TIME WARNER CABLE INC.
5.40 % Notes Due 2012
5.85 % Notes Due 2017
6.55 % Debentures Due 2037
April 4, 2007
New York, New York
To the Representatives
named in Schedule I
hereto of the Purchasers
named in Schedule I hereto
Ladies and Gentlemen:
Time Warner Cable Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several initial purchasers named in Schedule I hereto (the “Purchasers”), for whom you (the “Representatives”) are acting as representatives, the respective principal amounts of its 5.40 % Notes due 2012, 5.85 % Notes due 2017 and 6.55 % Debentures due 2037 identified in Schedule I hereto (collectively, the “Debt Securities”), to be issued under an indenture (as from time to time amended or supplemented, the “Indenture”) among the Company, TW NY Cable Holding Inc., a Delaware corporation (“TW NY”), Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE” and, together with TW NY, the “Guarantors”), and The Bank of New York, as trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a First Supplemental Indenture, to be entered into among the Company, the Guarantors and the Trustee (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), providing for the issuance of debt securities in one or more series, all of which will be entitled to the benefit of the Guarantees referred to below. Each of TW NY and TWE is a subsidiary of the Company. Pursuant to the Indenture, each of TW NY and TWE, as primary obligor and not merely as surety, has agreed to fully, irrevocably and unconditionally guarantee (together, the “Guarantees,” and together with the Debt Securities, the “Securities”), to each holder of Debt Securities and to the Trustee, (i) the full and punctual payment of principal of and interest on the Debt Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other monetary obligations of the Company under the Indenture and the Debt Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture and the Debt Securities. If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule I hereto, then the terms “Purchasers” and “Representatives,” as used herein, shall each be deemed to refer to such firm or firms.
Holders (including subsequent transferees) of the Securities will have the registration rights set forth in the registration rights agreement, among the Company, the Guarantors and the Purchasers (the “Registration Rights Agreement”), to be dated the
Closing Date, for so long as such Debt Securities constitute “Registrable Notes” (as defined in the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Company will agree to file with the Securities and Exchange Commission (the “Commission”), under the circumstances set forth therein, (i) a registration statement under the Act (the “Exchange Offer Registration Statement”) relating to the Securities in a like aggregate principal amount as the Company issued under the Indenture, identical in all material respects to the Securities and registered under the Act (the “Exchange Notes”), to be offered in exchange for the Securities (such offer to exchange being referred to as the “Exchange Offer”) and (ii) if necessary under the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 under the Act (the “Shelf Registration Statement”) and, together with the Exchange Offer Registration Statement, the “Registration Statements”) relating to the resale by certain holders of the Securities and to use its commercially reasonable efforts to cause such Registration Statements to become effective and cause such Registration Statements to remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer.
All references in this Agreement to the Preliminary Offering Memorandum (as defined in Section 1(a) hereof), the Disclosure Package, and the Final Offering Memorandum (as defined in Section 1(a) hereof ) shall be deemed as of the relevant time and date to refer to and include the documents incorporated by reference therein that were filed prior to the Execution Time; all references in this Agreement to financial statements and schedules and other information that is “contained”, “included”, “stated” or “set forth” in the Preliminary Offering Memorandum, the Disclosure Package, or the Final Offering Memorandum (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that are or are deemed to be incorporated by reference from time to time in the Preliminary Offering Memorandum, the Disclosure Package, and the Final Offering Memorandum, as the case may be; and all references in this Agreement to amendments or supplements to the Preliminary Offering Memorandum and the Final Offering Memorandum shall be deemed to mean and include any (i) Permitted Free Writing Communication (as defined in Section 5(g) hereof) used by the Company after the date of the Preliminary Offering Memorandum or the Final Offering Memorandum, as the case may be, or (ii) any document incorporated by reference therein that was filed after the Execution Time. Certain terms used herein are defined in Section 19 hereof.
1. Representations and Warranties. Each of the Company, TW NY, and TWE represents and warrants to, and agrees with, each Purchaser as set forth below in this Section 1.
(a) A preliminary offering memorandum, dated April 4, 2007 (the “Preliminary Offering Memorandum”), relating to the Debt Securities to be offered to the Purchasers and a final offering memorandum dated as of the date of this Agreement (the “Final Offering Memorandum”) disclosing the offering price and other final terms of the Debt Securities (even if finalized and issued subsequent to the date of this Agreement) have been or will be prepared by the Company.
(b) As of the Execution Time, the Disclosure Package did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Final Offering Memorandum, as of the date of this Agreement does not, and as of the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentences do not apply to statements in or omissions from the Disclosure Package or the Final Offering Memorandum based upon and in conformity with written information furnished to the Company by or on behalf of any Purchaser through the Representatives specifically for use therein; it being understood and agreed that the only such information furnished by or on behalf of the Purchasers consist of the information described as such in paragraph (b) of Section 8 hereof.