Exhibit
4.4


 


COMCAST
CORPORATION


 


Officers’
Certificate


 


[ ], 2017


 


Pursuant
to Section 2.03 of the Indenture dated as of September 18, 2013, by and among Comcast Corporation (the “Company”),
the guarantors named therein and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by
the First Supplemental Indenture dated as of November 17, 2015 (as amended, the “Indenture”), by and among
the Company, the guarantors named therein and the Trustee, and guaranteed on an unsecured and unsubordinated basis by Comcast
Cable Communications, LLC and NBCUniversal Media, LLC (the “Guarantors”), the undersigned officers of the Company
do hereby certify, in connection with the issuance of the Company’s $[ ] aggregate principal amount of 3.969% Notes
Due 2047 (the “2047 Notes”), $[ ] aggregate principal amount of 3.999% Notes Due 2049 (the “2049 Notes”)
and $[ ] aggregate principal amount of 4.049% Notes Due 2052 (the “2052 Notes,” and together with the 2047
and the 2049 Notes, the “Notes”), that the terms of the Notes are as follows:


 


	3.969%
    Notes Due 2047
	 
	Title:	3.969% Notes Due 2047
	 	 
	Aggregate Principal
    Amount at Maturity:	$[
]

	 	 
	Principal Payment Date:	November 1, 2047
	 	 
	Interest:	3.969%
	 	 
	Redemption:	The Company may at its
option redeem the 2047 Notes in whole or in part, at any time or from time to time prior to their maturity, on at least 15 days,
but not more than 60 days, prior notice transmitted to the registered address of each holder of the 2047 Notes, at the “Redemption
Price.” Prior to May 1, 2047 (the “2047 Par Call Date”), the Redemption Price is the greater of (i) 100% of
the principal amount of the 2047 Notes, and (ii) the sum of the present values of the principal amount of such notes and the scheduled
payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the 2047 Par
Call Date, in each case discounted 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 in the 2047 Notes) plus 20 basis points. On and after the 2047 Par Call Date,
the Redemption Price will equal 100% of the principal amount of such notes. In each case described in this paragraph, the Redemption
Price will include accrued and unpaid interest thereon to the date of redemption, and in each case described in this paragraph,
subject to the further description in the Prospectus dated [ ], 2017.




 






     



    


    

 


	 	 
	Additional Issuances:	The 2047 Notes need not be issued at the same
    time and the series may be reopened for issuance of an unlimited principal amount of additional 2047 Notes under this series.  Additional
    2047 Notes of this series may be consolidated with, and form a single series with, 2047 Notes then outstanding, including
    for purposes of determining whether the required percentage of the holders of record has given approval or consent to an amendment
    or waiver or joined in directing the Trustee to take certain actions on behalf of all holders; provided that if such additional
    2047 Notes are not fungible with the 2047 Notes then outstanding for U.S. federal income tax purposes, such additional 2047
    Notes will have one or more separate CUSIP numbers.
	 	 
	Conversion:	None
	 	 
	Sinking Fund:	None
	 	 
	Miscellaneous:	The terms of the 2047 Notes shall include such
    other terms as are set forth in the Form of Note Due 2047 attached hereto as Exhibit A.


 


 


	3.999%
    Notes Due 2049
	 
	Title:	3.999% Notes Due 2049
	 	 
	Aggregate Principal
    Amount at Maturity:	$[
]

	 	 
	Principal Payment Date:	November 1, 2049
	 	 
	Interest:	3.999%
	 	 
		 




 






     



    


    

 


	Redemption:	The Company may at its option redeem the 2049 Notes in whole or in part, at any time or from time to
    time prior to their maturity, on at least 15 days, but not more than 60 days, prior notice transmitted to the registered
    address of each holder of the 2049 Notes, at the “Redemption Price.” Prior to May 1, 2049 (the “2049 Par
    Call Date”), the Redemption Price is the greater of (i) 100% of the principal amount of the 2049 Notes, and (ii) the
    sum of the present values of the principal amount of such notes and the scheduled payments of interest thereon (exclusive of
    interest accrued to the date of redemption) from the redemption date to the 2049 Par Call Date, in each case discounted 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 in the 2049 Notes) plus 20 basis points. On and after the 2049 Par Call Date, the Redemption Price will equal
    100% of the principal amount of such notes. In each case described in this paragraph, the Redemption Price will include
    accrued and unpaid interest thereon to the date of redemption, and in each case described in this paragraph, subject to the
    further description in the Prospectus dated [ ], 2017.
	 	 
	Additional Issuances:	The 2049 Notes need not be issued at the same
    time and the series may be reopened for issuance of an unlimited principal amount of additional 2049 Notes under this series.  Additional
    2049 Notes of this series may be consolidated with, and form a single series with, 2049 Notes then outstanding, including
    for purposes of determining whether the required percentage of the holders of record has given approval or consent to an amendment
    or waiver or joined in directing the Trustee to take certain actions on behalf of all holders; provided that if such additional
    2049 Notes are not fungible with the 2049 Notes then outstanding for U.S. federal income tax purposes, such additional 2049
    Notes will have one or more separate CUSIP numbers.
	 	 
