Registration Rights Agreement dated February 9, 2005



 Exhibit 4.8 
  

EXECUTION COPY 
  
 REGISTRATION RIGHTS AGREEMENT 
  
 Dated February 9, 2005 
  
 among 
  
 TIME
WARNER TELECOM HOLDINGS INC. 
  
 THE GUARANTORS LISTED IN SCHEDULE
A 
  
 and 
  
 MORGAN STANLEY & CO. INCORPORATED 
 LEHMAN BROTHERS INC. 
 WACHOVIA CAPITAL MARKETS,
LLC 
  









  
 REGISTRATION RIGHTS AGREEMENT

  
 THIS REGISTRATION RIGHTS AGREEMENT (the
“Agreement”) is made and entered into on February 9, 2005, among TIME WARNER TELECOM HOLDINGS, INC., a Delaware corporation (the “Company”), TIME WARNER TELECOM INC., the parent of the Company (“TWT
Inc.”), certain subsidiaries of the Company and TWT Inc. listed in Schedule II of the Purchase Agreement, as defined below (collectively, the “Subsidiary Guarantors” and together with TWT Inc., the
“Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, LEHMAN BROTHERS INC. and WACHOVIA CAPITAL MARKETS, LLC. (collectively, the “Initial Purchasers”). 
  
 This Agreement is made pursuant to the Purchase Agreement dated February 3,
2004, among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $200 million principal amount of its 91⁄4% Senior Notes due
2014 (the “Securities”) and the guarantees thereof by the Guarantors (the “2005 Guarantees”). In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company and the Guarantors have
agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement. 
  
 In consideration of the foregoing, the parties hereto agree as follows:

  
 1. Definitions. 
  
 As used in this Agreement, the following capitalized defined terms shall have
the following meanings: 
  
 “1933
Act” shall mean the Securities Act of 1933, as amended from time to time. 
  
 “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time. 
  
 “2004 Guarantees” means the guarantees by
the Guarantors pursuant to the 2004 Indenture. 
  
 “2005 Guarantees” shall have the meaning set forth in the preamble. 
  
 “2004 Indenture” means the indenture relating to the outstanding 91⁄4% Senior Notes due 2014, dated as of February 20,
2004, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, as supplemented by the First Supplemental Indenture dated as of May 20, 2004, and as such indenture, as amended, may be amended from time to time in
accordance with the terms thereof. 
  
 “2005 Indenture” means the indenture relating to the Securities dated as of February 9, 2005, among the Company, the Guarantors and Wells Fargo Bank, National 

  









 
Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof. 
  
 “Closing Date” shall mean the Closing Date
as defined in the Purchase Agreement. 
  
 “Company” shall have the meaning set forth in the preamble and shall also include the Company’s successors. 
  
 “Exchange Dates” shall have the meaning set forth in Section 2 hereof. 
  
 “Exchange Offer” shall mean the exchange
offer by the Company of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof. 
  
 “Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant to Section 2(a) hereof.

  
 “Exchange Offer Registration
Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained
therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “Exchange Securities” shall mean additional 91⁄4% Senior Notes due 2014 and the related additional 2004 Guarantees, to
be issued by the Company and the Guarantors, respectively, under the 2004 Indenture, which shall be identical to and treated as the same class as the outstanding 91⁄4% Senior Notes due 2014 (including the 2004 Guarantees) and shall be offered to
Holders of Securities in exchange for Securities pursuant to the Exchange Offer. 
  
 “Guarantors” shall have the meaning set forth in the preamble. 
  
 “Holder” shall mean the Initial Purchasers,
for so long as they own any Registrable Securities, and each of their successors, assigns and direct and indirect transferees who become registered owners of Registrable Securities under the 2005 Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers (as defined in Section 4(a)). 
  
 “Initial Purchasers” shall have the meaning set forth in the preamble. 
  
 “Majority Holders” shall mean the Holders
of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities
held by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act) (other than the Initial Purchasers or subsequent Holders of Registrable Securities if such subsequent holders are deemed to be such affiliates
solely by reason of their holding of such Registrable Securities) shall not 

  

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be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount. 
  
