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EXHIBIT
1.1
COMCAST
CORPORATION
UNDERWRITING
AGREEMENT
STANDARD
PROVISIONS
(DEBT SECURITIES, WARRANTS,
PURCHASE CONTRACTS, UNITS AND GUARANTEES)
May 2, 2008
From time to time, Comcast
Corporation, a Pennsylvania corporation (the
“Company”), may, alone or together with Comcast Cable
Communications, LLC, Comcast Cable Communications Holdings, Inc.,
Comcast Cable Holdings, LLC, Comcast MO Group, Inc. and Comcast MO
of Delaware, LLC (formerly known as Comcast MO of Delaware, Inc.)
(collectively, the “Cable Guarantors”), enter into one
or more underwriting agreements that provide for the sale of
designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by
reference in any such underwriting agreement (an
“Underwriting Agreement”). The Underwriting Agreement,
including the provisions incorporated therein by reference, is
herein referred to as this Agreement. Terms defined in the
Underwriting Agreement are used herein as therein
defined.
The Company proposes to issue
from time to time (a) its senior debt securities
(“Senior Debt Securities”), (b) its subordinated
debt securities (“Subordinated Debt Securities” and
with the Senior Debt Securities, the “Debt
Securities”), (c) warrants (“Warrants”) and
(d) purchase contracts (“Purchase Contracts”)
requiring the holders thereof to purchase or sell
(i) securities of an entity unaffiliated with the Company, a
basket of such securities, an index or indices of such securities
or any combination of the above, (ii) currencies or composite
currencies or (iii) commodities. Debt Securities, Purchase
Contracts and Warrants or any combination thereof may be offered in
the form of Units (“Units”). As used herein, the term
“Debt Securities” includes prepaid Purchase Contracts.
The Debt Securities are to be guaranteed (the “Cable
Guarantees”) on an unsecured basis by the Cable Guarantors.
The Warrants, Purchase Contracts and Units may be guaranteed on an
unsecured basis by the Cable Guarantors to the extent described in
the Prospectus (as defined below) pursuant to a Guarantee Agreement
to be dated as of a date specified in the Underwriting Agreement
and executed and delivered by the Cable Guarantors and a trustee to
be named in the relevant prospectus supplement, as trustee (the
“Guarantee Trustee”) for the benefit of the holders
from time to time of the Offered Company Securities (the
“Additional Guarantee”).
The Company and the Cable
Guarantors have filed with the Securities and Exchange Commission
(the “Commission”) a registration statement including a
prospectus relating to the Debt Securities, Warrants, Purchase
Contracts, Units, Cable Guarantees and Additional Guarantees
(collectively, the “Securities”) and have filed with,
or transmitted for filing to, or shall promptly after the date of
the Underwriting Agreement file with or transmit for filing to, the
Commission a prospectus supplement (the “Prospectus
Supplement”) pursuant to Rule 424 under the Securities Act of
1933, as amended (the “Securities Act”), specifically
relating to the Securities offered pursuant to this Agreement (the
“Offered Company Securities” and the “Offered
Guarantees,” if any, and, together, the “Offered
Securities”). The term Registration Statement means the
registration statement as amended to the date of the Underwriting
Agreement including any additional registration statement filed by
the Company pursuant to Rule 462(b). The term Base Prospectus means
the prospectus included in the Registration Statement. The term
Prospectus means the Base Prospectus together with the Prospectus
Supplement. The term preliminary prospectus means a preliminary
prospectus supplement specifically relating to the Offered
Securities, together with the Base Prospectus. The term free
writing prospectus has the meaning set forth in Rule 405 under the
Securities Act. The term issuer free writing prospectus has the
meaning set forth in Rule 433 under the Securities Act. The term
Time of Sale Prospectus means the Base Prospectus and preliminary
prospectus, if any, together with any additional documents or other
information identified in Schedule I to the Underwriting Agreement.
As used herein, the terms “Base Prospectus,”
“Prospectus”, “preliminary prospectus” and
“Time of Sale Prospectus” shall include in each case
the documents, if any, incorporated by reference therein. As used
herein, the term “Applicable Time” means the time and
date at which the Underwriting Agreement is deemed to be executed
or such other time as agreed in writing by the Company and the
Managers. The terms “supplement,”
“amendment” and “amend” as used herein
shall include all documents deemed to be incorporated by reference
in the Prospectus that are filed subsequent to the date of the Base
Prospectus by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of this Agreement, “Issuers”
means the Company and includes the Cable Guarantors if Cable
Guarantees or an Additional Guarantee are offered pursuant to this
Agreement.
