EX-4.3 REGISTRATION RIGHTS AGREEMENT DATED 4/9/07



 





Exhibit 4.3




Execution Copy




 





REGISTRATION RIGHTS AGREEMENT




Dated as of April 9, 2007




By and Among




TIME WARNER CABLE INC.,




TW NY CABLE HOLDING INC.,

as guarantor




TIME WARNER ENTERTAINMENT COMPANY, L.P.,

as guarantor




and




ABN AMRO Incorporated,




Citigroup Global Markets Inc.,




Deutsche Bank Securities Inc. and




Wachovia Capital Markets, LLC




as Initial Purchasers




5.40% Notes due 2012

5.85% Notes due 2017

6.55% Debentures due 2037

 





 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page	 
	Section 1.
	 	Definitions	 	 	1	 
	 
	 	 	 	 	 	 
	Section 2.
	 	Exchange Offer	 	 	5	 
	 
	 	 	 	 	 	 
	Section 3.
	 	Shelf Registration	 	 	8	 
	 
	 	 	 	 	 	 
	Section 4.
	 	Additional Interest	 	 	9	 
	 
	 	 	 	 	 	 
	Section 5.
	 	Registration Procedures	 	 	10	 
	 
	 	 	 	 	 	 
	Section 6.
	 	Registration Expenses	 	 	17	 
	 
	 	 	 	 	 	 
	Section 7.
	 	Indemnification	 	 	18	 
	 
	 	 	 	 	 	 
	Section 8.
	 	Rules 144 and 144A	 	 	21	 
	 
	 	 	 	 	 	 
	Section 9.
	 	Underwritten Registrations	 	 	21	 
	 
	 	 	 	 	 	 
	Section 10.
	 	Miscellaneous	 	 	22	 
	 
	 	 	 	 	 	 
	(a)
	 	No Inconsistent Agreements	 	 	22	 
	(b)
	 	Adjustments Affecting Registrable Notes	 	 	22	 
	(c)
	 	Amendments and Waivers	 	 	22	 
	(d)
	 	Notices	 	 	22	 
	(e)
	 	Guarantors	 	 	24	 
	(f)
	 	Successors and Assigns	 	 	25	 
	(g)
	 	Counterparts	 	 	25	 
	(h)
	 	Headings	 	 	25	 
	(i)
	 	Governing Law	 	 	25	 
	(j)
	 	Severability	 	 	25	 
	(k)
	 	Securities Held by the Issuers or Their Affiliates	 	 	25	 
	(l)
	 	Third-Party Beneficiaries	 	 	25	 
	(m)
	 	Entire Agreement	 	 	25	 
	 
	 	 	 	 	 	 
	SIGNATURES	 	 	S-1	 





-i-





 









 








REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (this “Agreement”) is dated as of April 9, 2007, by
and among TIME WARNER CABLE INC., a Delaware corporation (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”)
(the Company and the Guarantors are referred to collectively herein as the “Issuers”), on
the one hand, and ABN AMRO Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. and Wachovia Capital Markets, LLC, as representatives (the “Representatives”) for the several
Purchasers named on Schedule I hereto (together with the Representatives, the “Initial
Purchasers”), on the other hand.




          This Agreement is entered into in connection with the Purchase Agreement, dated April 4, 2007,
by and among the Issuers and the Initial Purchasers (the “Purchase Agreement”), relating to
the offering of $1,500,000,000 aggregate principal amount of 5.40% Notes due 2012 of the Company
(the “2012 Notes”), $2,000,000,000 aggregate principal amount of 5.85% Notes due 2017 of
the Company (the “2017 Notes”) and $1,500,000,000 aggregate principal amount of 6.55%
Debentures due 2037 of the Company (the “2037 Debentures” and, together with the 2012 Notes
and the 2017 Notes, the “Notes” and each, a “Series” of Notes ). The
execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to
purchase the Notes under the Purchase Agreement.




          The parties hereby agree as follows:




     Section 1. Definitions



          As used in this Agreement, the following terms shall have the following meanings:




          “action” shall have the meaning set forth in Section 7(c) hereof.




          “Additional Interest” shall have the meaning set forth in Section 4(a) hereof.




          “Advice” shall have the meaning set forth in Section 5 hereof.




          “Agreement” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Applicable Period” shall have the meaning set forth in Section 2(b) hereof.




          “Board of Directors” shall have the meaning set forth in Section 5 hereof.




          “Business Day” shall mean each day which is not a Saturday, Sunday or other day on
which banking institutions in The City of New York are authorized or required by law or executive
order to be closed.




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          “Company” shall have the meaning set forth in the first introductory paragraph hereto
and shall also include the Company’s permitted successors and assigns.




          “Commission” shall mean the Securities and Exchange Commission.




          “day” shall mean a calendar day.




          “Delay Period” shall have the meaning set forth in Section 5 hereof.




          “EDGAR” shall have the meaning set forth in Section 5(g) hereof.




          “Effectiveness Period” shall have the meaning set forth in Section 3(b) hereof.




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the
rules and regulations of the Commission promulgated thereunder.




          “Exchange Notes” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Offer” shall have the meaning set forth in Section 2(a) hereof.




          “Exchange Offer Registration Statement” shall have the meaning set forth in Section
2(a) hereof.




          “Free Writing Prospectus” shall mean each free writing prospectus (as defined in Rule
405 under the Securities Act) prepared by or on behalf of the Company or used or referred to by the
Company in connection with the sale of the Notes or the Exchange Notes.




          “Guarantors” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Holder” shall mean any holder of a Registrable Note or Registrable Notes.




          “Indenture” shall mean the Indenture, dated as of April 9, 2007, by and among the
Issuers and The Bank of New York, a New York banking corporation, as trustee, as supplemented by
the First Supplemental Indenture, dated as of April 9, 2007, by and among the Issuers and Trustee
pursuant to which the Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.




          “Initial Purchasers” shall have the meaning set forth in the first introductory
paragraph hereof.




          “Inspectors” shall have the meaning set forth in Section 5(n) hereof.




          “Issue Date” shall mean April 9, 2007, the date of original issuance of each Series of
Notes.




          “Issuers” shall have the meaning set forth in the first introductory paragraph hereto.




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          “Losses” shall have the meaning set forth in Section 7(a) hereof.




          “NASD” shall mean National Association of Securities Dealers, Inc.




          “Notes” shall have the meaning set forth in the second introductory paragraph hereto.




          “Participant” shall have the meaning set forth in Section 7(a) hereof.




          “Participating Broker-Dealer” shall have the meaning set forth in Section 2(a) hereof.




          “Person” shall mean an individual, corporation, partnership, joint venture
association, joint stock company, trust, unincorporated limited liability company, government or
any agency or political subdivision thereof or any other entity.




          “Private Exchange” shall have the meaning set forth in Section 2(b) hereof.




          “Private Exchange Notes” shall have the meaning set forth in Section 2(b) hereof.




          “Prospectus” shall mean the prospectus included in any Registration Statement
(including, without limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A or 430B promulgated under the Securities Act), as amended or
supplemented by any Free Writing Prospectus, prospectus supplement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all material incorporated
by reference or deemed to be incorporated by reference in such Prospectus.




          “Purchase Agreement” shall have the meaning set forth in the second introductory
paragraph hereof.




          “Records” shall have the meaning set forth in Section 5(n) hereof.