 “Participating Broker-Dealer” has the
meaning set forth in Section 4 hereof. 
  
 “Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. 
  
 “Prospectus” shall mean the prospectus
included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein. 
  
 “Purchase Agreement” shall have the meaning
set forth in the preamble. 
  
 “Registrable Securities” shall mean the Securities and the 2005 Guarantees; provided, however, that the Securities and the 2005 Guarantees shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities and the 2005 Guarantees shall have been declared effective under the 1933 Act and such Securities and the 2005 Guarantees shall have been disposed of pursuant to such Registration Statement; (ii) when such
Securities and the 2005 Guarantees have been sold to the public pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the 1933 Act; or (iii) when such Securities and the 2005 Guarantees shall have ceased to be
outstanding. 
  
 “Registration
Expenses” shall mean any and all expenses incident to performance of or compliance by the Company and the Guarantors with this Agreement, including without limitation: (i) all SEC, stock exchange or National Association of Securities
Dealers, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of counsel for any underwriters or Holders in
connection with blue sky qualification of any of the Exchange Securities or Registrable Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and
disbursements relating to the qualification of the 2005 Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Company and the Guarantors and,
in the case of a Shelf Registration Statement, the fees and disbursements of one counsel for the Holders (which counsel shall be selected by the Majority Holders and which counsel may also be counsel for the Initial Purchaser) and (viii) the fees
and disbursements of the independent public accountants of the Company and the Guarantors, including the expenses of any special audits or “cold comfort” letters required by or 

  

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incident to such performance and compliance, but excluding fees and expenses of counsel to the underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder. 
  
 “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “SEC” shall mean the United States Securities and Exchange Commission. 
  
 “Securities” shall have the meaning set
forth in the preamble. 
  
 “Shelf
Registration” shall mean a registration effected pursuant to Section 2(b) hereof. 
  
 “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company and the Guarantors
pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Registrable Securities (but no other securities unless approved by the Holders whose Registrable Securities are covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein. 
  
 “Trustee” with respect to the Securities shall mean the trustee under the 2005 Indenture and with respect to the Exchange
Securities, the trustee under the 2004 Indenture. 
  
 “Underwriter” shall have the meaning set forth in Section 3 hereof. 
  
 “Underwritten Registration” or “Underwritten Offering” shall mean a registration in which Registrable
Securities are sold to an Underwriter for reoffering to the public. 
  
 2. Registration Under the 1933 Act. 
  
 (a) To the extent
not prohibited by any applicable law or applicable interpretation of the Staff of the SEC, the Company and the Guarantors shall use their best efforts to cause to be filed an Exchange Offer Registration Statement covering the offer by the Company
and the Guarantors to the Holders to exchange all of the Registrable Securities for Exchange Securities and to have such Registration Statement remain effective until the closing of the Exchange Offer. The Company and the Guarantors shall commence
the Exchange Offer promptly after the Exchange Offer Registration Statement has been declared effective by the SEC and use their best efforts to have the Exchange Offer consummated not later than 60 days after such effective date. 

  

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The Company and the Guarantors shall commence the Exchange Offer by mailing the related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law: 
  
 (i) that the Exchange Offer is being made pursuant to this Registration Rights Agreement and that all Registrable Securities validly
tendered will be accepted for exchange; 
  
 (ii)
the dates of acceptance for exchange (which shall be a period of at least 20 business days from the date such notice is mailed) (the “Exchange Dates”); 
  
 (iii) that any Registrable Security not tendered will remain outstanding and continue to accrue interest,
but will not retain any rights under this Registration Rights Agreement; 
  
 (iv) that Holders electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to surrender such Registrable Security, together with the enclosed letters of transmittal, to the
institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice prior to the close of business on the last Exchange Date; and 
  
 (v) that Holders will be entitled to withdraw their election, not later than the close of business on the
last Exchange Date, by sending to the institution and at the address (located in the Borough of Manhattan, The City of New York) specified in the notice a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing his election to have such Securities exchanged. 
  
