UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 30, 2012

 

 

TIME WARNER CABLE INC.

(Exact name of registrant as specified in its charter)

 

 

 

                    Delaware                                            001-33335                                            84-1496755                     

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

60 Columbus Circle, New York, New York 10023

(Address of principal executive offices)         (Zip Code)

Registrant’s telephone number, including area code: (212) 364-8200

                             Not Applicable                            

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

On September 30, 2012 (the “Closing Date”), Time Warner Cable Inc. (the “Company”) and certain of its subsidiaries completed an internal reorganization to simplify its organizational structure (the “Restructuring”). As part of the Restructuring, on the Closing Date, Time Warner Entertainment Company, L.P. (“TWE”), an indirect wholly owned subsidiary of the Company, merged with and into Time Warner Cable Enterprises LLC (“TWCE”), a Delaware limited liability company and an indirect wholly owned subsidiary of the Company, with TWCE as the surviving entity.

Restructuring and Indebtedness

Second Supplemental Indenture

On, and effective as of, the Closing Date, the Company, TW NY Cable Holding Inc. (“TW NY”), a wholly owned subsidiary of the Company, TWCE, Time Warner Cable Internet Holdings II LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“TWC Internet Holdings II”), and The Bank of New York Mellon, as trustee (the “Trustee”), entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) to the Indenture, dated as of April 9, 2007, as amended, by and among the Company, TW NY, TWE and the Trustee (as so supplemented, the “TWC Indenture”), providing for (i) TWCE’s succession to, and assumption of all of the rights and obligations of, TWE as a guarantor under the TWC Indenture and the securities issued thereunder, and (ii) the addition of TWC Internet Holdings II as a guarantor under the TWC Indenture and the securities issued thereunder. As of the Closing Date, a total of $24.5 billion aggregate principal amount of debt securities are outstanding under the TWC Indenture. Pursuant to the TWC Indenture, TW NY, TWCE and TWC Internet Holdings II fully, unconditionally and irrevocably guarantee the payment of principal and interest on the debt securities issued by the Company thereunder.

Twelfth Supplemental Indenture

On, and effective as of, the Closing Date, the Company, TW NY, TWCE, TWC Internet Holdings II and the Trustee entered into the Twelfth Supplemental Indenture (the “Twelfth Supplemental Indenture”) to the Indenture, dated as of April 30, 1992, as amended, by and among TWE, the Company, TW NY and the Trustee (as so supplemented, the “TWCE Indenture”), providing for (i) TWCE’s succession to, and assumption of all of the rights and obligations of, TWE as issuer under the TWCE Indenture, and (ii) the addition of TWC Internet Holdings II as a guarantor under the TWCE Indenture. As of the Closing Date, a total of $2.350 billion aggregate principal amount of debt securities are outstanding under the TWCE Indenture (of which $350 million in aggregate principal amount matured and was repaid on October 1, 2012). Pursuant to the TWCE Indenture, TWCE succeeded to, and assumed all of the rights and obligations of, TWE as issuer of the debt securities under the TWCE Indenture, and the Company, TW NY and TWC Internet Holdings II fully, unconditionally and irrevocably guarantee the payment of principal and interest on the debt securities issued thereunder.

A copy of each of the Second Supplemental Indenture and the Twelfth Supplemental Indenture is attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.


$3.5 Billion Five-Year Revolving Credit Facility

On, and effective as of, the Closing Date, TWCE, TW NY and TWC Internet Holdings II entered into an amendment and joinder (the “Amendment and Joinder”) to the guarantee (the “Guarantee”), dated as of April 27, 2012, by TWE and TW NY in favor of Citibank, N.A., as administrative agent for the lenders, parties to the $3.5 billion five-year revolving credit agreement, dated as of April 27, 2012 (the “Credit Agreement”), among the Company, the Lenders, the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent thereunder. The Amendment and Joinder provides for (i) TWCE’s succession to, and assumption of, all of the rights and obligations of TWE as guarantor under the Guarantee, and (ii) TWC Internet Holdings II’s agreement to become a party to the Guarantee and its assumption of all of the rights and obligations of a guarantor thereunder. A copy of the Amendment and Joinder is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit

No.