          “Registrable Notes” shall mean each Note upon its original issuance and at all times
subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon
original issuance and at all times subsequent thereto and each Private Exchange Note upon original
issuance thereof and at all times subsequent thereto, in each case until (i) a Registration
Statement (other than, with respect to any Exchange Note as to which Section 2(c)(iv) hereof is
applicable, the Exchange Offer Registration Statement) covering such Note, Exchange Note or Private
Exchange Note has been declared effective by the Commission and such Note, Exchange Note or such
Private Exchange Note, as the case may be, has been disposed of in accordance with such effective
Registration Statement, (ii) such Note has been exchanged pursuant to the Exchange Offer for an
Exchange Note or Exchange Notes that may be resold without restriction under federal securities
laws, (iii) such Note, Exchange Note or Private Exchange Note, as the case may be, ceases to be
outstanding for purposes of the Indenture or (iv) such Note, Exchange Note or Private Exchange Note
has been sold in compliance with Rule 144 or is salable pursuant to Rule 144(k).




          “Registration Default” shall have the meaning set forth in Section 4(a) hereof.




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          “Registration Statement” shall mean any appropriate registration statement of the
Issuers covering any of the Registrable Notes filed with the Commission under the Securities Act,
and all amendments and supplements to any such Registration Statement, including any Free Writing
Prospectus, post-effective amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.




          “Representatives” shall have the meaning set forth in the first introductory paragraph
hereto.




          “Requesting Participating Broker-Dealer” shall have the meaning set forth in Section
2(b) hereof.




          “Rule 144” shall mean Rule 144 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule (other than Rule 144A) or regulation
hereafter adopted by the Commission providing for offers and sales of securities made in compliance
therewith resulting in offers and sales by subsequent holders that are not affiliates of an issuer
of such securities being free of the registration and prospectus delivery requirements of the
Securities Act.




          “Rule 144A” shall mean Rule 144A promulgated under the Securities Act, as such Rule
may be amended from time to time, or any similar or successor rule (other than Rule 144) or
regulation hereafter adopted by the Commission.




          “Rule 415” shall mean Rule 415 promulgated under the Securities Act, as such Rule may
be amended from time to time, or any similar or successor rule or regulation hereafter adopted by
the Commission.




          “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.




          “Series” shall have the meaning set forth in the second introductory paragraph
hereto.




          “Shelf Filing Event” shall have the meaning set forth in Section 2(c) hereof.




          “Shelf Registration” shall have the meaning set forth in Section 3(a) hereof.




          “TIA” shall mean the Trust Indenture Act of 1939, as amended.




          “Trustee” shall mean the trustee under the Indenture and the trustee (if any) under
any indenture governing the Exchange Notes and Private Exchange Notes.




          “underwritten registration” or “underwritten offering” shall mean a
registration in which securities of the Issuers are sold to an underwriter for reoffering to the
public.




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     Section 2. Exchange Offer



          (a) Unless the Exchange Offer would violate applicable law or interpretation of the staff of
the Commission, the Issuers shall use their commercially reasonable efforts to (i) prepare and file
a Registration Statement (the “Exchange Offer Registration Statement”) with the Commission
on an appropriate registration form with respect to a registered offer (the “Exchange
Offer”) to exchange any and all of the Registrable Notes for each Series for a like aggregate
principal amount of notes of such series (including the guarantees with respect thereto, the
“Exchange Notes”) that are identical in all material respects to the Notes of such Series
(except that the Exchange Notes shall not contain restrictive legends, terms with respect to
transfer restrictions or Additional Interest upon a Registration Default), (ii) cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act and (iii) consummate
the Exchange Offer within 270 days after the Issue Date (or, if such 270th day is not a Business
Day, on or prior to the first Business Day thereafter). Upon the Exchange Offer Registration
Statement being declared effective by the Commission, the Issuers shall promptly commence the
Exchange Offer and offer the Exchange Notes of each Series in exchange for surrender of the Notes
of such Series. The Issuers shall keep the Exchange Offer open for not less than 30 days (or
longer if required by applicable law) after the date notice of the Exchange Offer is mailed to
Holders.




          Each Holder that participates in the Exchange Offer will be required to represent to the
Issuers in writing that (i) any Exchange Notes to be received by it will be acquired in the
ordinary course of such Holder’s business, (ii) it has no arrangement or understanding with any
Person to participate in the distribution (within the meaning of the Securities Act) of the
Exchange Notes in violation of the provisions of the Securities Act, (iii) it is not an “affiliate”
of the Company or any Guarantor as defined by Rule 405 of the Securities Act, or if it is an
affiliate, it will comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes and (v) if such
Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for
Registrable Notes that were acquired as a result of market-making or other trading activities (a
“Participating Broker-Dealer”), it will deliver a prospectus in connection with any resale
of such Exchange Notes.




          (b) The Issuers and the Initial Purchasers acknowledge that the staff of the Commission has
taken the position that any Participating Broker-Dealer may be deemed to be an “underwriter” within
the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes (other than a resale of an
unsold allotment resulting from the original offering of the Notes).




          The Issuers and the Initial Purchasers also acknowledge that the staff of the Commission has
taken the position that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and the means by which
Participating Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such Prospectus may be
delivered by Participating Broker-Dealers to satisfy their prospectus delivery obligations under
the Securities Act in connection with resales of Exchange Notes for their own accounts, so long as
the Prospectus otherwise meets the requirements of the Securities Act.




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          In light of the foregoing, if requested by a Participating Broker-Dealer (a “Requesting
Participating Broker-Dealer”), the Issuers agree to use their commercially reasonable efforts
to keep the Exchange Offer Registration Statement continuously effective for a period necessary to
comply with applicable law in connection with such resales but in no event more than 180 days after
the date on which the Exchange Offer Registration Statement is declared effective, or such longer
period if extended pursuant to any Delay Period in accordance with the last paragraph of Section 5
hereof, or such earlier date as each Requesting Participating Broker-Dealer shall have notified the
Company in writing that such Requesting Participating Broker-Dealer has resold all Exchange Notes
acquired by it in the Exchange Offer (such period, the “Applicable Period”). The Issuers
shall include a plan of distribution in such Exchange Offer Registration Statement that meets the
requirements set forth in the preceding paragraph.




          With respect to each Series, if, prior to consummation of the Exchange Offer, any Initial
Purchaser or any other Holder holds any Notes of such Series acquired by it that have, or that are
reasonably likely to be determined to have, the status of an unsold allotment in an initial
distribution, or if any Holder is not entitled to participate in the Exchange Offer, the Issuers
upon the request of any such Initial Purchaser or any such Holder, as the case may be, shall
simultaneously with the delivery of the Exchange Notes of such Series in the Exchange Offer, issue
and deliver to the Initial Purchasers or any such Holder, as the case may be, in exchange (the
“Private Exchange”) for such Notes of such Series held by such Initial Purchaser or any
such Holder a like principal amount of notes of such Series (the “Private Exchange Notes”)
of the Issuers that are identical in all material respects to the Exchange Notes of such Series
except that the Private Exchange Notes of each Series may be subject to restrictions on transfer
and bear a legend to such effect. The Private Exchange Notes of each Series shall be issued
pursuant to the same indenture as the Exchange Notes of such Series and bear the same CUSIP number
as the Exchange Notes (if permitted by the CUSIP Service Bureau).




