Exhibit 4.1
SECOND SUPPLEMENTAL
INDENTURE
SECOND SUPPLEMENTAL INDENTURE dated as of August
31, 2009 (this “ Supplemental Indenture ”),
among Comcast Corporation, a Pennsylvania corporation (the “
Company ”), Comcast Cable Holdings, LLC, a Delaware
limited liability company, Comcast Cable Communications, LLC (f/k/a
Comcast Cable Communications, Inc.), a Delaware limited liability
company, Comcast MO Group, Inc., a Delaware corporation, Comcast MO
of Delaware, LLC (f/k/a Comcast MO of Delaware, Inc.), a Delaware
limited liability company (collectively the “
Guarantors ”), and The Bank of New York Mellon (f/k/a
The Bank of New York), as trustee (the “ Trustee
”).
WHEREAS, the Company is the issuer under the
Indenture, dated as of January 7, 2003, as supplemented by a First
Supplemental Indenture, dated as of March 25, 2003 (collectively,
the “ Original Indenture ” and together with
this Supplemental Indenture, the “ Indenture ”),
pursuant to which the Company issued, and the Trustee authenticated
and delivered certain securities which are, as of the date hereof,
outstanding (the “ Outstanding Securities ”) and
pursuant to which the Company may issue securities in the future
(the “ New Securities ,” and together with the
Outstanding Securities, the “ Securities
”);
WHEREAS, the Guarantors identified above along
with Comcast Cable Communications Holdings, Inc., a Delaware
corporation (the “ Non-Surviving Guarantor ”),
irrevocably, fully and unconditionally guaranteed, jointly and
severally, on an unsecured basis, the full and punctual payment
(whether at maturity, upon redemption, or otherwise) of the
principal and interest on, and all other amounts payable under,
each Security, and the full and punctual payment of all other
amounts payable by the Company under the Original
Indenture;
WHEREAS, as of the date hereof, the
Non-Surviving Guarantor has merged with and into Comcast Cable,
with Comcast Cable as the surviving entity;
WHEREAS, the Company and the Guarantors have
requested that the Trustee execute and deliver this Supplemental
Indenture to reflect the merger of the Non-Surviving Guarantor with
and into Comcast Cable, and all requirements necessary to make this
Supplemental Indenture a valid instrument in accordance with its
terms, and the execution and delivery of this Supplemental
Indenture have been duly authorized in all respects;
WHEREAS, pursuant to Section 7.01(g) of the
Indenture, the Company and the Trustee, may, without consent of the
Holders, when so authorized by the Board of Directors of the
Company, enter into a supplement to the Indenture to make any
change that does not adversely affect the rights of any
Holder;
NOW, THEREFORE, the Company, the Guarantors and
the Trustee do hereby supplement and amend the Original Indenture
pursuant to Section 7.01 without notice to or consent of any Holder
as follows:
ARTICLE 1
Definitions
Section 1.01
. Definitions.
Capitalized terms that are defined
in the preamble or the recitals hereto shall have such meanings
throughout