AGREEMENT AND DECLARATION OF TRUST
Exhibit 10.6
EXECUTION COPY
This Agreement and Declaration of Trust (this “Agreement”) is entered into as of
December 18, 2003, by and between Kansas City Cable Partners, a Colorado general partnership (the
“Grantor”), and Wilmington Trust Company, a Delaware banking corporation, as Delaware
trustee hereunder (the “Delaware Trustee”).
WHEREAS, the Grantor and the Delaware Trustee desire to form a trust (the “Trust”) in
accordance with the applicable provisions of the Delaware Statutory Trust Act, 12 Del. C. § 3801 et
seq., as amended (the “Trust Act”), and intend that this Agreement constitute the
“governing instrument” of the Trust;
WHEREAS, the Grantor has entered into that certain Agreement of Merger and Transaction
Agreement, dated as of December 1, 2003 (as amended from time to time, the “Transaction
Agreement”), among the Grantor, Texas Cable Partners, L.P., a Delaware limited partnership
(“TCP”), Time Warner Entertainment-Advance/Xxxxxxxx Partnership, a New York general
partnership, TWE-A/N Texas Cable Partners General Partner LLC, a Delaware limited liability
company, Time Warner Entertainment Company, L.P., a Delaware limited partnership, TCI Texas Cable
Holdings LLC, a Colorado limited liability company, TCI Texas Cable, Inc., a Colorado corporation,
TCI of Missouri, Inc. (formerly known as Liberty Cable of Missouri, Inc.), a Missouri corporation,
TCI of Overland Park, Inc., a Kansas corporation, Comcast Corporation, a Pennsylvania corporation
(solely for purposes of being bound by Sections 3 and 6(p) thereof), and Time Warner Cable Inc., a
Delaware corporation (solely for purposes of being bound by Sections 3 and 6(p) thereof);
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Certain capitalized terms used in this Agreement are defined in Section 13 of this Agreement.
(b) Principal Office. The principal office of the Trust shall be in the care of the
Grantor at 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other place inside or outside the State of
Delaware as the Grantor may designate from time to time. The Grantor shall give prompt notice of
any such change to the Delaware Trustee.
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liabilities relating thereto to the Trust or Grantor, it is hereby understood and agreed by
the parties hereto, including Grantor, that such duties and liabilities are replaced by the duties
and liabilities of the Delaware Trustee expressly set forth in this Agreement. The Grantor shall
reasonably keep the Delaware Trustee informed of any actions taken by the Grantor with respect to
the Trust that affect the rights, obligations or liabilities of the Delaware Trustee hereunder or
under the Trust Act.
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part of the Assets of the Trust shall be vested in a trustee appointed by the Grantor to the
extent so required.
2. POWER & AUTHORITY. Pursuant to Section 3806 of the Trust Act, except as set forth
in Section 1(d) above, the Trust shall be administered by the Grantor in accordance with the
provisions of this Agreement and the Combined Partnership Agreement and the Delaware Trustee hereby
delegates its authority over the administration of the Trust to the Grantor. The Grantor shall
have and may exercise, at any time, in the name of the Trust or on the Trust’s behalf the following
powers and authorities, in each case, subject to the limitations that the Combined Partnership is
subject to under the Combined Partnership Agreement:
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pursuant to Section 2.3 of the Combined Partnership Agreement, subject to the limitations set
forth in the Combined Partnership Agreement.
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to such Persons for such consideration (or without consideration), at such time or times, in
such manner and on such terms as the Grantor may determine; and to purchase, redeem or otherwise
acquire, hold, cancel, reissue, sell and transfer any Securities of the Trust.
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powers that it deems necessary, useful or desirable to carry on the activities of the Trust or
to carry out the provisions of this Agreement, even if such powers are not specifically provided
for herein.
(i) As of the date hereof, the Registrar has issued and delivered to the Grantor a
Trust Certificate in the name of the Grantor evidencing 100% of the Ownership Interests.