          Upon consummation of the Exchange Offer in accordance with this Section 2, the Issuers shall
have no further registration obligations other than the Issuers’ continuing registration
obligations with respect to (i) Private Exchange Notes, (ii) Exchange Notes held by Participating
Broker-Dealers and (iii) Notes or Exchange Notes as to which clause (c)(iv) of this Section 2
applies.




          In connection with the Exchange Offer, the Issuers shall:





     (1) mail or cause to be mailed to each Holder entitled to participate in the Exchange
Offer a copy of the Prospectus forming part of the Exchange Offer Registration Statement,
together with an appropriate letter of transmittal and related documents;




     (2) utilize the services of a depository for the Exchange Offer with an address in the
Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the
Trustee;




     (3) permit Holders to withdraw tendered Notes at any time prior to the close of
business, New York time, on the last Business Day on which the Exchange Offer shall remain
open; and



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     (4) otherwise comply in all material respects with all applicable laws, rules and
regulations.




     As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any,
the Issuers shall:




     (1) accept for exchange all Registrable Notes validly tendered and not validly
withdrawn by the Holders pursuant to the Exchange Offer and the Private Exchange, if any;




     (2) deliver or cause to be delivered to the Trustee for cancellation all Registrable
Notes so accepted for exchange; and




     (3) with respect to each Series, issue and cause the Trustee to authenticate and
deliver promptly to each such Holder of Registrable Notes of such Series, Exchange Notes or
Private Exchange Notes of the same Series, as the case may be, equal in principal amount to
the Registrable Notes of such Holder so accepted for exchange; provided, however, that in
the case of any Registrable Notes held in global form by a depository, authentication and
delivery to such depository of one or more Exchange Notes in global form in such amount
shall satisfy such requirement.



          With respect to each Series, Interest on each Exchange Note and Private Exchange Note issued
pursuant to the Exchange Offer and in the Private Exchange will accrue from the last interest
payment date on which interest was paid on the Notes of such Series surrendered in exchange
therefor or, if no interest has been paid on the Notes of such Series, from the Issue Date.




          The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than
that (i) the Exchange Offer or Private Exchange, as the case may be, does not violate applicable
law or any applicable interpretation of the staff of the Commission, (ii) no action or proceeding
shall have been instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuers to proceed with the Exchange Offer or the Private
Exchange, and no material adverse development shall have occurred in any existing action or
proceeding with respect to the Issuers and (iii) all governmental approvals shall have been
obtained, which approvals the Company reasonably deems necessary for the consummation of the
Exchange Offer or Private Exchange.




          With respect to each Series, the Exchange Notes and the Private Exchange Notes of such Series
shall be issued under (i) the Indenture of such Series or (ii) an indenture identical in all
material respects to the Indenture of such Series (in either case, with such changes as are
necessary to comply with any requirements of the Commission to effect or maintain the qualification
thereof under the TIA) and which, in either case, has been qualified under the TIA and shall
provide that (a) the Exchange Notes of such Series shall not be subject to the transfer
restrictions set forth in the Indenture and (b) the Private Exchange Notes of such Series shall be
subject to the transfer restrictions set forth in the Indenture. The Indenture or such indenture
shall provide that the Exchange Notes, the Private Exchange Notes and the Notes of such Series
shall vote and consent together on all matters as one class and that none of the Exchange Notes,
the Private Exchange Notes or the Notes of such Series will have the right to vote or consent as a
separate class on any matter.




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          (c) In the event that (i) any changes in law or the applicable interpretations of the staff of
the Commission do not permit the Issuers to effect the Exchange Offer, (ii) for any reason the
Exchange Offer is not consummated within 270 days of the Issue Date, or if such 270th day is not a
Business Day, on or prior to the first Business Day thereafter, (iii) any Holder notifies the
Company prior to the 30th day following consummation of the Exchange Offer that it is prohibited by
law or applicable interpretations of the staff of the Commission from participating in the Exchange
Offer, (iv) in the case of any Holder who participates in the Exchange Offer, such Holder notifies
the Company prior to the 30th day following the consummation of the Exchange Offer that it did not
receive Exchange Notes on the date of the exchange that may be sold without restriction under state
and federal securities laws (other than due solely to the status of such Holder as an affiliate of
any Issuer within the meaning of the Securities Act) or (v) any Initial Purchaser so requests with
respect to Notes or Private Exchange Notes that have, or that are reasonably likely to be
determined to have, the status of unsold allotments in an initial distribution (each such event
referred to in clauses (i) through (v) of this sentence, a “Shelf Filing Event”), then the
Issuers shall use their commercially reasonable efforts to file a Shelf Registration pursuant to
Section 3 hereof.




     Section 3. Shelf Registration



          If at any time a Shelf Filing Event shall occur, then:





     (a) Shelf Registration. The Issuers shall use their commercially reasonable
efforts to as promptly as practicable file with the Commission a Registration Statement for
an offering to be made on a continuous basis pursuant to Rule 415 covering all of the
Registrable Notes not exchanged in the Exchange Offer, Private Exchange Notes and Exchange
Notes as to which Section 2(c)(iv) is applicable (the “Shelf Registration”). The
Shelf Registration shall be on Form S-1 or another appropriate form permitting registration
of such Registrable Notes for resale by Holders in the manner or manners designated by them
(including, without limitation, one or more underwritten offerings). The Issuers shall not
permit any securities other than the Registrable Notes to be included in the Shelf
Registration.




     (b) The Issuers shall use their commercially reasonable efforts (x) to cause the Shelf
Registration to be declared effective under the Securities Act and (y) to keep the Shelf
Registration continuously effective under the Securities Act for the lesser of two years
from the Issue Date and the time period referred to in Rule 144(k) under the Securities Act
(the “Effectiveness Period”), or such shorter period ending when all Registrable
Notes covered by the Shelf Registration have been sold in the manner set forth and as
contemplated in the Shelf Registration; provided, however, that (i) the
Effectiveness Period in respect of the Shelf Registration shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery requirements of
Rule 174 under the Securities Act and (ii) the Company may suspend the effectiveness of the
Shelf Registration by written notice to the Holders solely (A) as a result of the filing of
a post-effective amendment to the Shelf Registration to incorporate annual audited financial
information with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the related Prospectus
or (B) to the extent and for so long as permitted by the penultimate paragraph of Section 5.



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     (c) Supplements and Amendments. The Issuers agree to supplement or make
amendments to the Shelf Registration and the related Prospectus as and when required by the
rules, regulations or instructions applicable to the registration form used for such Shelf
Registration or by the Securities Act or rules and regulations thereunder for shelf
registration.



