
to be stated therein or necessary to make the statements made therein,
in the light of the circumstances under which they are made, not
misleading; provided, however, that no representation is made with
respect to (x) any statements contained in, or any matter omitted from,
the Exchange Offer Material in reliance upon and in conformity with
information furnished or confirmed in writing by you to the Registrants
expressly for use therein or (y) to that part of the Registration
Statement that constitutes the Statements of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act. The AT&T
Parties acknowledge that the only information furnished by or on behalf
of the Dealer Managers is the name, address and telephone number of the
Dealer Managers.
(v) The making and consummation of the Exchange Offer, the
exchange of the Broadband Eligible Notes for the Broadband Exchange
Notes, the exchange of the Broadband Exchange Notes for the New
Broadband Notes, the exchange of the AT&T Eligible Notes for the New
AT&T Notes, the execution and delivery of the Supplemental AT&T
Indentures and the New Broadband Indenture pursuant to the Exchange
Offer and the execution, delivery and performance of this Agreement, in
each case, only to the extent involving actions by the AT&T Parties
(collectively, the "AT&T Transactions") by each of the AT&T Parties,
assuming compliance by the Comcast Parties with their obligations under
this Agreement, complied or complies, as the case may be, in all
material respects with all applicable requirements of federal, state,
local and foreign law, including, without limitation, any applicable
regulations of the Commission any Other Agency, the rules and
regulations of the Exchanges and all applicable judgments, orders or
decrees; and no consent, authorization, approval, order, exemption,
registration, qualification or other action of, or filing with or
notice to, the Commission, any Other Agency or any Exchange is required
in connection with the execution, delivery and performance, as
applicable, of the AT&T Transactions by the AT&T Parties, other than
(i) such as may be required by the Securities Act, the Exchange Act or
the Trust Indenture Act and as may be required by the securities or
Blue Sky laws of the various states or the securities laws of non-U.S.
jurisdictions in connection with the AT&T Transactions, (ii) any such
consent, authorization, approval, order, exemption, registration,
qualification or other action or filing or notification as have already
been obtained or made or (iii) where the failure to obtain such
consent, authorization, approval, order, exemption, registration,
qualification or other action or filing or notification would not
materially adversely affect the ability of the AT&T Parties to execute,
deliver and perform this Agreement or to commence and consummate the
AT&T Transactions in accordance with their terms.
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(vi) The AT&T Transactions do not and will not (i) conflict
with or result in a violation of any of the provisions of the
certificate of incorporation or by-laws or equivalent organizational
documents of any of the AT&T Parties, (ii) conflict with or violate in
any material respect any law, rule, regulation, order, judgment or
decree applicable to the AT&T Parties or by which any property or asset
of any of the AT&T Parties or any of their subsidiaries is or may be
bound or (iii) result in a breach of any of the terms or provisions of,
or constitute a default (with or without due notice and/or lapse of
time) under, any material loan or credit agreement, indenture,
mortgage, note or other agreement or instrument to which any of the
AT&T Parties or any of their subsidiaries is a party or by which any of
them or any of their respective properties or assets is or may be
bound.
(vii) No stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose are pending or, to the knowledge of the AT&T Parties,
threatened by the Commission and no injunction suspending the offer,
issuance, delivery or exchange of the New Notes pursuant to the
Exchange Offer has been issued and no proceedings for that purpose are
pending or, to the knowledge of the AT&T Parties, have been threatened.
(viii) Since the respective dates as of which information is
given in the Exchange Offer Material (other than with respect to
Comcast Material), there has not been any material adverse change,
financial or otherwise, in the condition of the AT&T Parties from that
set forth in such Exchange Offer Material (other than with respect to
Comcast Material).
(ix) KPMG LLP and PricewaterhouseCoopers LLP, the accountants
who have certified, as the case may be, the financial statements and
supporting schedules of the AT&T Parties included or incorporated by
reference in the Exchange Offer Material, are independent public
accountants with respect to the AT&T Parties and their subsidiaries as
required by the Securities Act.
