exv10w2






EXHIBIT
10.2




FIRST AMENDMENT TO THE AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP OF

TIME WARNER ENTERTAINMENT COMPANY, L.P.




               FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF TIME WARNER
ENTERTAINMENT COMPANY, L.P., dated as of December 31, 2009 (this “Amendment”), between Time Warner
Cable LLC, a Delaware limited liability company (“TWC LLC”), Time Warner NY Cable LLC, a
Delaware limited liability company (“TW NY”) and TWE GP Holdings LLC, a Delaware limited
liability company (“TWE GP”). Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Partnership Agreement (as defined below).



               WHEREAS, Time Warner Entertainment Company, L.P., a Delaware limited partnership (the
“Partnership”), currently operates under an Amended and Restated Agreement of Limited
Partnership, dated as of March 31, 2003 (the “Partnership Agreement”), by and among Time
Warner Cable Inc. (“TWC”), TWE Holdings I Trust (“TWE Trust”), and American
Television and Communications Corporation (“ATC”);



               WHEREAS, TWC LLC, TW NY, TWE GP are the successors-in-interest to TWC, TWE Trust and ATC;



               WHEREAS, TW NY is the successor-in-interest to and the holder of record of the Preferred
Component of the ATC Partnership Interest;



               WHEREAS, pursuant to that certain Distribution Agreement, dated as of August 11, 2009, between
the Partnership and TW NY, the Partnership has agreed to distribute to TW NY all of its ownership
interests in Time Warner Cable Holdings Inc., a wholly-owned subsidiary of the Partnership (the “TWC
Holdings Distribution Agreement”);



               WHEREAS, pursuant to that certain Distribution Agreement, dated as of August 11, 2009, between
the Partnership and TW NY, the Partnership has agreed to distribute to TW NY all of its ownership
interests in Century Venture Corporation, a wholly-owned subsidiary of the Partnership (the
“CVC Distribution Agreement”);



               WHEREAS, the agreements of the Partnership set forth in the TWC Holdings Distribution
Agreement and the CVC Distribution Agreement are conditioned upon, and being made in exchange for,
the reduction of the Preferred Amount (as defined herein) in the amount equal to the agreed-upon
value of the ownership interests being distributed to TW NY pursuant to the TWC Holdings
Distribution Agreement and the CVC Distribution Agreement, as set forth in such agreements; and



 









 





               WHEREAS, the parties hereto desire to enter into this Amendment in connection with the
transactions contemplated by the TWC Holdings Distribution Agreement and CVC Distribution
Agreement.



               NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and
for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:



I.

AMENDMENT




               (1)     The following defined term shall be deleted in its entirety and the following substituted
therefor:



               “Preferred Amount” means $1,928,200,000.



II.

GENERAL PROVISIONS




               (1)     Governing Law; Venue; Disputes. This Amendment shall be governed by the internal
laws of the State of New York, without giving effect to the principles of conflicts of law of such
state. Any action, suit or proceeding shall be prosecuted as to any party hereto in the County of
New York, State of New York.



               (2)     Captions. Section headings contained in this Amendment are for reference purposes
only and shall not in any way affect the meaning or interpretation of this Amendment.



               (3)     Other Provisions. Except as amended hereby, the Partnership Agreement shall in
all respects continue in full force and effect and the parties ratify and confirm that they
continue to be bound by the terms and conditions thereof.



               (4)     Counterparts. This Amendment may be executed in one or more counterparts
(including by facsimile or electronic transmission), each of which shall be an original and all of
which, when taken together, shall constitute one and the same instrument.



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



	 	 	 	 	 
	 	TIME WARNER CABLE LLC


 	 
	 	By:  
	/s/  Satish Adige
 
	 
	 	 	Name:  	Satish Adige 	 
	 	 	Title:  	SVP, Investments 	 
	 
	 
	 	TIME WARNER NY CABLE LLC


 	 
	 	By:  
	
/s/  Satish Adige
 
	 
	 	 	Name:  	Satish Adige 	 
	 	 	Title:  	SVP, Investments 	 
	 
	 
	 	TWE GP HOLDINGS LLC


 	 
	 	By:  
	/s/  Satish Adige
 
	 
	 	 	Name:  	Satish Adige 	 
	 	 	Title:  	SVP, Investments