     Section 4. Additional Interest



          (a) The Issuers and the Initial Purchasers agree that the Holders will suffer damages if the
Issuers fail to fulfill their obligations under Section 2 or Section 3 hereof and that it would not
be feasible to ascertain the extent of such damages with precision. Accordingly, the Issuers agree
that if:





     (i) the Exchange Offer is not consummated on or prior to the 270th day following the
Issue Date, or, if that day is not a Business Day, the next day that is a Business Day; or




     (ii) the Shelf Registration is required to be filed but is not declared effective by
the later of (1) the 210th day after the occurrence of the applicable Shelf Filing Event and
(2) the 270th day following the issue date, or is declared effective by such date but
thereafter ceases to be effective or usable during the Effectiveness Period (unless the
Shelf Registration ceases to be effective or usable as specifically permitted by the
penultimate paragraph of Section 5 hereof),


(each such event referred to in clauses (i) and (ii) a “Registration Default”), the
interest rate borne by the affected Registrable Notes of the applicable Series shall be increased
(“Additional Interest”) by 0.25% per annum; provided, that Additional Interest
shall accrue only for those days that a Registration Default occurs and is continuing, including
the date on which any such Registration Default shall occur to, but excluding, the earlier of (1)
the date on which all Registration Defaults have been cured or (2) the date on which such
Registrable Note of such Series ceases to be a Registrable Note of such Series or otherwise becomes
freely transferable by Holders other than affiliates of the Issuers without further registration
under the Securities Act. Such Additional Interest shall be calculated based on a year consisting
of 360 days comprised of twelve 30-day months. With respect to each Series of Registrable Notes,
following the cure of all Registration Defaults on such Series of Registrable Notes the accrual of
Additional Interest will cease, the interest rate will revert to the original rate and, upon any
subsequent Registration Default following any such cure of all Registration Defaults, Additional
Interest will begin accruing again at a rate of 0.25% per annum as provided above until all
Registration Defaults have been cured.




          Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending and (2) a Holder of
Registrable Notes that is not entitled to the benefits of the Shelf Registration (e.g.,
such Holder has not elected to include information with respect to itself in such Shelf
Registration) shall not be entitled to Additional Interest with respect to a Registration Default
that pertains to the Shelf Registration.




          (b) With respect to each Series, so long as Registrable Notes of such Series remain
outstanding, the Company shall notify the Trustee within five Business Days after each and every
date on which an event occurs in respect of which Additional Interest is required to be paid. The



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Additional Interest due shall be payable on each interest payment date to the record Holder of
Registrable Notes of the applicable Series affected thereby entitled to receive the interest
payment to be paid on such date as set forth in the Indenture.




          The Initial Purchasers and the Holders acknowledge and agree that the Additional Interest
provided by this Section 4 of this Agreement shall be the exclusive monetary remedy available to
Holders for any Registration Default.




     Section 5. Registration Procedures



          In connection with the filing of any Registration Statement pursuant to Section 2 or 3 hereof,
the Issuers shall effect such registrations to permit the sale of the securities covered thereby in
accordance with the intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Issuers hereunder, the Issuers shall:





     (a) Use their commercially reasonable efforts to prepare and file with the Commission
the Registration Statement or Registration Statements prescribed by Section 2 or 3 hereof,
and use their commercially reasonable efforts to cause each such Registration Statement to
become effective and remain effective as provided herein; provided, however,
that, if (1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained in
the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell
Exchange Notes during the Applicable Period relating thereto, before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Issuers shall furnish
to and afford the Holders of the Registrable Notes covered by such Registration Statement or
each such Participating Broker-Dealer, as the case may be, their counsel (if requested by
any such person) and the managing underwriters, if any, a reasonable opportunity to review
copies of all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed, provided that each
such Person receiving documents in connection herewith shall take such actions as are
reasonably necessary to protect the confidentiality of such documents and the information
contained herein (which actions may include, without limitation, the execution of a
confidentiality agreement). The Issuers shall not file any Registration Statement or
Prospectus or any amendments or supplements thereto if the Holders of a majority in
aggregate principal amount of the Registrable Notes covered by such Registration Statement,
or any such Participating Broker-Dealer, as the case may be, their counsel, or the managing
underwriters, if any, shall reasonably object.




     (b) Use their commercially reasonable efforts to prepare and file with the Commission
such amendments and post-effective amendments to each Shelf Registration or Exchange Offer
Registration Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable Period, as
the case may be; cause the related Prospectus to be supplemented by any Prospectus
supplement required by applicable law, and as so supplemented to be filed pursuant to Rule
424 (or any similar provisions then in force) promulgated under the Securities Act; and
comply with the applicable provisions of the Securities Act and the Exchange Act with
respect to the disposition of all securities covered by such Registration Statement as so
amended or in



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such Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such Prospectus, in
each case, in accordance with the intended methods of distribution set forth in such
Registration Statement or Prospectus, as so amended or supplemented.




     (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish without
charge to each selling Holder named in any Shelf Registration Statement, and each of the
underwriter(s), if any, or such Participating Broker-Dealer as the case may be, a reasonable
time before filing with the Commission, copies of any Registration Statement or any
Prospectus included therein or any amendments or supplements to any such Registration
Statement or Prospectus (other than with respect to any such amendment or supplement
resulting solely from the incorporation by reference of any report filed under the Exchange
Act), which documents will be subject to the review and comment of such Holders and
underwriter(s) in connection with such sale, if any, or Participating Broker-Dealer as the
case may be, for a period of at least three Business Days, and the Issuers will not file any
such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated by
reference) to which the Holders or the underwriter(s), if any, or the Participating
Broker-Dealer as the case may be, shall reasonably object in writing within three Business
Days after the receipt of the draft thereof (such objection to be deemed timely made upon
confirmation of facsimile transmission within such period). Notwithstanding the foregoing,
(i) the Issuers shall not be required to take any actions under this Section 5(c) that are
not, in the reasonable opinion of counsel for the Issuers, in compliance with applicable law
or to include any disclosure which at the time would have an adverse effect on the business
or operations of the Company and/or its subsidiaries, as determined in good faith by the
Issuers and (ii) any Person who receives disclosure pursuant to this Section 5(c) shall
agree in writing that it will not disclose, or use in connection with any market
transactions in violation of any applicable securities laws, any such information that the
Company determines, in good faith, to be confidential and that it notifies such Person in
writing is confidential unless (i) the disclosure of such information is necessary to avoid
or correct a material misstatement or omission in such Registration Statement or Prospectus
or (ii) such information has been made generally available to the public.




     (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto
from whom the Company has received written notice that such broker-dealer will be a
Participating Broker-Dealer in the applicable Exchange Offer, notify the selling Holders of
Registrable Notes, or each such Participating Broker-Dealer, as the case may be, their
counsel (if such counsel is known to the Issuers) and the managing underwriters, if any, as
promptly as possible (i) when a Prospectus or any Prospectus supplement or post-effective
amendment has been filed, and, with respect to a Registration Statement or any
post-effective amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that



11









 







any Holder may, upon request, obtain, at the sole expense of the Issuers, one conformed
copy of such Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by reference
and exhibits), (ii) of the issuance by the Commission of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use
of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii)
if at any time when a Prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Notes or resales of Exchange Notes by Participating
Broker-Dealers the representations and warranties of the Issuers contained in any agreement
(including any underwriting agreement) contemplated by Section 5(m) hereof cease to be true
and correct in all material respects, (iv) of the receipt by any of the Issuers of any
notification with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or the Exchange
Notes for offer or sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose, (v) of the making of any changes in or amendments or
supplements to such Registration Statement, Prospectus or documents so that, in the case of
the Registration Statement, it will not contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (vi) of the Company’s
determination that a post-effective amendment to a Registration Statement would be
appropriate.




     (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
commercially reasonable efforts to prevent the issuance of any order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use
of a Prospectus or suspending the qualification (or exemption from qualification) of any of
the Registrable Notes or the Exchange Notes, as the case may be, for sale in any
jurisdiction, and, if any such order is issued, to use their commercially reasonable efforts
to obtain the withdrawal of any such order at the earliest practicable moment.