 As soon as practicable after the last Exchange Date, the Company and the Guarantors shall: 
  
 (i) accept for exchange Registrable Securities or portions
thereof tendered and not validly withdrawn pursuant to the Exchange Offer; and 
  
 (ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for
exchange by the Company and the Guarantors and issue, and cause the Trustee to promptly authenticate and mail to each Holder, an Exchange Security equal in principal amount to the principal amount of the Registrable Securities surrendered by such
Holder. 
  
 The Company and the Guarantors shall use their best efforts to
complete the Exchange Offer as provided above and shall comply with the applicable requirements of the 1933 Act, the 1934 Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to
any conditions, other than that the Exchange Offer does not violate applicable law or any applicable interpretation of the Staff of the SEC. The Company and the Guarantors shall inform the Initial Purchasers of the names and addresses of the Holders
to whom the Exchange Offer is made, and the Initial Purchasers shall have the right, subject to 

  

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applicable law, to contact such Holders and otherwise facilitate the tender of Registrable Securities in the Exchange Offer. 
  
 (b) In the event that (i) the Company and the Guarantors determine that the
Exchange Offer Registration provided for in Section 2(a) above is not available or may not be consummated as soon as practicable after the last Exchange Date because it would violate applicable law or the applicable interpretations of the Staff of
the SEC, (ii) the Exchange Offer is not for any other reason consummated within 180 days from the Closing Date or (iii) the Exchange Offer has been completed and in the opinion of counsel for the Initial Purchasers a Registration Statement must be
filed and a Prospectus must be delivered by the Initial Purchasers in connection with any offering or sale of Registrable Securities, the Company and the Guarantors shall use their best efforts to cause to be filed as soon as practicable after such
determination, date or notice of such opinion of counsel is given to the Company and the Guarantors, as the case may be, a Shelf Registration Statement providing for the sale by the Holders of all of the Registrable Securities and to have such Shelf
Registration Statement declared effective by the SEC. In the event the Company and the Guarantors are required to file a Shelf Registration Statement solely as a result of the matters referred to in clause (iii) of the preceding sentence, the
Company and the Guarantors shall use their best efforts to file and have declared effective by the SEC both an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all Registrable Securities and a Shelf Registration
Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by the Initial Purchasers after completion of the Exchange Offer. The Company
and the Guarantors agree to use their best efforts to keep the Shelf Registration Statement continuously effective until the expiration of the period referred to in Rule 144(k) with respect to the Registrable Securities or such shorter period that
will terminate when all of the Registrable Securities covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement. The Company and the Guarantors further agree to supplement or amend the Shelf Registration
Statement if required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the 1933 Act or by any other rules and regulations thereunder for
shelf registration or if reasonably requested by a Holder with respect to information relating to such Holder, and to use their best efforts to cause any such amendment to become effective and such Shelf Registration Statement to become usable as
soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders of Registrable Securities copies of any such supplement or amendment promptly after its being used or filed with the SEC. 
  
 (c) The Company and the Guarantors shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b). Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities
pursuant to the Shelf Registration Statement. 
  
 (d) An Exchange
Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC; provided,
however, that, if, after it has been declared effective, the offering of Registrable Securities pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or 

  

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requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period
of such interference until the offering of Registrable Securities pursuant to such Registration Statement may legally resume. As provided for in the 2005 Indenture, in the event the Exchange Offer is not consummated and the Shelf Registration
Statement is not declared effective within 180 days from the Closing Date, the interest rate on the Securities will be increased by 0.5% per annum until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by
the SEC. 
  
 (e) Without limiting the remedies available to the
Initial Purchasers and the Holders, the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to comply with their respective obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers
or any Holder may obtain such relief as may be required to specifically enforce the Company and the Guarantors’ obligations under Section 2(a) and Section 2(b) hereof. 
  