1. Representations and
Warranties. The Issuers, jointly and severally, represent and
warrant to each of the Underwriters as of the Applicable Time
that:
(i) The Registration
Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by
the Commission.
(ii) Each document filed or
to be filed pursuant to the Exchange Act and incorporated by
reference in the Time of Sale Prospectus or the Prospectus complied
or will comply when so filed in all material respects with the
Exchange Act and the rules and regulations of the Commission
thereunder.
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(iii) The Registration
Statement, the Time of Sale Prospectus and the Prospectus comply in
all material respects with the Securities Act and the rules and
regulations of the Commission thereunder and do not contain any
untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the
statements therein not misleading, except that the foregoing
representations and warranties do not apply to (a) that part
of the Registration Statement which shall constitute the Statement
of Eligibility of the Trustee on Form T-1 (the “Form
T-1”) or (b) statements or omissions in the Registration
Statement, the Time of Sale Prospectus or the Prospectus or any
amendment or supplement thereto based upon information furnished to
the Issuers in writing by any Underwriter through the Managers
expressly for use therein.
(iv) The Company is not an
“ineligible issuer” in connection with the offering
pursuant to Rules 164, 405 and 433 under the Securities Act. The
Company has not made, used, prepared, authorized, approved or
referred to any offer relating to the Offered Securities that would
constitute a free writing prospectus other than (a) any
written communications furnished in advance to the Managers;
(b) an electronic road show, if any, furnished to the Managers
before first use; or (c) free writing prospectuses identified
on Schedule I to the Underwriting Agreement, including the term
sheet as set forth in Schedule II to the Underwriting Agreement.
Any such free writing prospectus as of its issue date complied in
all material respects with the requirements of the Securities Act
and the rules and regulations thereunder and was filed with the
Commission in accordance with the Securities Act (to the extent
required pursuant to Rule 433(d) thereunder).
(v) The execution and
delivery by the Company of, and the performance by the Company of
its obligations under, this Agreement, the Senior Debt Indenture,
the Subordinated Debt Indenture, the Offered Securities, any
Warrants, any Purchase Contracts and any Units will not contravene
any provision of applicable law or the articles of incorporation or
by-laws of the Company or any agreement or other instrument binding
upon the
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Company or any of its
subsidiaries that is material to the Company and its consolidated
subsidiaries, taken as a whole, or any judgment, order or decree of
any governmental body, agency or court having jurisdiction over the
Company or any of its consolidated subsidiaries, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, the Senior Debt
Indenture, the Subordinated Debt Indenture, the Offered Securities
or any Warrants, except such as may be required by the securities
or blue sky laws of the various states in connection with the offer
and sale of the Offered Securities; provided, however , that
no representation is made as to whether the purchase of the Offered
Securities constitutes a “prohibited transaction” under
Section 406 of the Employee Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal Revenue Code
of 1986, as amended.
(vi) Neither the Company nor
any of its subsidiaries is (a) in violation of its articles of
incorporation or by-laws (or similar organizational documents) or
(b) in default in the performance or observance of any
obligation, covenant or condition contained in any contract, except
to the extent such default would not have a material adverse
effect.
(vii) There has not occurred
any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set forth
in the Time of Sale Prospectus (exclusive of any amendments or
supplements thereto effected subsequent to the date of the
Agreement).
(viii) There are no legal or
governmental proceedings pending or threatened to which the Company
or any of its consolidated subsidiaries is a party or to which any
of the properties of the Company or any of its consolidated
subsidiaries is subject that are required to be described in the
Registration Statement or the Time of Sale Prospectus and are not
so described or any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Time of Sale Prospectus or to be filed or
incorporated by reference as exhibits to the Registration Statement
that are not described, filed or incorporated as
required.
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(ix) Each of the Company and
its consolidated subsidiaries has all necessary consents,
authorizations, approvals, orders, certificates and permits of and
from, and has made all declarations and filings with, all federal,
state, local and other governmental authorities, all
self-regulatory organizations and all courts and other tribunals,
to own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Time of Sale
Prospectus, except to the extent that the failure to obtain or file
would not have a material adverse effect on the Company and its
consolidated subsidiaries, taken as a whole.
2. Public Offering. The
Issuers are advised by the Managers that the Underwriters propose
to make a public offering of their respective portions of the
Offered Securities as soon after this Agreement has been entered
into as in the Managers’ judgment is advisable. The terms of
the public offering of the Offered Securities are set forth in the
Time of Sale Prospectus and the Prospectus.