     (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, who so requests, one firm of counsel for all such persons and each managing
underwriter, if any, at the sole expense of the Issuers, one conformed copy of the
Registration Statement or Registration Statements and each post-effective amendment thereto,
including financial statements and schedules, and, if requested, all documents incorporated
or deemed to be incorporated therein by reference and all exhibits.




     (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus


12









 







contained in the Exchange Offer Registration Statement filed pursuant to
Section 2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each
selling Holder of Registrable Notes or each such Participating Broker-Dealer, as the case
may be, their respective counsel (if requested) and the underwriters, if any, at the sole
expense of the Issuers, if not otherwise available on the Commission’s Electronic Data
Gathering, Analysis and Retrieval (“EDGAR”) System or similar system, as many copies of the
Prospectus or Prospectuses (including each form of preliminary prospectus) and each
amendment or supplement thereto and any documents incorporated by reference therein as such
Persons may reasonably request; and, subject to the last paragraph of this Section 5, the
Issuers hereby consent to the use of such Prospectus and each amendment or supplement
thereto by each of the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and dealers (if
any), in connection with the offering and sale of the Registrable Notes covered by, or the
sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
any amendment or supplement thereto.




     (h) Prior to any public offering of Registrable Notes or Exchange Notes or any delivery
of a Prospectus contained in the Exchange Offer Registration Statement by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use their
commercially reasonable efforts to register or qualify, and to cooperate with the selling
Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be,
the managing underwriter or underwriters, if any, and their respective counsel in connection
with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be, for offer
and sale under the securities or Blue Sky laws of such jurisdictions within the United
States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or
underwriters reasonably request; keep each such registration or qualification (or exemption
therefrom) effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary to enable the
disposition in such jurisdictions of such Exchange Notes or Registrable Notes covered by the
applicable Registration Statement; provided, however, that no Issuer shall
be required to (A) qualify generally to do business in any jurisdiction where it is not then
so qualified, (B) take any action that would subject it to general service of process in any
such jurisdiction where it is not then so subject or (C) subject itself to taxation in any
such jurisdiction where it is not then so subject.




     (i) If a Shelf Registration is filed pursuant to Section 3 hereof, cooperate with the
selling Holders of Registrable Notes and the managing underwriter or underwriters, if any,
to facilitate the timely preparation and delivery of certificates representing Registrable
Notes to be sold, which certificates, consistent with the Indenture, shall not bear any
restrictive legends and shall be in a form eligible for deposit with The Depository Trust
Company; and enable such Registrable Notes to be in such denominations and registered in
such names as the managing underwriter or underwriters, if any, or selling Holders may
reasonably request a reasonable period of time prior to any sale of such Registrable Notes.




     (j) Use their commercially reasonable efforts to cause the Registrable Notes or
Exchange Notes covered by any Registration Statement to be registered with or approved by



13









 







such other governmental agencies or authorities as may be reasonably necessary to
enable the seller or sellers thereof or the underwriter or underwriters, if any, to
consummate the disposition of such Registrable Notes or Exchange Notes, except as may be
required solely as a consequence of the nature of such selling Holder’s business, in which
case the Issuers will cooperate in all reasonable respects with the filing of such
Registration Statement and the granting of such approvals.




     (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the
occurrence of any event contemplated by Section 5(d)(v) or 5(d)(vi) hereof, as promptly as
practicable prepare and (subject to Section 5(a) and the penultimate paragraph of this
Section 5) file with the Commission, at the sole expense of the Issuers, a supplement or
post-effective amendment to the Registration Statement or a supplement to the related
Prospectus or any document incorporated or deemed to be incorporated therein by reference,
or file any other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the Exchange Notes to
whom such Prospectus will be delivered by a Participating Broker-Dealer, any such Prospectus
will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.




     (l) On or prior to the effective date of the first Registration Statement relating to
the Registrable Notes of each Series, (i) provide the Trustee with certificates for the
Registrable Notes of each Series in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes of each Series.




     (m) In connection with any underwritten offering of Registrable Notes pursuant to a
Shelf Registration, enter into an underwriting agreement as is customary in underwritten
offerings of debt securities similar to the Notes and take all such other actions as are
reasonably requested by the managing underwriter or underwriters in order to expedite or
facilitate the registration or the disposition of such Registrable Notes and, whether or not
such offering is an underwritten offering, (i) use their commercially reasonable efforts to
obtain the written opinions of counsel to the Issuers and written updates thereof in form,
scope and substance reasonably satisfactory to the managing underwriter or underwriters,
addressed to the underwriters covering the matters customarily covered in opinions requested
in underwritten offerings; and (ii) use their commercially reasonable efforts to obtain
“comfort” letters and updates thereof in form, scope and substance reasonably satisfactory
to the managing underwriter or underwriters from the independent certified public
accountants of the Issuers (and, if necessary, any other independent certified public
accountants of any subsidiary of the Company or of any business acquired by the Company for
which financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of the
underwriters, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten offerings.



14









 






     (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or (2) a
Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make reasonably
available for inspection by any selling Holder of such Registrable Notes being sold or each
such Participating Broker-Dealer, as the case may be, any underwriter participating in any
such disposition of Registrable Notes, if any, and any attorney, accountant or other agent
retained by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the “Inspectors”), at the offices where
normally kept, during reasonable business hours, all financial and other records, pertinent
corporate documents and instruments of the Company and its subsidiaries (collectively, the
“Records”) as shall be reasonably necessary to enable them to exercise any
applicable due diligence responsibilities, and cause the officers, directors and employees
of the Company and its subsidiaries to supply all information reasonably requested by any
such Inspector in connection with such Registration Statement and Prospectus. Each
Inspector shall agree in writing that it will keep the Records confidential and that it will
not disclose, or use in connection with any market transactions in violation of any
applicable securities laws, any Records that the Company determines, in good faith, to be
confidential and that it notifies the Inspectors in writing are confidential unless (i) the
disclosure of such Records is necessary to avoid or correct a material misstatement or
omission in such Registration Statement or Prospectus, (ii) the release of such Records is
ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii)
disclosure of such information is necessary or advisable in the opinion of counsel for an
Inspector in connection with any action, claim, suit or proceeding, directly or indirectly,
involving or potentially involving such Inspector and arising out of, based upon, relating
to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated
hereby or thereby or arising hereunder or thereunder, or (iv) the information in such
Records has been made generally available to the public; provided, however,
that (i) each Inspector shall agree to provide notice to the Company of the potential
disclosure of any information by such Inspector pursuant to clause (i), (ii) or (iii) of
this sentence to permit the Issuers to obtain a protective order (or waive the provisions of
this paragraph (n)) and (ii) each such Inspector shall take such actions as are reasonably
necessary to protect the confidentiality of such information (if practicable) to the extent
such action is otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector.