	Conversion:	None
	 	 
	Sinking Fund:	None
	 	 
	Miscellaneous:	The terms of the 2049
Notes shall include such other terms as are set forth in the Form of Note Due 2049 attached hereto as Exhibit B.



 






     



    


    

 


	4.049%
    Notes Due 2052
	 
	Title:	4.049% Notes Due 2052
	 	 
	Aggregate Principal
    Amount at Maturity:	$[
]

	 	 
	Principal Payment Date:	November 1, 2052
	 	 
	Interest:	4.049%
	 	 
	Redemption:	The Company may at its
option redeem the 2052 Notes in whole or in part, at any time or from time to time prior to their maturity, on at least 15 days,
but not more than 60 days, prior notice transmitted to the registered address of each holder of the 2052 Notes, at the “Redemption
Price.” Prior to May 1, 2052 (the “2052 Par Call Date”), the Redemption Price is the greater of (i) 100% of
the principal amount of the 2052 Notes, and (ii) the sum of the present values of the principal amount of such notes and the scheduled
payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the 2052 Par
Call Date, in each case discounted 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 in the 2052 Notes) plus 25 basis points. On and after the 2052 Par Call Date,
the Redemption Price will equal 100% of the principal amount of such notes. In each case described in this paragraph, the Redemption
Price will include accrued and unpaid interest thereon to the date of redemption, and in each case described in this paragraph,
subject to the further description in the Prospectus dated [ ], 2017.

	 	 
	Additional Issuances:	The 2052 Notes need not be issued at the same
    time and the series may be reopened for issuance of an unlimited principal amount of additional 2052 Notes under this series.  Additional
    2052 Notes of this series may be consolidated with, and form a single series with, 2052 Notes then outstanding, including
    for purposes of determining whether the required percentage of the holders of record has given approval or consent to an amendment
    or waiver or joined in directing the Trustee to take certain actions on behalf of all holders; provided that if such additional
    2052 Notes are not fungible with the 2052 Notes then outstanding for U.S. federal income tax purposes, such additional 2052
    Notes will have one or more separate CUSIP numbers.



 






     



    


    

 


	 	
	 	 
	Conversion:	None
	 	 
	Sinking Fund:	None
	 	 
	Miscellaneous:	The terms of the 2052
Notes shall include such other terms as are set forth in the Form of Note Due 2052 attached hereto as Exhibit C.



 


Each such officer has read and
understands the provisions of the Indenture and the definitions relating thereto. The statements made in this Officers’
Certificate are based upon the examination of the provisions of the Indenture and upon the relevant books and records of the Company.
In such officer’s opinion, he has made such examination or investigation as is necessary to enable such officer to express
an informed opinion as to whether or not the covenants and conditions precedent of such Indenture relating to the issuance and
authentication of the Notes have been complied with. In such officer’s opinion, such covenants and conditions precedent
have been complied with.


 




     



    


    


 


IN WITNESS
WHEREOF, the undersigned officers of the Company have duly executed this certificate as of the date first set forth above.


 


 


 


	 	By:	 
	 	 	Name: William E. Dordelman
	 	 	Title:   Senior Vice President
    and Treasurer



 


 


 

	 	By:	 
	 	 	Name: Arthur R. Block
	 	 	Title:   Executive Vice President,
    General Counsel and Secretary


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature
Page to Officers’ Certificate Pursuant to the Indenture]


 




     



    


    


 


EXHIBIT
A


 


[FORM OF
NOTE DUE 2047]


 


UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


COMCAST
CORPORATION


3.969%
Note Due 2047


 





	No. [ ]


	CUSIP No.: 20030N CC3









ISIN
No.: US20030NCC39


$[ ]


 


COMCAST CORPORATION,
a Pennsylvania corporation (the “Issuer”, which term includes any successor corporation), for value received
promises to pay to CEDE & CO. or registered assigns, the principal sum of $[                   ]
([                   ] Million
Dollars) on November 1, 2047.


 


Interest
Payment Dates: May 1 and November 1 (each, an “Interest Payment Date”), commencing on May 1, 2018.


 


Interest
Record Dates: April 15 and October 15 (each, an “Interest Record Date”).


 


Reference
is made to the further provisions of this Security contained herein, which will for all purposes have the same effect as if set
forth at this place.


 




     



    


    


 


IN WITNESS
WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile by its duly authorized officer under its corporate
seal.


 


	 	COMCAST CORPORATION	 
	 	 	 
	 	By: 		 
	 	 	Name:      William E. Dordelman	 
	 	 	Title:
       Senior Vice President and Treasurer	 



   


[Seal of Comcast Corporation]


 


 


Attest:


 





 


	 	 	 
	By:	 	 
		Name:	Arthur
                                         R. Block	 
		Title:	Executive
                                         Vice President, General Counsel and Secretary	 






 
























     



    


    


 


This is one
of the series designated herein and referred to in the within-mentioned Indenture.


