UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE
OR IN PART FOR INDIVIDUAL SECURITIES REGISTERED IN THE NAMES OF
PARTICIPANTS IN DTC, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE BY DTC OR BY A NOMINEE OF DTC TO DTC OR A NOMINEE OF DTC
OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A
NOMINEE OF SUCH SUCCESSOR DEPOSITORY.
TIME WARNER CABLE INC.
8.750% Note due 2019
Time
Warner Cable Inc., a Delaware corporation (such corporation or any
successor under the Indenture referred to on the reverse hereof
being called the “Company”), TW NY Cable Holding Inc.,
a Delaware corporation (“TW NY”), and Time Warner
Entertainment Company, L.P., a Delaware limited partnership
(“TWE” and, together with TW NY, the
“Guarantors”), promise to pay to Cede & Co., or
registered assigns, the principal sum of
DOLLARS ($
) on February 14, 2019, at the office or agency of the Company
in the Borough of Manhattan, the City and State of New York. This
Note has the benefit of unconditional guarantees by the Guarantors,
as more fully described on the reverse hereof.
Interest
Payment Dates: Semi-annually in arrears on February 14 and
August 14, beginning February 14, 2009
Record
Dates: February 1 and August 1
Additional
provisions of this Note are set forth on the other side of this
Note.
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TIME WARNER
CABLE INC.,
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by
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Name:
Title:
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TW NY CABLE
HOLDING INC.,
as Guarantor,
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by
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Name:
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Title:
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TIME WARNER
ENTERTAINMENT COMPANY, L.P.,
as Guarantor,
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Name:
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Title:
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TRUSTEE’S
CERTIFICATE OF
AUTHENTICATION
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This is one of
the Securities of the series designated
therein referred to in the within-mentioned Indenture.
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The Bank of New
York, as Trustee,
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Authorized Signatory
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This
Note (as defined below) is one of the duly authorized issue of
senior debentures, notes, bonds or other evidences of indebtedness
(hereinafter called the “Debt Securities”) of the
Company of the series hereinafter specified, all issued or to be
issued under and pursuant to the Indenture, dated as of
April 9, 2007, among the Company, TW NY, TWE, and The Bank of
New York, as Trustee (herein called the “Trustee”), as
supplemented by the first supplemental indenture, dated as of
April 9, 2007, between the Company, TW NY, TWE and the Trustee
and pursuant to resolutions adopted by the Offering Committee of
the Company on November 13, 2008, as authorized by the
Company’s Board of Directors (as so supplemented, the
“Indenture”), to which reference is hereby made for a
statement of the rights, limitations of rights, obligations, duties
and immunities thereunder of the Trustee, and any agent of the
Trustee, any Paying Agent, the Company, the Guarantors and the
Holders of the Debt Securities, and the terms upon which the Debt
Securities are issued and may be authenticated and
delivered.
The
Debt Securities may be issued in one or more series, which
different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any)
at different rates, may have different conversion prices or
exchange provisions (if any), may be subject to different
redemption provisions (if any), may be subject to different
sinking, purchase or analogous funds (if any), may be subject to
different covenants and Events of Default and may otherwise vary as
provided or permitted in the Indenture. This Note is one of the
series of Debt Securities of the Company issued pursuant to the
Indenture designated as the 8.750% Notes due 2018 (the
“Notes”), initially limited in aggregate principal
amount to $1,250,000,000. The Company may, without the consent of
the Holders of the Notes, issue additional notes having the same
ranking, interest rate, maturity and other terms as the Notes. Any
additional notes will, together with the Notes, constitute a single
series of the Notes under the Indenture. No additional notes may be
issued if an Event of Default has occurred with respect to the
Notes.
The
Company promises to pay interest from November 18, 2008, on
the principal amount of this Note semi-annually on February 14
and August 14 of each year beginning February 14, 2009 at
the office or agency of the Company in the Borough of Manhattan,
The City of New York, in like coin or currency, at the rate per
annum specified in the title hereof. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months. If interest or
principal on this Note is payable on a Saturday, Sunday or any
other day when banks are not open for business in The City of New
York, the Company will make the payment on the next business day,
and no interest will accrue as a result of the delay in
payment.
Each
of TW NY and TWE, as primary obligor and not merely as surety,
irrevocably and unconditionally guarantees, to each Holder of
Notes, and to the Trustee and its successors and assigns,
(i) the full and punctual payment of principal of and interest
on the Notes when due, whether at maturity, by acceleration, by
redemption or otherwise, and all other monetary obligations of the
Company under the Indenture (including obligations to the Trustee)
and the Notes and (ii) the full and punctual performance
within applicable grace periods of all other obligations of the
Company under the Indenture and the Notes.
The
Guarantees constitute guarantees of payment, performance and
compliance and not merely of collection. The obligation of the
Guarantors to make any payments may be satisfied by causing the
Company or any other Person to make such payments. Further, the
Guarantors agree to pay any and all costs and expenses (including
reasonable attorney’s fees) incurred by the Trustee or any
Holder of Notes in enforcing any of their respective rights under
the Guarantees.
The
interest so payable, and punctually paid or duly provided for, on
any February 14 or August 14 will, except as provided in
the Indenture, be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of
business on the February 1 or August 1 next preceding the
interest payment date (herein called the “Regular Record
Date”) whether or not a Business Day, and may, at the option
of the Company, be paid by check mailed to the registered address
of such Person. Any such interest which is payable, but is not so
punctually paid or duly provided for, shall forthwith cease to be
payable to the registered Holder on such Regular Record Date and
may be paid either to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Trustee, notice whereof
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