  

Description

4.1    Second Supplemental Indenture, dated as of September 30, 2012, among Time Warner Cable Inc. (“the Company”), TW NY Cable Holding Inc. (“TW NY”), Time Warner Cable Enterprises LLC (“TWCE”), Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”) and The Bank of New York Mellon, as trustee (the “Trustee”).
4.2    Twelfth Supplemental Indenture, dated as of September 30, 2012, among TWCE, the Company, TW NY, TWC Internet Holdings II and the Trustee.
4.3    Amendment and Joinder to Guarantee, dated as of September 30, 2012, by TWCE, TW NY and TWC Internet Holdings II, in favor of Citibank, N.A., as Administrative Agent for the lenders, parties to the $3.5 billion five-year credit agreement, dated as of April 27, 2012, by and among, the Company, the lenders party thereto, Citibank, N.A. as Administrative Agent, BNP Paribas, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD., RBC Capital Markets, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, LTD. and The Royal Bank of Scotland plc, as Co-Documentation Agents.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

TIME WARNER CABLE INC.
By:   /s/ Marc Lawrence-Apfelbaum
  Name:   Marc Lawrence-Apfelbaum
  Title:   Executive Vice President, General Counsel and Secretary

Date: October 1, 2012


Exhibit Index

 

Exhibit

No.

  

Description

  
4.1    Second Supplemental Indenture, dated as of September 30, 2012, among Time Warner Cable Inc. (“the Company”), TW NY Cable Holding Inc. (“TW NY”), Time Warner Cable Enterprises LLC (“TWCE”), Time Warner Cable Internet Holdings II LLC (“TWC Internet Holdings II”) and The Bank of New York Mellon, as trustee (the “Trustee”).
4.2    Twelfth Supplemental Indenture, dated as of September 30, 2012, among TWCE, the Company, TW NY, TWC Internet Holdings II and the Trustee.
4.3    Amendment and Joinder to Guarantee, dated as of September 30, 2012, by TWCE, TW NY and TWC Internet Holdings II, in favor of Citibank, N.A., as Administrative Agent for the lenders, parties to the $3.5 billion five-year credit agreement, dated as of April 27, 2012, by and among, the Company, the lenders party thereto, Citibank, N.A. as Administrative Agent, BNP Paribas, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD., RBC Capital Markets, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, LTD. and The Royal Bank of Scotland plc, as Co-Documentation Agents.

Exhibit 4.1

TIME WARNER CABLE INC.,

TW NY CABLE HOLDING INC.

as Guarantor,

TIME WARNER CABLE ENTERPRISES LLC,

as Guarantor,

TIME WARNER CABLE INTERNET HOLDINGS II LLC,

as Guarantor,

and

THE BANK OF NEW YORK MELLON,

as Trustee

 

 

SECOND SUPPLEMENTAL INDENTURE

Dated as of September 30 , 2012

 

 

Supplemental to Indenture

Dated as of April 9 , 2007

 

 


TIME WARNER CABLE INC.

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE between TIME WARNER CABLE INC., a Delaware corporation (hereinafter called the “ Company ”), TW NY CABLE HOLDING INC., a Delaware corporation (“ TW NY ”), TIME WARNER CABLE ENTERPRISES LLC, a Delaware limited liability company (“ TWCE ”), TIME WARNER CABLE INTERNET HOLDINGS II LLC, a Delaware limited liability company (“ TWCIH II ”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation, as trustee (hereinafter called the “Trustee”), is made and entered into as of September 30, 2012.

