Commitment Reduction Agreement



 Exhibit 4.5 
 COMMITMENT REDUCTION AGREEMENT 
 This Commitment Reduction Agreement (this
“Agreement”) is entered into as of January 14, 2009, by and among TW TELECOM INC., formerly known as Time Warner Telecom Inc. (“TWTC”), TW TELECOM HOLDINGS INC., formerly known as Time Warner Telecom Holdings Inc.
(the “Borrower”), the Revolving Lenders (as defined in the Credit Agreement referred to below) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent under the Credit Agreement referred to below (the
“Administrative Agent”). 
 STATEMENT OF PURPOSE 
 TWTC, the Borrower, the Revolving Lenders and the Administrative Agent are party to the Credit Agreement dated as of October 6, 2006 (as amended,
restated, supplemented or otherwise modified, the “Credit Agreement”). 
 The Borrower and Lehman Brothers Commercial Bank
(“LBCB”), a Revolving Lender, have agreed to terminate the entire Revolving Commitment of LBCB. Defined terms in the Credit Agreement have the same meanings where used herein, unless otherwise defined. 
 Subject to the terms and conditions of this Agreement, the Administrative Agent and the Revolving Lenders are willing to consent to the termination of
the entire Revolving Commitment of LBCB. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby
are acknowledged, the parties hereto hereby agree as follows: 
 1. Capitalized Terms. All capitalized undefined terms used in this
Agreement shall have the meanings assigned thereto in the Credit Agreement. 
 2. LBCB Commitment Termination. Effective as of the
Effective Date (as defined below): (a) the Revolving Commitment of LBCB shall be terminated in full for all purposes of the Credit Agreement and the Revolving Commitment of LBCB for all purposes of the Credit Agreement shall be zero Dollars;
(b) the aggregate amount of the Total Revolving Commitments (after giving effect to the termination of LBCB’s Revolving Commitment) shall be $80,000,000; and (c) LBCB shall no longer be a Revolving Lender, and (d) except as
expressly contemplated by clauses (a) and (b) above, all rights, privileges, duties and obligations of the Administrative Agent, the Collateral Agent, the Lenders (including the obligation of each Lender (other than LBCB) pursuant to its
Revolving Commitment), TWTC and the Borrower shall remain in full force and effect unmodified hereby. For the avoidance of doubt, immediately upon the effectiveness of this Agreement, the Revolving Commitments of each Revolving Lender shall be as
set forth on the Revolving Commitment Schedule attached hereto as Annex I. 
 3. Release. Immediately upon receipt by the Borrower of
a repayment and refunding by LBCB of any and all commitment fees paid (if any) by the Borrower to LBCB pursuant to Section 2.9 of the Credit Agreement for the period from and including the Effective Date to and including the Date hereof,
each of TWTC, the Borrower and each Subsidiary Guarantor hereby 








 
unconditionally and irrevocably waive all claims, suits, debts, liens, losses, causes of action, demands, rights, damages or costs, or expenses of any kind,
character or nature whatsoever, known or unknown, fixed or contingent, which any of them may have or claim to have against LBCB or its agents, employees, officers, affiliates, directors, representatives, attorneys, successors and assigns
(collectively, the “Released Parties”) to the extent arising out of or in connection with the Revolving Facility, as defined in the Credit Agreement (collectively, the “Claims”). Each of the Each of TWTC, the
Borrower and each Subsidiary Guarantor further agree forever to refrain from commencing, instituting or prosecuting any lawsuit, action or other proceeding against any Released Parties with respect to any and all of the foregoing described waived,
released, acquitted and discharged Claims or from exercising any right or recoupment of setoff that it may have under a master netting agreement or otherwise against any Released Party with respect to Obligations (as defined in the Credit Agreement)
under the Revolving Facility. Each of the Released Parties shall be a third party beneficiary of this Agreement. 
 4. Effectiveness.
Once each of the following conditions has been satisfied, this Agreement shall be deemed to have become effective as of September 15, 2008 (the “Effective Date”): 
  

	 	a.	Agreement Documents. The Administrative Agent shall have received (i) a duly executed counterpart of this Agreement from the Administrative Agent, the Borrower and each
Subsidiary Guarantor and (ii) Authorizations (in the form attached hereto as Annex II) from each of the Revolving Lenders. 

  

	 	b.	Fees and Expenses. The Administrative Agent shall have been reimbursed for all fees and out of pocket charges and other expenses incurred in connection with this Agreement,
including, without limitation, the fees and expenses referred to in Section 8 of this Agreement, the Credit Agreement and the transactions contemplated hereby and thereby. 

 5. Acknowledgement of Subsidiary Guarantors; Reaffirmation of Security Documents. 
  

	 	a.	By its execution hereof, each Subsidiary Guarantor hereby expressly (i) consents to the modifications and amendments set forth in this Agreement, (ii) reaffirms all of its
respective covenants, representations, warranties and other obligations set forth in the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party and (iii) acknowledges, represents and agrees that its respective
covenants, representations, warranties and other obligations set forth in the Guarantee and Collateral Agreement and the other Loan Documents to which it is a party remain in hill force and effect. 

  

	 	b.	(b)TWTC, the Borrower and each Subsidiary Guarantor hereby confirms that each of the Security Documents to which it is a party shall continue to be in full force and effect and is
hereby ratified and reaffirmed in all respects. 

