TIMEWARNER CABLE ENTERPRISES LLC, TWC NEWCO LLC, as Guarantor, TW NYCABLE HOLDING INC., as Guarantor, TIME WARNER CABLE INTERNET HOLDINGS II LLC, as Guarantor, theguarantors named on Schedule I hereto and THE BANK OF NEW YORK MELLON, as Trustee ThirteenthSupplemental Indenture Dated as of May 18, 2016
Exhibit 4.4
EXECUTION VERSION
TIME WARNER CABLE ENTERPRISES LLC,
TWC NEWCO LLC,
as Guarantor,
TW NY CABLE HOLDING INC.,
as Guarantor,
TIME WARNER CABLE INTERNET HOLDINGS II LLC,
as Guarantor,
the guarantors named on Schedule I hereto
and
THE BANK OF NEW YORK MELLON,
as Trustee
Thirteenth Supplemental Indenture
Dated as of May 18, 2016
THIRTEENTH SUPPLEMENTAL INDENTURE dated as of May 18, 2016 among TIME WARNER CABLE ENTERPRISES LLC, a Delaware limited liability company (“TWCE”), TWC NEWCO LLC, a corporation duly organized and existing under the laws of the State of Delaware (“NewCo”), 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”), the guarantors named on Schedule I hereto (the “New Guarantors”) 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, an Eleventh Supplemental Indenture dated as of November 2, 2006 and a Twelfth Supplemented Indenture dated as of September 30, 2012 (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 “Securities”), 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 901(7) of the Indenture provides that TWE may enter into one or more supplemental indentures in order secure or guarantee any series of the Securities;
WHEREAS, TWCE, TWC, TW NY, TWCIH II and the New Guarantors have duly authorized the execution and delivery of this Thirteenth Supplemental Indenture to provide for the addition of new guarantors;
WHEREAS, Section 801 of the Indenture provides that a Restricted Party shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person unless, among other things, the Person which acquires by conveyance or transfer, or which leases, all or substantially all of the properties and assets of such Restricted Party shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities or, if Time Warner is a Restricted Party at the time of such transaction, the Time Warner Guaranty, as the case may be, and the performance or observance of every covenant of this Indenture on the part of such Restricted Party to be performed or observed;
WHEREAS, Section 802 of the Indenture provides that upon any consolidation of a Restricted Party with, or merger of a Restricted Party into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of a Restricted Party in accordance with Section 801, the successor Person formed by such consolidation or into which such Restricted Party is merged or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, such Restricted Party under this Indenture with the same effect as if such successor Person had been named as such Restricted Party herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities;
WHEREAS, TWC entered into that certain Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Charter Communications, Inc., a Delaware corporation (“Charter”), the Company, CCH I, LLC, a Delaware limited liability company (“New Charter”), Nina Corporation I, Inc., a Delaware corporation, Nina Company II, LLC, a Delaware limited liability company, and Nina Company III, LLC, a Delaware limited liability company, pursuant to which the parties will engage in a series of transactions that will result in New Charter becoming the public indirect parent company of TWC and Charter on the terms and subject to the conditions set forth therein (the “Merger”);
WHEREAS, in connection with the Merger, substantially concurrently with the execution of this Thirteenth Supplemental Indenture, TWC shall transfer all of its assets to NewCo (the “Asset Transfer”);
WHEREAS, TWC and NewCo have duly authorized the execution and delivery of this Thirteenth Supplemental Indenture to provide for the assumption of the obligations of TWC under the Indenture by NewCo upon consummation of the Asset Transfer effective as of May 18, 2016;
WHEREAS, this Thirteenth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture; and
WHEREAS, all things necessary to make this Thirteenth Supplemental Indenture a valid and binding agreement of TWCE, TWC, NewCo, TW NY, TWCIH II and the New Guarantors in accordance with its terms 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:
2
ARTICLE ONE
INCORPORATION OF PREVIOUS DOCUMENTS
| Section 1.01 | Incorporation of Previous Documents. |
This Thirteenth 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 1.02 | Definitions. |
Unless otherwise provided herein and specified in Article 3 below, the terms used herein shall have the meanings ascribed to such terms in the Indenture.
| Section 1.03 | Governing Law. |
This Thirteenth 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 1.04 | Trustee. |
The Trustee makes no representation as to the validity or sufficiency of this Thirteenth 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 1.05 | 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.
| Section 1.06 | Interpretation. |
This document shall not be used and is not intended to be used to interpret any other document or agreement other than the Indenture.