WITNESSETH

WHEREAS, the Company, TW NY, Time Warner Entertainment Company, L.P., a Delaware limited partnership (“ TWE ”) and the Trustee have heretofore executed and delivered an Indenture, dated as of April 9, 2007, as amended by a First Supplemental Indenture dated as of April 9, 2007 (as so supplemented, the “ Indenture ”), providing for, among other things, (i) the issuance from time to time of the Company’s debentures, notes, bonds or other evidences of indebtedness (hereinafter called “ Securities ”) in one or more fully registered series and (ii) the guarantees of the Securities by TW NY and TWE;

WHEREAS, Section 8.01 of the Indenture provides that a Guarantor may not consolidate with or merge into any other Person unless among other things, the Person formed by such consolidation or into which such Guarantor is merged shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the performance of every covenant of the Indenture on the part of such Guarantor to be performed or observed;

WHEREAS, Section 9.01 of the Indenture provides that the Company may enter into one or more supplemental indentures for the purpose of adding additional guarantors in respect of the Securities;

WHEREAS, the Company, TW NY, TWCE and TWCIH II have duly authorized the execution and delivery of this Second Supplemental Indenture to (a) provide for the assumption of the obligations of TWE under its Guarantee by TWCE upon consummation of the merger of TWE with and into TWCE effective as of September 30, 2012 and (b) provide for the accession of TWCIH II to the Indenture as Guarantor;

WHEREAS, this Second Supplemental Indenture is being executed pursuant to and in accordance with Section 9.01 of the Indenture; and


WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company, TW NY, TWCE and TWCIH II in accordance with its terms have been done.

NOW THEREFORE:

In consideration of the premises provided for herein, the Company, TW NY, TWCE, TWCIH II and the Trustee mutually covenant and agree for the equal and proportionate benefit of all Holders of the Securities as follows:

ARTICLE ONE

INCORPORATION OF PREVIOUS DOCUMENTS

Section 101         Incorporation of Previous Documents.

This Second Supplemental Indenture is a supplemental indenture within the meaning of the Indenture and shall be read together therewith, and shall have the same effect as though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference.

Section 102         Definitions.

Except as otherwise expressly provided herein or unless the context otherwise requires, each capitalized term that is used in this Second Supplemental Indenture but not defined herein shall have the meaning specified in the Indenture. The terms “hereof,” “herein,” “hereunder” and other words of similar import refer to this Second Supplemental Indenture.

Section 103         Governing Law.

THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 104         Acceptance by Trustee.

The Trustee accepts the amendments to the Indenture effected by this Second Supplemental Indenture. Without limiting the generality of the foregoing, the Trustee assumes no responsibility for the correctness of the recitals or statements contained herein, which shall be taken as the statements of the parties hereto other than the Trustee and the Trustee shall not be responsible or accountable in any way whatsoever for or with respect to the validity or execution or sufficiency of this Second Supplemental Indenture and the Trustee makes no representation with respect thereto.


Section 105         Counterparts

This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

ARTICLE TWO

SUCCESSION TO INDENTURE

Upon consummation of the merger of TWE with and into TWCE, TWCE agrees to succeed to, and be substituted for, and may exercise every right and power of, TWE under the Indenture and the Guarantees with the same effect as if TWCE had been named as a Guarantor therein. TWCE hereby assumes the performance of every covenant of the Indenture and the Guarantees on the part of TWE to be performed or observed.

ARTICLE THREE

ADDITION OF TWCIH II AS A PARTY TO THE INDENTURE

By execution of this Second Supplemental Indenture, TWCIH II agrees that it shall be a party to, and shall be subject to, bound by and entitled to the benefits of, the Indenture, as supplemented by this Second Supplemental Indenture, as a Guarantor thereunder.

ARTICLE FOUR

AGREEMENT TO GUARANTEE

TWCE and TWCIH II each hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture including but not limited to Article XIII thereof.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.

 

TIME WARNER CABLE INC.