(ii) Each Trust Certificate shall be executed by manual or facsimile signature by an
authorized officer of the Registrar. Trust Certificates bearing the signature of an
individual who was, at the time when such signature
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was affixed, authorized to sign on behalf of the Registrar shall bind the Trust,
notwithstanding that such individual has ceased to be so authorized prior to the delivery
of such Trust Certificate or does not hold such office at the date of such Trust
Certificate. Each Trust Certificate shall be dated the date of its issuance.
(i) The Person who shall maintain the Trust’s certificate register shall be referred
to herein as the “Registrar.” The Registrar shall maintain at its office a certificate
register for the registration and transfer of Trust Certificates as herein provided. The
Grantor shall be the initial Registrar.
(ii) A Holder may transfer all or any portion of the beneficial interest in the Trust
evidenced by such Holder’s Trust Certificate upon surrender thereof to the Registrar
accompanied by a written instrument of transfer in form satisfactory to the Registrar duly
executed by such Holder. In addition any transferee of a Trust Certificate shall execute
and deliver to the Registrar (1) a letter, in a form and substance satisfactory to the
Registrar, agreeing to be bound by the terms of this Agreement and (2) if requested by the
Registrar, a written opinion of counsel in form and substance satisfactory to the Registrar
to the effect that the proposed transfer may be effected without registration under any
state or Federal securities laws.
(iii) Upon receipt of the documents set forth in Section 3(e)(ii) above, including the
surrender of the Trust Certificate, the Registrar shall record in the certificate register
the name of the designated transferee as a Holder and shall execute on behalf of the Trust,
authenticate, deliver and issue to such
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transferee a new Trust Certificate evidencing the Ownership Interests transferred to
the transferee. Subsequent to a transfer and upon the issuance of the new Trust
Certificate, the Registrar shall cancel and destroy the Trust Certificate surrendered to it
in connection with such transfer. The Registrar may treat the Person in whose name any
Trust Certificate is registered as the sole owner of the Ownership Interests in the Trust
evidenced by such Trust Certificate.
(iv) No service charge shall be made for any registration of transfer or exchange of
Trust Certificates, but the Registrar may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer or exchange
of Trust Certificates.
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(a) A Holder shall be entitled to receive distributions from time to time as may be declared
by the Grantor in its sole discretion in proportion to such Holder’s Ownership Interests. All
distributions to be made to Holders under this Agreement shall be from the income, proceeds or
assets of the Trust Property.
(b) A Holder may assign all or any part of its right to receive distributions hereunder, but
in the absence of a transfer pursuant to Section 3(e) above, such assignment shall effect no change
in the ownership of the Trust.
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Trustee may resign by giving sixty (60) days advance written notice of resignation to the
Grantor, provided that the Delaware Trustee agrees that any such resignation shall not become
effective until a successor Delaware Trustee has been appointed. In the event of the Delaware
Trustee’s resignation, removal, incapacity to act, death or bankruptcy or other insolvency, the
Delaware Trustee shall be succeeded by a successor trustee chosen by the Grantor in compliance with
the terms of this Agreement. Any successor Delaware Trustee shall succeed to all of the rights and
obligations of the Delaware Trustee replaced hereunder upon execution by such successor trustee of
a counterpart of this Agreement. A successor Delaware Trustee shall not be liable for breaches of
this Agreement committed by a predecessor Delaware Trustee.
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Trustee of its duties under this Agreement; provided, that the indemnification
provided for in this Section 5(d) shall not apply to any claims or liabilities arising from the
Delaware Trustee’s Malfeasance. Except as incurred as a result of its own Malfeasance, the
Delaware Trustee shall not be liable with respect to actions taken by it in reliance upon any
paper, document or signature reasonably believed by it to be genuine and to have been signed by the
proper party that is not in fact genuine. The Delaware Trustee shall not be liable for any error
of judgment in any act done or omitted, nor for any mistake of fact or law, nor for anything which
it may do or refrain from doing in accordance with this Agreement, absent the Delaware Trustee’s
Malfeasance. The Delaware Trustee may consult with accountants, attorneys and other advisors, and
any action taken in accordance with the advice of such advisor shall be presumptively done in good
faith.
