EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
 TIME
WARNER CABLE ENTERPRISES LLC, 
 TWC NEWCO LLC, 

as Guarantor, 
 TW NY
CABLE HOLDING INC., 
 as Guarantor, 

TIME WARNER CABLE INTERNET HOLDINGS II LLC, 

as Guarantor, 
 the
guarantors named on Schedule I hereto 
 and 

THE BANK OF NEW YORK MELLON, 

as Trustee 
 Thirteenth
Supplemental Indenture 
 Dated as of May 18, 2016 







 THIRTEENTH SUPPLEMENTAL INDENTURE dated as of May 18, 2016 among TIME WARNER CABLE ENTERPRISES
LLC, a Delaware limited liability company (“TWCE”), TWC NEWCO LLC, a corporation duly organized and existing under the laws of the State of Delaware (“NewCo”), TIME WARNER CABLE INC., a corporation duly organized and existing
under the laws of the State of Delaware (“TWC”), TW NY CABLE HOLDING INC., a corporation duly organized and existing under the laws of the State of Delaware (“TW NY”), TIME WARNER CABLE INTERNET HOLDINGS II LLC, a Delaware
limited liability company (“TWCIH II”), the guarantors named on Schedule I hereto (the “New Guarantors”) and THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a banking corporation duly organized and existing
under the laws of New York, as Trustee (the “Trustee”). 
 RECITALS 

Time Warner Entertainment Company, L.P., a Delaware limited partnership (“TWE”), TWC, TW NY and the Trustee are parties to an
Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth
Supplemental Indenture dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated as of September 29, 1997, a Seventh Supplemental Indenture dated as of December 29, 1997, an Eighth
Supplemental Indenture dated as of December 9, 2003, a Ninth Supplemental Indenture dated as of November 1, 2004, a Tenth Supplemental Indenture dated as of October 18, 2006, an Eleventh Supplemental Indenture dated as of November 2, 2006 and a
Twelfth Supplemented Indenture dated as of September 30, 2012 (as so supplemented, the “Indenture”), providing for, among other things, (i) the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness
(the “Securities”), to be issued in one or more series as provided in the Indenture and (ii) the guaranties of the Securities by TWC and TW NY. 

WHEREAS, Section 901(7) of the Indenture provides that TWE may enter into one or more supplemental indentures in order secure or guarantee any
series of the Securities; 
 WHEREAS, TWCE, TWC, TW NY, TWCIH II and the New Guarantors have duly authorized the execution and delivery of
this Thirteenth Supplemental Indenture to provide for the addition of new guarantors; 
 WHEREAS, Section 801 of the Indenture provides that
a Restricted Party shall not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties and assets to any Person unless, among other things, the Person which acquires by conveyance or
transfer, or which leases, all or substantially all of the properties and assets of such Restricted Party shall be a corporation, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of, premium, if any, and
interest on all the Securities or, if Time Warner is a Restricted Party at the time of such transaction, the Time Warner Guaranty, as the case may be, and the performance or observance of every covenant of this Indenture on the part of such
Restricted Party to be performed or observed; 







 WHEREAS, Section 802 of the Indenture provides that upon any consolidation of a Restricted Party
with, or merger of a Restricted Party into, any other Person or any conveyance, transfer or lease of all or substantially all of the properties and assets of a Restricted Party in accordance with Section 801, the successor Person formed by such
consolidation or into which such Restricted Party is merged or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, such Restricted Party under this Indenture with
the same effect as if such successor Person had been named as such Restricted Party herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the
Securities; 
 WHEREAS, TWC entered into that certain Agreement and Plan of Mergers, dated as of May 23, 2015, by and among Charter
Communications, Inc., a Delaware corporation (“Charter”), the Company, CCH I, LLC, a Delaware limited liability company (“New Charter”), Nina Corporation I, Inc., a Delaware corporation, Nina Company II, LLC, a
Delaware limited liability company, and Nina Company III, LLC, a Delaware limited liability company, pursuant to which the parties will engage in a series of transactions that will result in New Charter becoming the public indirect parent company of
TWC and Charter on the terms and subject to the conditions set forth therein (the “Merger”); 
 WHEREAS, in connection with
the Merger, substantially concurrently with the execution of this Thirteenth Supplemental Indenture, TWC shall transfer all of its assets to NewCo (the “Asset Transfer”); 