 


Dated: [ ], 2017


 


	 	THE BANK
OF NEW YORK MELLON,	 
	 	as Trustee	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Authorized
Signatory	 



  




     



    


    


 


(REVERSE
OF SECURITY)


 


COMCAST CORPORATION


 


3.969% Note
Due 2047


 


1.           
Interest.


 


COMCAST CORPORATION,
a Pennsylvania corporation (the “Issuer”), promises to pay interest on the principal amount of this Security
at the rate per annum shown above. Cash interest on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from October 19, 2017. The Issuer will pay interest semi-annually in arrears on each
Interest Payment Date, commencing May 1, 2018. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Securities and on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful.


 


2.           
Method of Payment.


 


The Issuer
shall pay interest on the Securities (except defaulted interest) to the persons who are the registered Holders at the close of
business on the Interest Record Date immediately preceding the Interest Payment Date notwithstanding any transfer or exchange
of such Security subsequent to such Interest Record Date and prior to such Interest Payment Date. Holders must surrender Securities
to The Bank of New York Mellon (the “Trustee”) to collect principal payments. The Issuer shall pay principal
and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts
(“U.S. Legal Tender”). However, the payments of interest, and any portion of the principal (other than interest
payable at maturity or on any redemption or repayment date or the final payment of principal) shall be made by the Paying Agent,
upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed
to between the Issuer and the Paying Agent or the Issuer), directly to a Holder (by Federal funds wire transfer or otherwise)
if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment
will be so made and designating the bank account to which such payments shall be so made and in the case of payments of principal
surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed
principal amount of the Securities surrendered.


 


3.           
Paying Agent.


 


Initially,
the Trustee will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.


 






     



    


    

 


4.           
Indenture.


 


The Issuer
issued the Securities under an Indenture dated as of September 18, 2013, by and among the Issuer, the guarantors named therein
and the Trustee, as amended by the First Supplemental Indenture dated as of November 17, 2015, by and among the Issuer, the guarantors
named therein (the “Guarantors”) and the Trustee (as amended, the “Indenture”). Capitalized
terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
(the “TIA”), as in effect on the date of the Indenture until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to
the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and
the TIA for a statement of them. To the extent the terms of the Indenture and this Security are inconsistent, the terms of the
Indenture shall govern. This note is a “Security” and the notes are “Securities” under the
Indenture.


 


5.           
Guarantees.


 


Each Guarantor
has 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 of and interest on, and all other amounts payable under,
the Securities, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture, subject to certain
terms and conditions set forth in the Indenture.


 


6.           
Denominations; Transfer; Exchange.


 


The Securities
are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 in excess thereof. A Holder shall
register the transfer of or exchange Securities in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Securities or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption,
nor need the Issuer register the transfer or exchange any security selected for redemption in whole or in part.


 


7.           
Persons Deemed Owners.


 


The registered
Holder of a Security shall be treated as the owner of it for all purposes.


 


8.           
Unclaimed Funds.


 


If funds
for the payment of principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuer at its written request. After
that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.


 






    2 



    


    

 





 


9.           
Legal Defeasance and Covenant Defeasance.


 


The Issuer
and the Guarantors may be discharged from their respective obligations under the Securities and under the Indenture with respect
to the Securities except for certain provisions thereof, and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities, in each case upon satisfaction of certain conditions
specified in the Indenture.


 


10.           
Amendment; Supplement; Waiver.


 


Subject to
certain exceptions, the Securities and the provisions of the Indenture relating to the Securities may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding,
and any existing Default or Event of Default or compliance with certain provisions may be waived with the consent of the Holders
of a majority in aggregate principal amount of the Securities then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture and the Securities to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Securities in addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that
does not adversely affect the rights of any Holder of a Security.


 


11.           
Restrictive Covenants.


 


The Indenture
contains certain covenants that, among other things, limit the ability of the Issuer and the Guarantors to incur liens securing
indebtedness, or to enter into sale and leaseback transactions, and of the Issuer to merge or sell all or substantially all of
its assets. The limitations are subject to a number of important qualifications and exceptions. The Issuer must annually report
to the Trustee on compliance with such limitations.


 


12.           
Redemption.


 


The Issuer
will have the right at its option to redeem any of the Securities in whole or in part, at any time or from time to time prior
to their maturity, on at least 15 days, but not more than 60 days, prior notice transmitted to the registered address of each
Holder of the Securities, at the applicable Redemption Price.


 


“Redemption
Price” means (a) at any time prior to May 1, 2047 (the “Par Call Date”), the greater of (i) 100% of the
principal amount of such Securities and (ii) the sum of the present values of the principal amount of such Securities and the
scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the
Par Call Date, in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points and (b) if the Securities are redeemed on
or after the Par Call Date, 100% of the principal amount of such Securities; plus, in each case, accrued and unpaid interest thereon
to the date of redemption.


 






    3 



    


    

 





 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming 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.


 


“Comparable
Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker
as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed calculated as if
the maturity date of such Securities were the applicable Par Call Date (the “Remaining Life”) 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 to the Remaining Life of such Securities.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Reference
Treasury Dealer” means each of Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC or their affiliates which are primary United States government
securities dealers and their respective successors; provided, however, that if any of the foregoing shall cease
to be a primary United States government securities dealer in the United States (a “Primary Treasury Dealer”),
the Issuer will substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in
case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 3:30 pm New York time on the third business day preceding such redemption date.


