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SEC Filings

424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 11/02/2016
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    pari passu in right of payment with all existing and future senior indebtedness of the Guarantors (including guarantees of obligations under the Charter Operating credit facility, the TWC LLC notes and debentures and the TWCE debentures);

 

    with respect to the Note Guarantees of the Subsidiary Guarantors, secured by liens on the Collateral on an equal and ratable basis with the obligations under the Charter Operating credit facilities, the TWC LLC notes and debentures, the TWCE debentures or guarantees thereof and any other first lien obligations, subject to certain permitted liens;

 

    with respect to the Note Guarantee of the Parent Guarantor, unsecured and effectively junior to any secured indebtedness of the Parent Guarantor to the extent of the value of the collateral securing such indebtedness;

 

    with respect to the Note Guarantees of the Subsidiary Guarantors, effectively senior to all existing and future unsecured indebtedness of the Subsidiary Guarantors and any future indebtedness of the Subsidiary Guarantors secured by a junior lien on the Collateral, in each case to the extent of the value of the Collateral securing the obligations under the Note Guarantees of the Subsidiary Guarantors;

 

    with respect to the Note Guarantees of the Subsidiary Guarantors, structurally subordinated to all existing and future indebtedness and other liabilities of each subsidiary of the Subsidiary Guarantors that does not guarantee the new notes; and

 

    senior in right of payment to all existing and future subordinated obligations of the Guarantors.

 

Security

The new notes and the Note Guarantees will be secured by a pari passu first lien security interest, subject to permitted liens, in the Issuers’ and the Guarantors’ assets that secure the obligations under the Charter Operating credit facilities. The new notes will share equally in the Collateral securing the obligations under the Charter Operating credit facilities. To the extent the collateral agent for the lenders under the Charter Operating credit facilities releases any liens in connection with foreclosure on or other exercise of remedies with respect to the Collateral, the liens on such Collateral securing the new notes and the Note Guarantees and all other Equally and Ratably Secured Indebtedness will also be released. In addition, if the liens on any Collateral securing the Credit Agreement (as defined below) are released, all of the liens on such Collateral securing the new notes will also be released to the extent that the liens on such Collateral securing all other Equally and Ratably Secured Indebtedness will also be released. See “Description of Notes—Collateral.”

 

Intercreditor Agreement

The collateral agent for the lenders under the Charter Operating credit facilities, the Collateral Agent and the trustee for the TWC LLC notes and debentures and the TWCE debentures have entered into a pari passu intercreditor agreement as to the relative priorities of their

 



 

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