(x) The financial statements, together with the related
schedules and notes of the AT&T Parties, included or incorporated by
reference in the Exchange Offer Material, present fairly in all
material respects the combined financial position, results of
operations and changes in financial position of the AT&T Parties and
their subsidiaries on the basis stated in the Exchange Offer Material
or incorporated therein by reference as of the respective dates
indicated and for the respective periods specified; except as otherwise
stated therein, said financial statements and related schedules and
notes have been prepared in conformity with generally accepted
accounting principles applied on a consistent basis; and the other
financial and statistical information and data of the AT&T Parties
included or incorporated by reference in the Exchange Offer Material
is, in all material respects, fairly presented and prepared on a basis
consistent with such financial statements and derived from books and
records of the AT&T Parties, as applicable.
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(xi) The Broadband Exchange Notes, when executed,
authenticated and delivered in accordance with the terms of the AT&T
Indenture, will be the legal, valid and binding obligations of AT&T and
Broadband entitled to the benefits of the AT&T Indenture and
enforceable against AT&T and Broadband in accordance with their terms
except as enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and other similar laws now or
hereafter in effect relating to creditors' rights generally and general
principles of equity.
(xii) The New Broadband Notes, when executed, authenticated
and delivered in accordance with the terms of the New Broadband
Indenture, will be the legal, valid and binding obligations of
Broadband entitled to the benefits of the New Broadband Indenture and
enforceable against Broadband in accordance with their terms except as
enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws
now or hereafter in effect relating to creditors' rights generally and
general principles of equity.
(xiii) When the New Broadband Notes have been duly executed,
authenticated and delivered in accordance with the terms of the New
Broadband Indenture, the Guarantees will be the legal, valid and
binding obligations of the AT&T Parties that are Guarantors entitled to
the benefits of the New Broadband Indenture and enforceable against
them in accordance with their terms except as enforceability thereof
may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and other similar laws now or hereafter in
effect relating to creditors' rights generally and general principles
of equity.
(xiv) The New AT&T Notes, when executed, authenticated and
delivered in accordance with the terms of the AT&T Indenture will be
the legal, valid and binding obligations of AT&T entitled to the
benefits of the AT&T Indenture and enforceable against AT&T in
accordance with their terms except as enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other similar laws now or hereafter in effect relating
to creditors' rights generally and general principles of equity.
(xv) The Supplemental AT&T Indentures have been duly
authorized and, when executed and delivered by AT&T and Broadband, as
applicable, will be legal, valid and binding agreements of AT&T and
Broadband, as applicable, enforceable against them in accordance with
their terms except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar
laws now or hereafter in effect relating to creditors' rights generally
and general principles of equity. The form of the Supplemental AT&T
Indentures conform in all material respects to the requirements of, and
when filed in definitive form with the Commission will be qualified
under, the Trust Indenture Act.
11
(xvi) The New Broadband Indenture has been duly authorized
and, when executed and delivered by Broadband and the AT&T Parties that
are Guarantors, will be a legal, valid and binding agreement of
Broadband and such Guarantors enforceable against them in accordance
with its terms except as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other similar
laws now or hereafter in effect relating to creditors' rights generally
and general principles of equity. The form of the New Broadband
Indenture conforms in all material respects to the requirements of, and
when filed in definitive form with the Commission will be qualified
under the Trust Indenture Act.
(xvii) The statements in the Prospectus under the captions
"Description of the Note Amendment", "Description of the Broadband
Exchange Notes", and "Comparison of the New Broadband Notes and the
Broadband Exchange Notes" insofar as such statements constitute a
summary of the legal matters or documents referred to therein, fairly
present the information called for with respect to such legal matters
and documents
b) Comcast represents and warrants to, and agrees with, you as
follows:
(i) Each of Comcast, AT&T Comcast (but excluding Broadband and
its subsidiaries) and Comcast Cable (collectively, the "Comcast
Parties") is a corporation duly incorporated, validly existing and in
good standing under the laws of the jurisdiction of its incorporation,
with corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus
or, in the case of Comcast, in its reports filed with the Commission
pursuant to Section 13(a) of the Exchange Act; and each of the Comcast
Parties is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or the
ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or to be in good
standing would not have a material adverse effect on the business or
financial condition of Comcast and all of its subsidiaries taken as a
whole.
