Registration Rights Agreement



 Exhibit 4.7 
  

REGISTRATION RIGHTS AGREEMENT 
  
 Dated February 20, 2004 
  
 among 
  
 TIME WARNER TELECOM HOLDINGS INC. 
  
 THE GUARANTORS LISTED IN SCHEDULE A 
  
 and 
  
 LEHMAN BROTHERS INC. 
 MORGAN STANLEY & CO. INCORPORATED 
 BEAR,
STEARNS & CO. INC. 
 WACHOVIA CAPITAL MARKETS, LLC 







 REGISTRATION RIGHTS AGREEMENT 
  
 THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on February 20, 2004, 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 LEHMAN BROTHERS INC., MORGAN STANLEY & CO. INCORPORATED, BEAR, STEARNS & CO. INC. and WACHOVIA
CAPITAL MARKETS, LLC. (collectively, the “Initial Purchasers”). 
  
 This Agreement is made pursuant to the Purchase Agreement dated February 10, 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 (i) $200 million principal amount of its Senior Notes due 2014 (the “Unsecured Securities”) and the guarantees thereof by the Guarantors (the “Unsecured Guarantees”), and (ii) $240 million
principal amount of its Second Priority Senior Secured Floating Rate Notes due 2011 (the “Secured Securities”, and together with the Unsecured Securities, the “Securities”) and the guarantees thereof by the Guarantors (the
“Secured Guarantees” and together with the Unsecured Guarantees, the “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. 
  
 “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. 
  

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 “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 securities issued by the Company which are guaranteed by the Guarantors under the
Indentures containing terms identical to the Securities (including the Guarantees) (except that the Exchange Securities will not contain restrictions on transfer) and to be offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer. 
  
 “Guarantees”
shall have the meaning set forth in the preamble. 
  
 “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 Indentures; 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)). 
  
 “Indentures” shall mean the Secured Indenture and the Unsecured Indenture. 
  
 “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 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. 
  

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 “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 Guarantees; provided, however, that the Securities and the Guarantees shall cease to be Registrable Securities (i) when a Registration Statement with
respect to such Securities and the Guarantees shall have been declared effective under the 1933 Act and such Securities and the Guarantees shall have been disposed of pursuant to such Registration Statement; (ii) when such Securities and the
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 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
Indentures 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 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. 
  

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 “SEC” shall mean the United States Securities and Exchange Commission.

  
 “Secured Guarantees” shall
have the meaning set forth in the preamble. 
  
 “Secured Indenture” means the indenture relating to the Secured Securities dated as of February 20, 2004, 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. 
  
 “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” shall mean the trustee with respect to the Securities under the Indentures.

  
 “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. 
  
 “Unsecured Guarantees” shall have the
meaning set forth in the preamble. 
  
 “Unsecured Indenture” shall mean the indenture relating to the Unsecured Securities dated as of February 20, 2004, 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. 
  
 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 
  

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 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. 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 
  

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 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 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 
  

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 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 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 Indentures, 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 rates on the Securities will be increased by .5% per annum until the Exchange Offer is
consummated or the Shelf Registration Statement is declared effective by the SEC (it being understood that, with respect to the Secured Securities, the “interest rate” shall mean the floating interest rate as in effect from time to time).

  
 (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; 
  

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 (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 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 

  

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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; 
  
 (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
Indentures) 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 
  

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 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; 
  
 (k)    obtain a CUSIP number for all Exchange Securities not later than the effective
date of a Registration Statement; 
  
 (l)    cause the Indentures 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 Indentures as may be required for the Indentures 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 Indentures 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 
  

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 Underwritten Offering and in such connection, (i) to the extent possible, make such 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 
  

 12 








 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 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 Lehman Brothers Inc. 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 Lehman Brothers Inc. 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 Lehman Brothers Inc. 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 
  

 14 








 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 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. 
  

 15 








 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, (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 Indentures. 
  

 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy

	
	 TIME WARNER TELECOM INC.

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy



  

 22 









			
	 TIME WARNER TELECOM OF OHIO, LLC

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

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy

	
	 TIME WARNER TELECOM OF TEXAS, L.P.

	 By:
	 	 Time Warner Telecom Holdings Inc.,
 its general partner

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy



  

 23 









			
	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy

	
	 TIME WARNER TELECOM OF ARIZONA LLC

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

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy



  

 24 









			
	 TIME WARNER TELECOM OF NEVADA LLC

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

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy

	
	 TIME WARNER TELECOM OF OREGON LLC

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

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy



  

 25 









			
	 TIME WARNER TELECOM OF WASHINGTON
 LLC

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

		
	 By:
	 	 /s/ PAUL B. JONES


	 Name:
	 	Paul B. Jones
	 Title:
	 	 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:
	 	Paul B. Jones
	 Title:
	 	 Senior Vice President, General Counsel
 &
Regulatory Policy



  
 Confirmed and accepted as

 of the date first above written: 
  

			
	 LEHMAN BROTHERS INC.
 MORGAN STANLEY &
CO. INCORPORATED BEAR, STEARNS & CO. INC.
 WACHOVIA CAPITAL MARKETS, LLC

		
	 By:
	 	 Lehman Brothers Inc.

		
	 By
	 	 /s/ G. ROBERT BERZINS


	 Name:
	 	G. Robert Berzins
	 Title:
	 	Managing 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.