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|CCO HOLDINGS LLC filed this Form 8-K12B on 05/24/2016|
THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE between TIME WARNER CABLE INC., a Delaware corporation (the Company), TWC NEWCO LLC, a Delaware limited liability company (NewCo), and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation, as trustee (the Trustee), is made and entered into as of May 18, 2016.
WHEREAS, the Company, TW NY Cable Holding Inc. (TW NY), Time Warner Entertainment Company, L.P. (TWE), a Delaware limited partnership, and the Trustee have heretofore executed and delivered an Indenture, dated as of April 9, 2007, as supplemented by a First Supplemental Indenture dated as of April 9, 2007 and a Second Supplemental 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 the Companys 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 the Company shall not convey or transfer its properties and assets substantially as an entirety to any Person unless, among other things, the Person which acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety shall expressly assume, by an indenture supplemental thereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture (as supplemented from time to time) on the part of the Company to be performed or observed;
WHEREAS, Section 8.02 of the Indenture provides that upon any conveyance or transfer of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01 of the Indenture, the successor Person to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor had been named as the Company therein and that in the event of any such conveyance or transfer, the Company as the predecessor shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved, wound up or liquidated at any time thereafter;
WHEREAS, the Company 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 the Company and Charter on the terms and subject to the conditions set forth therein (the Merger);