(ii) Each of the Comcast Parties, as the case may be, has full
corporate power and authority to take and has duly taken all necessary
corporate action to authorize (A) the Comcast Transactions (as
hereinafter defined) and (B) the execution and delivery of the New
Broadband Indenture and (C) the execution, delivery and performance of
this Agreement, in each case, by the applicable Comcast Parties.
(iii) This Agreement has been duly authorized, executed and
delivered on behalf of the Comcast Parties and, assuming the due
authorization, execution and delivery of this Agreement by the other
parties hereto, this Agreement is the legal, valid and binding
obligation of the Comcast Parties enforceable against them in
accordance with its terms, except as enforceability thereof may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and
12
other similar laws now or hereafter in effect relating to creditors'
rights generally and general principles of equity.
(iv) The Registrants that are Comcast Parties have filed the
Registration Statement with the Commission. The Exchange Offer Material
(other than (1) the filings and other materials of the AT&T Parties
incorporated by reference in the Prospectus, (2) the statements in the
Prospectus under the captions "Selected Financial Data of AT&T,"
"Summary Pro Forma Combined Condensed Financial Information of AT&T,"
"Selected Financial Data of AT&T Broadband Group," "Selected Financial
Data of Broadband," "Markets and Market Prices," "Risk Factors -- Risks
for AT&T Relating to the AT&T Comcast Transaction," "Risk Factors --
Risk Relating to the Business of AT&T Comcast -- AT&T Comcast, through
Comcast, and Broadband face risks arising from their and AT&T's
relationship with At Home Corporation and US Airways Group Inc." (other
than the fourth paragraph under such subheading), "Risk Factors --
Risks Relating to the Businesses of AT&T Consumer Services Group and
AT&T Business Services Group," "Description of the Note Amendment" and
"Description of the Broadband Exchange Notes", (3) the statements
relating to the AT&T Parties under the captions "Ratios of Earnings to
Fixed Charges" and "Pro Forma Ratio of Earnings to Fixed Charges", (4)
the financial statements included in the Prospectus relating to the
AT&T Parties, including the "Historical AT&T Broadband" information
included in the pro forma information of AT&T Comcast, and (5) any
other materials primarily related to the AT&T Parties (collectively,
the "AT&T Material")), as of its date and the date hereof, complied or
complies, as the case may be, in all material respects with the
applicable requirements of the Securities Act, the Exchange Act, the
Trust Indenture Act and any Other Agency and the applicable rules and
regulations of the Commission thereunder. Each part of the Registration
Statement (including the material incorporated by reference therein but
excluding the AT&T Material) when such part became effective, did not
contain any untrue statement of a material fact or omit to state a
material fact (other than with respect to the AT&T Parties) required to
be stated therein or necessary to make the statements therein not
misleading and as of the commencement and the consummation of the
Exchange Offer, none of the Exchange Offer Material (other than the
AT&T Material), as such Exchange Offer Material has been amended or
supplemented to such date, will contain any untrue statement of a
material fact or will omit to state a material fact (other than with
respect to the AT&T Parties) required to be stated therein or necessary
to make the statements made therein, in the light of the circumstances
under which they are made, not misleading; provided, however, that no
representation is made with respect to any (x) statements contained in,
or any matter omitted from, the Exchange Offer Material in reliance
upon and in conformity with information furnished or confirmed in
writing by you to the Registrants expressly for use therein or (y) to
that part of the Registration Statement that constitutes the Statements
of Eligibility and Qualification (Form T-1) under the Trust Indenture
Act. The Comcast Parties acknowledge that the only information
furnished by or on behalf of the Dealer Managers is the name, address
and telephone number of the Dealer Managers.