     (o) In the case of a Shelf Registration, promptly prior to the filing of any document
that is to be incorporated by reference into a Registration Statement or Prospectus, provide
copies of such document, to the extent requested, to the Initial Purchaser, each selling
Holder named in any Registration Statement, and to the underwriter(s), if any, make each of
the Issuers’ and Guarantors’ management, officers and other representatives available for
discussion of such document and other customary due diligence matters, and include such
information in such document prior to the filing thereof as such selling Holders or
underwriter(s), if any, reasonably may request; provided that the requirements of this
paragraph shall not apply to the Company’s Annual Report on Form 10-K, its Quarterly Reports
on Form 10-Q, its Current Reports on Form 8-K or any other documents filed pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (the “Exchange Act
Documents”). Notwithstanding the foregoing, any Person who receives documents or
disclosure pursuant to this Section 5(o) shall agree



15









 







in writing that it will not disclose, or use in connection with any market transactions
in violation of any applicable securities laws, any such information that the Company
determines, in good faith, to be confidential and that it notifies such Person in writing
are confidential unless (i) the disclosure of such information is necessary to avoid or
correct a material misstatement or omission in such Registration Statement or Prospectus or
(ii) such information has been made generally available to the public.




     (p) Provide an indenture trustee for the Registrable Notes or the Exchange Notes of
each Series, as the case may be, and cause the Indenture or the trust indenture provided for
in Section 2(a) hereof to be qualified under the TIA not later than the effective date of
the Exchange Offer or the first Registration Statement relating to the Registrable Notes of
such Series; and in connection therewith, cooperate with the trustee under any such
indenture and the Holders of the Registrable Notes or Exchange Notes of such Series, as
applicable, to effect such changes to such indenture as may be required for such indenture
to be so qualified in accordance with the terms of the TIA; and execute, and use their
commercially reasonable efforts to cause such trustee to execute, all documents as may be
required to effect such changes, and all other forms and documents required to be filed with
the Commission to enable such indenture to be so qualified in a timely manner.




     (q) Comply in all material respects with all applicable rules and regulations of the
Commission and make generally available to the Company’s securityholders earnings statements
satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or
any similar rule promulgated under the Securities Act) no later than 45 days after the end
of any 12-month period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes or
Exchange Notes are sold to underwriters in a firm commitment or best efforts underwritten
offering and (ii) if not sold to underwriters in such an offering, commencing on the first
day of the first fiscal quarter of the Company after the effective date of a Registration
Statement, which statements shall cover said 12-month periods consistent with the
requirements of Rule 158.




     (r) If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Notes by Holders to the Company (or to such other Person as directed by the
Company) in exchange for the Exchange Notes or the Private Exchange Notes, as the case may
be, mark, or cause to be marked, on such Registrable Notes that such Registrable Notes are
being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the
case may be; provided that in no event shall such Registrable Notes be marked as
paid or otherwise satisfied.




     (s) Cooperate with each seller of Registrable Notes covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings reasonably required to be
made with the NASD.




     (t) Use their commercially reasonable efforts to take all other steps reasonably
necessary or advisable to effect the registration of the Exchange Notes and/or Registrable
Notes covered by a Registration Statement contemplated hereby.



16









 





          The Company may require each seller of Registrable Notes or Exchange Notes as to which any
registration is being effected to furnish to the Company such information regarding such seller and
the distribution of such Registrable Notes or Exchange Notes as the Company may, from time to time,
reasonably request. The Company may exclude from such registration the Registrable Notes of any
seller so long as such seller fails to furnish such information within a reasonable time after
receiving such request and in the event of such an exclusion, the Issuers shall have no further
obligation under this Agreement (including, without limitation, the obligations under Section 4)
with respect to such seller or any subsequent Holder of such Registrable Notes. Each seller as to
which any Shelf Registration is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make any information previously furnished to the
Company by such seller not materially misleading.




          Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by acquisition of
such Registrable Notes or Exchange Notes that, upon the Company providing notice to such Holder or
Participating Broker-Dealer, as the case may be, (x) of the happening of any event of the kind
described in Section 5(d)(ii), 5(d)(iii), 5(d)(iv) or 5(d)(v) hereof, or (y) that the Board of
Directors of the Company (the “Board of Directors”) has resolved that the Company has a
bona fide business purpose for doing so, then, upon providing such notice (which shall refer to the
penultimate paragraph of this Section 5), the Issuers may delay the filing or the effectiveness of
the Exchange Offer Registration Statement or the Shelf Registration (if not then filed or
effective, as applicable) and shall not be required to maintain the effectiveness thereof or amend
or supplement the Exchange Offer Registration Statement or the Shelf Registration, in all cases,
for a period (each, “Delay Period”) expiring upon the earlier to occur of (i) in the case
of the immediately preceding clause (x), such Holder’s or Participating Broker-Dealer’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section 5(j) hereof or until
it is advised in writing (the “Advice”) by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any amendments or supplements thereto or (ii)
in the case of the immediately preceding clause (y), the date which is the earlier of (A) the date
on which such business purpose ceases to interfere with the Issuers’ obligations to file or
maintain the effectiveness of any such Registration Statement pursuant to this Agreement or (B) 120
days after the Company notifies the Holders of such good faith determination. There shall not be
(i) more than three Delay Periods during any 12-month period and (ii) more than an aggregate of 180
days of Delay Periods during any 12-month period. The maximum length of the Applicable Period set
forth in Section 2(b) shall be extended by a number of days equal to the number of days during any
Delay Period. Any Delay Period will not alter the obligations of the Issuers to pay Additional
Interest under the circumstances set forth in Section 4 hereof.




          Each Holder or Participating Broker-Dealer, by its acceptance of any Registrable Note, agrees
that during any Delay Period, each Holder or Participating Broker-Dealer will discontinue
disposition of such Notes or Exchange Notes covered by such Registration Statement or Prospectus or
Exchange Notes to be sold by such Holder or Participating Broker-Dealer, as the case may be.




     Section 6. Registration Expenses



          All fees and expenses incident to the performance of or compliance with this Agreement by the
Issuers (other than any underwriting discounts or commissions) shall be borne by the Issuers,
whether or not the Exchange Offer Registration Statement or the Shelf Registration is filed or



17









 








becomes effective or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, reasonable fees and expenses of
compliance with state securities or Blue Sky laws (including, without limitation, reasonable fees
and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or
Exchange Notes and determination of the eligibility of the Registrable Notes or Exchange Notes for
investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are
located, in the case of an Exchange Offer, or (y) as provided in Section 5(h) hereof, in the case
of a Shelf Registration or in the case of Exchange Notes to be sold by a Participating
Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without
limitation, expenses of printing certificates for Registrable Notes or Exchange Notes in a form
eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing
of prospectuses is requested by the managing underwriter or underwriters, if any, or by the Holders
of a majority in aggregate principal amount of the Registrable Notes included in any Registration
Statement or in respect of Exchange Notes to be sold by any Participating Broker-Dealer during the
Applicable Period, as the case may be, (iii) messenger, telephone and delivery expenses of the
Issuers, (iv) fees and disbursements of counsel for the Issuers and the reasonable fees and
disbursements of one special counsel for all of the sellers of Registrable Notes in connection with
the Shelf Registration not to exceed $20,000 (exclusive of any counsel retained pursuant to Section
7 hereof) selected by the Holders of a majority in aggregate principal amount of Notes, Exchange
Notes and Private Exchange Notes being registered and reasonably satisfactory to the Issuers, (v)
fees and disbursements of all independent registered public accounting firms referred to in Section
5(m)(ii) hereof (including, without limitation, the expenses of any special audit and “comfort”
letters required by or incident to such performance), (vi) fees and expenses of all other Persons
retained by any of the Issuers, (vii) internal expenses of the Issuers (including, without
limitation, all salaries and expenses of officers and employees of the Company performing legal or
accounting duties), (viii) the expense of any annual audit, (ix) the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities exchange, and the
obtaining of a rating of the securities, in each case, if applicable, (x) any required fees and
expenses incurred in connection with any filing required to be made with the NASD and (xi) the
expenses relating to printing and distributing all Registration Statements and the certificates
representing the Notes and Exchange Notes. Notwithstanding the foregoing or anything to the
contrary, each Holder shall pay all underwriting discounts and commissions of any underwriters with
respect to any Registrable Notes sold by or on behalf of it.




