10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010 or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                          

Commission File Number: 001-33335

TIME WARNER CABLE INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 84-1496755
(I.R.S. Employer
Identification No.)

60 Columbus Circle
New York, New York 10023
(Address of principal executive offices) (Zip Code)

(212) 364-8200
(Registrant’s telephone number, including area code)

       Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ   No o

       Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ   No o

       Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o

       Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o   No þ

	Shares Outstanding
Description of Class	as of October 29, 2010
Common Stock – $.01 par value	355,733,102

TIME WARNER CABLE INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER FINANCIAL INFORMATION

	Page
PART I. FINANCIAL INFORMATION
Management’s Discussion and Analysis of Results of Operations and Financial Condition		1
Item 4. Controls and Procedures		21
Consolidated Balance Sheet as of September 30, 2010 and December 31, 2009		22
Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2010 and 2009		23
Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2010 and 2009		24
Consolidated Statement of Equity for the Nine Months Ended September 30, 2010 and 2009		25
Notes to Consolidated Financial Statements		26
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		50
Item 1A. Risk Factors		50
Item 5. Other Information		50
Item 6. Exhibits		51
EX-4
EX-12
EX-31.1
EX-31.2
EX-32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

TIME WARNER CABLE INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION

INTRODUCTION

       Management’s discussion and analysis of results of operations and financial condition (“MD&A”) is a supplement to the accompanying consolidated financial statements and provides additional information on Time Warner Cable Inc.’s (together with its subsidiaries, “TWC” or the “Company”) business, current developments, financial condition, cash flows and results of operations. MD&A is organized as follows:

• Overview. This section provides a general description of TWC’s business, as well as recent developments the Company believes are important in understanding the results of operations and financial condition or in understanding anticipated future trends.

• Financial statement presentation. This section provides a summary of how the Company’s operations are presented in the accompanying consolidated financial statements.

• Results of operations. This section provides an analysis of the Company’s results of operations for the three and nine months ended September 30, 2010.

• Financial condition and liquidity. This section provides an analysis of the Company’s financial condition as of September 30, 2010 and cash flows for the nine months ended September 30, 2010.

• Caution concerning forward-looking statements. This section provides a description of the use of forward-looking information appearing in this report, including in MD&A and the consolidated financial statements. Such information is based on management’s current expectations about future events, which are susceptible to uncertainty and changes in circumstances. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”) for a discussion of the risk factors applicable to the Company.

OVERVIEW

       TWC is the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems located mainly in five geographic areas – New York State (including New York City), the Carolinas, Ohio, Southern California (including Los Angeles) and Texas. As of September 30, 2010, TWC served approximately 14.4 million residential and commercial customers who subscribed to one or more of its three primary subscription services – video, high-speed data and voice – totaling approximately 26.7 million primary service units.

       TWC offers video, high-speed data and voice services over its broadband cable systems to residential and commercial customers. TWC markets its services separately and in “bundled” packages of multiple services and features. As of September 30, 2010, 59.4% of TWC’s residential and commercial customers subscribed to two or more of its primary services, including 25.4% of its customers who subscribed to all three primary services. TWC also sells advertising to a variety of national, regional and local advertising customers.

       Video generates the largest share of TWC’s revenues and, as of September 30, 2010, TWC had approximately 12.6 million video subscribers, of which approximately 9.0 million received digital video signals. TWC believes it will continue to increase video revenues for the foreseeable future through the offering of incremental video services (e.g., digital video recorder (“DVR”) service and additional programming tiers), as well as through equipment rentals and price increases; however, future video revenue growth rates will depend on video subscriber and penetration levels, competition, regulation, pricing and the state of the economy. TWC also offers video services to business customers and, of the Company’s 12.6 million video subscribers as of September 30, 2010, 165,000 were commercial video subscribers. Video programming costs represent a major component of TWC’s expenses and are expected to continue to increase, reflecting rate increases on existing programming services, costs associated with retransmission consent agreements, growth in video subscribers taking tiers of service with more channels and the expansion of service offerings (e.g., new network channels). TWC expects that its video programming costs as a percentage of video revenues will continue to increase as increases in programming costs outpace growth in video revenues.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       As of September 30, 2010, TWC had approximately 9.4 million residential high-speed data subscribers and 324,000 commercial high-speed data subscribers. TWC’s commercial high-speed data services include high-speed data, networking and transport services. TWC expects continued growth in high-speed data subscribers and revenues for the foreseeable future; however, future high-speed data subscriber and revenue growth rates will depend on high-speed data penetration levels, competition, regulation, pricing, the rate of wireless substitution of wireline high-speed data service and the state of the economy.