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any Person resulting from any merger or consolidation to which the Delaware Trustee shall be a
party, or any Person which succeeds to all or substantially all of the corporate trust business of
the Delaware Trustee, shall be the successor Delaware Trustee under this Agreement without the
execution, delivery or filing of any paper or instrument or further act to be done on the part of
the parties hereto, except as may be required by applicable law.
6. ADVISORS. The Grantor shall have the right to retain such accountants, attorneys,
investment bankers, managing underwriters and other advisors as are necessary or appropriate to
enable the Grantor to perform in a prudent and competent manner the duties and obligations of the
Grantor under this Agreement.
(a) The Trust shall dissolve upon the earlier of (i) ten (10) years from the date hereof; (ii)
the date upon which the Grantor is dissolved; or (iii) the first date upon which the Grantor
revokes the Trust (any such event, a “Dissolution Event”).
(b) None of the Holders (other than the Grantor as provided in Section 8(a)) nor the Delaware
Trustee shall be entitled to dissolve or terminate the Trust.
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(c) Upon dissolution of the Trust, the Grantor shall take such action as is necessary or
appropriate to deliver to the Holders, or such other party designated by the Holders, all property
then held by the Trust pursuant to this Agreement, subject to satisfaction (whether by payment or
reasonable provision therefor) of claims of all creditors of the Trust including, without
limitation, the Delaware Trustee. The Grantor shall have a reasonable period to conclude the
administration of the Trust, and shall be compensated for all reasonably necessary services
performed after the dissolution date. Following completion by the Grantor of the actions required
by this Section 8(c), the Grantor and the Delaware Trustee shall terminate the legal existence of
the Trust by canceling the Certificate of Trust in accordance with the Trust Act.
9. CONFIDENTIALITY. This Agreement and all matters concerning the performance,
enforcement and interpretation hereof shall be kept in strict confidence by the parties, except
where disclosure is required by law, rule or regulation, to carry out the express purposes and
terms of this Agreement, or in connection with any claims or actions relating to this Agreement.
Notwithstanding any provision in this Agreement to the contrary, any party hereto (and each
officer, director, employee, representative or other agent of any such party) is permitted to
disclose to any and all Persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement, and all materials of any kind
(including opinions or other tax analyses) related to such tax treatment and tax structure;
provided, that this Section 9 shall not permit any Person to disclose, except as otherwise
set forth herein, the name of, or other information that would identify, any party to such
transactions or to disclose confidential commercial or strategic information, or other
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proprietary information regarding such transactions not related to such tax treatment and tax
structure.
(a) To the extent that, at law or in equity, the Grantor has duties (including fiduciary
duties) and liabilities relating thereto to the Trust, any Holder, or to any other Person, the
Grantor acting under this Agreement shall not be liable to the Trust, any Holder, or to any other
Person for its good faith reliance on the provisions of this Agreement. In no event shall the
Grantor have any liability except for its own Malfeasance in the management of the Trust. The
provisions of this Agreement, to the extent that they restrict the duties and liabilities of the
Grantor otherwise existing at law or in equity are agreed by the parties hereto to replace
completely such other duties and liabilities of the Grantor.
(b) Unless otherwise expressly provided herein, whenever (1) a conflict of interest with
respect to the subject matter hereof exists or arises between the Grantor or any of its Affiliates,
on the one hand, and the Trust or any Holder, or any other Person, on the other hand, or (2) this
Agreement or any other agreement contemplated herein or therein provides that the Grantor shall act
in a manner that is, or provides terms that are, fair and reasonable to the Trust, any Holder, or
any other Person, the Grantor shall resolve such conflict of interest, take such action or provide
such terms, considering in each case the relative interest of each party (including its own
interest) to such conflict, agreement, transaction or situation and the benefits and burdens
relating to such interests, any customary or accepted industry practices, and any applicable
generally accepted accounting practices or principles. In the absence of bad faith by the Grantor,
the
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resolution, action or terms so made, taken or provided by the Grantor shall not constitute a
breach of this Agreement or any other agreement contemplated herein or of any duty or obligation of
the Grantor at law or in equity or otherwise.