ARTICLE TWO
AGREEMENT TO GUARANTEE
By execution of this Thirteenth Supplemental Indenture, each of the New Guarantors will fully, irrevocably and unconditionally guarantee, to each Holder of Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Obligors under the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Obligors under the Indenture and the Securities; provided
3
that such guarantee shall terminate and be of no further force or effect and such New Guarantor shall be automatically released from all obligations hereunder and under the Indenture, any Securities and this guarantee upon receipt by the Trustee of an Officers’ Certificate certifying that at least one of the following conditions has been met:
(a) upon the occurrence of a Collateral Release Event;
(b) at such time as such New Guarantor is either (in all cases whether by repayment or otherwise): (A) not an issuer or guarantor of any item of Indebtedness for Borrowed Money and any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its guarantee); or (B) released or relieved as an issuer or guarantor of its obligations of an item of Indebtedness for Borrowed Money and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its guarantee);
(c) upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of (i) all or substantially all the assets of or (ii) any Equity Interests of the capital stock (including any sale, disposition or other transfer following which the applicable New Guarantor is no longer a Subsidiary), of such New Guarantor if such sale, disposition, exchange or other transfer is made in a manner not in violation of this Indenture;
(d) at such time such New Guarantor ceases to guarantee obligations (whether by repayment or otherwise) under the Credit Agreement or any replacement thereof; and
(e) upon the exercise of any legal defeasance option or covenant defeasance option under this Indenture or if any obligations relating to the Securities are discharged or defeased in accordance with the terms of this Indenture.
Unless otherwise defined herein, capitalized terms used in this Article 2 shall have the meanings ascribed to them in that certain Indenture dated July 23, 2015, as amended, supplemented and modified from time to time, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, mutatis mutandis.
The Trustee agrees to execute a supplemental indenture to evidence the release of any New Guarantor hereunder and any obligations under the Indenture upon the request of TWCE in compliance with Section 102 of the Indenture; provided that the release shall be effective whether or not such supplemental indenture is executed.
4
For the avoidance of doubt, none of the New Guarantors are Guarantors under the Indenture. The guarantee of the New Guarantors is granted solely pursuant to and in accordance with the terms set forth in this Article 2.
ARTICLE THREE
SUCCESSION TO INDENTURE
NewCo agrees that upon consummation of the Asset Transfer, it shall assume the Time Warner Guaranty, and succeed to, and be substituted for, and may exercise every right and power of, TWC under this Indenture with the same effect as if it had been named as TWC, and that TWC will be relieved of all obligations and covenants under this Indenture and the Securities.
[Signature page follows]
5
IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth 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/ Daniel J. Bollinger | |
| Name: | Daniel J. Bollinger | |
| Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | |
| TIME WARNER CABLE INC., as Guarantor | ||
| By: | /s/ Daniel J. Bollinger | |
| Name: | Daniel J. Bollinger | |
| Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | |
| TW NY CABLE HOLDING INC., as Guarantor | ||
| By: | /s/ Daniel J. Bollinger | |
| Name: | Daniel J. Bollinger | |
| Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | |
| TIME WARNER CABLE INTERNET HOLDINGS II LLC, as Guarantor | ||
| By: | /s/ Daniel J. Bollinger | |
| Name: | Daniel J. Bollinger | |
| Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | |
| THE GUARANTORS NAMED ON SCHEDULE I HERETO | ||
| By: | /s/ Daniel J. Bollinger | |
| Name: | Daniel J. Bollinger | |
| Title: | Vice President, Associate General Counsel and Assistant Corporate Secretary | |
[Signature Page to Thirteenth Supplemental Indenture]
| THE BANK OF NEW YORK MELLON, as Trustee | ||
| By: | /s/ Laurence J. O’Brien | |
| Name: | Laurence J. O’Brien | |
| Title: | Vice President | |
[Signature Page to Thirteenth Supplemental Indenture]
Schedule I
New Guarantors
Adcast North Carolina Cable Advertising, LLC
Alabanza LLC
America’s Job Exchange LLC
Coaxial Communications of Central Ohio LLC
DukeNet Communications Holdings, LLC
DukeNet Communications, LLC
ICI Holdings, LLC
Insight Blocker LLC
Insight Capital LLC
Insight Communications Company LLC
Insight Communications Company, L.P.
Insight Communications Midwest, LLC
Insight Communications of Central Ohio, LLC
Insight Communications of Kentucky, L.P.
Insight Interactive, LLC
Insight Kentucky Capital, LLC
Insight Kentucky Partners I, L.P.
Insight Kentucky Partners II, L.P.
Insight Midwest Holdings, LLC
Insight Midwest, L.P.