       In the fourth quarter of 2009, TWC began offering a wireless mobile broadband service in several cities and, as of September 30, 2010, the Company had 10,000 wireless mobile broadband subscribers. The Company estimates that it will incur start up losses of approximately $50 million during 2010 in connection with the deployment of this service, of which approximately $15 million and $30 million were incurred during the three and nine months ended September 30, 2010, respectively.

       As of September 30, 2010, TWC had approximately 4.3 million residential Digital Phone subscribers. TWC also offers its commercial Digital Phone service, Business Class Phone, in nearly all of its operating areas and had 102,000 commercial Digital Phone subscribers as of September 30, 2010. TWC expects continued increases in Digital Phone subscribers and revenues for the foreseeable future; however, future Digital Phone subscriber and revenue growth rates will depend on Digital Phone penetration levels, competition, regulation, pricing, the rate of wireless substitution of wireline phone service and the state of the economy.

       TWC faces intense competition for customers from a variety of alternative communications, information and entertainment delivery sources. TWC competes with incumbent local telephone companies, including AT&T Inc. and Verizon Communications Inc., across each of its primary services. Some of these telephone companies offer a broad range of services with features and functions comparable to those provided by TWC and in bundles similar to those offered by TWC, sometimes including wireless service. Each of TWC’s services also faces competition from other companies that provide services on a stand-alone basis. TWC’s video service faces competition from direct broadcast satellite services, and increasingly from companies that deliver content to consumers over the Internet. TWC’s high-speed data service faces competition from wireless data providers, and competition in voice service is increasing as more homes in the U.S. are replacing their wireline telephone service with wireless service or “over-the-top” phone service, such as that provided by Vonage or Skype. Additionally, technological advances and product innovations have increased and will likely continue to increase the number of alternatives available to TWC’s customers and potential customers, further intensifying competition. The more competitive environment may negatively affect the growth of primary service units and average monthly subscription revenues per primary service unit and, additionally, may increase TWC’s cost to obtain certain video programming.

       TWC’s business is also affected by the economic environment and, in particular, trends in new home formation, housing vacancy rates, unemployment rates and consumer spending levels. The Company believes that the challenging economic environment since 2008 has negatively affected its financial and subscriber growth.

       As of September 30, 2010, the Company had approximately $6.9 billion of unused committed financial capacity, including cash and equivalents and availability under the Company’s $5.875 billion senior unsecured five-year revolving credit facility (the “$5.875 billion Revolving Credit Facility”), which, as of September 30, 2010, had no outstanding borrowings and supported no outstanding borrowings under the Company’s commercial paper program. As discussed below in “Recent Developments—$4.0 Billion Revolving Credit Facility,” on November 3, 2010, the Company entered into a credit agreement for a $4.0 billion senior unsecured three-year revolving credit facility provided by a group of major banks and other financial institutions maturing in November 2013 (the “$4.0 billion Revolving Credit Facility”), and the Company’s $5.875 billion Revolving Credit Facility, scheduled to mature in February 2011, was terminated. Had the $4.0 billion Revolving Credit Facility been in place (and the $5.875 billion Revolving Credit Facility been terminated) as of September 30, 2010, the Company’s unused committed financial capacity would have been reduced by approximately $1.9 billion. Management believes that cash generated by or available to TWC, after considering the $4.0 billion Revolving Credit Facility and related termination of the $5.875 billion Revolving Credit Facility, should be sufficient to fund its capital and liquidity needs for the foreseeable future, including quarterly dividend payments and common stock repurchases. See “Financial Condition and Liquidity” for further details regarding the Company’s committed financial capacity.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Recent Developments

Common Stock Repurchase Program

       On October 29, 2010, TWC’s Board of Directors authorized a common stock repurchase program that allows TWC to repurchase up to an aggregate of $4.0 billion of its common stock. Purchases under this stock repurchase program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases will be based on a number of factors, including price and business and market conditions.