(c) Notwithstanding any other provision of this Agreement or otherwise applicable law,
whenever in this Agreement the Grantor is permitted or required to make a decision:
(i) in its “discretion” or under a grant of similar authority, the Grantor shall be
entitled to consider such interests and factors as it desires, including its own interests,
and, to the fullest extent permitted by applicable law, shall have no duty or obligation to
give any consideration to any interest of or factors affecting the Trust, any Holder, or
any other Person; or
(ii) in its “good faith” or under another express standard, the Grantor shall act
under such express standard and shall not be subject to any other or different standard.
(d) The Grantor and any Affiliate of the Grantor may engage in or possess an interest in other
profit-seeking or business ventures of any nature or description, independently or with others,
whether or not such ventures are competitive with the Trust and the doctrine of corporate
opportunity, or any analogous doctrine, shall not apply to the Grantor or any Affiliate of the
Grantor. If the Grantor acquires knowledge of a potential transaction, agreement, arrangement or
other matter that may be an opportunity for the Trust, the Grantor shall not have any duty to
communicate or offer such opportunity to the Trust, and the Grantor shall not be liable to the
Trust or any Holder, for breach of any fiduciary or other duty by reason of the fact that the
Grantor
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pursues or acquires such opportunity for itself, directs such opportunity to another Person,
or does not communicate such opportunity or information to the Trust. Neither the Trust nor any
Holder, shall have any rights or obligations by virtue of this Agreement or the trust relationship
created hereby in or to such independent ventures or the income or profits or losses derived
therefrom, and the pursuit of such ventures, even if competitive with the activities of the Trust,
shall not be deemed wrongful or improper. The Grantor may engage or be interested in any financial
or other transaction with the Trust, any Holder, or any of their respective Affiliates, or may act
as depositary for, trustee or agent for, or act on any committee or body of holders of, securities
or other obligations of the Trust, any Holder, or their respective Affiliates.
(a) The Trust shall indemnify and hold harmless the Grantor, its successors, assigns,
Affiliates, officers, agents, employees and partners, and the Affiliates, officers, agents and
employees of the Grantor’s partners (collectively, the “Indemnified Parties”), to the
fullest extent permitted by law, from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively,
“Losses”) which may at any time be imposed on, incurred by, or asserted against the
Indemnified Parties in any way relating to or arising out of the administration of the Trust and
the Trust Property or the actions or inactions of the Grantor in its capacity as manager of the
Trust, except to the extent that an Indemnified Party is found liable for an act or omission
involving gross negligence or willful misconduct. The Trust shall, upon request by an Indemnified
Party, assume the
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defense of any claim made against such Indemnified Party in respect of which the Indemnified
Party is or may be entitled to indemnification hereunder and shall satisfy any judgment thereon
from the Trust Property to the extent such judgment is an indemnified Loss hereunder.
(b) In the event an Indemnified Party shall be held to be personally liable for any obligation
of the Trust solely by reason of the fact that the Grantor is or was at any time a beneficial owner
of an Ownership Interest, such Indemnified Party shall be entitled to be indemnified and held
harmless out of the Trust Property against all Losses arising from such liability. The Trust
shall, upon request by an Indemnified Party, assume the defense of any claim made against such
Indemnified Party for any act or obligation of the Trust and shall satisfy any judgment thereon
from the Trust Property.
(c) The Trust shall pay expenses incurred in defending any claim made against such Indemnified
Party (including reasonable legal fees and expenses) in advance of the final disposition of such
claim upon receipt by the Trust of an undertaking, in form satisfactory to the legal counsel of the
Trust, to repay such amount if it shall be determined that such Indemnified Party is not entitled
to be indemnified.
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affairs of the Trust in exchange for Securities thereof or beneficial interests therein; (ii)
merge or consolidate the Trust into, or sell, convey and transfer the Trust Property to, any such
corporation, limited liability company, partnership, association, trust or organization in exchange
for Securities thereof or beneficial interests therein, and the assumption by the transferee of the
liabilities of the Trust; and (iii) in the case of (i) or (ii), as applicable, thereupon terminate
the Trust (in the case of a transfer of the Trust Property) and deliver such Securities or
beneficial interest ratably among the Holders according to the respective rights of such Holders.