     Section 7. Indemnification



          (a) The Issuers, jointly and severally, agree to indemnify and hold harmless each Holder of
Registrable Notes included in a Registration Statement and each Participating Broker-Dealer selling
Exchange Notes during the Applicable Period, each Person, if any, who controls any such Person
within the meaning of Section 15 of the Securities Act, the agents, employees, officers and
directors of each Holder and each such Participating Broker-Dealer and the agents, partners,
members, employees, officers, managers and directors of any such controlling Person (each, a
“Participant”) from and against any and all losses, liabilities, claims, damages and
expenses whatsoever (including, but not limited to, reasonable attorneys’ fees of one firm of
counsel (together with any local counsel) and any and all reasonable expenses actually incurred in
investigating or defending against any litigation, commenced or threatened, or any claim
whatsoever, and any and all reasonable amounts paid in settlement of any claim or litigation that
is approved by the Issuers in accordance with Section 7(c) below)

18









 








(collectively, “Losses”) to which they or any of them may become subject under
the Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement (or any amendment thereto), Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or supplements thereto),
or any preliminary prospectus or any Free Writing Prospectus, or caused by, arising out of or based
upon any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein, in the case of the Prospectus, in the light of
the circumstances under which they were made, not misleading, provided that (i) the
foregoing indemnity shall not be available to any Participant insofar as such Losses (or actions in
respect thereof) are caused by any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with information relating to such Participant
furnished to the Company in writing by or on behalf of such Participant expressly for use therein
and (ii) that part of a registration statement which shall constitute the statement of Eligibility
and Qualification (Form T-1) of the Trustee. This indemnity agreement will be in addition to any
liability that the Issuers may otherwise have, including, but not limited to, liability under this
Agreement.




          (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless each
Issuer, each Person, if any, who controls any Issuer within the meaning of Section 15 of the
Securities Act, and each of their respective agents, partners, members, employees, officers and
members of the board of directors from and against any Losses to which they or any of them may
become subject under the Securities Act, the Exchange Act or otherwise insofar as such Losses (or
actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (as amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or any Free Writing Prospectus or caused by,
arising out of or based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in the case of the
Prospectus, in the light of the circumstances under which they were made, not misleading, in each
case to the extent, but only to the extent, that any such Loss arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with information relating to such Participant furnished in writing to the Company
by or on behalf of such Participant expressly for use therein.




          (c) Promptly after receipt by an indemnified party under subsection 7(a) or 7(b) above of
notice of the commencement of any action, suit or proceeding (collectively, an “action”),
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify each party against whom indemnification is to be sought in
writing of the commencement of such action (but the failure so to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have under this Section 7
except to the extent that it has been prejudiced in any material respect by such failure). In case
any such action is brought against any indemnified party, and it notifies an indemnifying party of
the commencement of such action, the indemnifying party will be entitled to participate in such
action, and to the extent it may elect by written notice delivered to the indemnified party
promptly after receiving the aforesaid notice from such indemnified party, to assume the defense of
such action with counsel reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall

19









 








have the right to employ its or their own counsel in any such action, but the fees and
expenses of such counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by the indemnifying parties in
connection with the defense of such action, (ii) the indemnifying parties shall not have employed
counsel to take charge of the defense of such action within a reasonable time after notice of
commencement of the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties (or such indemnifying
parties have assumed the defense of such action), and such indemnified party or parties shall have
reasonably concluded, after consultation with counsel, that there may be defenses available to it
or them that are different from or additional to those available to one or all of the indemnifying
parties (in which case the indemnifying parties shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties), in any of which events such reasonable
fees and expenses of counsel shall be borne by the indemnifying parties. In no event shall the
indemnifying party be liable for the reasonable fees and expenses of more than one firm of counsel
(together with appropriate local counsel) at any time for all indemnified parties in connection
with any one action or separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. Any such separate firm for the
Participants shall be designated in writing by Participants who sold a majority in interest of
Registrable Notes sold by all such Participants and shall be reasonably acceptable to the Company
and any such separate firm for the Issuers, their affiliates, officers, directors, representatives,
employees and agents and such control Person of such Issuers shall be designated in writing by such
Issuers and shall be reasonably acceptable to the Holders. An indemnifying party shall not be
liable for any settlement of any claim or action effected without its written consent, which
consent may not be unreasonably withheld. No indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement of any pending or threatened proceeding in
respect of which any indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional
release of such indemnified party from all liability on claims that are the subject matter of such
proceeding and (y) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.




          (d) In order to provide for contribution in circumstances in which the indemnification
provided for in this Section 7 is for any reason held to be unavailable from the indemnifying party
for any Losses referred to therein, or is insufficient to hold harmless a party indemnified under
this Section 7 for any Losses referred to therein, each indemnifying party shall contribute to the
amount paid or payable by such indemnified party as a result of such aggregate Losses (i) in such
proportion as is appropriate to reflect the relative benefits received by each indemnifying party,
on the one hand, and each indemnified party, on the other hand, from the sale of the Notes to the
Initial Purchasers or the resale of the Registrable Notes by such Holder, as applicable, or (ii) if
such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of each
indemnified party, on the one hand, and each indemnifying party, on the other hand, in connection
with the statements or omissions that resulted in such Losses, as well as any other relevant
equitable considerations. The relative benefits received by the Issuers, on the one hand, and each
Participant, on the other hand, shall be deemed to be in the same proportion as (x) the total
proceeds from the sale of the Notes to the Initial Purchasers (net of discounts and commissions but
before deducting expenses) received by the Issuers are to (y) the total fees and commissions
received by such Participant in connection with the sale of the Registrable

20









 








Notes. The relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers or such
Participant and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission or alleged statement or omission.




          (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation or by any other method of allocation that does not
take into account the equitable considerations referred to above. Notwithstanding the provisions
of this Section 7, (i) in no case shall any Participant be required to contribute any amount in
excess of the amount by which the fees and commissions received by such Participant in connection
with the sale of the Registrable Notes exceeds the amount of any damages that such Participant has
otherwise paid by reason of any untrue or alleged untrue statement or omission or alleged omission
and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Any party entitled to contribution will, promptly after receipt of
notice of commencement of any action against such party in respect of which a claim for
contribution may be made against another party or parties under this Section 7, notify such party
or parties from whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be sought from any
obligation it or they may have under this Section 7 or otherwise, except to the extent that it has
been prejudiced in any material respect by such failure; provided, however, that no
additional notice shall be required with respect to any action for which notice has been given
under this Section 7 for purposes of indemnification. Anything in this section to the contrary
notwithstanding, no party shall be liable for contribution with respect to any action or claim
settled without its written consent, provided, however, that such written consent
was not unreasonably withheld.