By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

TW NY CABLE HOLDING INC ., as Guarantor

By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

:

 

TIME WARNER CABLE ENTERPRISES LLC , as Guarantor
By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

TIME WARNER CABLE INTERNET HOLDINGS II LLC , as Guarantor
By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

THE BANK OF NEW YORK MELLON ,

as Trustee

By:   /s/ Beata Harvin
  Name:   Beata Harvin
  Title:   Vice President

Exhibit 4.2

 

 

TIME WARNER CABLE ENTERPRISES LLC,

TIME WARNER CABLE INC., as Guarantor

TW NY CABLE HOLDING INC., as Guarantor

AND

TIME WARNER CABLE INTERNET HOLDINGS II LLC,

as Guarantor

TO

THE BANK OF NEW YORK MELLON, as Trustee

 

 

Twelfth Supplemental Indenture

Dated as of September 30, 2012

 

 


TWELFTH SUPPLEMENTAL INDENTURE dated as of September 30, 2012 among TIME WARNER CABLE ENTERPRISES LLC, a Delaware limited liability company (“ TWCE ”), TIME WARNER CABLE INC., a corporation duly organized and existing under the laws of the State of Delaware (“ TWC ”), TW NY CABLE HOLDING INC., a corporation duly organized and existing under the laws of the State of Delaware (“ TW NY ”), TIME WARNER CABLE INTERNET HOLDINGS II LLC, a Delaware limited liability company (“ TWCIH II ”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a banking corporation duly organized and existing under the laws of New York, as Trustee (the “Trustee”).

RECITALS

Time Warner Entertainment Company, L.P., a Delaware limited partnership (“ TWE ”), TWC, TW NY and the Trustee are parties to an Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth Supplemental Indenture dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated as of September 29, 1997, a Seventh Supplemental Indenture dated as of December 29, 1997, an Eighth Supplemental Indenture dated as of December 9, 2003, a Ninth Supplemental Indenture dated as of November 1, 2004, a Tenth Supplemental Indenture dated as of October 18, 2006 and an Eleventh Supplemental Indenture dated as of November 2, 2006 (as so supplemented, the “ Indenture ”), providing for, among other things, (i) the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the “ Securitie s”), to be issued in one or more series as provided in the Indenture and (ii) the guaranties of the Securities by TWC and TW NY.

WHEREAS, Section 801 of the Indenture provides that TWE may not consolidate with or merge into any other Person unless among other things, the Person formed by such consolidation or into which TWE is merged shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance or observance of every covenant of the Indenture on the part of TWE to be performed or observed;

WHEREAS, Section 901 of the Indenture provides that TWE may enter into one or more supplemental indentures in order to make any provisions with respect to matters or questions arising under the Indenture, provided that such action does not adversely affect the interests of the Holders of the Securities of any series in any material respect;

WHEREAS, TWCE, TWC, TW NY and TWCIH II have duly authorized the execution and delivery of this Twelfth Supplemental Indenture to (a) provide for the assumption of the obligations of TWE under the Indenture by TWCE upon consummation of the merger of TWE with and into TWCE effective as of September 30, 2012 and (b) provide for the accession of TWICH II to the Indenture as Guarantor;


WHEREAS, this Twelfth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture; and

WHEREAS, all things necessary to make this Twelfth Supplemental Indenture a valid and binding agreement of TWCE, TWC, TW NY and TWCIH II have been done.

NOW, THEREFORE, WITNESSETH:

For and in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE ONE

INCORPORATION OF PREVIOUS DOCUMENTS

SECTION 101.        Incorporation of Previous Documents.

This Twelfth Supplemental Indenture is a supplemental indenture within the meaning of the Indenture and shall be read together therewith, and shall have the same effect as though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference.

SECTION 102.        Definitions.

Unless otherwise provided herein, the terms used herein shall have the meanings ascribed to such terms in the Indenture.

SECTION 103.        Governing Law.

This Twelfth Supplemental Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 104.        Trustee .

The Trustee makes no representation as to the validity or sufficiency of this Twelfth Supplemental Indenture, except as to the satisfaction of the Trustee with the form hereof. The recitals and statements herein are deemed to be those of the parties hereto other than the Trustee.