13. DEFINITIONS. As used in this Agreement, the following terms shall have the
following meanings:
(a) “Affiliate” means, when used with respect to any Person, any other Person directly
or indirectly through one or more intermediaries controlling, controlled by or under common control
with such Person. As used in the definition of
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“Affiliate,” the term “control” means possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.
(b) “Agreement” shall have the meaning set forth in the preamble to this Agreement.
(c) “Assets” means “Assets” as defined in the Transfer Agreement.
(d) “Code” means the Internal Revenue Code of 1986, as amended.
(e) “Combined Partnership” shall have the meaning set forth in the recitals to this
Agreement; provided that prior to the Merger, the Combined Partnership shall mean the Grantor.
(f) “Combined Partnership Agreement” means the Limited Partnership Agreement of the
Combined Partnership, dated as of June 23, 1998, as amended from time to time; provided that prior
to the Merger, the Combined Partnership Agreement shall mean the Amended and Restated General
Partnership Agreement of the Grantor, dated as of August 31, 1998, as amended from time to time.
(g) “Delaware Trustee” shall have the meaning set forth in the recitals to the
Agreement, and any successor Delaware Trustee hereunder.
(h) “Final Determination” means any of the following: (i) a decision, judgment,
decree or other order of a court of original jurisdiction which has become final (i.e., the time
for filing an appeal shall have expired), (ii) a closing agreement made under Section 7121 of the
Code, or any other settlement agreement
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entered into in connection with an administrative or judicial proceeding, provided, however,
that any refund claim shall be deemed approved without regard to any required approval of the Joint
Committee on Taxation, (iii) the expiration of the time for instituting a claim for refund, or if a
claim was filed, the expiration of the time for instituting suit with respect thereto, or (iv) in
any case where judicial review shall be unavailable, a decision, judgment, decree or other order of
an administrative official or agency which has become final.
(i) “Grantor” shall have the meaning set forth in the preamble to this Agreement.
(j) “Holder” means a registered owner of a Trust Certificate according to the records
of the Registrar.
(k) “KCCP Assets” means “KCCP Assets” as defined in the Transfer Agreement.
(l) “KCCP Liabilities” means “KCCP Liabilities” as defined in the Transfer Agreement.
(m) “Malfeasance” means bad faith, gross negligence or willful misconduct.
(n) “Management Agreement” shall have the meaning set forth in Section 2(g).
(o) “Merger” shall have the meaning set forth in the recitals to this Agreement.
(p) “Ownership Interest” shall have the meaning set forth in Section 3(a).
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(q) “Person” means any individual, corporation, general or limited partnership,
limited liability company, joint venture, trust, association, unincorporated entity of any kind, or
a government or any department or agency thereof.
(r) “Registrar” shall have the meaning set forth in Section 3(e)(i).
(s) “Securities” means any Ownership Interests, stock, shares or other evidences of
equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or
other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as “securities” or any certificates of interest, shares
or participations in, temporary or interim certificates for, receipts for, guarantees of, warrants,
options or rights to subscribe to, purchase or acquire, any of the foregoing.
(t) “Transaction Agreement” shall have the meaning set forth in the recitals to this
Agreement.
(u) “Transfer Agreement” shall have the meaning set forth in the recitals to this
Agreement.
(v) “Trust” shall have the meaning set forth in the recitals to this Agreement.
(w) “Trust Act” shall have the meaning set forth in the recitals to this Agreement.
(x) “Trust Certificate” shall have the meaning set forth in Section 3(a).
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(y) “Trust Property” means the Trust’s Assets and all other property, real, personal
or otherwise, tangible or intangible, that is transferred or conveyed to the Trust, or that is
otherwise owned or acquired by the Trust.