 


On and after
the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless
the Issuer defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Issuer
will deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an Interest
Payment Date) accrued interest to the redemption date on the Securities to be redeemed on such date. If less than all of the Securities
are to be redeemed, the Securities to be redeemed shall be selected by the


 






    4 



    


    

 


Trustee
by such method as the Trustee shall deem fair and appropriate (provided that Securities represented by a Global Security will
be selected for redemption by the Depositary in accordance with its standard procedures therefor).


 


13.           
Defaults and Remedies.


 


If an Event
of Default (other than certain bankruptcy Events of Default with respect to the Issuer or any of the Guarantors) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Securities then outstanding may declare
all of the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture. If a bankruptcy
Event of Default with respect to the Issuer or any of the Guarantors occurs and is continuing, all the Securities shall be immediately
due and payable immediately in the manner and with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce the Indenture, the Securities or the Guarantees except
as provided in the Indenture. The Trustee is not obligated to enforce the Indenture, the Securities or the Guarantees unless it
has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Securities then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.


 


14.           
Trustee Dealings with Issuer.


 


The Trustee
under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Issuer as if it were not the Trustee.


 


15.           
No Recourse Against Others.


 


No stockholder,
director, officer, employee or incorporator, as such, of the Issuer, any Guarantor or any successor Person thereof shall have
any liability for any obligation under the Securities, the Guarantees or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the Securities.


 


16.           
Authentication.


 


This Security
shall not be valid until the Trustee manually signs the certificate of authentication on this Security.


 


17.           
Abbreviations and Defined Terms.


 


Customary
abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 






    5 



    


    

 


18.           
CUSIP Numbers.


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the accuracy
of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.


 


19.           
Governing Law.


 


The laws
of the State of New York shall govern the Indenture and this Security thereof.


 




    6 



    


    


 


ASSIGNMENT
FORM


 


I or we assign and transfer this
Security to


 




 


(Print or
type name, address and zip code of assignee or transferee)


 


 




 


(Insert Social
Security or other identifying number of assignee or transferee)


 


 


and irrevocably appoint_________________________________________
agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.


 


 


	Dated:	 	 	Signed: 	 	 
	 	 	 	 	(Signed exactly as name appears

                                                                   on
the other side of this Security)



	 



 


 


	Signature Guarantee: 	 	 
	 	Participant in a recognized
        Signature Guarantee


Medallion Program (or other signature
guarantor


program reasonably acceptable
to the Trustee)




	 



 











    7 



    


    

 


SCHEDULE
OF EXCHANGES OF NOTES


 


The following
exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:


 


	Date
of Exchange
	Amount
of decrease

in Principal Amount of this Global Security
	Amount
of increase

in Principal

Amount of this

Global Security
	Principal
Amount of

this Global Security

following such

decrease or increase 
	Signature
of authorized signatory of Trustee 

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 



    8 



    


    

 


EXHIBIT
B


 


[FORM OF
NOTE DUE 2049]


 


UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


COMCAST
CORPORATION


 


3.999%
Note Due 2049


 





	No. [ ]	CUSIP No.: 20030N CE9










ISIN
No.: US20030NCE94


$[ ]


 


COMCAST CORPORATION,
a Pennsylvania corporation (the “Issuer”, which term includes any successor corporation), for value received
promises to pay to CEDE & CO. or registered assigns, the principal sum of $[                   ]
([                   ] Million
Dollars) on November 1, 2049.


 


Interest
Payment Dates: May 1 and November 1 (each, an “Interest Payment Date”), commencing on May 1, 2018.


 


Interest
Record Dates: April 15 and October 15 (each, an “Interest Record Date”).


 


Reference
is made to the further provisions of this Security contained herein, which will for all purposes have the same effect as if set
forth at this place.


 




    	 



    	 



    

 





IN WITNESS
WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile by its duly authorized officer under its corporate
seal.


 


	 	COMCAST CORPORATION	 
	 	 	 
	 	By: 		 
	 	 	Name:      William E. Dordelman	 
	 	 	Title:
       Senior Vice President and Treasurer	 



   


[Seal of Comcast Corporation]


 


 


Attest:


 





 


	 	 	 
	By:	 	 
		Name:	Arthur
                                         R. Block	 
		Title:	Executive
                                         Vice President, General Counsel and Secretary	 






 





 






     


     

    

 


 


This is one
of the series designated herein and referred to in the within-mentioned Indenture.


 


Dated: [ ], 2017


 






	 	THE BANK
OF NEW YORK MELLON,	 
	 	as Trustee	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Authorized
Signatory	 



 




    	 



    	 



    

 


(REVERSE
OF SECURITY)


 


COMCAST CORPORATION


 


3.999% Note
Due 2049


 


1.           
Interest.


 


COMCAST CORPORATION,
a Pennsylvania corporation (the “Issuer”), promises to pay interest on the principal amount of this Security
at the rate per annum shown above. Cash interest on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from October 19, 2017. The Issuer will pay interest semi-annually in arrears on each
Interest Payment Date, commencing May 1, 2018. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Securities and on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful.