 3. Registration Procedures. 
  
 In connection with the obligations of the Company and the Guarantors with respect to the Registration Statements pursuant to Section 2(a) and Section 2(b)
hereof, the Company and the Guarantors shall as expeditiously as possible: 
  
 (a) prepare and file with the SEC a Registration Statement on the appropriate form under the 1933 Act, which form (x) shall be selected by the Company and the Guarantors and (y) shall, in the case of a Shelf
Registration, be available for the sale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required
by the SEC to be filed therewith, and use their best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof; 
  
 (b) prepare and file with the SEC such amendments and post-effective amendments to each Registration
Statement as may be necessary to keep such Registration Statement effective for the applicable period and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under
the 1933 Act; to keep each Prospectus current during the period described under Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

  
 (c) in the case of a Shelf Registration,
furnish to each Holder of Registrable Securities, to counsel for the Initial Purchasers, to counsel for the Holders and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as such Holder or Underwriter may reasonably request, in order to facilitate the public sale or other 

  

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disposition of the Registrable Securities; and the Company and the Guarantors consent to the use of such Prospectus and any amendment or supplement thereto
in accordance with applicable law by each of the selling Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or
any amendment or supplement thereto in accordance with applicable law; 
  
 (d) use their best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Securities covered by
a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC, to cooperate with such Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc. and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by
such Holder; provided, however, neither the Company nor any of the Guarantors shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject; 
  
 (e) in the case of a Shelf Registration, notify each Holder of Registrable Securities, counsel for the
Holders and counsel for the Initial Purchasers promptly and, if requested by any such Holder or counsel, confirm such advice in writing (i) when a Registration Statement has become effective and when any post-effective amendment thereto has been
filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become
effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company or the Guarantors contained in any underwriting agreement, securities sales agreement or other similar
agreement, if any, relating to the offering cease to be true and correct in all material respects or if the Company or the Guarantors receive any notification with respect to the suspension of the qualification of the Registrable Securities for sale
in any jurisdiction or the initiation of any proceeding for such purpose, (v) of the happening of any event during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or the related
Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading and (vi) of any determination by the Company or the Guarantors
that a post-effective amendment to a Registration Statement would be appropriate; 
  

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 (f) make every reasonable effort to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement at the earliest possible moment and provide immediate notice to each Holder of the withdrawal of any such order; 
  
 (g) in the case of a Shelf Registration, furnish to each Holder of Registrable Securities, without charge, at least one conformed copy of
each Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto, unless requested); 
  
 (h) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Securities to
facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations (consistent with the provisions
of the 2005 Indenture) and registered in such names as the selling Holders may reasonably request at least one business day prior to the closing of any sale of Registrable Securities; 
  
 (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(e)(v)
hereof, use their best efforts to prepare and file with the SEC a supplement or post-effective amendment to a Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so
that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The Company and the Guarantors agree to notify the Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and the Holders hereby agree to
suspend use of the Prospectus until the Company and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission; 
  
 (j) a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or
amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial
Purchasers and their counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel) and make such of the representatives of the Company and the Guarantors as shall be reasonably requested by the Initial Purchasers or
their counsel (and, in the case of a Shelf Registration Statement, the Holders or their counsel) available for discussion of such document, and shall not at any time file or make any amendment to the Registration Statement, any Prospectus or any
amendment of or supplement to a Registration Statement or a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus, of which the Initial Purchasers and their counsel (and, in the case of a
Shelf Registration Statement, the Holders and their counsel) shall not have previously been advised and furnished a copy or to which the Initial Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders or their
counsel) shall object; 
  

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 (k) if not already obtained, obtain a CUSIP number for all Exchange Securities not later
than the effective date of a Registration Statement; 
  
 (l) if not already qualified, cause the 2004 Indenture and/or the 2005 Indenture, as the case may be, to be qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, cooperate with the Trustee and the Holders to effect such changes to the 2004 Indenture and/or the 2005 Indenture, as the case may be, as may be required for the 2004 Indenture
and/or the 2005 Indenture, as the case may be, to be so qualified in accordance with the terms of the TIA and execute, and use their best efforts to cause the 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 SEC to enable the 2004 Indenture and/or the 2005 Indenture, as the case may be, to be so qualified in a timely manner; 
  