Insight Phone of Indiana, LLC
Insight Phone of Kentucky, LLC
Insight Phone of Ohio, LLC
Interactive Cable Services, LLC
Intrepid Acquisition LLC
NaviSite LLC
New Wisconsin Procurement LLC
Oceanic Time Warner Cable LLC
Parity Assets, LLC
Time Warner Cable Business LLC
Time Warner Cable Information Services (Alabama), LLC
Time Warner Cable Information Services (Arizona), LLC
Time Warner Cable Information Services (California), LLC
Time Warner Cable Information Services (Colorado), LLC
Time Warner Cable Information Services (Hawaii), LLC
Time Warner Cable Information Services (Idaho), LLC
Time Warner Cable Information Services (Illinois), LLC
Time Warner Cable Information Services (Indiana), LLC
Time Warner Cable Information Services (Kansas), LLC
Time Warner Cable Information Services (Kentucky), LLC
Time Warner Cable Information Services (Maine), LLC
Time Warner Cable Information Services (Massachusetts), LLC
Time Warner Cable Information Services (Michigan), LLC
Time Warner Cable Information Services (Missouri), LLC
Time Warner Cable Information Services (Nebraska), LLC
Time Warner Cable Information Services (New Hampshire), LLC
Time Warner Cable Information Services (New Jersey), LLC
Time Warner Cable Information Services (New Mexico) LLC
Time Warner Cable Information Services (New York), LLC
Time Warner Cable Information Services (North Carolina), LLC
Time Warner Cable Information Services (Ohio), LLC
Time Warner Cable Information Services (Pennsylvania), LLC
Time Warner Cable Information Services (South Carolina), LLC
Time Warner Cable Information Services (Tennessee), LLC
Time Warner Cable Information Services (Texas), LLC
Time Warner Cable Information Services (Virginia), LLC
Time Warner Cable Information Services (Washington), LLC
Time Warner Cable Information Services (West Virginia), LLC
Time Warner Cable Information Services (Wisconsin), LLC
Time Warner Cable International LLC
Time Warner Cable Internet Holdings III LLC
Time Warner Cable Internet Holdings LLC
Time Warner Cable Internet LLC
Time Warner Cable Media LLC
Time Warner Cable Midwest LLC
Time Warner Cable New York City LLC
Time Warner Cable Northeast LLC
Time Warner Cable Pacific West LLC
Time Warner Cable Services LLC
Time Warner Cable Southeast LLC
Time Warner Cable Sports LLC
Time Warner Cable Texas LLC
TWC Administration LLC
TWC Communications, LLC
TWC Digital Phone LLC
TWC Media Blocker LLC
TWC NewCo LLC
TWC News and Local Programming Holdco LLC
TWC News and Local Programming LLC
TWC Regional Sports Network I LLC
TWC Security LLC
TWC SEE Holdco LLC
TWC Wireless LLC
TWC/Charter Dallas Cable Advertising, LLC
TWCIS Holdco LLC
Wisconsin Procurement Holdco LLC
Bright House Networks, LLC
Bright House Networks Information Services (Alabama), LLC
Bright House Networks Information Services (California), LLC
9
Bright House Networks Information Services (Florida), LLC
Bright House Networks Information Services (Indiana), LLC
Bright House Networks Information Services (Michigan), LLC
BHN Spectrum Investments, LLC
BHN Home Security Services, LLC
American Cable Entertainment Company, LLC
Athens Cablevision, LLC
Ausable Cable TV, LLC
Bresnan Broadband Holdings, LLC
Bresnan Broadband of Colorado, LLC
Bresnan Broadband of Montana, LLC
Bresnan Broadband of Utah, LLC
Bresnan Broadband of Wyoming, LLC
Bresnan Communications, LLC
Bresnan Digital Services, LLC
Bresnan Microwave of Montana, LLC
Cable Equities Colorado, LLC
Cable Equities of Colorado Management LLC
CC 10, LLC
CC Fiberlink, LLC
CC Michigan, LLC
CC Systems, LLC
CC V Holdings, LLC
CC VI Fiberlink, LLC
CC VI Operating Company, LLC
CC VII Fiberlink, LLC
CC VIII Fiberlink, LLC
CC VIII Holdings, LLC
CC VIII Operating, LLC
CC VIII, LLC
CCO Fiberlink, LLC
CCO Holdco Transfers VII, LLC
CCO Holdings, LLC
CCO LP, LLC
CCO NR Holdings, LLC
CCO Purchasing, LLC
CCO SoCal I, LLC
CCO SoCal II, LLC
CCO SoCal Vehicles, LLC
CCO Transfers, LLC
Charter Advanced Services (AL), LLC
Charter Advanced Services (CA), LLC
Charter Advanced Services (CO), LLC
Charter Advanced Services (CT), LLC
Charter Advanced Services (GA), LLC
Charter Advanced Services (IL), LLC
10
Charter Advanced Services (IN), LLC
Charter Advanced Services (KY), LLC
Charter Advanced Services (LA), LLC
Charter Advanced Services (MA), LLC
Charter Advanced Services (MD), LLC
Charter Advanced Services (MI), LLC
Charter Advanced Services (MN), LLC
Charter Advanced Services (MO), LLC
Charter Advanced Services (MS), LLC
Charter Advanced Services (MT), LLC
Charter Advanced Services (NC), LLC
Charter Advanced Services (NE), LLC
Charter Advanced Services (NH), LLC
Charter Advanced Services (NV), LLC
Charter Advanced Services (NY), LLC
Charter Advanced Services (OH), LLC
Charter Advanced Services (OR), LLC
Charter Advanced Services (PA), LLC
Charter Advanced Services (SC), LLC
Charter Advanced Services (TN), LLC
Charter Advanced Services (TX), LLC
Charter Advanced Services (UT), LLC
Charter Advanced Services (VA), LLC
Charter Advanced Services (VT), LLC
Charter Advanced Services (WA), LLC
Charter Advanced Services (WI), LLC
Charter Advanced Services (WV), LLC
Charter Advanced Services (WY), LLC
Charter Advanced Services VIII (MI), LLC
Charter Advanced Services VIII (MN), LLC
Charter Advanced Services VIII (WI), LLC
Charter Advertising of Saint Louis, LLC
Charter Cable Operating Company, LLC
Charter Cable Partners, LLC
Charter Communications Entertainment I, LLC
Charter Communications Entertainment II, LLC
Charter Communications Entertainment, LLC
Charter Communications of California, LLC
Charter Communications Operating Capital Corp.