If to the Grantor:
00 Xxxxxxxxxxx Xxxxx,
Xxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: General Counsel
with a copy to:
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: General Counsel
and a copy to:
c/o Comcast Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: General Counsel
If to the Delaware Trustee:
Wilmington Trust Company
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Corporate Trust Administration
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Any party may, by notice to the other parties, change the address to which such notices are to
be given.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
KANSAS CITY CABLE PARTNERS |
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By: | Time Warner Entertainment Company, | |||
L.P., General Manager | ||||
By: | /s/ Xxxxx X. X’Xxxxx | |||
Name: | Xxxxx X. X’Xxxxx | |||
Title: | Executive Vice President, Investments, Cable Group | |||
WILMINGTON TRUST COMPANY |
||||
By: | /s/ Xxxxx X. Xxxxxxxx | |||
Name: | Xxxxx X. Xxxxxxxx | |||
Title: | Financial Services Officer | |||
This Certificate of Trust of KCCP Trust (the “Trust"), dated December ___, 2003, is being duly
executed and filed by Wilmington Trust Company, a Delaware banking corporation, as trustee, to form
a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, § 3801 et seq.)
(the “Act").
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Delaware trustee |
||||||
By: | ||||||
Name: | ||||||
Title: |
Exhibit B
[Second Amended and Restated Management Agreement]
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Exhibit C
THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY IN ANY JURISDICTION OR UNDER THE
SECURITIES LAWS OR “BLUE SKY” LAWS OF ANY STATE. THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS
SUBSEQUENTLY REGISTERED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES AND BLUE SKY LAWS OR
UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THIS TRUST CERTIFICATE IS NOT PERMITTED TO BE ASSIGNED, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF THE AGREEMENT AND
DECLARATION OF TRUST REFERRED TO HEREIN.
KCCP TRUST
TRUST CERTIFICATE
Certificate No. __
Ownership Interest: _______%
Issue Date: ___________
The UNDERSIGNED, acting in its capacity as the Registrar of KCCP Trust, a Delaware statutory
trust (the “Trust”), hereby certifies that [ ] is the owner of the
Ownership Interest in the Trust set forth above. This Trust Certificate is issued pursuant to and
is entitled to the benefits of the Trust’s Agreement and Declaration of Trust, dated as of
December 18, 2003 (as amended, modified or supplemented from time to time, the “Trust
Agreement”), and each Holder by acceptance hereof shall be bound by the terms of the Trust
Agreement. Reference is hereby made to the Trust Agreement for a statement of the rights and
obligations of the Holder hereof. The Registrar may treat the person shown on the certificate
register maintained by the Registrar pursuant to Section 3(e) of the Trust Agreement as the
absolute Holder hereof for all purposes.
Capitalized terms used herein without definition have the meanings ascribed to them in the
Trust Agreement.
Transfer of this Trust Certificate is subject to certain restrictions and limitations set
forth in the Trust Agreement. In the manner more fully set forth in, and as limited by, the Trust
Agreement, this Trust Certificate may only be transferred upon the books of the Registrar by the
registered Holder upon surrender of this Trust Certificate to
the Registrar accompanied by a written instrument of transfer in form satisfactory to the
Registrar duly executed by the Holder.
In addition, any transferee of this Trust Certificate shall execute and deliver to the
Registrar a letter, in form and substance satisfactory to the Registrar, agreeing to be bound by
the terms of the Trust Agreement. The Registrar may request a written opinion of counsel in form
and substance satisfactory to the Registrar to the effect that the proposed transfer of this Trust
Certificate may be effected without registration under any state or Federal securities laws.
The Holder hereof, by its acceptance of this Trust Certificate, warrants, represents and
covenants to the Registrar and to the Holders of the other Trust Certificates issued under the
Trust Agreement, if any, that it will not, and agrees not to, transfer this Trust Certificate
except in accordance with the Trust Agreement, including, without limitation, the restrictions on
transferability set forth in Section 3.3(e) of the Trust Agreement.
This Certificate and the Trust Agreement shall in all respects be governed by, and construed
in accordance with, the laws of the State of Delaware (excluding choice of law rules thereof).
[Signature Page Follows]
KANSAS CITY CABLE PARTNERS, in its capacity as Registrar of KCCP Trust | ||||||||
By: | Time | Warner Entertainment Company, | ||||||
L.P., General Manager | ||||||||
By: | ||||||||
Name: Xxxxx X. X’Xxxxx | ||||||||
Title: Executive Vice President, | ||||||||
Investments, Cable Group |