 (m) in the case of a Shelf Registration, make available for inspection by a representative of the Holders of
the Registrable Securities, any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and accountants designated by the Holders, at reasonable times and in a reasonable manner, all financial and
other records, pertinent documents and properties of the Company and the Guarantors, and cause the respective officers, directors and employees of the Company and the Guarantors to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf Registration Statement; 
  
 (n) in the case of a Shelf Registration, use their best efforts to cause all Registrable Securities to be listed on any securities
exchange or any automated quotation system on which similar securities issued by the Company or the Guarantors are then listed if requested by the Majority Holders, to the extent such Registrable Securities satisfy applicable listing requirements;

  
 (o) use their best efforts to cause the
Exchange Securities to continue to be rated by two nationally recognized statistical rating organizations (as such term is defined in Rule 436(g)(2) under the 1933 Act), if the Registrable Securities have been rated; 
  
 (p) if reasonably requested by any Holder of Registrable
Securities covered by a Registration Statement, (i) promptly incorporate in a Prospectus supplement or post-effective amendment such information with respect to such Holder as such Holder reasonably requests to be included therein and (ii) make all
required filings of such Prospectus supplement or such post-effective amendment as soon as the Company or any Guarantor has received notification of the matters to be incorporated in such filing; and 
  
 (q) in the case of a Shelf Registration, enter into such
customary agreements and take all such other actions in connection therewith (including those requested by the Holders of a majority of the Registrable Securities being sold) in order to expedite or facilitate the disposition of such Registrable
Securities including, but not limited to, an Underwritten Offering and in such connection, (i) to the extent possible, make such 

  

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representations and warranties to the Holders and any Underwriters of such Registrable Securities with respect to the business of the Company, the Guarantors
and their subsidiaries, the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers to underwriters in
underwritten offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope and substance, shall be reasonably satisfactory to the Holders and such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (iii) obtain “cold comfort”
letters from the independent certified public accountants of the Company and the Guarantors (and, if necessary, any other certified public accountant of any subsidiary of the Company or the Guarantors, or of any business acquired by the Company or
the Guarantors for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each selling Holder and Underwriter of Registrable Securities, such letters to be in customary form and
covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings, and (iv) deliver such documents and certificates as may be reasonably requested by the Holders of a majority in principal
amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Company and the Guarantors made
pursuant to clause (i) above and to evidence compliance with any customary conditions contained in an underwriting agreement. 
  
 In the case of a Shelf Registration Statement, the Company and the Guarantors may require each Holder of Registrable Securities to furnish to the Company
such information regarding the Holder and the proposed distribution by such Holder of such Registrable Securities as the Company or the Guarantors may from time to time reasonably request in writing. 
  
 In the case of a Shelf Registration Statement, each Holder agrees that, upon
receipt of any notice from the Company or any Guarantor of the happening of any event of the kind described in Section 3(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement
until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i) hereof, and, if so directed by the Company, such Holder will deliver to the Company (at its expense) all copies in its possession,
other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. If the Company or any Guarantor shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the Company and the Guarantors shall extend the period during which the Registration Statement shall be maintained effective pursuant to this Agreement by the number of days
during the period from and including the date of the giving of such notice to and including the date when the Holders shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the
Guarantors may give any such notice only twice during any 365 day period and any such suspensions may not exceed 30 days for each suspension and there may not be more than two suspensions in effect during any 365 day period. 
  

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 The Holders of Registrable Securities covered by a Shelf Registration Statement who desire to do so may
sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers (the “Underwriters”) that will administer the offering will be
selected by the Majority Holders of the Registrable Securities included in such offering. 
  
 4. Participation of Broker-Dealers in Exchange Offer. 
  
 (a) The Staff of the SEC has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as
a result of market-making or other trading activities (a “Participating Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933 Act and must deliver a prospectus meeting the requirements of the
1933 Act in connection with any resale of such Exchange Securities. 
  