3. Purchase and Delivery.
Except as otherwise provided in this Section 3, payment for
the Offered Securities shall be made to the Company in Federal or
other funds immediately available in New York City at the time and
place set forth in the Underwriting Agreement, upon delivery to the
Managers for the respective accounts of the several Underwriters of
the Offered Securities registered in such names and in such
denominations as the Managers shall request in writing not less
than one full business day prior to the date of delivery, with any
transfer taxes payable in connection with the transfer of the
Offered Securities to the Underwriters duly paid.
4. Conditions to Closing. The
several obligations of the Underwriters hereunder are subject to
the following conditions:
(a) Subsequent to the
Applicable Time and prior to the Closing Date, there shall not have
occurred any downgrading, nor shall any notice have been given of
any intended or potential downgrading or of any review for a
possible change that does not indicate the direction of the
possible change, in the rating accorded any Issuer or any of the
securities of any Issuer by any “nationally recognized
statistical rating organization,” as such term is defined for
purposes of Rule 436(g)(2) under the Securities Act.
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(b) No stop order suspending
the effectiveness of the Registration Statement shall be in effect,
and no proceedings for such purpose shall be pending before or
threatened by the Commission, and there shall not have occurred any
change, or any development involving a prospective change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its consolidated subsidiaries, taken
as a whole, from that set forth in the Time of Sale Prospectus,
that, in the judgment of the Managers, is material and adverse and
that makes it, in the judgment of the Managers, impracticable to
market the Offered Securities on the terms and in the manner
contemplated in the Time of Sale Prospectus; and the Managers shall
have received, on the Closing Date, a certificate, dated the
Closing Date and signed by an executive officer of the Company, to
the foregoing effect. Such certificate will also provide that the
representations and warranties of the Company contained herein are
true and correct as of the Closing Date. The officer making such
certificate may rely upon the best of his knowledge as to
proceedings threatened.
(c) The Managers shall have
received on the Closing Date an opinion of Arthur R. Block,
Esquire, Senior Vice President, General Counsel and Secretary of
the Company (or another lawyer of the Company reasonably
satisfactory to the Underwriters), dated the Closing Date, to the
effect (as applicable) that:
(i) the Company has been duly
incorporated, is validly existing as a corporation subsisting under
the laws of the Commonwealth of Pennsylvania and is duly qualified
to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification (except where the failure to
so qualify would not have a material adverse effect upon the
business or financial condition of the Company and its
subsidiaries, as a whole);
(ii) all of the issued shares
of capital stock of each Cable Guarantor have been duly and validly
authorized and issued, are fully paid and non-assessable, and
(except for directors’ qualifying shares and except as
otherwise set forth in the Time of Sale Prospectus) are owned
directly and indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims (such counsel being
entitled to rely in respect of the opinion in this clause upon
opinions of local counsel and in respect of matters of fact upon
certificates of officers of the Company or its subsidiaries,
provided that such counsel shall state that he believes that both
the Managers and he are justified in relying upon such opinions and
certificates);
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(iii) the Company has an
authorized capitalization as set forth in the Time of Sale
Prospectus, and all of the issued shares of capital stock of the
Company have been duly and validly authorized and issued and are
fully paid and non-assessable;
(iv) each of the Senior
Indenture dated as of January 7, 2003 among the Company, the
Cable Guarantors (other than Comcast MO of Delaware, LLC) and The
Bank of New York, as trustee (the “Trustee”), as
amended by the First Supplemental Indenture dated as of
March 25, 2003 among the Company, the Cable Guarantors and the
Trustee (the “Senior Indenture”), and the Subordinated
Indenture to be dated as of a date indicated in a relevant
prospectus supplement (the “Subordinated Indenture”)
among the Company and the Cable Guarantors and The Bank of New
York, as trustee, has been duly authorized, executed and delivered
by the Company;
(v) the Warrant Agreement, if
any, has been duly authorized, executed and delivered by the
Company;
(vi) the Unit Agreement, if
any, has been duly authorized, executed and delivered by the
Company;
(vii) the Offered Company
Securities have been duly authorized by the Company;
(viii) this Agreement has
been duly authorized, executed and delivered by the
Company;
(ix) except as rights to
indemnity and contribution under this Agreement may be limited
under applicable law, the execution and delivery by each Issuer of,
and the performance by each Issuer of its obligations under, this
Agreement, the Senior Indenture, the Subordinated Indenture, the
Offered Securities, the Warrant Agreement, the Unit Agreement and
the Additional Guarantee, if any, will not contravene any provision
of applicable law of the United States (except with respect to laws
relating specifically to the cable communications industry, as to
which such counsel is not called upon to express any opinion),
Pennsylvania, or, to the best knowledge of
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such counsel, of any other
state or jurisdiction of the United States, or the articles of