     Section 8. Rules 144 and 144A



          The Issuers covenant that if at any time the Issuers are not subject to the reporting
requirements of the Exchange Act, they will, upon the request of any Holder, or beneficial owner,
of Registrable Notes that are “restricted securities” within the meaning of Rule 144 and are not
saleable pursuant to Rule 144(k), make available such information necessary to permit sales
pursuant to Rule 144A under the Securities Act. The Issuers further covenant that for so long as
any Registrable Notes remain outstanding they will take such further action as any Holder of
Registrable Notes may reasonably request from time to time to enable such Holder to sell
Registrable Notes without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144(k) and Rule 144A under the Securities Act, as such Rules may be
amended from time to time. Notwithstanding the foregoing, nothing in this Section 8 shall be
deemed to require the Issuers to register any of their securities under any section of the Exchange
Act.




     Section 9. Underwritten Registrations



          If any of the Registrable Notes covered by any Shelf Registration are to be sold in an
underwritten offering, the investment banker or investment bankers and manager or managers that
will

21









 






manage the offering will be selected by the Holders of a majority in aggregate principal
amount of such Registrable Notes included in such offering and shall be reasonably acceptable to
the Company.




          No Holder of Registrable Notes may participate in any underwritten registration hereunder if
such Holder does not (a) agree to sell such Holder’s Registrable Notes on the basis provided in any
underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements
and (b) complete and execute all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements.




     Section 10. Miscellaneous



          (a) No Inconsistent Agreements. The Issuers have not entered, as of the date hereof,
and shall not, after the date of this Agreement, enter into any agreement with respect to any of
their securities that is inconsistent with the rights granted to the Holders of Registrable Notes
in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not conflict with and are not inconsistent with, in any material respect, the
rights granted to the holders of any of the Issuers’ other issued and outstanding securities under
any such agreements.




          (b) Adjustments Affecting Registrable Notes. The Issuers shall not, directly or
indirectly, take any action with respect to the Registrable Notes of each Series as a class that
would adversely affect the ability of the Holders of Registrable Notes of such Series to include
such Registrable Notes in a registration undertaken pursuant to this Agreement other than as
contemplated in this Agreement.




          (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof may not
be given except pursuant to a written agreement duly signed and delivered by (I) the Company (on
behalf of all Issuers) and (II) (A) the Holders of not less than a majority in aggregate principal
amount of the then outstanding Registrable Notes and (B) in circumstances that would adversely
affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a
majority in aggregate principal amount of the Exchange Notes held by all Participating
Broker-Dealers; provided, however, that this Section 10(c) may not be amended, modified or
supplemented except pursuant to a written agreement duly signed and delivered by the Issuers and
each Holder and each Participating Broker-Dealer (including any Person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of
pursuant to any Registration Statement) affected by any such amendment, modification, waiver or
supplement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions
hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable
Notes whose securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other Holders of
Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of
the Registrable Notes being sold pursuant to such Registration Statement.




          (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made
in writing by hand-delivery, registered first-class mail, next-day air courier or telecopier:






22









 









     (i) if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the
most current address of such Holder or Participating Broker-Dealer, as the case may be, set
forth on the records of the registrar under the Indenture.




     (ii) if to any Issuer, to it at:


Time Warner Cable Inc.

290 Harbor Drive

Stamford, CT 06902



Fax: (203) 328-4094

Attention: General Counsel



with a copies to:



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064



Fax: (212) 757-3990

Attention: John C. Kennedy, Esq.



and



Time Warner Inc.

One Time Warner Center

New York, NY 10019



Fax: (212) 484-7151

Attention: Treasurer






23









 









     (iii) if to the Representatives, to them at:


Citigroup Global Markets Inc.

388 Greenwich St.

New York, NY 10013



Fax: (212) 816-7912

Attention: General Counsel



ABN AMRO Incorporated

Park Avenue Plaza

55 East 52nd Street

New York, NY 10055



Attention: Legal Department



Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005



Fax: (212) 797-2202

Attention: Debt Capital Markets



Wachovia Capital Markets, LLC

One Wachovia Center, DC-6 (NC0613)

301 South College Street

Charlotte, NC 28288-0602



Fax: (704) 383-0661

Attention: Syndicate Department




          All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt is acknowledged by the recipient’s telecopier machine, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.




          Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.




          (e) Guarantors. So long as any Registrable Notes remain outstanding, the Issuers
shall cause each Person that becomes a guarantor of the Notes under the Indenture to execute and
deliver a counterpart to this Agreement which subjects such Person to the provisions of this
Agreement as a Guarantor.




24









 








          (f) Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, the Holders and the
Participating Broker-Dealers; provided, however, that this Agreement shall not inure to the benefit
of or be binding upon a successor or assign of a Holder unless and to the extent such successor or
assign holds Registrable Notes.




          (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same agreement.




          (h) Headings. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.




          (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF.




          (j) Severability. If any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (k) Securities Held by the Issuers or Their Affiliates. Whenever the consent or
approval of Holders of a specified percentage of Registrable Notes is required hereunder,
Registrable Notes held by the Issuers or any of their affiliates (as such term is defined in Rule
405 under the Securities Act) shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.




          (l) Third-Party Beneficiaries. Holders and beneficial owners of Registrable Notes and
Participating Broker-Dealers are intended third-party beneficiaries of this Agreement, and this
Agreement may be enforced
by such Persons. No other Person is intended to be, or shall be construed as, a third-party
beneficiary of this Agreement.




          (m) Entire Agreement. This Agreement, together with the Purchase Agreement and the
Indenture, is intended by the parties as a final and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein and therein
and any and all prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Holders on the one hand and
the Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.




25









 








          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	TIME WARNER CABLE INC.

 	 
	 	By:  	/s/ John K. Martin 	 
	 	 	Name:  	John K. Martin 	 
	 	 	Title:  	EVP, Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	TW NY CABLE HOLDING INC. 

 	 
	 	By:  	/s/ John K. Martin 	 
	 	 	Name:  	John K. Martin 	 
	 	 	Title:  	EVP and Treasurer 	 
	 



	 	 	 	 	 
	 	TIME WARNER ENTERTAINMENT COMPANY, L.P.

 	 
	 	By:  	/s/ John K. Martin 	 
	 	 	Name:  	John K. Martin 	 
	 	 	Title:  	EVP, Chief Financial Officer and Treasurer 	 
	 



	 	 	 	 	 
	 	REPRESENTATIVES: 



CITIGROUP GLOBAL MARKETS INC.

 	 
	 	By:  	/s/ Jack McSpadden 	 
	 	 	Name:  	Jack McSpadden 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	ABN AMRO INCORPORATED

 	 
	 	By:  	/s/ Paul Hatton 	 
	 	 	Name:  	Paul Hatton 	 
	 	 	Title:  	Managing Director 	 




Signature Page: Registration Rights Agreement






26









 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK SECURITIES INC.

 	 
	 	By:  	/s/
R. Scott Flieger 	 
	 	 	Name:  	R. Scott Flieger 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Ritu Ketkar
 	 
	 	 	Name:  	Ritu Ketkar 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	WACHOVIA CAPITAL MARKETS, LLC

 	 
	 	By:  	/s/
Bill Ingram 	 
	 	 	Name:  	Bill Ingram 	 
	 	 	Title:  	Managing Director 	 
	 





Signature Page: Registration Rights Agreement



27