13
(v) The making and consummation of the Exchange Offer and the
mandatory exchange of Broadband Exchange Notes into the New Broadband
Notes, the execution and delivery of the New Broadband Indenture and
the execution, delivery and performance of this Agreement, in each
case, only to the extent involving actions by the Comcast Parties
(collectively, the "Comcast Transactions") by the Comcast Parties, as
the case may be, assuming compliance by the AT&T Parties with their
obligations under this Agreement, complied or complies, as the case may
be, in all material respects with all applicable requirements of
federal, state, local and foreign law, including, without limitation,
any applicable regulations of the Commission, any Other Agency, the
rules and regulations of the Exchanges and all applicable judgments,
orders or decrees; and no consent, authorization, approval, order,
exemption, registration, qualification or other action of, or filing
with or notice to, the Commission, any Other Agency or any Exchange is
required in connection with the execution, delivery and performance, as
applicable, of the Comcast Transactions by the Comcast Parties, other
than (i) such as may be required by the Securities Act, the Exchange
Act or the Trust Indenture Act and as may be required by the securities
or Blue Sky laws of the various states or the securities laws of
non-U.S. jurisdictions in connection with the Comcast Transactions,
(ii) any such consent, authorization, approval, order, exemption,
registration, qualification or other action or filing or notification
as have already been obtained or made or (iii) where the failure to
obtain such consent, authorization, approval, order, exemption,
registration, qualification or other action or filing or notification
would not materially adversely affect the ability of the Comcast
Parties to execute, deliver and perform this Agreement or to commence
and consummate the Comcast Transactions in accordance with their terms.
(vi) The Comcast Transactions do not and will not (i) conflict
with or result in a violation of any of the provisions of the
certificate of incorporation or by-laws of any of the Comcast Parties,
(ii) conflict with, or result in the acceleration of any obligation
under or in a breach of, or constitute a default under, any of the
provisions of any indenture, agreement or undertaking to which any of
the Comcast Parties or any of their subsidiaries is a party or by which
any of them is bound or to which any of their property or assets is
subject or (iii) contravene any federal, state or local law, rule or
regulation applicable to any of the Comcast Parties or any of their
subsidiaries, or any order applicable to any of them of any court or
any other governmental agency or instrumentality having jurisdiction
over it or any of their property.
(vii) No stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that
purpose are pending or, to the knowledge of the Comcast Parties,
threatened by the Commission and no injunction suspending the offer,
issuance, delivery or exchange of the New Notes pursuant to the
Exchange Offer has been issued and no proceedings for that purpose are
pending or, to the knowledge of the Comcast Parties, have been
threatened
14
(viii) Since the respective dates as of which information is given
in the Exchange Offer Material (other than AT&T Material), there has
not been any material adverse change, financial or otherwise, in the
condition of the Comcast Parties from that set forth in the Exchange
Offer Material (other than with respect to AT&T Material) or in
Comcast's reports filed with the Commission pursuant to Section 13(a)
of the Exchange Act.
(ix) Deloitte & Touche LLP, the accountants who have certified the
financial statements and supporting schedules of the Comcast Parties
included or incorporated by reference in the Exchange Offer Material,
are independent public accountants with respect to the Comcast Parties
and their subsidiaries as required by the Securities Act.
(x) The financial statements, together with the related schedules
and notes of the Comcast Parties, included or incorporated by reference
in the Exchange Offer Material, present fairly in all material respects
the combined financial position, results of operations and changes in
financial position of the Comcast Parties and their subsidiaries on the
basis stated in the Exchange Offer Material or incorporated therein by
reference as of the respective dates indicated and for the respective
periods specified; except as otherwise stated therein, said financial
statements and related schedules and notes have been prepared in
conformity with generally accepted accounting principles applied on a
consistent basis; and the other financial and statistical information
and data of the Comcast Parties included or incorporated by reference
in the Exchange Offer Material is, in all material respects, fairly
presented and prepared on a basis consistent with such financial
statements and derived from books and records of the Comcast Parties,
as applicable.
(xi) The Guarantees have been duly authorized and, when the New
Broadband Notes have been duly executed, authenticated and delivered in
accordance with the terms of the New Broadband Indenture, will be the
legal, valid and binding obligations of the Comcast Parties (other than
Comcast) entitled to the benefits of the New Broadband Indenture and
enforceable against them in accordance with their terms except as
enforceability thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar laws
now or hereafter in effect relating to creditors' rights generally and
general principles of equity.
