Time Warner Cable 2007 Annual Report Download - page 108

under the Securities Act of 1933, as amended. The Initial Debt Securities are guaranteed by TWE and TW NY
Holding (the “Guarantors”).
On November 5, 2007, pursuant to a registration rights agreement entered into in connection with the issuance
of the Initial Debt Securities, TWC and the Guarantors exchanged (i) substantially all of the 2012 Initial Notes for a
like aggregate principal amount of registered debt securities without transfer restrictions or registration rights (the
“2012 Registered Notes,” and, together with the 2012 Initial Notes, the “2012 Notes”), (ii) all of the 2017 Initial
Notes for a like aggregate principal amount of registered debt securities without transfer restrictions or registration
rights (the “2017 Registered Notes,” and, together with the 2017 Initial Notes, the “2017 Notes”), and
(iii) substantially all of the 2037 Initial Debentures for a like aggregate principal amount of registered debt
securities without transfer restrictions or registration rights (the “2037 Registered Debentures,” and, together with
the 2037 Initial Debentures, the “2037 Debentures”). Collectively, the 2012 Notes, the 2017 Notes and the 2037
Debentures are referred to as the “Debt Securities.”
The Debt Securities were issued pursuant to an Indenture, dated as of April 9, 2007 (the “Base Indenture”), by
and among TWC, the Guarantors and The Bank of New York, as trustee, as supplemented by the First Supplemental
Indenture, dated as of April 9, 2007 (the “First Supplemental Indenture” and, together with the Base Indenture, the
“Indenture”), by and among TWC, the Guarantors and The Bank of New York, as trustee.
The 2012 Notes mature on July 2, 2012, the 2017 Notes mature on May 1, 2017 and the 2037 Debentures
mature on May 1, 2037. Interest on the 2012 Notes is payable semi-annually in arrears on January 2 and July 2 of
each year, beginning on July 2, 2007. Interest on the 2017 Notes and the 2037 Debentures is payable semi-annually
in arrears on May 1 and November 1 of each year, beginning on November 1, 2007. The Debt Securities are
unsecured senior obligations of TWC and rank equally with its other unsecured and unsubordinated obligations.
The guarantees of the Debt Securities are unsecured senior obligations of the Guarantors and rank equally in right of
payment with all other unsecured and unsubordinated obligations of the Guarantors.
The Debt Securities may be redeemed in whole or in part at any time at TWC’s option at a redemption price
equal to the greater of (i) 100% of the principal amount of the Debt Securities being redeemed and (ii) the sum of the
present values of the remaining scheduled payments on the Debt Securities discounted to the redemption date on a
semi-annual basis at a government treasury rate plus 20 basis points for the 2012 Notes, 30 basis points for the 2017
Notes and 35 basis points for the 2037 Debentures as further described in the Indenture, plus, in each case, accrued
but unpaid interest to the redemption date.
The Indenture contains customary covenants relating to restrictions on the ability of TWC or any material
subsidiary to create liens and on the ability of TWC and the Guarantors to consolidate, merge or convey or transfer
substantially all of their assets. The Indenture also contains customary events of default.
Bank Credit Agreements and Commercial Paper Program
In the first quarter of 2006, the Company entered into $14.0 billion of bank credit agreements, consisting of an
amended and restated $6.0 billion senior unsecured five-year revolving credit facility maturing February 15, 2011
(the “Cable Revolving Facility”), a $4.0 billion five-year term loan facility maturing February 21, 2011 (the “Five-
Year Term Facility”) and a $4.0 billion three-year term loan facility maturing February 24, 2009 (the “Three-Year
Term Facility” and, together with the Five-Year Term Facility, the “Term Facilities”). The Term Facilities, together
with the Cable Revolving Facility, are referred to as the “Cable Facilities.” Collectively, the Cable Facilities
refinanced $4.0 billion of previously existing committed bank financing, and $2.0 billion of the Cable Revolving
Facility and $8.0 billion of the Term Facilities were used to finance, in part, the cash portions of the Transactions.
The Cable Facilities are guaranteed by TWE and TW NY Holding (or, in the case of the Three-Year Term Facility,
was guaranteed by TWE and TW NY Holding, as discussed below).
In April 2007, TWC used a portion of the net proceeds of the 2007 Bond Offering to repay all of the
outstanding indebtedness under the Three-Year Term Facility, which was terminated on April 13, 2007. The balance
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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)