 


2.           
Method of Payment.


 


The Issuer
shall pay interest on the Securities (except defaulted interest) to the persons who are the registered Holders at the close of
business on the Interest Record Date immediately preceding the Interest Payment Date notwithstanding any transfer or exchange
of such Security subsequent to such Interest Record Date and prior to such Interest Payment Date. Holders must surrender Securities
to The Bank of New York Mellon (the “Trustee”) to collect principal payments. The Issuer shall pay principal
and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts
(“U.S. Legal Tender”). However, the payments of interest, and any portion of the principal (other than interest
payable at maturity or on any redemption or repayment date or the final payment of principal) shall be made by the Paying Agent,
upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed
to between the Issuer and the Paying Agent or the Issuer), directly to a Holder (by Federal funds wire transfer or otherwise)
if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment
will be so made and designating the bank account to which such payments shall be so made and in the case of payments of principal
surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed
principal amount of the Securities surrendered.


 


3.           
Paying Agent.


 


Initially,
the Trustee will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.


 






     



    


    

 


4.           
Indenture.


 


The Issuer
issued the Securities under an Indenture dated as of September 18, 2013, by and among the Issuer, the guarantors named therein
and the Trustee, as amended by the First Supplemental Indenture dated as of November 17, 2015, by and among the Issuer, the guarantors
named therein (the “Guarantors”) and the Trustee (as amended, the “Indenture”). Capitalized
terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
(the “TIA”), as in effect on the date of the Indenture until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to
the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and
the TIA for a statement of them. To the extent the terms of the Indenture and this Security are inconsistent, the terms of the
Indenture shall govern. This note is a “Security” and the notes are “Securities” under the
Indenture.


 


5.           
Guarantees.


 


Each Guarantor
has 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 of and interest on, and all other amounts payable under,
the Securities, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture, subject to certain
terms and conditions set forth in the Indenture.


 


6.           
Denominations; Transfer; Exchange.


 


The Securities
are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 in excess thereof. A Holder shall
register the transfer of or exchange Securities in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Securities or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption,
nor need the Issuer register the transfer or exchange any security selected for redemption in whole or in part.


 


7.           
Persons Deemed Owners.


 


The registered
Holder of a Security shall be treated as the owner of it for all purposes.


 


8.           
Unclaimed Funds.


 


If funds
for the payment of principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuer at its written request.


 






    2 



    


    

 


After
that, all liability of the Trustee and such Paying Agent with respect to such funds shall cease.


 


9.           
Legal Defeasance and Covenant Defeasance.


 


The Issuer
and the Guarantors may be discharged from their respective obligations under the Securities and under the Indenture with respect
to the Securities except for certain provisions thereof, and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities, in each case upon satisfaction of certain conditions
specified in the Indenture.


 


10.           
Amendment; Supplement; Waiver.


 


Subject to
certain exceptions, the Securities and the provisions of the Indenture relating to the Securities may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding,
and any existing Default or Event of Default or compliance with certain provisions may be waived with the consent of the Holders
of a majority in aggregate principal amount of the Securities then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture and the Securities to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Securities in addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that
does not adversely affect the rights of any Holder of a Security.


 


11.           
Restrictive Covenants.


 


The Indenture
contains certain covenants that, among other things, limit the ability of the Issuer and the Guarantors to incur liens securing
indebtedness, or to enter into sale and leaseback transactions, and of the Issuer to merge or sell all or substantially all of
its assets. The limitations are subject to a number of important qualifications and exceptions. The Issuer must annually report
to the Trustee on compliance with such limitations.


 


12.           
Redemption.


 


The Issuer
will have the right at its option to redeem any of the Securities in whole or in part, at any time or from time to time prior
to their maturity, on at least 15 days, but not more than 60 days, prior notice transmitted to the registered address of each
Holder of the Securities, at the applicable Redemption Price.


 


“Redemption
Price” means (a) at any time prior to May 1, 2049 (the “Par Call Date”), the greater of (i) 100% of the
principal amount of such Securities and (ii) the sum of the present values of the principal amount of such Securities and the
scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the
Par Call Date, in each case discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 20 basis points and (b) if the Securities are redeemed on
or after the Par Call Date, 100% of the principal amount of such Securities; plus, in each case, accrued and unpaid interest thereon
to the date of redemption.


 






    3 



    


    

 





 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming 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.


 


“Comparable
Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker
as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed calculated as if
the maturity date of such Securities were the applicable Par Call Date (the “Remaining Life”) 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 to the Remaining Life of such Securities.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Reference
Treasury Dealer” means each of Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC or their affiliates which are primary United States government
securities dealers and their respective successors; provided, however, that if any of the foregoing shall cease
to be a primary United States government securities dealer in the United States (a “Primary Treasury Dealer”),
the Issuer will substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in
case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 3:30 pm New York time on the third business day preceding such redemption date.


 


On and after
the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless
the Issuer defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Issuer
will deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an Interest
Payment Date) accrued interest to the redemption date on the Securities to be redeemed on such date. If less than all of the Securities
are to be redeemed, the Securities to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate (provided that Securities represented by a Global Security will
be selected for redemption by the Depositary in accordance with its standard procedures therefor).