(xii) The New Broadband Indenture has been duly authorized and,
when executed and delivered by the Comcast Parties (other than
Comcast), will be a legal, valid and binding agreement of Comcast
Parties (other than Comcast) enforceable against them in accordance
with its terms except as enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and other similar laws now or hereafter in effect relating to
creditors' rights generally and general principles of equity. The form
of the New Broadband Indenture conforms in all material respects to the
15
requirements of, and when filed in definitive form with the Commission
will be qualified under, the Trust Indenture Act.
(xiii) The statements in the Prospectus under "Description of the
New Broadband Notes and the Cable Guarantees" and "Comparison of the
New Broadband Notes and the Broadband Exchange Notes", insofar as such
statements constitute a summary of the legal matters or documents
referred to therein, fairly present the information called for with
respect to such legal matters and documents.
10. Conditions to Obligations of the Dealer Managers. Your obligations to
render services pursuant to this Agreement shall at all times be
subject, in your discretion, to the following conditions, it being
understood that each Dealer Manager may determine in its sole
discretion whether such conditions have been satisfied and may exercise
any rights or remedies with respect thereto without regard to whether
the other Dealer Managers have exercised their rights or remedies:
a) Each of the Registrants at all times shall have performed in all
material respects all of its obligations hereunder theretofore to
be performed.
b) All representations, warranties, covenants and other statements of
the Companies contained in this Agreement are now, at the
commencement of the Exchange Offer, and at all times during the
continuance and upon the consummation of the Exchange Offer, shall
be, true and correct in all material respects.
c) On the dates indicated in the exhibits referred to below, you
shall have received (i) an opinion addressed to you and dated such
date of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, with respect to the
matters set forth in Exhibit A, (ii) an opinion addressed to you
and dated such date of ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President- Law and
Secretary of AT&T, with respect to matters set forth in Exhibit B,
(iii) an opinion addressed to you and dated such date of ▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, Associate General Counsel of AT&T Broadband, with respect
to the matters set forth in Exhibit C, (iv) an opinion addressed
to you and dated such date of ▇▇▇▇▇▇ ▇. Block, Senior Vice
President and General Counsel of Comcast, with respect to the
matters set forth in Exhibit D, (v) an opinion addressed to you
and dated such date of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, with respect to the
matters set forth in Exhibit E, (vi) an opinion addressed to you
and dated such date of Dow, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇, with respect to
the matters set forth in Exhibit F and (vii) an opinion addressed
to you and dated such date of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ in the
form satisfactory to you.
d) On the date of the commencement of the Exchange Offer and on the
date of the consummation of the Exchange Offer, you shall have
received initial and bring-down letters, satisfactory in form and
substance to you and your counsel, dated as of the date of
delivery thereof and addressed to you, of (i)
16
PricewaterhouseCoopers LLP, independent certified public
accountants for AT&T and Broadband, containing statements and
information of the type ordinarily included in accountants'
comfort letters with respect to the financial statements and
certain financial information of AT&T and Broadband contained in
the Exchange Offer Material, (ii) KMPG LLP, independent public
accountants, to Liberty Media Corporation and AT&T Canada, Inc.
containing statements and information of the type ordinarily
included in accountants' comfort letters with respect to the
financial statements and certain financial information of such
companies contained in the Exchange Offer Material and (iii)
Deloitte & Touche LLP, independent certified public accountants
for Comcast, AT&T Comcast and Comcast Cable, containing statements
and information of the type ordinarily included in accountants'
comfort letters with respect to the financial statements and
certain financial information of such companies contained in the
Exchange Offer Material.
e) On the date of the commencement of the Exchange Offer and on the
date of the consummation of the Exchange Offer, you shall have
received a certificate signed by a Vice President or the Treasurer
of AT&T with respect to the AT&T Parties and a certificate signed
by a Vice President or the Treasurer of Comcast with respect to
the Comcast Parties that state, in each case, that (i) except as
reflected in or contemplated by the Registration Statement and the
Prospectus, since the respective dates as of which information is
given in the Registration Statement and the Prospectus there shall
not have been, at the time of such certificate, any material
adverse change, financial or otherwise, in the condition of the
AT&T Parties or the Comcast Parties, as the case may be, from that
set forth in the Registration Statement and the Prospectus or,
with respect to the Comcast Parties, Comcast's reports filed with
the Commission pursuant to Section 13(a) of the Exchange Act, (ii)
the representations and warranties of the AT&T Parties or the
Comcast Parties, as the case may be, herein shall be true at the
date of such certificate, (iii) the AT&T Parties or the Comcast
Parties, as the case may be, shall not have failed, at or prior to
the time of such certificate, as applicable, to have performed all
agreements herein contained which should have been performed by
the AT&T Parties or the Comcast Parties, as the case may be, at or
prior to such time.
