Letter Agreement Extending Deadlines under Tolling and Optional Redemption Agreement among Comcast, Time Warner Cable, and TWE Holdings II Trust (May 10, 2005)

Summary

Comcast Corporation, Time Warner Cable Inc., and TWE Holdings II Trust have agreed to extend certain time periods specified in their existing Tolling and Optional Redemption Agreement. Specifically, several deadlines originally set at 15 or 20 days are now extended to 23 days. This extension is formalized in writing and governed by New York law. The agreement ensures all parties have additional time to meet their obligations under the original contract.

EX-10.10 6 g96460exv10w10.txt EX-10.10 LETTER AGREEMENT, DATED MAY 10, 2005 EXHIBIT 10.10 TIME WARNER CABLE INC. 290 HARBOR DRIVE STAMFORD, CT 06902 May 10, 2005 COMCAST CORPORATION 1500 Market Street Philadelphia, PA 19102 Attention: Larry Smith TWE HOLDINGS II TRUST 801 West Street, 2nd Floor Wilmington, DE 19801 Attention: Edith E. Holiday Ladies and Gentlemen: Reference is made to that certain Tolling and Optional Redemption Agreement, dated as of September 24, 2004, as amended from time to time (the "AGREEMENT"), by and among Comcast Corporation, a Pennsylvania corporation, Time Warner Cable Inc., a Delaware corporation, TWE Holdings II Trust, a Delaware statutory trust, and the other parties named therein. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in the Agreement. The parties hereto agree on behalf of themselves and their respective Affiliates that the (i) first 20 day period referred to in the second sentence of Section 7.20(a) of the Agreement shall be extended to 23 days, (ii) 15 day period referred to in the first sentence of Section 7.20(c) of the Agreement (as previously extended by the parties to 20 days) shall be further extended to 23 days, and (iii) 15 day period referred to in the second sentence of Section 7.20(d) of the Agreement shall be extended to 23 days. Any amendment of this letter agreement must be in writing. This letter agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. Each party hereto confirms that any facsimile copy of such party's executed counterpart of this letter agreement (or its signature page thereof) shall be deemed to be an executed original thereof. THE VALIDITY, PERFORMANCE, AND ENFORCEMENT OF THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE. 2 IN WITNESS WHEREOF, the undersigned has executed this letter agreement as of the day and year first above written. COMCAST CORPORATION By: /s/ Robert S. Pick ------------------------------------ Name: Robert S. Pick Title: Senior Vice President TIME WARNER CABLE INC. By: /s/ David E. O'Hayre ------------------------------------ Name: David E. O'Hayre Title: EVP, Investments TWE HOLDINGS II TRUST By: /s/ Edith E. Holiday ------------------------------------ Name: Edith E. Holiday, solely in her capacity as Operating Trustee