 






    4 



    


    

 





 


13.           
Defaults and Remedies.


 


If an Event
of Default (other than certain bankruptcy Events of Default with respect to the Issuer or any of the Guarantors) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Securities then outstanding may declare
all of the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture. If a bankruptcy
Event of Default with respect to the Issuer or any of the Guarantors occurs and is continuing, all the Securities shall be immediately
due and payable immediately in the manner and with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce the Indenture, the Securities or the Guarantees except
as provided in the Indenture. The Trustee is not obligated to enforce the Indenture, the Securities or the Guarantees unless it
has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Securities then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.


 


14.           
Trustee Dealings with Issuer.


 


The Trustee
under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Issuer as if it were not the Trustee.


 


15.           
No Recourse Against Others.


 


No stockholder,
director, officer, employee or incorporator, as such, of the Issuer, any Guarantor or any successor Person thereof shall have
any liability for any obligation under the Securities, the Guarantees or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the Securities.


 


16.           
Authentication.


 


This Security
shall not be valid until the Trustee manually signs the certificate of authentication on this Security.


 


17.           
Abbreviations and Defined Terms.


 


Customary
abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 






    5 



    


    

 


18.           
CUSIP Numbers.


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the accuracy
of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.


 


19.           
Governing Law.


 


The laws
of the State of New York shall govern the Indenture and this Security thereof.


 




    6 



    


    

 


ASSIGNMENT
FORM


 


I or we assign and transfer this
Security to


 




 


(Print or
type name, address and zip code of assignee or transferee)


 


 




 


(Insert Social
Security or other identifying number of assignee or transferee)


 


 


and irrevocably appoint_________________________________________
agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.


 


 


	Dated:	 	 	Signed: 	 	 
	 	 	 	 	(Signed exactly as name appears

                                                                   on
the other side of this Security)



	 



 


 


	Signature Guarantee: 	 	 
	 	Participant in a recognized
        Signature Guarantee


Medallion Program (or other signature
guarantor


program reasonably acceptable
to the Trustee)




	 



 




    7 



    


    

 


SCHEDULE
OF EXCHANGES OF NOTES


 


The following
exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:


 


	Date
of Exchange
	Amount
of decrease

in Principal Amount of this Global Security
	Amount
of increase

in Principal

Amount of this

Global Security
	Principal
Amount of

this Global Security

following such

decrease or increase 
	Signature
of authorized signatory of Trustee 

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 



 



    8 



    


    

 


EXHIBIT
C


 


[FORM OF
NOTE DUE 2052]


 


UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS SECURITY
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


COMCAST
CORPORATION


4.049%
Note Due 2052


 





	No. [ ]	CUSIP
No.: 20030N CG4






ISIN
No.: US20030NCG43


$[      ]


 


COMCAST CORPORATION,
a Pennsylvania corporation (the “Issuer”, which term includes any successor corporation), for value received
promises to pay to CEDE & CO. or registered assigns, the principal sum of $[                   ]
([                   ] Million
Dollars) on November 1, 2052.


 


Interest
Payment Dates: May 1 and November 1 (each, an “Interest Payment Date”), commencing on May 1, 2018.


 


Interest
Record Dates: April 15 and October 15 (each, an “Interest Record Date”).


 


Reference
is made to the further provisions of this Security contained herein, which will for all purposes have the same effect as if set
forth at this place.


 




    	 



    	 



    

 


IN WITNESS
WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile by its duly authorized officer under its corporate
seal.


 


	 	COMCAST CORPORATION	 
	 	 	 
	 	By: 		 
	 	 	Name:      William E. Dordelman	 
	 	 	Title:
       Senior Vice President and Treasurer	 



  


[Seal of Comcast Corporation]


 


 


Attest:


 





 


	 	 	 
	By:	 	 
		Name:	Arthur
                                         R. Block	 
		Title:	Executive
                                         Vice President, General Counsel and Secretary	 






 




    	 



    	 



    

 


This is one
of the series designated herein and referred to in the within-mentioned Indenture.


 


Dated: [ ], 2017


 


	 	THE BANK
OF NEW YORK MELLON,	 
	 	as Trustee	 
	 	 	 
	 	 	 
	 	By: 	 	 
	 	 	Authorized
Signatory	 



 




    	 



    	 



    

 


(REVERSE
OF SECURITY)


 


COMCAST CORPORATION


 


4.049% Note
Due 2052


 


1.           
Interest.


 


COMCAST CORPORATION,
a Pennsylvania corporation (the “Issuer”), promises to pay interest on the principal amount of this Security
at the rate per annum shown above. Cash interest on the Securities will accrue from the most recent date to which interest has
been paid or, if no interest has been paid, from October 19, 2017. The Issuer will pay interest semi-annually in arrears on each
Interest Payment Date, commencing May 1, 2018. Interest will be computed on the basis of a 360-day year of twelve 30-day months.


 


The Issuer
shall pay interest on overdue principal from time to time on demand at the rate borne by the Securities and on overdue installments
of interest (without regard to any applicable grace periods) to the extent lawful.


