FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 9, 2011, by and among tw telecom inc., a Delaware corporation (“TWTC”), tw telecom holdings inc., a Delaware corporation (formerly known as Time Warner Telecom Holdings Inc.) (the “Borrower”), the Subsidiary Guarantors party hereto, each Revolving Lender party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”).

The Borrower is party to that certain Amended and Restated Credit Agreement dated as of December 2, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among TWTC, the Borrower, each bank and other financial institution or entity party thereto as a lender (collectively, the “Lenders” and, each individually, a “Lender”) and the Administrative Agent.

The Borrower has requested, and the Administrative Agent and the Revolving Lenders party hereto have agreed, subject to the terms and conditions set forth herein, to amend the Credit Agreement as specifically set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.    Capitalized Terms. All capitalized undefined terms used in this Amendment (including, without limitation, in the Statement of Purpose hereto) shall have the meanings assigned thereto in the Credit Agreement. This Agreement shall be a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

2.    Amendments. Subject to and in accordance with the terms and conditions set forth herein, the parties hereto hereby agree that the Credit Agreement is amended as follows:

(a)    Section 7.6 of the Credit Agreement is hereby amended by inserting the words “intercompany” after the words “any” and before the words “advance” in the initial paragraph contained therein.

(b)    Section 7.6(h) of the Credit Agreement is hereby amended by:

(i)    deleting the words “scheduled amortization payments (if any) of” contained therein and replacing them with “payments on”;

(ii)    deleting the reference to “$50,000,000” contained therein and replacing it with “$150,000,000”; and

(iii)    deleting the last proviso contained therein and replacing it with the following:

“provided further that, if not so expended in the fiscal year for which it is permitted, an amount not to exceed $50,000,000 may be carried over to make Restricted Payments in the immediately succeeding fiscal year.”

(c)    The last paragraph of Section 7.9 of the Credit Agreement is hereby amended by deleting such paragraph in its entirety and replacing it with the following:

“Notwithstanding the foregoing:

(i) TWTC and the Borrower may redeem or repurchase any of the High Yield Notes (or any refinancing Indebtedness thereof); provided that (A) no Revolving Default or Revolving Event of Default has occurred and is continuing or would result therefrom, (B) no Revolving Loans shall be outstanding at the time of such repurchase or redemption or after giving effect thereto and (C) immediately after giving effect thereto (and to the payment of any amounts required to be paid in connection therewith), (x) TWTC shall be in pro forma compliance with the covenants contained in Section 7.1 to the extent such covenants are then in effect and (y) after giving effect to such redemption or repurchase, the sum of the aggregate amount of cash and Cash Equivalents that would be reflected on a consolidated balance sheet of TWTC and its Subsidiaries prepared as of such date in accordance with GAAP shall not be less than $225,000,000; and

(ii) TWTC may make payments in respect of any Indebtedness of TWTC with amounts received from the Borrower or any of its Subsidiaries pursuant to Section 7.6(h).”

3.    Effectiveness. This Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Administrative Agent shall have received:

(a)    (i) counterparts of this Amendment executed by TWTC, the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Required Revolving Lenders and (ii) such other instruments, documents and certificates as the Administrative Agent shall reasonably request in connection with the execution of this Agreement;

(b)    for the account (pro rata) of each Revolving Lender (including Wells Fargo) that delivers an executed signature page to this Amendment to the Administrative Agent (or its counsel) on or prior to 5:00 p.m. (Eastern Time) on November 9, 2011, a consent fee in an amount equal to 10 basis points times such Revolving Lender’s Revolving Commitment as of the First Amendment Effective Date; and

(c)    all fees and expenses in accordance with Section 7 of this Amendment.

4.    Limited Effect. Except as expressly provided herein, the Credit Agreement and the other Loan Documents shall remain unmodified and in full force and effect. This Amendment shall not be deemed (a) to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document, (b) to prejudice any right or rights which the Administrative

Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement or the other Loan Documents or any of the instruments or agreements referred to therein, as the same may be amended, restated, supplemented or modified from time to time, or (c) to be a commitment or any other undertaking or expression of any willingness to engage in any further discussion with TWTC, the Borrower, any of its Subsidiaries or any other Person with respect to any waiver, amendment, modification or any other change to the Credit Agreement or the Loan Documents or any rights or remedies arising in favor of the Lenders or the Administrative Agent, or any of them, under or with respect to any such documents. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or other words of like import) and in any Loan Document to the “Credit Agreement” shall be deemed to be references to the Credit Agreement as modified hereby.

5.    Representations and Warranties. By its execution hereof, each Loan Party hereby represents and warrants as follows:

(a)    such Loan Party has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and each other document executed in connection herewith to which it is a party in accordance with their respective terms;

(b)     this Amendment and each other document executed in connection herewith has been duly executed and delivered by its duly authorized officers, and each such document constitutes the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal debtor relief laws from time to time in effect which affect the enforcement of creditors’ rights in general and the availability of equitable remedies;

(c)     each representation and warranty contained in the Credit Agreement and the other Loan Documents is true, correct and complete in all material respects as of the First Amendment Effective Date as if fully set forth herein, other than any such representations or warranties that, by their express terms, refer to an earlier date, in which case they shall have been true and correct in all material respects on and as of such earlier date; and

(d)     no Default has occurred and is continuing as of the First Amendment Effective Date or would result after giving effect hereto.

6.    Acknowledgement and Reaffirmation. By their execution hereof, each Loan Party hereby expressly (a) consents to this Amendment and (b) acknowledges that such Loan Party’s covenants, representations, warranties and other obligations set forth in the Credit Agreement, the Notes, the Security Documents and the other Loan Documents to which such Loan Party is a party remains in full force and effect.

7.    Costs, Expenses and Taxes.    The Borrower agrees to pay in accordance with Section 12.5 of the Credit Agreement all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of one firm of primary counsel to the Administrative Agent and the Collateral Agent with respect thereto and with respect to advising the Administrative Agent and the Collateral Agent as to its rights and responsibilities hereunder and thereunder.

8.    Execution in Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, and all of said counterparts taken together shall

be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

9.    Governing Law. This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed and interpreted in accordance with, the law of the state of New York.

10.    Entire Agreement. This Amendment is the entire agreement, and supersedes any prior agreements and contemporaneous oral agreements, of the parties concerning its subject matter.

11.    Successors and Assigns. This Amendment shall be binding on and insure to the benefit of the parties and their heirs, beneficiaries, successors and permitted assigns.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed under seal by their duly authorized officers, all as of the day and year first written above.