SECTION 105.        Counterparts .

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

ARTICLE TWO

SUCCESSION TO INDENTURE

Upon consummation of the merger of TWE with and into TWCE, TWCE agrees to succeed to, and be substituted for, and may exercise every right and power of, TWE under the Indenture and the Securities with the same effect as if TWCE had been named as an Obligor therein. TWCE hereby assumes the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance or observance of every covenant of the Indenture and the Securities on the part of TWE to be performed or observed.

ARTICLE THREE

ADDITION OF TWCIH II AS A PARTY TO THE INDENTURE

By execution of this Twelfth Supplemental Indenture, TWCIH II agrees that it shall be a party to, and shall be subject to, bound by and entitled to the benefits of, the Indenture, as supplemented by this Twelfth Supplemental Indenture, as a Guarantor thereunder.

ARTICLE FOUR

AGREEMENT TO GUARANTEE

TWCIH II hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Guarantee and in the Indenture.


IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Supplemental Indenture to be duly executed by their respective officers or agents as of the day and year first above written.

 

TIME WARNER CABLE ENTERPRISES LLC
By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

TIME WARNER CABLE INC., as Guarantor
By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

TW NY CABLE HOLDING INC., as Guarantor
By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

TIME WARNER CABLE INTERNET HOLDINGS II LLC, as Guarantor
By:   /s/ Matthew Siegel
  Name:   Matthew Siegel
  Title:   Senior Vice President and Treasurer

 

THE BANK OF NEW YORK MELLON, as Trustee
By:   /s/ Beata Harvin
  Name:   Beata Harvin
  Title:   Vice President

Exhibit 4.3

FIRST AMENDMENT AND JOINDER TO GUARANTEE

THIS FIRST AMENDMENT AND JOINDER TO GUARANTEE (this “ Amendment ”), dated as of September 30, 2012, amends and modifies that certain GUARANTEE, dated as of April 27, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “ Guarantee ”), by TW NY Cable Holding Inc., a Delaware corporation (“ TWNY ”), and Time Warner Entertainment Company, L.P., a Delaware limited partnership (“ TWE ”), in favor of Citibank, N.A., as administrative agent (in such capacity, the “ Administrative Agent ”) for the lenders (the “ Lenders ”) parties to the Five-Year Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), dated as of April 27, 2012, among Time Warner Cable Inc., a Delaware corporation (the “ Borrower ”), the Lenders, the Co-Syndication Agents parties thereto, the Co-Documentation Agents parties thereto and the Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Guarantee.

W I T N E S S E T H:

WHEREAS, the Borrower has completed an internal corporate reorganization that includes the consummation of a merger of TWE with and into Time Warner Cable Enterprises LLC, a Delaware limited liability company and wholly-owned subsidiary of the Borrower (“ TWCE ”), with TWCE as the surviving Person (the “ Merger ”);

WHEREAS, as a result of the Merger, TWCE has succeeded to all of the rights and obligations of TWE as a Guarantor under the Guarantee;

WHEREAS, as contemplated by the definition of “Guarantors” in the Credit Agreement, the Borrower has elected to add Time Warner Cable Internet Holdings II LLC, a Delaware limited liability company (“ TWC Internet Holdings II ”) as a Guarantor under the Guarantee; and

WHEREAS, the parties hereto have agreed to modify the Guarantee to evidence (i) TWCE’s succession to, and assumption of, all of the rights and obligations of TWE as a Guarantor under the Guarantee and (ii) TWC Internet Holdings II’s agreement to become a party to the Guarantee and its assumption of all of the rights and obligations of a Guarantor thereunder.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises contained herein, the parties hereto hereby agree as follows:


SECTION I

AMENDMENT AND JOINDER

1.1.     Amendment to the Guarantee .

(a) The preamble to the Guarantee is hereby amended by deleting the phrase “Time Warner Entertainment Company, L.P., a Delaware limited partnership (“ TWE ”)” and replacing it with the following:

“Time Warner Cable Enterprises LLC, a Delaware limited liability company (“ TWCE ”), as successor by merger to Time Warner Entertainment Company, L.P”

1.2.     Joinder to the Guarantee .  TWC Internet Holdings II hereby acknowledges, agrees and confirms that, by its execution of this Amendment, TWC Internet Holdings II shall be a Guarantor under the Guarantee and for purposes of the other Loan Documents and expressly assumes and accepts all of the rights and obligations of a Guarantor under the Guarantee as if had executed the Guarantee. TWC Internet Holdings II hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Guarantee.

SECTION II

MISCELLANEOUS

2.1.     Conditions to Effectiveness of Amendment .  This Amendment shall become effective as of the date first set forth above upon receipt by the Administrative Agent of counterparts of this Amendment duly executed and delivered by (i) TWNY, (ii) TWCE, (iii) TWC Internet Holdings II, and (iv) the Administrative Agent.

2.2.     Representations and Warranties .  Each of TWCE and TWC Internet Holdings II hereby represents and warrants to the Administrative Agent and each Lender that, as of the date hereof and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement (other than those set forth in Sections 3.04(c), 3.06, 3.09 and 3.10, as to which no representation or warranty is made) as they relate to TWCE and TWC Internet Holdings II, as the case may be, are true and correct in all material respects.

2.3.     Effect .  Except as expressly amended or modified hereby, all of the representations, warranties, terms, covenants and conditions of the Credit Documents shall remain unamended, unmodified and not waived and shall continue to be in full force and effect. This Amendment shall not constitute an amendment of any provision of the Guarantee not expressly referred to herein or any other Credit Documents and shall not be construed as a waiver or consent to any further or future action on the part of the Borrower or any Guarantor that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Guarantee are and shall remain in full force and


effect. On and after the effectiveness of this Amendment, each reference in the Guarantee to “this Guarantee”, “hereunder”, “hereof”, “herein”, or words of like import referring to the Guarantee, and each reference in the other Credit Documents to the “Guarantee”, “thereunder”, “thereof”, or words of like import referring to the Guarantee shall mean and be a reference to the Guarantee after giving effect to this Amendment.

2.4.     Consent of TWNY .  TWNY hereby consents to this Amendment, and to the amendments and modifications to the Guarantee pursuant hereto and acknowledges the effectiveness and continuing validity of its obligations under or with respect to the Guarantee, and its liability for the Obligations, pursuant to the terms thereof and that such obligations are without defense, setoff and counterclaim.

2.5.     Counterparts .  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile or electronic mail transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

2.6.     Severability .  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

2.7.     Integration .  This Amendment and the other Credit Documents represent the agreement of each Guarantor with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by any Guarantor, the Administrative Agent or any Lender relative to the subject matter hereof not reflected herein or in the other Credit Documents.

2.8.     GOVERNING LAW .  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

 

TW NY CABLE HOLDING INC.,
By:   /s/ Irene M. Esteves
  Name:   Irene M. Esteves
  Title:   Executive Vice President and Chief Financial Officer

 

TIME WARNER CABLE ENTERPRISES LLC
By:   /s/ Irene M. Esteves
  Name:   Irene M. Esteves
  Title:   Executive Vice President and Chief Financial Officer

 

TIME WARNER CABLE INTERNET HOLDINGS II LLC
By:   /s/ Irene M. Esteves
  Name:   Irene M. Esteves
  Title:   Executive Vice President and Chief Financial Officer

[SIGNATURE PAGE TO FIRST AMENDMENT AND JOINDER TO GUARANTEE]


CITIBANK, N.A., as Administrative Agent
By:   /s/ Michael Vondriska
  Name:   Michael Vondriska
  Title:   Vice President

 

[SIGNATURE PAGE TO FIRST AMENDMENT AND JOINDER TO GUARANTEE]