$4.0 Billion Revolving Credit Facility

       On November 3, 2010, the Company entered into the $4.0 billion Revolving Credit Facility and the Company’s unsecured commercial paper program was reduced from $6.0 billion to $4.0 billion. The Company’s obligations under the $4.0 billion Revolving Credit Facility are guaranteed by its subsidiaries, Time Warner Entertainment Company, L.P. (“TWE”) and TW NY Cable Holding Inc. (“TW NY”). Borrowings under the $4.0 billion Revolving Credit Facility bear interest at a rate based on the credit rating of TWC, which rate was initially LIBOR plus 1.25% per annum. In addition, TWC is required to pay a facility fee on the aggregate commitments under the $4.0 billion Revolving Credit Facility at a rate determined by the credit rating of TWC, which rate was initially 0.25% per annum. TWC may also incur an additional usage fee of 0.25% per annum on the outstanding loans and other extensions of credit under the $4.0 billion Revolving Credit Facility if and when such amounts exceed 25% of the aggregate commitments thereunder. The $4.0 billion Revolving Credit Facility provides same-day funding capability, and a portion of the aggregate commitments, not to exceed $500 million at any time, may be used for the issuance of letters of credit.

       The $4.0 billion Revolving Credit Facility contains conditions, covenants, representations and warranties and events of default (with customary grace periods, as applicable) substantially similar to the conditions, covenants, representations and warranties and events of default in the Company’s $5.875 billion Revolving Credit Facility, including a maximum leverage ratio covenant of 5.0 times TWC’s consolidated EBITDA. The terms and related financial metrics associated with the leverage ratio are defined in the agreement. The $4.0 billion Revolving Credit Facility does not contain any: credit ratings-based defaults or covenants; ongoing covenants or representations specifically relating to a material adverse change in TWC’s financial condition or results of operations; or borrowing restrictions due to material adverse changes in the Company’s business or market disruption. Borrowings under the $4.0 billion Revolving Credit Facility may be used for general corporate purposes, and unused credit is available to support borrowings under the Company’s $4.0 billion unsecured commercial paper program.

       In connection with the entry into the $4.0 billion Revolving Credit Facility, the Company’s $5.875 billion Revolving Credit Facility was terminated.

Common Stock Dividend

       Beginning in March 2010, the Company paid a quarterly cash dividend of $0.40 per share of TWC common stock to TWC stockholders on the respective record date. The total amount of dividends paid during the nine months ended September 30, 2010 was $432 million. On November 3, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $0.40 per share of TWC common stock, payable in cash on December 15, 2010 to stockholders of record at the close of business on November 30, 2010.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Goodwill and Indefinite-lived Intangible Assets

       Historically, goodwill and intangible assets not subject to amortization (i.e., cable franchise rights) have been tested for impairment during the fourth quarter of each year (December 31) or earlier upon the occurrence of a triggering event. During the first quarter of 2010, the Company changed its annual impairment testing date to July 1 to coincide more closely with the Company’s annual preparation of long range projections (“LRPs”), which are a significant component used in the impairment analysis. Prior to the Company’s separation (the “Separation”) from Time Warner Inc. (“Time Warner”) (discussed further below), the Company’s LRPs were prepared during the fourth quarter of each year, consistent with Time Warner’s other business units. After the Separation, the Company began preparing its LRPs in the middle of each year. Accordingly, the Company believes the change in the annual impairment testing date to be preferable in its circumstances. This change is being applied on a prospective basis. The Company does not believe this change would have delayed, accelerated or avoided an impairment charge in prior periods.

       As discussed further in Note 3 to the accompanying consolidated financial statements, the Company determined that goodwill and cable franchise rights were not impaired during its annual impairment analysis performed as of July 1, 2010. To illustrate the extent that the fair value of the cable franchise rights exceeded their carrying value as of July 1, 2010, had the fair values of each of the cable franchise rights been lower by 20%, the Company still would not have recorded an impairment charge. Similarly, a decline in the fair values of the reporting units by up to 30% would not have resulted in any goodwill impairment charges.

