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424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 11/02/2016
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The notes do not impose any limitations on our ability to incur additional debt or protect against certain other types of transactions.

While our other outstanding indebtedness may have some or all of these limitations, the indenture that will govern the notes does not restrict the future incurrence of unsecured indebtedness, guarantees or other obligations, nor does it limit our ability to make investments, to pay dividends and distributions, to our shareholders, to sell certain assets or to enter into “change of control” transactions. Additionally, the indenture that will govern the notes contains only certain limitations on our ability to incur liens. However, these limitations are subject to important exceptions. See “Description of Notes—Certain Covenants—Limitation on Liens.”

The notes and each Note Guarantee are structurally subordinated to present and future liabilities of non-guarantor subsidiaries of Charter Operating.

Substantially all of Charter Operating’s subsidiaries guarantee the notes. However, the notes are structurally subordinated to claims against any subsidiary of Charter Operating that does not guarantee the notes. Generally, claims of creditors of a non-guarantor subsidiary, including trade creditors and claims of preference shareholders (if any) of the subsidiary, will have priority with respect to the assets and earnings of the subsidiary over the claims of creditors of its parent entity, including claims by holders of the notes under the Note Guarantees. In the event of any foreclosure, dissolution, winding up, liquidation, administration, reorganization or other insolvency or bankruptcy proceeding of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to its parent entity as a shareholder. As such, the notes and each Note Guarantee will each be structurally subordinated to the creditors (including trade creditors) and preference shareholders (if any) of Charter Operating’s non-guarantor subsidiaries.

Holders of the notes will not control decisions regarding collateral.

The rights of the holders of the notes with respect to the collateral are subject to an intercreditor agreement (the “Intercreditor Agreement”) among all holders of obligations secured by that collateral on a first-priority basis, including the obligations under the Credit Agreement. Under the Intercreditor Agreement, the Applicable Authorized Representative, which is initially the administrative agent under the Credit Agreement, controls substantially all matters related to the collateral securing the notes pursuant to the terms of the Intercreditor Agreement (see “Description of Notes—Collateral—Intercreditor Arrangements”). The Applicable Authorized Representative may, in connection with an enforcement action, dispose of, release, or foreclose on, or take other actions with respect to, the collateral (including amendments of and waivers under the security documents) with which holders of the notes may disagree or that may be contrary to the interests of holders of the notes, even after a default under the notes. To the extent collateral is released from the lien securing the obligations under the Credit Agreement in connection with foreclosure or enforcement action, even if a default under the notes exists, liens securing the notes will also be released. If the liens on any collateral securing the obligations under the Credit Agreement are released, the liens on such collateral securing the obligations under the 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. In addition, the Intercreditor Agreement generally provides that the Applicable Authorized Representative may change, waive, modify or vary the security documents governing such liens without the consent of the holders of the notes (except under certain limited circumstances) and that the security documents governing the liens securing the notes will be automatically changed, waived and modified in the same manner (subject to certain limitations and exceptions).

Rights of the holders of the notes in the collateral may be adversely affected by the failure to perfect liens on certain collateral acquired in the future.

Applicable law requires that certain property and rights acquired after the grant of a general security interest, such as real property, equipment subject to a certificate and certain proceeds, can only be perfected at

 

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