Charter Communications Operating, LLC
Charter Communications Properties LLC
Charter Communications V, LLC
Charter Communications Ventures, LLC
Charter Communications VI, L.L.C.
Charter Communications VII, LLC
Charter Communications, LLC
11
Charter Distribution, LLC
Charter Fiberlink - Alabama, LLC
Charter Fiberlink – Georgia, LLC
Charter Fiberlink – Illinois, LLC
Charter Fiberlink – Maryland II, LLC
Charter Fiberlink – Michigan, LLC
Charter Fiberlink – Missouri, LLC
Charter Fiberlink – Nebraska, LLC
Charter Fiberlink – Pennsylvania, LLC
Charter Fiberlink – Tennessee, LLC
Charter Fiberlink AR-CCVII, LLC
Charter Fiberlink CA-CCO, LLC
Charter Fiberlink CC VIII, LLC
Charter Fiberlink CCO, LLC
Charter Fiberlink CT-CCO, LLC
Charter Fiberlink LA-CCO, LLC
Charter Fiberlink MA-CCO, LLC
Charter Fiberlink MS-CCVI, LLC
Charter Fiberlink NC-CCO, LLC
Charter Fiberlink NH-CCO, LLC
Charter Fiberlink NV-CCVII, LLC
Charter Fiberlink NY-CCO, LLC
Charter Fiberlink OH-CCO, LLC
Charter Fiberlink OR-CCVII, LLC
Charter Fiberlink SC-CCO, LLC
Charter Fiberlink TX-CCO, LLC
Charter Fiberlink VA-CCO, LLC
Charter Fiberlink VT-CCO, LLC
Charter Fiberlink WA-CCVII, LLC
Charter Helicon, LLC
Charter Home Security, LLC
Charter Leasing Holding Company, LLC
Charter Leasing of Wisconsin, LLC
Charter RMG, LLC
Charter Stores FCN, LLC
Charter Video Electronics, LLC
Falcon Cable Communications, LLC
Falcon Cable Media, a California Limited Partnership
Falcon Cable Systems Company II, L.P.
Falcon Cablevision, a California Limited Partnership
Falcon Community Cable, L.P.
Falcon Community Ventures I Limited Partnership
Falcon First Cable of the Southeast, LLC
Falcon First, LLC
Falcon Telecable, a California Limited Partnership
Falcon Video Communications, L.P.
12
Helicon Partners I, L.P.
Hometown T.V., LLC
HPI Acquisition Co. LLC
Interlink Communications Partners, LLC
Long Beach, LLC
Marcus Cable Associates, L.L.C.
Marcus Cable of Alabama, L.L.C.
Marcus Cable, LLC
Midwest Cable Communications, LLC
Peachtree Cable TV, L.P.
Peachtree Cable TV, LLC
Phone Transfers (AL), LLC
Phone Transfers (CA), LLC
Phone Transfers (GA), LLC
Phone Transfers (NC), LLC
Phone Transfers (TN), LLC
Phone Transfers (VA), LLC
Plattsburgh Cablevision, LLC
Renaissance Media LLC
Rifkin Acquisition Partners, LLC
Robin Media Group, LLC
Scottsboro TV Cable, LLC
Tennessee, LLC
The Helicon Group, L.P.
Vista Broadband Communications, LLC
VOIP Transfers (AL), LLC
VOIP Transfers (CA) LLC
VOIP Transfers (GA), LLC
VOIP Transfers (NC), LLC
VOIP Transfers (TN), LLC
VOIP Transfers (VA), LLC
13