WHEREAS, TWC and NewCo have duly authorized the execution and delivery of this Thirteenth Supplemental Indenture to provide for the assumption
of the obligations of TWC under the Indenture by NewCo upon consummation of the Asset Transfer effective as of May 18, 2016; 
 WHEREAS,
this Thirteenth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture; and 
 WHEREAS,
all things necessary to make this Thirteenth Supplemental Indenture a valid and binding agreement of TWCE, TWC, NewCo, TW NY, TWCIH II and the New Guarantors in accordance with its terms have been done. 

NOW, THEREFORE, WITNESSETH: 

For and in consideration of the premises and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows: 

  
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 ARTICLE ONE 

INCORPORATION OF PREVIOUS DOCUMENTS 
  

	 	Section 1.01	Incorporation of Previous Documents. 

 This Thirteenth Supplemental Indenture is a
supplemental indenture within the meaning of the Indenture and shall be read together therewith, and shall have the same effect as though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided,
the provisions of the Indenture are incorporated herein by reference. 
  

	 	Section 1.02	Definitions. 

 Unless otherwise provided herein and specified in Article 3 below, the
terms used herein shall have the meanings ascribed to such terms in the Indenture. 
  

	 	Section 1.03	Governing Law. 

 This Thirteenth Supplemental Indenture, the Indenture and the Securities
shall be governed by and construed in accordance with the laws of the State of New York. 
  

	 	Section 1.04	Trustee. 

 The Trustee makes no representation as to the validity or sufficiency of this
Thirteenth Supplemental Indenture, except as to the satisfaction of the Trustee with the form hereof. The recitals and statements herein are deemed to be those of the parties hereto other than the Trustee. 

 

	 	Section 1.05	Counterparts. 

 This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  

	 	Section 1.06	Interpretation. 

 This document shall not be used and is not intended to be used to
interpret any other document or agreement other than the Indenture. 
 ARTICLE TWO 

AGREEMENT TO GUARANTEE 

By execution of this Thirteenth Supplemental Indenture, each of the New Guarantors will fully, irrevocably and unconditionally guarantee, to
each Holder of Securities and to the Trustee and its successors and assigns (i) the full and punctual payment of principal of and interest on the Securities when due, whether at maturity, by acceleration, by redemption or otherwise, and all other
monetary obligations of the Obligors under the Indenture (including obligations to the Trustee) and the Securities and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Obligors under the
Indenture and the Securities; provided 

  
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that such guarantee shall terminate and be of no further force or effect and such New Guarantor shall be automatically released from all obligations hereunder and under the Indenture, any
Securities and this guarantee upon receipt by the Trustee of an Officers’ Certificate certifying that at least one of the following conditions has been met: 

(a) upon the occurrence of a Collateral Release Event; 

(b) at such time as such New Guarantor is either (in all cases whether by repayment or otherwise): (A) not an issuer or guarantor of any item
of Indebtedness for Borrowed Money and any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such New Guarantor’s
obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its guarantee); or (B) released or relieved as an issuer or guarantor of its obligations of an item of
Indebtedness for Borrowed Money and not an issuer or guarantor of any other Equally and Ratably Secured Indebtedness and ceases (or substantially concurrently will cease) to be the guarantor of any Equally and Ratably Secured Indebtedness (or such
New Guarantor’s obligations with respect to all Equally and Ratably Secured Indebtedness shall cease to exist substantially concurrently with such release of its guarantee); 

(c) upon the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of (i) all or
substantially all the assets of or (ii) any Equity Interests of the capital stock (including any sale, disposition or other transfer following which the applicable New Guarantor is no longer a Subsidiary), of such New Guarantor if such sale,
disposition, exchange or other transfer is made in a manner not in violation of this Indenture; 
 (d) at such time such New Guarantor
ceases to guarantee obligations (whether by repayment or otherwise) under the Credit Agreement or any replacement thereof; and 
 (e) upon
the exercise of any legal defeasance option or covenant defeasance option under this Indenture or if any obligations relating to the Securities are discharged or defeased in accordance with the terms of this Indenture. 