 The Company and the Guarantors understand that it is the Staff’s 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 Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the 1933 Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933 Act. 
  
 (b) In light of the above, notwithstanding the other provisions of this
Agreement, the Company and the Guarantors agree that the provisions of this Agreement as they relate to a Shelf Registration shall also apply to an Exchange Offer Registration to the extent, and with such reasonable modifications thereto as may be,
reasonably requested by the Initial Purchasers or by one or more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order to expedite or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above; provided that: 
  
 (i) neither the Company nor any of the Guarantors shall be required to amend or supplement the Prospectus contained in the Exchange Offer
Registration Statement, as would otherwise be contemplated by Section 3(i), for a period exceeding 180 days after the last Exchange Date (as such period may be extended pursuant to the penultimate paragraph of Section 3 of this Agreement) and
Participating Broker-Dealers shall not be authorized by the Company or any Guarantor to deliver and shall not deliver such Prospectus after such period in connection with the resales contemplated by this Section 4; and 
  
 (ii) the application of the Shelf Registration procedures
set forth in Section 3 of this Agreement to an Exchange Offer Registration, to the extent not required by the positions of the Staff of the SEC or the 1933 Act and the rules and regulations thereunder, will be in conformity with the reasonable
request to the Company and the Guarantors by the Initial Purchasers or with the reasonable request in writing to the 

  

 12 








 
Company and the Guarantors by one or more broker-dealers who certify to the Initial Purchasers and the Company and the Guarantors in writing that they
anticipate that they will be Participating Broker-Dealers; and provided further that, in connection with such application of the Shelf Registration procedures set forth in Section 3 to an Exchange Offer Registration, the Company and
the Guarantors shall be obligated (x) to deal only with one entity representing the Participating Broker-Dealers, which shall be Morgan Stanley & Co. Incorporated unless it elects not to act as such representative, (y) to pay the fees and
expenses of only one counsel representing the Participating Broker-Dealers, which shall be counsel to the Initial Purchasers unless such counsel elects not to so act and (z) to cause to be delivered only one, if any, “cold comfort” letter
with respect to the Prospectus in the form existing on the last Exchange Date and with respect to each subsequent amendment or supplement, if any, effected during the period specified in clause (i) above. 
  
 (c) The Initial Purchasers shall have no liability to the Company, the
Guarantors or any Holder with respect to any request that they may make pursuant to Section 4(b) above. 
  
 5. Indemnification and Contribution. 
  
 (a) Each of the Company and the Guarantors agrees, jointly and severally, to indemnify and hold harmless the Initial Purchasers, each Holder and each
Person, if any, who controls any Initial Purchaser or any Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under common control with, or is controlled by, any Initial Purchaser or any Holder, from
and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by the Initial Purchaser, any Holder or any such controlling or affiliated Person in connection with defending or
investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (or any amendment thereto) pursuant to which Exchange Securities or Registrable Securities
were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company or any Guarantor shall have furnished any amendments or supplements thereto), or
caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein in light of the circumstances under which they were made not misleading, except insofar as such losses, claims, damages or
liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Initial Purchasers or any Holder furnished to the Company in writing by Morgan Stanley & Co.
Incorporated or any selling Holder expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Company and each Guarantor will also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the 1933 Act and the 1934 Act) to the same extent as provided above with respect to
the indemnification of the Holders, if requested in connection with any Registration Statement. 
  

 13 








 (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each
Guarantor, the Initial Purchasers and the other selling Holders, and each of their respective directors and officers who sign the Registration Statement and each Person, if any, who controls the Company, any Guarantor, any Initial Purchaser and any
other selling Holder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from the Company and each Guarantor to the Initial Purchasers and the Holders, but only with
reference to information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto). 
  
