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.
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$_________
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TIME WARNER CABLE INC.
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7.500% Note due
2014
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Time
Warner Cable Inc., a Delaware corporation (such corporation or any
successor under the Indenture referred to on the reverse hereof
being called the “Company”), TW NY Cable Holding Inc.,
a Delaware corporation (“TW NY”), and Time Warner
Entertainment Company, L.P., a Delaware limited partnership
(“TWE” and, together with TW NY, the
“Guarantors”), promise to pay to Cede & Co., or
registered assigns, the principal sum of __________($__________) on
April 1, 2014, 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 April 1 and
October 1,
beginning October 1, 2009
Record
Dates: March 15 and September 15
Additional
provisions of this Note are set forth on the other side of this
Note.
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Attest:
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TIME WARNER
CABLE INC.,
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by
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Name:
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Title:
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Attest:
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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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Attest:
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TIME WARNER
ENTERTAINMENT
COMPANY, L.P.,
as Guarantor,
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by
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Name:
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Title:
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TRUSTEE’S
CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated therein referred to
in the within-mentioned Indenture.
The Bank of New York Mellon, as Trustee,
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by
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Authorized
Signatory
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Dated
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FORM OF REVERSE SIDE OF
NOTE
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 Mellon, 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 March 23, 2009, 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 7.500%
Notes due 2014 (the “Notes”), initially limited in
aggregate principal amount to $1,000,000,000. 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 March 26, 2009, on the principal
amount of this Note semi-annually on April 1 and October 1 of each
year beginning October 1, 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.
2
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 April 1
or October 1 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
March 15 or September 15 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
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