 


2.           
Method of Payment.


 


The Issuer
shall pay interest on the Securities (except defaulted interest) to the persons who are the registered Holders at the close of
business on the Interest Record Date immediately preceding the Interest Payment Date notwithstanding any transfer or exchange
of such Security subsequent to such Interest Record Date and prior to such Interest Payment Date. Holders must surrender Securities
to The Bank of New York Mellon (the “Trustee”) to collect principal payments. The Issuer shall pay principal
and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts
(“U.S. Legal Tender”). However, the payments of interest, and any portion of the principal (other than interest
payable at maturity or on any redemption or repayment date or the final payment of principal) shall be made by the Paying Agent,
upon receipt from the Issuer of immediately available funds by 11:00 a.m., New York City time (or such other time as may be agreed
to between the Issuer and the Paying Agent or the Issuer), directly to a Holder (by Federal funds wire transfer or otherwise)
if the Holder has delivered written instructions to the Trustee 15 days prior to such payment date requesting that such payment
will be so made and designating the bank account to which such payments shall be so made and in the case of payments of principal
surrenders the same to the Trustee in exchange for a Security or Securities aggregating the same principal amount as the unredeemed
principal amount of the Securities surrendered.


 


3.           
Paying Agent.


 


Initially,
the Trustee will act as Paying Agent. The Issuer may change any Paying Agent without notice to the Holders.


 






     



    


    

 


4.           
Indenture.


 


The Issuer
issued the Securities under an Indenture dated as of September 18, 2013, by and among the Issuer, the guarantors named therein
and the Trustee, as amended by the First Supplemental Indenture dated as of November 17, 2015, by and among the Issuer, the guarantors
named therein (the “Guarantors”) and the Trustee (as amended, the “Indenture”). Capitalized
terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities include those stated
in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb)
(the “TIA”), as in effect on the date of the Indenture until such time as the Indenture is qualified under
the TIA, and thereafter as in effect on the date on which the Indenture is qualified under the TIA. Notwithstanding anything to
the contrary herein, the Securities are subject to all such terms, and Holders of Securities are referred to the Indenture and
the TIA for a statement of them. To the extent the terms of the Indenture and this Security are inconsistent, the terms of the
Indenture shall govern. This note is a “Security” and the notes are “Securities” under the
Indenture.


 


5.           
Guarantees.


 


Each Guarantor
has 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 of and interest on, and all other amounts payable under,
the Securities, and the full and punctual payment of all other amounts payable by the Issuer under the Indenture, subject to certain
terms and conditions set forth in the Indenture.


 


6.           
Denominations; Transfer; Exchange.


 


The Securities
are in registered form, without coupons, in denominations of $2,000 and multiples of $1,000 in excess thereof. A Holder shall
register the transfer of or exchange Securities in accordance with the Indenture. The Issuer may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or similar governmental charges
payable in connection therewith as permitted by the Indenture. The Issuer need not issue, authenticate, register the transfer
of or exchange any Securities or portions thereof for a period of fifteen (15) days before the mailing of a notice of redemption,
nor need the Issuer register the transfer or exchange any security selected for redemption in whole or in part.


 


7.           
Persons Deemed Owners.


 


The registered
Holder of a Security shall be treated as the owner of it for all purposes.


 


8.           
Unclaimed Funds.


 


If funds
for the payment of principal or interest remain unclaimed for two years, the Trustee and the Paying Agent will repay the funds
to the Issuer at its written request.


 






    2 



    


    

 


After that, all liability of the Trustee and such Paying Agent with respect to such funds
shall cease.


 


9.           
Legal Defeasance and Covenant Defeasance.


 


The Issuer
and the Guarantors may be discharged from their respective obligations under the Securities and under the Indenture with respect
to the Securities except for certain provisions thereof, and may be discharged from obligations to comply with certain covenants
contained in the Securities and in the Indenture with respect to the Securities, in each case upon satisfaction of certain conditions
specified in the Indenture.


 


10.           
Amendment; Supplement; Waiver.


 


Subject to
certain exceptions, the Securities and the provisions of the Indenture relating to the Securities may be amended or supplemented
with the written consent of the Holders of at least a majority in aggregate principal amount of the Securities then outstanding,
and any existing Default or Event of Default or compliance with certain provisions may be waived with the consent of the Holders
of a majority in aggregate principal amount of the Securities then outstanding. Without notice to or consent of any Holder, the
parties thereto may amend or supplement the Indenture and the Securities to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Securities in addition to or in place of certificated Securities or comply with any
requirements of the Commission in connection with the qualification of the Indenture under the TIA, or make any other change that
does not adversely affect the rights of any Holder of a Security.


 


11.           
Restrictive Covenants.


 


The Indenture
contains certain covenants that, among other things, limit the ability of the Issuer and the Guarantors to incur liens securing
indebtedness, or to enter into sale and leaseback transactions, and of the Issuer to merge or sell all or substantially all of
its assets. The limitations are subject to a number of important qualifications and exceptions. The Issuer must annually report
to the Trustee on compliance with such limitations.


 


12.           
Redemption.


 


The Issuer
will have the right at its option to redeem any of the Securities in whole or in part, at any time or from time to time prior
to their maturity, on at least 15 days, but not more than 60 days, prior notice transmitted to the registered address of each
Holder of the Securities, at the applicable Redemption Price.