Unless otherwise defined herein, capitalized terms used in this Article 2 shall have the meanings ascribed to them in that certain Indenture
dated July 23, 2015, as amended, supplemented and modified from time to time, by and among Charter Communications Operating, LLC, Charter Communications Operating Capital Corp. and CCO Safari II, LLC, as issuers, and The Bank of New York Mellon
Trust Company, N.A., as trustee and collateral agent, mutatis mutandis. 
 The Trustee agrees to execute a supplemental indenture to
evidence the release of any New Guarantor hereunder and any obligations under the Indenture upon the request of TWCE in compliance with Section 102 of the Indenture; provided that the release shall be effective whether or not such supplemental
indenture is executed. 

  
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 For the avoidance of doubt, none of the New Guarantors are Guarantors under the Indenture. The
guarantee of the New Guarantors is granted solely pursuant to and in accordance with the terms set forth in this Article 2. 
 ARTICLE
THREE 
 SUCCESSION TO INDENTURE 

NewCo agrees that upon consummation of the Asset Transfer, it shall assume the Time Warner Guaranty, and succeed to, and be substituted for,
and may exercise every right and power of, TWC under this Indenture with the same effect as if it had been named as TWC, and that TWC will be relieved of all obligations and covenants under this Indenture and the Securities. 

[Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Thirteenth Supplemental Indenture to be
duly executed by their respective officers or agents as of the day and year first above written. 
  

			
	TIME WARNER CABLE ENTERPRISES LLC
		
	By:	 	 /s/ Daniel J. Bollinger

	Name:	 	Daniel J. Bollinger
	Title:	 	Vice President, Associate General Counsel and Assistant Corporate Secretary
	
	TIME WARNER CABLE INC., as Guarantor
		
	By:	 	 /s/ Daniel J. Bollinger

	Name:	 	Daniel J. Bollinger
	Title:	 	Vice President, Associate General Counsel and Assistant Corporate Secretary
	
	TW NY CABLE HOLDING INC., as Guarantor
		
	By:	 	 /s/ Daniel J. Bollinger

	Name:	 	Daniel J. Bollinger
	Title:	 	Vice President, Associate General Counsel and Assistant Corporate Secretary
	
	TIME WARNER CABLE INTERNET HOLDINGS II LLC, as Guarantor
		
	By:	 	 /s/ Daniel J. Bollinger

	Name:	 	Daniel J. Bollinger
	Title:	 	Vice President, Associate General Counsel and Assistant Corporate Secretary
	
	THE GUARANTORS NAMED ON SCHEDULE I HERETO
		
	By:	 	 /s/ Daniel J. Bollinger

	Name:	 	Daniel J. Bollinger
	Title:	 	Vice President, Associate General Counsel and Assistant Corporate Secretary


 [Signature Page to Thirteenth Supplemental Indenture] 







 
			
	THE BANK OF NEW YORK MELLON, as Trustee
		
	By:	 	 /s/ Laurence J. O’Brien

	Name:	 	Laurence J. O’Brien
	Title:	 	Vice President


 [Signature Page to Thirteenth Supplemental Indenture] 







 Schedule I 

New Guarantors 
 Adcast North Carolina Cable
Advertising, LLC 
 Alabanza LLC 
 America’s Job Exchange
LLC 
 Coaxial Communications of Central Ohio LLC 
 DukeNet
Communications Holdings, LLC 
 DukeNet Communications, LLC 