incorporation or by-laws (or similar organizational document) of
any Issuer or, to the best knowledge of such counsel, any material
agreement or other material instrument binding upon such Issuer,
and, except for such permits or similar authorizations required
under the securities or Blue Sky laws of certain states or foreign
jurisdictions (as to which such counsel is not called upon to
express any opinion), no consent, approval or authorization of any
governmental body or agency of the United States (except with
respect to consents, approvals and authorizations relating
specifically to the cable communications industry, as to which such
counsel is not called upon to express any opinion), Pennsylvania,
or, to the best knowledge of such counsel, of any other state or
jurisdiction of the United States or of any foreign jurisdiction is
required for the performance by any Issuer of its obligations under
this Agreement, the Senior Indenture, the Subordinated Indenture,
the Offered Securities, the Warrant Agreement, the Unit Agreement
and the Additional Guarantee, if any;
(x) subject to such
qualification as may be set forth in the Time of Sale Prospectus,
the Company and its subsidiaries have, and are in material
compliance with, such franchises, and to the best knowledge of such
counsel after reasonable investigation, such licenses and
authorizations, as are necessary to own their cable communications
properties and to conduct their cable communications business in
the manner described in the Time of Sale Prospectus, except where
the failure to have, or comply with, such franchises, licenses and
authorizations would not have a material adverse effect on the
business or financial condition of the Company and its
subsidiaries, as a whole, and such franchises, licenses and
authorizations contain no materially burdensome restrictions not
adequately described in the Time of Sale Prospectus, which
restrictions would have a material adverse effect on the business
or financial condition of the Company and its subsidiaries, as a
whole;
(xi) the statements
(A) in Item 3 of the Company’s most recent Annual
Report on Form 10-K incorporated by reference in the Time of Sale
Prospectus, (B) in Part II, Item 1 under the caption
“Legal Proceedings” of the Company’s most recent
Quarterly Report on Form 10-Q incorporated by reference in the Time
of Sale Prospectus and (C) in the Registration Statement in
Item 15, insofar as
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such statements constitute a
summary of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to
such legal matters, documents and proceedings;
(xii) such counsel does not
know of any legal or governmental proceeding pending or threatened
to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its
subsidiaries is subject which is required to be described in the
Registration Statement or the Time of Sale Prospectus and is not so
described or of any contract or other document which is required to
be described in the Registration Statement or the Time of Sale
Prospectus or to be filed as an exhibit to the Registration
Statement which is not described or filed as required;
(xiii) the securities into
which the Offered Company Securities are convertible, initially
reserved for issuance upon conversion of the Offered Company
Securities (the “Underlying Securities”), have been
duly authorized and reserved for issuance; and
(xiv) when the Underlying
Securities are issued upon conversion of the Offered Company
Securities in accordance with the terms of the Offered Company
Securities, such Underlying Securities will be validly issued,
fully paid and non-assessable and will not be subject to any
preemptive or other right to subscribe for or purchase such
Underlying Securities.
Such counsel shall also state
that no facts have come to his attention that lead him to believe
(1) that the Registration Statement or any amendments thereto
(except for the financial statements and other financial or
statistical data included or incorporated by reference therein or
omitted therefrom and the Form T-1, as to which such counsel is not
called upon to express any belief), at the date such Registration
Statement or any amendment (or any part thereof) is considered to
have become effective as to the Underwriters pursuant to
Section 11(d) of the Securities Act and Rule 430B(f)
promulgated thereunder, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(2) that the Time of Sale Prospectus (except for the financial
statements and other financial or statistical data included or
incorporated by reference therein or omitted therefrom, as to which
such counsel is not called upon to express any belief), at the
Applicable Time, contained an untrue statement of a material fact
or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they are made, not misleading; (3) that the
Prospectus
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(except for the financial statements and
other financial or statistical data included or incorporated by
reference therein or omitted therefrom, as to which such counsel is
not called upon to express any belief), at the date of the
Underwriting Agreement or as amended or supplemented, if
applicable, at the Closing Date, contained or contains an untrue
statement of a material fact or omitted or omits to state a
material fact necessary in order to make statements therein, in the
light of the circumstances under which they are made, not
misleading; or (4) that the documents incorporated by
reference in the Prospectus (except for the financial statements
and other financial or statistical data included or incorporated by
reference therein or omitted therefrom, as to which such counsel is
not called upon to express any belief), as of the dates they were
filed with the Commission, contained an untrue stateme
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