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424B3
INSIGHT COMMUNICATIONS COMPANY L P filed this Form 424B3 on 11/02/2016
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    secured by Liens on the Collateral on an equal and ratable basis with the obligations under the Credit Agreement, the Issuers’ guarantees of the Existing TWC Notes and any other First Lien Obligations, subject to Permitted Liens;

 

    effectively senior to all existing and future unsecured Indebtedness of the Issuers and any future Indebtedness of the Issuers 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 Notes;

 

    structurally subordinated to all existing and future Indebtedness and other liabilities of each subsidiary of the Issuers that does not guarantee the Notes; and

 

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

The Notes will be guaranteed by (i) all of the Issuers’ Subsidiaries that then issue or guarantee any Equally and Ratably Secured Indebtedness (which, on the date hereof, consists of indebtedness under the Credit Agreement and the Existing TWC Notes); and (ii) CCO Holdings, LLC.

The Note Guarantees will be:

 

    senior obligations of the Note Guarantors;

 

    pari passu in right of payment with all existing and future senior indebtedness of the Note Guarantors (including guarantees of obligations under the Credit Agreement and the Existing TWC Notes);

 

    with respect to Subsidiary Guarantors, secured by Liens on the Collateral on an equal and ratable basis with the obligations under the Credit Agreement, the Existing TWC Notes or guarantees thereof and any other First Lien Obligations, subject to Permitted Liens;

 

    with respect to CCO Holdings, LLC, unsecured and effectively junior to any secured indebtedness of CCO Holdings, LLC to the extent of the value of the collateral securing such indebtedness;

 

    with respect to 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 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 Notes; and

 

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

Principal, Maturity and Interest

The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The Notes will mature on the dates and will accrue interest at the rates as set forth below:

 

Series

   Maturity    Interest Rate Per
Annum
 

2020 Notes

   July 23,2020      3.579

2022 Notes

   July 23,2022      4.464

2025 Notes

   July 23,2025      4.908

2035 Notes

   October 23,2035      6.384

2045 Notes

   October 23,2045      6.484

2055 Notes

   October 23,2055      6.834

 

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