ICI Holdings, LLC 
 Insight Blocker LLC 

Insight Capital LLC 
 Insight Communications Company LLC 

Insight Communications Company, L.P. 
 Insight Communications
Midwest, LLC 
 Insight Communications of Central Ohio, LLC 

Insight Communications of Kentucky, L.P. 
 Insight Interactive,
LLC 
 Insight Kentucky Capital, LLC 
 Insight Kentucky Partners
I, L.P. 
 Insight Kentucky Partners II, L.P. 
 Insight Midwest
Holdings, LLC 
 Insight Midwest, L.P. 
 Insight Phone of
Indiana, LLC 
 Insight Phone of Kentucky, LLC 
 Insight Phone
of Ohio, LLC 
 Interactive Cable Services, LLC 
 Intrepid
Acquisition LLC 
 NaviSite LLC 
 New Wisconsin Procurement LLC

 Oceanic Time Warner Cable LLC 
 Parity Assets, LLC 

Time Warner Cable Business LLC 
 Time Warner Cable Information
Services (Alabama), LLC 
 Time Warner Cable Information Services (Arizona), LLC 

Time Warner Cable Information Services (California), LLC 
 Time
Warner Cable Information Services (Colorado), LLC 
 Time Warner Cable Information Services (Hawaii), LLC 

Time Warner Cable Information Services (Idaho), LLC 
 Time Warner
Cable Information Services (Illinois), LLC 
 Time Warner Cable Information Services (Indiana), LLC 

Time Warner Cable Information Services (Kansas), LLC 
 Time Warner
Cable Information Services (Kentucky), LLC 
 Time Warner Cable Information Services (Maine), LLC 

Time Warner Cable Information Services (Massachusetts), LLC 
 Time
Warner Cable Information Services (Michigan), LLC 







 Time Warner Cable Information Services (Missouri), LLC 

Time Warner Cable Information Services (Nebraska), LLC 
 Time
Warner Cable Information Services (New Hampshire), LLC 
 Time Warner Cable Information Services (New Jersey), LLC 

Time Warner Cable Information Services (New Mexico) LLC 
 Time
Warner Cable Information Services (New York), LLC 
 Time Warner Cable Information Services (North Carolina), LLC 

Time Warner Cable Information Services (Ohio), LLC 
 Time Warner
Cable Information Services (Pennsylvania), LLC 
 Time Warner Cable Information Services (South Carolina), LLC 

Time Warner Cable Information Services (Tennessee), LLC 
 Time
Warner Cable Information Services (Texas), LLC 
 Time Warner Cable Information Services (Virginia), LLC 

Time Warner Cable Information Services (Washington), LLC 
 Time
Warner Cable Information Services (West Virginia), LLC 
 Time Warner Cable Information Services (Wisconsin), LLC 

Time Warner Cable International LLC 
 Time Warner Cable Internet
Holdings III LLC 
 Time Warner Cable Internet Holdings LLC 

Time Warner Cable Internet LLC 
 Time Warner Cable Media LLC 

Time Warner Cable Midwest LLC 
 Time Warner Cable New York City
LLC 
 Time Warner Cable Northeast LLC 
 Time Warner Cable
Pacific West LLC 
 Time Warner Cable Services LLC 
 Time Warner
Cable Southeast LLC 
 Time Warner Cable Sports LLC 
 Time
Warner Cable Texas LLC 
 TWC Administration LLC 
 TWC
Communications, LLC 
 TWC Digital Phone LLC 
 TWC Media Blocker
LLC 
 TWC NewCo LLC 
 TWC News and Local Programming Holdco LLC

 TWC News and Local Programming LLC 
 TWC Regional Sports
Network I LLC 
 TWC Security LLC 
 TWC SEE Holdco LLC 

TWC Wireless LLC 
 TWC/Charter Dallas Cable Advertising, LLC 

TWCIS Holdco LLC 
 Wisconsin Procurement Holdco LLC 

Bright House Networks, LLC 
 Bright House Networks Information
Services (Alabama), LLC 
 Bright House Networks Information Services (California), LLC 