 (c) In case any proceeding (including any governmental investigation) shall
be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may
be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is
understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for the
Initial Purchasers and all Persons, if any, who control any Initial Purchaser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, (b) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, each Guarantor, their respective directors and officers who sign the Registration Statement and each Person, if any, who controls the Company and each Guarantor within the meaning of either such Section and (c) the fees and
expenses of more than one separate firm (in addition to any local counsel) for all Holders and all Persons, if any, who control any Holders within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they
are incurred. In such case involving the Initial Purchasers and Persons who control the Initial Purchasers, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In such case involving the Holders and such Persons who
control Holders, such firm shall be designated in writing by the Majority Holders. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its
written consent but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment.
Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected 

  

 14 








 
without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. 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 such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. 
  
 (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 5 is unavailable to an indemnified party or insufficient in
respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the
statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company, the Guarantors and the Holders 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 Company or the Guarantors on the one hand or by the Holders on
the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ respective obligations to contribute pursuant to this Section 5(d) are
several in proportion to the respective principal amount of Registrable Securities of such Holder that were registered pursuant to a Registration Statement. 
  
 (e) The Company, each Guarantor and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 5 were determined by
pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 5, no Holder shall be required to indemnify or contribute any amount in excess of the amount by which the total price at which Registrable Securities were sold by
such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any indemnified party at law or in equity. 
  
 The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, 

  

 15 








 
(ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on
behalf of the Company or any Guarantor, its respective officers or directors or any Person controlling the Company or any Guarantor, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf
Registration Statement. 
  
 6. Miscellaneous. 
  
 (a) No Inconsistent Agreements. Neither the Company nor any Guarantor
has entered into, and on or after the date of this Agreement will enter into, any agreement which is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s or any Guarantor’s other issued and outstanding securities under any such
agreements. 
  
 (b) Amendments and Waivers. The provisions
of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company and the Guarantors have obtained the
written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. 
  
 (c) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; and (ii) if to the Company or the Guarantors,
initially at the Company’s or Guarantors’ address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c). 
  
 All such notices and communications shall be deemed to have been duly given:
at the time delivered by hand, if personally delivered; five business days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, 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 specified in the 2005 Indenture. 
  

 16 








 (d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or
other disposition of Registrable Securities in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Securities, in any manner, whether by operation of law or otherwise, such Registrable
Securities shall be held subject to all of the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of
this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no liability or obligation to the Company or any Guarantor with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement. 
  
 (e) Purchases and Sales of Securities. Neither the Company nor any Guarantor shall, and the Company and each Guarantor shall use their best efforts
to cause their respective affiliates (as defined in Rule 405 under the 1933 Act) not to, purchase and then resell or otherwise transfer any Securities. 
  
 (f) Third Party Beneficiary. The Holders shall be third party beneficiaries to the agreements made hereunder among the Company and the Guarantors,
on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.

  
 (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 the laws of the State of New York. 
  
 (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
  

 17 








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

  

			
	 TIME WARNER TELECOM HOLDINGS INC.




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM INC.




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM HOLDINGS II LLC
 By: Time
Warner Telecom Holdings Inc.,
 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 18 









			
	 TIME WARNER TELECOM GENERAL PARTNERSHIP
 By:
Time Warner Telecom Holdings Inc.,
 its general partner




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF ILLINOIS LLC
 By: Time
Warner Telecom Holdings Inc.,
 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF COLORADO LLC
  
 By: Time Warner Telecom Holdings Inc.,
 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF MINNESOTA LLC
 By: Time Warner Telecom Holdings Inc.,
 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 19 









			
	 TIME WARNER TELECOM OF SOUTH CAROLINA LLC
 By: Time Warner Telecom Holdings Inc.,
 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF CALIFORNIA, L.P.
 By: Time Warner Telecom General Partnership,
 its general partner
 By: Time Warner Telecom Holdings Inc.,
 its general partner




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF FLORIDA, L.P.
 By:
Time Warner Telecom General Partnership,
 its general partner
 By: Time Warner Telecom Holdings Inc.,
 its general partner




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 20 









			
	TIME WARNER TELECOM OF GEORGIA, L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF HAWAII, L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF INDIANA, L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 21 









			
	TIME WARNER TELECOM OF THE MID-
SOUTH, LLC
	By: Time Warner Telecom Holdings Inc., its
sole member