f) It shall not have become unlawful under any law or regulation,
federal, state or local, for you to render services pursuant to
this Agreement, or to continue so to act, as the case may be.
11. Indemnification. The indemnity provisions are set forth in Exhibit G.
12. Reference to Dealer Managers. The Registrants agree that any reference
to you or your affiliates in any Exchange Offer Material, or any other
release, publication or communication to any party outside of the
Registrants, is subject to your prior approval (such approval not to be
unreasonably withheld). If you resign or are terminated prior to the
dissemination of any Exchange Offer Material or any other
17
release or communication, no reference shall be made therein to you
without your prior written permission (such permission not to be
unreasonably withheld).
13. Access to Information. In connection with your activities hereunder,
the Registrants agree to furnish you and your counsel with all
information concerning the Registrants that you reasonably deem
appropriate and agree to provide you with reasonable access to the
Companies' officers, directors, accountants, counsel, consultants and
other appropriate agents and representatives, it being understood that
you will be entitled to rely upon such information supplied by the
Companies' and such persons without assuming any responsibility for
independent investigation or verification thereof. No investigation
made or information obtained by you pursuant to this Section 13 shall
serve to limit the Participant's liability for any breach of its
representations, warranties or agreements hereunder.
14. Termination. This Agreement shall terminate upon the expiration,
termination or withdrawal of the Exchange Offer or, with respect to any
Dealer Manager, upon withdrawal by such Dealer Manager pursuant to
Section 4 hereof, it being understood that Sections 3, 5, 6, 8, 9, 11,
14, 18, 19, 20, 21 and 22 hereof shall survive any termination of this
Agreement.
15. Notices. All notices and other communications required or permitted to
be given under this Agreement shall be in writing and shall be given
(and shall be deemed to have been given upon receipt) by delivery in
person, by cable, by telecopy, by telegram, by telex or by registered
or certified mail (postage prepaid, return receipt requested) to the
applicable party at the addresses indicated below:
a) if to you:
CREDIT SUISSE FIRST BOSTON CORPORATION
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Liability Management Group
DEUTSCHE BANK SECURITIES INC.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Liability Management Group
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Liability Management Group
18
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Liability Management Group
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
Four World ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Liability Management Group
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Liability Management Group
with a copy to:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: Rise ▇. ▇▇▇▇▇▇, Esq.
b) if to the Registrants:
AT&T CORPORATION
▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President - Law and Secretary
AT&T BROADBAND CORP.
c/o AT&T Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President - Law and Secretary
MEDIAONE GROUP, INC.
c/o AT&T Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President - Law and Secretary
19
AT&T BROADBAND, LLC
c/o AT&T Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇/▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇, Vice President - Law and Secretary
AT&T COMCAST CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. Block, Esq.
COMCAST CORPORATION
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. Block, Esq.
COMCAST CABLE COMMUNICATIONS, INC.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Executive Vice President
with a copy to:
WACHTELL, LIPTON, ▇▇▇▇▇ & ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
and
▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇. Dallas, Esq.
16. Entire Agreement. This Agreement and the Fee Side Letters constitute
the entire agreement between the Companies, on the one hand, and the
Dealer Managers, on the other hand, with respect to the subject matter
hereof and supersedes all prior agreements and undertakings, both
written and oral, among the parties, or any of them, with respect to
the subject matter hereof.
20
17. Amendment. This Agreement may not be amended except in writing signed
by each party to be bound thereby.
18. Governing Law. The validity and interpretation of this Agreement shall
be governed by, and construed and enforced in accordance with, the laws
of the State of New York.