  
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 Bright House Networks Information Services (Florida), LLC 

Bright House Networks Information Services (Indiana), LLC 
 Bright
House Networks Information Services (Michigan), LLC 
 BHN Spectrum Investments, LLC 

BHN Home Security Services, LLC 
 American Cable Entertainment
Company, LLC 
 Athens Cablevision, LLC 
 Ausable Cable TV, LLC

 Bresnan Broadband Holdings, LLC 
 Bresnan Broadband of
Colorado, LLC 
 Bresnan Broadband of Montana, LLC 
 Bresnan
Broadband of Utah, LLC 
 Bresnan Broadband of Wyoming, LLC 

Bresnan Communications, LLC 
 Bresnan Digital Services, LLC 

Bresnan Microwave of Montana, LLC 
 Cable Equities Colorado, LLC

 Cable Equities of Colorado Management LLC 
 CC 10, LLC 

CC Fiberlink, LLC 
 CC Michigan, LLC 

CC Systems, LLC 
 CC V Holdings, LLC 

CC VI Fiberlink, LLC 
 CC VI Operating Company, LLC 

CC VII Fiberlink, LLC 
 CC VIII Fiberlink, LLC 

CC VIII Holdings, LLC 
 CC VIII Operating, LLC 

CC VIII, LLC 
 CCO Fiberlink, LLC 

CCO Holdco Transfers VII, LLC 
 CCO Holdings, LLC 

CCO LP, LLC 
 CCO NR Holdings, LLC 

CCO Purchasing, LLC 
 CCO SoCal I, LLC 

CCO SoCal II, LLC 
 CCO SoCal Vehicles, LLC 

CCO Transfers, LLC 
 Charter Advanced Services (AL), LLC 

Charter Advanced Services (CA), LLC 
 Charter Advanced Services
(CO), LLC 
 Charter Advanced Services (CT), LLC 
 Charter
Advanced Services (GA), LLC 
 Charter Advanced Services (IL), LLC 

  
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 Charter Advanced Services (IN), LLC 

Charter Advanced Services (KY), LLC 
 Charter Advanced Services
(LA), LLC 
 Charter Advanced Services (MA), LLC 
 Charter
Advanced Services (MD), LLC 
 Charter Advanced Services (MI), LLC 

Charter Advanced Services (MN), LLC 
 Charter Advanced Services
(MO), LLC 
 Charter Advanced Services (MS), LLC 
 Charter
Advanced Services (MT), LLC 
 Charter Advanced Services (NC), LLC 

Charter Advanced Services (NE), LLC 
 Charter Advanced Services
(NH), LLC 
 Charter Advanced Services (NV), LLC 
 Charter
Advanced Services (NY), LLC 
 Charter Advanced Services (OH), LLC 

Charter Advanced Services (OR), LLC 
 Charter Advanced Services
(PA), LLC 
 Charter Advanced Services (SC), LLC 
 Charter
Advanced Services (TN), LLC 
 Charter Advanced Services (TX), LLC 

Charter Advanced Services (UT), LLC 
 Charter Advanced Services
(VA), LLC 
 Charter Advanced Services (VT), LLC 
 Charter
Advanced Services (WA), LLC 
 Charter Advanced Services (WI), LLC 

Charter Advanced Services (WV), LLC 
 Charter Advanced Services
(WY), LLC 
 Charter Advanced Services VIII (MI), LLC 
 Charter
Advanced Services VIII (MN), LLC 
 Charter Advanced Services VIII (WI), LLC 

Charter Advertising of Saint Louis, LLC 
 Charter Cable Operating
Company, LLC 
 Charter Cable Partners, LLC 
 Charter
Communications Entertainment I, LLC 
 Charter Communications Entertainment II, LLC 

Charter Communications Entertainment, LLC 
 Charter Communications
of California, LLC 
 Charter Communications Operating Capital Corp. 