 


“Redemption
Price” means (a) at any time prior to May 1, 2052 (the “Par Call Date”), the greater of (i) 100% of the
principal amount of such Securities and (ii) the sum of the present values of the principal amount of such Securities and the
scheduled payments of interest thereon (exclusive of interest accrued to the date of redemption) from the redemption date to the
Par Call Date, in each case discounted 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 and (b) if the Securities are redeemed on
or after the Par Call Date, 100% of the principal amount of such Securities; plus, in each case, accrued and unpaid interest thereon
to the date of redemption.


 






    3 



    


    

 





 


“Treasury
Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity
or interpolated (on a day count basis) of the Comparable Treasury Issue, assuming 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.


 


“Comparable
Treasury Issue” means the United States Treasury security or securities selected by an Independent Investment Banker
as having an actual or interpolated maturity comparable to the remaining term of the Securities to be redeemed calculated as if
the maturity date of such Securities were the applicable Par Call Date (the “Remaining Life”) 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 to the Remaining Life of such Securities.


 


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the Issuer.


 


“Comparable
Treasury Price” means, with respect to any redemption date, (i) the average of the Reference Treasury Dealer Quotations
for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (ii) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.


 


“Reference
Treasury Dealer” means each of Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Citigroup Global Markets
Inc., Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC or their affiliates which are primary United States government
securities dealers and their respective successors; provided, however, that if any of the foregoing shall cease
to be a primary United States government securities dealer in the United States (a “Primary Treasury Dealer”),
the Issuer will substitute therefor another Primary Treasury Dealer.


 


“Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average,
as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in
case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury
Dealer at 3:30 pm New York time on the third business day preceding such redemption date.


 


On and after
the redemption date, interest will cease to accrue on the Securities or any portion of the Securities called for redemption (unless
the Issuer defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Issuer
will deposit with the Trustee money sufficient to pay the redemption price of and (unless the redemption date shall be an Interest
Payment Date) accrued interest to the redemption date on the Securities to be redeemed on such date. If less than all of the Securities
are to be redeemed, the Securities to be redeemed shall be selected by the Trustee
by such method as the Trustee shall deem fair and appropriate (provided that Securities represented by a Global Security will
be selected for redemption by the Depositary in accordance with its standard procedures therefor).


 






    4 



    


    

 





 


13.           
Defaults and Remedies.


 


If an Event
of Default (other than certain bankruptcy Events of Default with respect to the Issuer or any of the Guarantors) occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of Securities then outstanding may declare
all of the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture. If a bankruptcy
Event of Default with respect to the Issuer or any of the Guarantors occurs and is continuing, all the Securities shall be immediately
due and payable immediately in the manner and with the effect provided in the Indenture without any notice or other action on
the part of the Trustee or any Holder. Holders of Securities may not enforce the Indenture, the Securities or the Guarantees except
as provided in the Indenture. The Trustee is not obligated to enforce the Indenture, the Securities or the Guarantees unless it
has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of
a majority in aggregate principal amount of the Securities then outstanding to direct the Trustee in its exercise of any trust
or power. The Trustee may withhold from Holders of Securities notice of certain continuing Defaults or Events of Default if it
determines that withholding notice is in their interest.


 


14.           
Trustee Dealings with Issuer.


 


The Trustee
under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise
deal with the Issuer as if it were not the Trustee.


 


15.           
No Recourse Against Others.


 


No stockholder,
director, officer, employee or incorporator, as such, of the Issuer, any Guarantor or any successor Person thereof shall have
any liability for any obligation under the Securities, the Guarantees or the Indenture or for any claim based on, in respect of
or by reason of, such obligations or their creation. Each Holder of a Security by accepting a Security waives and releases all
such liability. The waiver and release are part of the consideration for the issuance of the Securities.


 


16.           
Authentication.


 


This Security
shall not be valid until the Trustee manually signs the certificate of authentication on this Security.


 


17.           
Abbreviations and Defined Terms.


 


Customary
abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 






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18.           
CUSIP Numbers.


 


Pursuant
to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers
to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the accuracy
of such numbers as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.


 


19.           
Governing Law.


 


The laws
of the State of New York shall govern the Indenture and this Security thereof.


 




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ASSIGNMENT
FORM


 


I or we assign and transfer this
Security to


 




 


(Print or
type name, address and zip code of assignee or transferee)


 


 




 


(Insert Social
Security or other identifying number of assignee or transferee)


 


 


and irrevocably appoint_________________________________________
agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him.


 


 


	Dated:	 	 	Signed: 	 	 
	 	 	 	 	(Signed exactly as name appears

                                                                   on
the other side of this Security)



	 



 


 


	Signature Guarantee: 	 	 
	 	Participant in a recognized
        Signature Guarantee


Medallion Program (or other signature
guarantor


program reasonably acceptable
to the Trustee)




	 



   




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SCHEDULE
OF EXCHANGES OF NOTES


 


The following
exchanges of a part of this Global Security for certificated Notes or a part of another Global Security have been made:


 


	Date
        of Exchange
	Amount
        of decrease

        in Principal Amount of this Global Security
	Amount
        of increase

        in Principal

        Amount of this

        Global Security
	Principal
        Amount of

        this Global Security

        following such

        decrease or increase
	Signature
        of authorized signatory of Trustee 

	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 






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