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF NEW JERSEY,
L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM – N.Y., L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF OHIO, LLC
	By: Time Warner Telecom Holdings Inc., its
sole member



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 22 









			
	TIME WARNER TELECOM OF TEXAS, L.P.
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF WISCONSIN, L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF NORTH
CAROLINA, L.P.
	By: Time Warner Telecom General Partnership, its
general partner
	By: Time Warner Telecom Holdings Inc., its
general partner



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 23 









			
	 TIME WARNER TELECOM OF ARIZONA LLC

	By: Time Warner Telecom Holdings Inc.,
its sole member



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF IDAHO LLC

	By: Time Warner Telecom Holdings Inc.,
its sole member



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF NEVADA LLC

	 By: Time Warner Telecom Holdings Inc.,

 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	TIME WARNER TELECOM OF NEW MEXICO LLC
	 By: Time Warner Telecom Holdings Inc.,

 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 24 









			
	 TIME WARNER TELECOM OF OREGON LLC

	By: Time Warner Telecom Holdings Inc.,
its sole member



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF UTAH LLC

	By: Time Warner Telecom Holdings Inc.,
its sole member



					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TIME WARNER TELECOM OF WASHINGTON LLC

	 By: Time Warner Telecom Holdings Inc.,

 its sole member




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy




			
	
	 TW TELECOM L.P.

	 By: Time Warner Telecom Holdings Inc.,

 its general partner




					
		
	 By:
	 	/S/    PAUL B. JONES
	 	 	 Name:
 Title:
	 	 Paul B. Jones
 Senior Vice President
 General Counsel & Regulatory Policy



  

 25 









			
	Confirmed and accepted as of
the date first above written:
	
	 MORGAN STANLEY & CO. INCORPORATED
 LEHMAN
BROTHERS INC.
 WACHOVIA CAPITAL MARKETS, LLC

	
	By: Morgan Stanley & Co. Incorporated
		
	By	 	 /s/    ANDREW W. EARLS

	 	 	 Name: Andrew W. Earls

	 	 	 Title:   Executive Director


  

 26 








  
 SCHEDULE A 
  
 GUARANTORS 
  
 TIME WARNER TELECOM INC. 
 TIME WARNER TELECOM
HOLDINGS II LLC 
 TIME WARNER TELECOM GENERAL PARTNERSHIP 
 TIME
WARNER TELECOM OF ILLINOIS LLC 
 TIME WARNER TELECOM OF COLORADO LLC 
 TIME WARNER TELECOM OF MINNESOTA LLC 
 TIME WARNER TELECOM OF SOUTH CAROLINA LLC 
 TIME WARNER TELECOM OF CALIFORNIA, L.P. 
 TIME WARNER TELECOM OF FLORIDA, L.P. 
 TIME WARNER TELECOM OF GEORGIA, L.P. 
 TIME WARNER TELECOM OF HAWAII, L.P.

 TIME WARNER TELECOM OF INDIANA, L.P. 
 TIME WARNER TELECOM OF
THE MID-SOUTH, LLC 
 TIME WARNER TELECOM OF NEW JERSEY, L.P. 
 TIME WARNER TELECOM – N.Y., L.P. 
 TIME WARNER TELECOM OF OHIO, LLC 
 TIME WARNER TELECOM OF TEXAS, L.P. 
 TIME WARNER TELECOM OF WISCONSIN, L.P. 
 TIME WARNER TELECOM OF NORTH CAROLINA, L.P. 
 TIME WARNER TELECOM OF ARIZONA
LLC 
 TIME WARNER TELECOM OF IDAHO LLC 
 TIME WARNER TELECOM OF
NEVADA LLC 
 TIME WARNER TELECOM OF NEW MEXICO LLC 
 TIME WARNER
TELECOM OF OREGON LLC 
 TIME WARNER TELECOM OF UTAH LLC 
 TIME
WARNER TELECOM OF WASHINGTON LLC 
 TW TELECOM L.P.