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(TWCI) and its affiliated subsidiaries to reorganize their corporate structure as reflected in Exhibit 1 and the Post-Transaction Structure in Exhibit 2. The agreement provides for transferring each affiliate’s cable operations and related assets, including franchises and applicable contracts, leases, and licenses, to designated Regional Operating Entities. Definitions establish the scope of affiliates, transferred and retained assets, and required governmental consents supporting the transactions.",{"@graph":63,"@context":119},[64,80,102],{"@type":65,"itemListElement":66},"BreadcrumbList",[67,71,74,77],{"item":68,"name":69,"@type":70,"position":9},"https://docshare.wps.com","Home","ListItem",{"item":72,"name":10,"@type":70,"position":73},"https://docshare.wps.com/template/",2,{"item":75,"name":41,"@type":70,"position":76},"https://docshare.wps.com/template/letters/",3,{"item":78,"name":59,"@type":70,"position":79},"https://docshare.wps.com/template/time-warner-cable-restructuring-agreement-execution-copy/282863/",4,{"url":78,"name":59,"@type":81,"image":82,"author":87,"headline":59,"publisher":90,"fileFormat":93,"inLanguage":57,"description":61,"dateModified":94,"datePublished":95,"encodingFormat":93,"isAccessibleForFree":96,"interactionStatistic":97},"DigitalDocument",{"url":83,"@type":84,"width":85,"height":86},"https://docshare.wps.com/thumbnails/time-warner-cable-restructuring-agreement-execution-copy/282863.png","ImageObject",442,249,{"name":88,"@type":89},"Theodora","Person",{"url":68,"name":91,"@type":92},"DocShare","Organization","application/pdf","2026-10-18","2026-09-16",true,{"@type":98,"interactionType":99,"userInteractionCount":101},"InteractionCounter",{"@type":100},"ViewAction",9,{"@type":103,"mainEntity":104},"FAQPage",[105,111,115],{"name":106,"@type":107,"acceptedAnswer":108},"What is the purpose of the Restructuring Agreement dated March 12, 2012?","Question",{"text":109,"@type":110},"The agreement sets out the actions TWCI and its affiliates will take to streamline organization and align management and legal entity reporting through a reorganized corporate structure defined in Exhibit 2.","Answer",{"name":112,"@type":107,"acceptedAnswer":113},"What transactions are intended to achieve the Post-Transaction Structure?",{"text":114,"@type":110},"TWCI and each applicable affiliate intend to transfer affiliates’ cable operations and related assets to the appropriate Regional Operating Entity, including franchies and the relevant contracts, leases, and licenses for those operations.",{"name":116,"@type":107,"acceptedAnswer":117},"How does the agreement define key terms such as Franchise and License?",{"text":118,"@type":110},"A Franchise is the governing franchise agreements and related authorizing materials for cable operations, while a License includes permits and authorizations issued by governmental entities (other than franchises) that relate primarily to an affiliate’s cable operations.","https://schema.org",{"og:url":78,"og:type":121,"og:title":59,"og:site_name":91,"og:description":61},"article",{"robots":123,"canonical":78},"index,follow",{"doc_id":125,"site_id":56},282863,1789583937,{"code":4,"msg":5,"data":128},{"doc_id":125,"user_id":129,"nickname":88,"user_avatar":130,"doc_module":9,"category_id":40,"category_name":41,"doc_title":59,"doc_description":61,"doc_content":131,"file_id":132,"file_url":133,"file_type":134,"file_size":135,"view_count":101,"is_deleted":4,"is_public":9,"is_downloadable":9,"audit_status":9,"page_count":136,"language":137,"language_code":57,"site_id":56,"html_lang":57,"table_of_contents":138,"faqs":139,"seo_title":140,"seo_description":61,"update_tm":126,"read_time":141},687197207919,"https://ap-avatar.wpscdn.com/avatar/a000253d6f5f7c60be?x-image-process=image/resize,m_fixed,w_180,h_180&k=1779446848396160552","EXECUTION COPY  \nRESTRUCTURING AGREEMENT  \nTHIS RESTRUCTURING AGREEMENT, dated as of March 12, 2012 (this “Agreement”), is entered into by and among Time Warner Cable Inc., a Delaware corporation (“TWCI”), and each of the direct and indirect subsidiaries and affiliates ofTWCI listed as an “Affiliate” on the signature page hereof, including each Regional Operating Entity (as defined below) (each an “Affiliate”).  \nSTATEMENT OF PURPOSE  \nWHEREAS, the present corporate structure of TWCI and the Affiliates (other than the newly formed Regional Operating Entities) is represented in the chart attached hereto as Exhibit 1;  \nWHEREAS, in order among other things to streamline their organization and to align management and legal entity reporting, TWCI and each of the Affiliates desire to take such actions and to execute such documents in order to reorganize their corporate structure to be as represented in the chart attached hereto as Exhibit 2 (the “Post-Transaction Structure”);  \nWHEREAS, in order to effectuate the Post-Transaction Structure, TWCI and each of the Affiliates, as applicable, desires to transfer to the appropriate Regional Operating Entity such Affiliate’s cable operations and related assets serving or related to the area to be served by such Regional Operating Entity, including the Franchises (as defined below) for the communities located in such service area and the Contracts, Leases and Licenses (as defined below) relating to such cable operations, in each case as further described in this Agreement; and  \nWHEREAS, the parties desire to set forth the actions required to effectuate the PostTransaction Structure.  \nNOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:  \nARTICLE 1.  \nDEFINITIONS  \nSection 1.1.  Certain Defined Terms. The following terms have the meanings specified below or are defined in the Sections referred to below.  \n“Affiliate” is defined in the opening paragraph.  \n“Agreement” is defined in the opening paragraph.  \n“Ancillary Agreements” means the agreements, instruments and documents and related transfer documentation in a form reasonably acceptable to the relevant parties thereto, necessary or desirable to effectuate the Post-Transaction Structure as contemplated in this Agreement or otherwise required to be executed and delivered pursuant to this Agreement.  \n“Closing” is defined in Section 3.1 .  \nDC 889291.11  \n“Closing Date” is defined in Section 3.1 .  \n“Contract” means any legally binding agreement, contract, lease, license (other than the Licenses), purchase and sales order, undertaking, binding commitment or instrument to which an Affiliate is a party relating primarily to the cable operations of such Affiliate, whether written or oral, including any amendments, supplements and other modifications thereto, but excluding all Franchises.  \n“CVC” means Century Venture Corporation, a Delaware corporation.  \n“Digital Phone” means TWC Digital Phone LLC, a Delaware limited liability company.“Delayed Transfer Asset” is defined in Section 3.3 .  \n“Erie Telecom” means Erie Telecommunications, Inc., a Pennsylvania corporation.  \n“FCC” means the Federal Communications Commission.  \n“Franchise” means each franchise agreement and similar governing agreements, instruments and resolutions and franchise-related statutes, ordinances and acknowledgements of a Governmental Entity authorizing cable operations or the provision of cable services.  \n“Governmental Entity” means any United States federal, state or local governmental, regulatory or administrative authority, agency, division, instrumentality or commission or any judicial or arbitral body.  \n“Lease” means any Contract (including any assignments, amendments or supplements thereto) for the lease of any real property by an Affiliate in connection with its cable operations.  \n“License” means any license, permit, order ","cbCaiiLeOSW8zYEf","https://ap.wps.com/l/cbCaiiLeOSW8zYEf","pdf",267257,23,"English","# Statement of Purpose\n# Article 1. Definitions\n## Certain Defined Terms","[{\"question\":\"What is the purpose of the Restructuring Agreement dated March 12, 2012?\",\"answer\":\"The agreement sets out the actions TWCI and its affiliates will take to streamline organization and align management and legal entity reporting through a reorganized corporate structure defined in Exhibit 2.\"},{\"question\":\"What transactions are intended to achieve the Post-Transaction Structure?\",\"answer\":\"TWCI and each applicable affiliate intend to transfer affiliates’ cable operations and related assets to the appropriate Regional Operating Entity, including franchies and the relevant contracts, leases, and licenses for those operations.\"},{\"question\":\"How does the agreement define key terms such as Franchise and License?\",\"answer\":\"A Franchise is the governing franchise agreements and related authorizing materials for cable operations, while a License includes permits and authorizations issued by governmental entities (other than franchises) that relate primarily to an affiliate’s cable operations.\"}]","Time Warner Cable Restructuring Agreement - Execution Copy | PDF",8]