Charter Communications Operating, LLC 
 Charter Communications
Properties LLC 
 Charter Communications V, LLC 
 Charter
Communications Ventures, LLC 
 Charter Communications VI, L.L.C. 

Charter Communications VII, LLC 
 Charter Communications, LLC 


  
 11 








 Charter Distribution, LLC 

Charter Fiberlink - Alabama, LLC 
 Charter Fiberlink –
Georgia, LLC 
 Charter Fiberlink – Illinois, LLC 
 Charter
Fiberlink – Maryland II, LLC 
 Charter Fiberlink – Michigan, LLC 

Charter Fiberlink – Missouri, LLC 
 Charter Fiberlink –
Nebraska, LLC 
 Charter Fiberlink – Pennsylvania, LLC 

Charter Fiberlink – Tennessee, LLC 
 Charter Fiberlink
AR-CCVII, LLC 
 Charter Fiberlink CA-CCO, LLC 
 Charter
Fiberlink CC VIII, LLC 
 Charter Fiberlink CCO, LLC 
 Charter
Fiberlink CT-CCO, LLC 
 Charter Fiberlink LA-CCO, LLC 
 Charter
Fiberlink MA-CCO, LLC 
 Charter Fiberlink MS-CCVI, LLC 

Charter Fiberlink NC-CCO, LLC 
 Charter Fiberlink NH-CCO, LLC 

Charter Fiberlink NV-CCVII, LLC 
 Charter Fiberlink NY-CCO, LLC

 Charter Fiberlink OH-CCO, LLC 
 Charter Fiberlink OR-CCVII,
LLC 
 Charter Fiberlink SC-CCO, LLC 
 Charter Fiberlink TX-CCO,
LLC 
 Charter Fiberlink VA-CCO, LLC 
 Charter Fiberlink VT-CCO,
LLC 
 Charter Fiberlink WA-CCVII, LLC 
 Charter Helicon, LLC

 Charter Home Security, LLC 
 Charter Leasing Holding Company,
LLC 
 Charter Leasing of Wisconsin, LLC 
 Charter RMG, LLC 

Charter Stores FCN, LLC 
 Charter Video Electronics, LLC 

Falcon Cable Communications, LLC 
 Falcon Cable Media, a
California Limited Partnership 
 Falcon Cable Systems Company II, L.P. 

Falcon Cablevision, a California Limited Partnership 
 Falcon
Community Cable, L.P. 
 Falcon Community Ventures I Limited Partnership 

Falcon First Cable of the Southeast, LLC 
 Falcon First, LLC 

Falcon Telecable, a California Limited Partnership 
 Falcon Video
Communications, L.P. 

  
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 Helicon Partners I, L.P. 

Hometown T.V., LLC 
 HPI Acquisition Co. LLC 

Interlink Communications Partners, LLC 
 Long Beach, LLC 

Marcus Cable Associates, L.L.C. 
 Marcus Cable of Alabama, L.L.C.

 Marcus Cable, LLC 
 Midwest Cable Communications, LLC 

Peachtree Cable TV, L.P. 
 Peachtree Cable TV, LLC 

Phone Transfers (AL), LLC 
 Phone Transfers (CA), LLC 

Phone Transfers (GA), LLC 
 Phone Transfers (NC), LLC 

Phone Transfers (TN), LLC 
 Phone Transfers (VA), LLC 

Plattsburgh Cablevision, LLC 
 Renaissance Media LLC 

Rifkin Acquisition Partners, LLC 
 Robin Media Group, LLC 

Scottsboro TV Cable, LLC 
 Tennessee, LLC 

The Helicon Group, L.P. 
 Vista Broadband Communications, LLC 

VOIP Transfers (AL), LLC 
 VOIP Transfers (CA) LLC 

VOIP Transfers (GA), LLC 
 VOIP Transfers (NC), LLC 

VOIP Transfers (TN), LLC 
 VOIP Transfers (VA), LLC 

  
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