 6. Effect of Agreement. Except as expressly amended hereby, the
Credit Agreement and the other Loan Documents (including, without limitation, all amendments, modifications or consents undertaken in connection therewith prior to the date hereof) shall be and remain in full force and effect. The agreements
contained herein are specific and limited and shall not constitute a modification of any other provision of the Credit Agreement, the other Loan 








 
Documents or any other document or instrument entered into in connection therewith or a future modification, acceptance or waiver of the provisions set forth
therein. 
 7. Representations and Warranties/No Default. By its execution hereof, TWTC, the Borrower and each Subsidiary Guarantor
hereby represents and warrants that each of the representations and warranties contained in the Credit Agreement are true and correct in all material respects (unless stated to relate to a specific earlier date, in which case, such representations
and warranties are true and correct in all material respects as of such earlier date) and no Default or Event of Default has occurred and is continuing. 
 8. Fees and Expenses. The Borrower shall pay all reasonable out-of-pocket fees and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including,
without limitation, the reasonable fees and disbursements of counsel for the Administrative Agent. 
 9. Governing Law. This Agreement
and the rights and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. 
 10. Counterparts. This Agreement may be executed in separate counterparts, each of which when executed and delivered is an original but all of
which taken together constitute one and the same instrument. 
 11. Fax Transmission. A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar instantaneous electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as
well as any facsimile, telecopy or other reproduction hereof. 
 [Signature Pages To Follow] 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to he duly executed as of the date and
year first above written. 
  

																	
	TW TELECOM HOLDINGS INC.	 	TW TELECOM INC.
				
	By:	 	/s/ Tina A. Davis	 	By:	 	/s/ Tina A. Davis
		 	Name:	 	Tina A. Davis	 		 		 	Name:	 	Tina A. Davis
		 	Title:	 	Senior Vice President and Deputy General Counsel	 		 		 	Title:	 	Senior Vice President and Deputy General Counsel
					
	TW TELECOM MANAGEMENT CO. LLC	 		 		 		 	
						
	By:	 	 TW TELECOM HOLDINGS INC.,
 Its sole member

	 		 		 		 	
						
	By:	 	/s/ Tina A. Davis	 		 		 		 	
		 	Name:	 	Tina A. Davis	 		 		 	
		 	Title:	 	Senior Vice President and Deputy General Counsel	 		 		 	
		
	 TW TELECOM HOLDINGS II LLC
 TW TELECOM OF
ARIZONA LLC
 TW TELECOM OF COLORADO LLC
 TW TELECOM OF IDAHO LLC

 TW TELECOM OF ILLINOIS LLC
 TW TELECOM OF MINNESOTA
LLC
 TW TELECOM OF NEW MEXICO LLC
 TW TELECOM OF OHIO
LLC
 TW TELECOM OF OREGON LLC
 TW TELECOM OF SOUTH CAROLINA LLC

 TW TELECOM OF TENNESSEE LLC
 TW TELECOM OF TEXAS LLC

TW TELECOM OF UTAH LLC
 TW TELECOM OF WASHINGTON LLC
	 	 TW TELECOM OF CALIFORNIA L.P.
 TW TELECOM OF
FLORIDA L.P.
 TW TELECOM OF GEORGIA L.P.
 TW TELECOM OF HAWAII
L.P.
 TW TELECOM OF INDIANA L.P.
 TW TELECOM OF NEW JERSEY L.P.

 TW TELECOM OF NORTH CAROLINA L.P.
 TW TELECOM OF NEW YORK L.P.

 TW TELECOM OF WISCONSIN L.P.
 TW TELECOM
L.P.

				
	By:	 	 TW TELECOM HOLDINGS INC.,
 the sole member of
each
	 	By:	 	 TW TELECOM HOLDINGS INC.,
 the general
partner of each

							
		 	By:	 	/s/ Tina A. Davis	 		 		 	By:	 	/s/ Tina A. Davis
		 		 	Name:	 	Tina A. Davis	 		 		 		 	Name:	 	Tina A. Davis
		 		 	Title:	 	Senior Vice President and Deputy General Counsel	 		 		 		 	Title:	 	Senior Vice President and Deputy General Counsel









							
	 TW TELECOM OF ALABAMA LLC
 TW TELECOM OF
ARKANSAS LLC
 TW TELECOM OF D.C. LLC
 TW TELECOM OF KANSAS CITY
LLC
 TW TELECOM OF KENTUCKY LLC
 TW TELECOM OF LOUISIANA
LLC
 TW TELECOM OF MARYLAND LLC
 TW TELECOM OF MISSISSIPPI LLC

 TW TELECOM OF NEVADA LLC
 TW TELECOM OF OKLAHOMA LLC

TW TELECOM OF VIRGINIA LLC

		
	By:	 	TW TELECOM MANAGEMENT CO. LLC,
		 	the sole member of each
			
		 	By:	 	/s/ Tina A. Davis
		 		 	Name:	 	Tina A. Davis
		 		 	Title:	 	Senior Vice President and Deputy General Counsel

  

					
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as
Administrative Agent, Collateral Agent and
 as a Lender, on behalf of itself and each
 of the Revolving Lenders

		
	By:	 	/s/ Russ Lyons
		 	Name:	 	Russ Lyons
		 	Title:	 	Director
	
	 LEHMAN BROTHERS COMMERCIAL BANK,
 as a Lender


		
	By:	 	/s/ Brian Halbeisen
		 	Name:	 	Brian Halbeisen
		 	Title:	 	Vice President