Re: Separation Agreement
Exhibit
99.12
February 10,
2009
Xxx Xxxx
Xxxxxx Xxxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attention: Executive
Vice President, General Counsel
Dear Sir
or Madam:
Reference is hereby made to (i) the
Separation Agreement, dated as of May 20, 2008 (the “Agreement”), among
Time Warner Inc. (“TWX”), Time Warner
Cable Inc. (“TWCable”), Time
Warner Entertainment Company, L.P., TW NY Cable Holding Inc., Warner
Communications Inc. (“WCI”), Historic TW
Inc. and American Television and Communications Corporation and (ii) the Consent
in Lieu of a Meeting of the Stockholders of TWCable, executed by WCI on February
10, 2009 (the “WCI
Consent”), pursuant to which WCI, in its capacity as the holder of a
majority of the voting power of the outstanding common stock of TWCable,
authorized the Board of Directors of TWCable to effect, subject to the terms and
conditions set forth therein, a reverse stock split (the “Reverse Stock
Split”). Capitalized terms used herein and not otherwise
defined shall have the meaning given to them in the Agreement.
TWCable currently anticipates (i)
filing the Amended Charter with the Secretary of State of the State of Delaware
to effect the Recapitalization on the date that, and following such time as, TWX
receives its portion of the Special Dividend and (ii) filing the
certificate of amendment to the Amended Charter (the “Amendment”) with the
Secretary of State of the State of Delaware to effect the Reverse Stock Split on
the date of, and following such time as, the Amended Charter has been filed with
the Secretary of State of the State of Delaware.
Pursuant to Section 4.08 of the
Agreement and in accordance with Section 12.02 of the Agreement, TWX, by
executing this letter agreement, hereby consents to the filing of the Amendment
and the implementation of the Reverse Stock Split on the date of and following
the Recapitalization but prior to the effective time of the record date for the
Distribution.
Except as set forth in this letter
agreement, the execution, delivery and effectiveness of this letter agreement
shall not operate as a waiver or modification of any other provisions of the
Agreement and the Agreement shall remain in full force and effect and is hereby
ratified and confirmed. For the avoidance of doubt, nothing contained
herein shall obligate TWCable to consummate the Reverse Stock Split in
accordance with the timing set forth herein.
This letter agreement may be signed in
any number of counterparts each of which shall be an original and all of which
shall together constitute one and the same letter agreement. Any
counterpart or other signature hereupon delivered by facsimile shall be deemed
for all purposes as constituting good and valid execution and delivery of this
letter agreement by such party.
This letter agreement shall be governed
and construed in accordance with the Agreement.
[Remainder
of Page Intentionally Left Blank]
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Please
indicate your agreement to the foregoing by executing this letter agreement in
the blocks indicated below.
Very
truly yours,
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TIME
WARNER CABLE INC.
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By: |
/s/
Xxxxxx X. Adige
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Name: Xxxxxx
X. Adige
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Title:
Senior Vice President, Investments
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CONSENTED
TO
This
10th
day of February, 2009
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By: |
/s/
Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
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Title: Senior Vice President and Deputy
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