19. Waiver of Jury Trial. EACH OF THE COMPANIES HEREBY AGREES ON ITS OWN
BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS
SECURITY HOLDERS, TO WAIVE ANY RIGHT TO A TRIAL BY JURY WITH RESPECT TO
ANY CLAIM, COUNTER-CLAIM OR ACTION ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING,
WITHOUT LIMITATION, THE EXCHANGE OFFER).
20. Counterparts; Severability. This Agreement may be executed in two or
more separate counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Any term or provision of this Agreement which is invalid or
unenforceable in any jurisdiction, by any rule of law, or public
policy, shall, as to such jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. Upon such
determination that any term or provision is invalid, illegal or
unenforceable, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order
that the agreements contained herein may be performed as originally
contemplated to the fullest extent possible.
21. Parties in Interest. This Agreement, including rights to indemnity and
contribution hereunder, shall be binding upon and inure solely to the
benefit of each party hereto, any person indemnified under Section 11
hereof and their respective successors, heirs and assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer
upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
22. Tombstone. The Companies acknowledge that each of the Dealer Managers
may at its own expense place an announcement in such newspapers and
periodicals as it may choose (in addition to the announcement specified
in Section 6(c)), stating that such Dealer Manager has acted or is
acting as Dealer Manager and financial advisor to the Companies in
connection with the Exchange Offer.
23. Trading Activities. Each of the Companies acknowledges that, at any
given time, each of the Dealer Managers may trade the Securities, the
New Notes or other securities of any of the Companies for their own
account or for the accounts of their customers, and accordingly may
hold a long or short position in the Securities, the New Notes or other
securities of the Companies.
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24. Miscellaneous. The Dealer Managers do not provide accounting, tax or
legal advice. The Companies are authorized, subject to applicable law,
to disclose any and all aspects of the transactions contemplated by
this Agreement that are necessary to support any U.S. federal income
tax benefits expected to be claimed with respect to the Exchange Offer,
and all materials of any kind (including tax opinions and other tax
analyses) related to those benefits, without the Dealer Managers
imposing any limitation of any kind.
[Signature page follows]
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Please indicate your willingness to act as a Dealer Manager and your
acceptance of the foregoing provisions by signing in the space provided below
for that purpose and returning to us a copy of this Agreement so signed,
whereupon this Agreement and your acceptance shall constitute a binding
agreement between us.
Very truly yours,
AT&T CORP.
By:
--------------------------------
Name:
Title:
COMCAST CORPORATION
By:
--------------------------------
Name:
Title:
AT&T BROADBAND CORP.
By:
--------------------------------
Name:
Title:
MEDIAONE GROUP, INC.
By:
--------------------------------
Name:
Title:
AT&T BROADBAND, LLC
By:
--------------------------------
Name:
Title:
AT&T COMCAST CORPORATION
By:
--------------------------------
Name:
Title:
COMCAST CABLE COMMUNICATIONS, INC.
By:
--------------------------------
Name:
Title:
Accepted to and agreed as of the date first above written:
CREDIT SUISSE FIRST BOSTON CORPORATION
By:
--------------------------------
Name:
Title:
DEUTSCHE BANK SECURITIES INC.
By:
--------------------------------
Name:
Title:
By:
--------------------------------
Name:
Title:
▇▇▇▇▇▇▇, ▇▇▇▇▇ & CO.
By:
--------------------------------
Name:
Title:
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
By:
--------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. INCORPORATED
By:
--------------------------------
Name:
Title:
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
By:
--------------------------------
Name:
Title:
Schedule I
List of the Securities
Broadband Eligible Notes
------------------------
7.00% Notes due May 15, 2005
7.50% Notes due 2006
7.75% Notes due March 1, 2007
6.00% Notes due 2009
8.125% Debentures due January 15, 2022
8.125% Debentures due July 15, 2024
8.35% Debentures due 2025
8.625% Debentures due December 1, 2031
AT&T Eligible Notes
-------------------
5.625% Notes due 2004
6.75% Notes Due 2004
7.75% Medium-Term Notes, Series A Due May 15, 2025
8.00% Medium-Term Notes, Series A Due May 15, 2025
6.50% Notes due 2029
FRN Medium-Term Notes, Series A Due 2054