FINANCIAL STATEMENT PRESENTATION

Revenues

       The Company’s revenues consist of Subscription and Advertising revenues. Subscription revenues consist of revenues from video, high-speed data and voice services.

       Video revenues include residential and commercial subscriber fees for the Company’s three main levels or “tiers” of video programming service—Basic Service Tier (“BST”), Expanded Basic Service Tier (or Cable Programming Service Tier) (“CPST”) and Digital Basic Service Tier (“DBT”), as well as fees for genre-based programming tiers, such as movie, sports and Spanish-language tiers. Video revenues also include related equipment rental charges, installation charges and fees collected on behalf of local franchising authorities and the Federal Communications Commission (the “FCC”). Additionally, video revenues include revenues from premium channels, transactional video-on-demand (e.g., events and movies) and DVR service. Several ancillary items are also included within video revenues, such as commissions earned on the sale of merchandise by home shopping networks and revenues from home security services.

       High-speed data revenues primarily include residential and commercial subscriber fees for the Company’s high-speed data and wireless mobile broadband services, along with related high-speed data home networking fees and installation charges. High-speed data revenues also include fees paid to TWC by (a) the Advance/Newhouse Partnership for the ability to distribute TWC’s Road Runner^TM high-speed data service (“Road Runner”) and TWC’s management of certain functions for the Advance/Newhouse Partnership, including, among others, programming and engineering, and (b) other distributors of TWC’s Road Runner high-speed data service. In addition, high-speed data revenues include fees received from third-party internet service providers (e.g., Earthlink) whose on-line services are provided to some of TWC’s customers. Commercial high-speed data revenues include amounts generated by the sale of commercial networking and transport services. These services include point-to-point transport services offered to wireless telephone providers (i.e., cell tower backhaul), Internet service providers and competitive carriers on a wholesale basis, as well as Metro Ethernet service.

       Voice revenues include subscriber fees from residential and commercial Digital Phone subscribers, along with related installation charges.

       Advertising revenues include the fees charged to local, regional and national advertising customers for advertising placed on the Company’s video and high-speed data services, as well as advertising inventory sold on behalf of other video service providers. Nearly all Advertising revenues are derived from advertising placed on video services.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Costs and Expenses

       Costs of revenues include the following costs directly associated with the delivery of services to subscribers or the maintenance of the Company’s delivery systems: video programming costs; high-speed data connectivity costs; voice network costs; wireless mobile broadband service costs; other service-related expenses, including non-administrative labor; franchise fees; and other related costs.

       Selling, general and administrative expenses include amounts not directly associated with the delivery of services to subscribers or the maintenance of the Company’s delivery systems, such as administrative labor costs, marketing expenses, bad debt expense, billing system charges, non-plant repair and maintenance costs and other administrative overhead costs.

Use of Operating Income (Loss) before Depreciation and Amortization and Free Cash Flow

       In discussing its performance, the Company may use certain measures that are not calculated and presented in accordance with U.S. generally accepted accounting principles (“GAAP”). These measures include OIBDA and Free Cash Flow, which the Company defines as follows:

• OIBDA (Operating Income (Loss) before Depreciation and Amortization) means Operating Income (Loss) before depreciation of tangible assets and amortization of intangible assets.

• Free Cash Flow means cash provided by operating activities (as defined under GAAP) excluding the impact, if any, of cash provided or used by discontinued operations, plus any excess tax benefits from the exercise of stock options, less (i) capital expenditures, (ii) cash paid for other intangible assets, (iii) partnership distributions to third parties and (iv) principal payments on capital leases.

       Management uses OIBDA, among other measures, in evaluating the performance of the Company’s business because it eliminates the effects of (1) considerable amounts of noncash depreciation and amortization and (2) items not within the control of the Company’s operations managers (such as net income (loss) attributable to noncontrolling interests, income tax benefit (provision), other income (expense), net, and interest expense, net). Management believes that Free Cash Flow is an important indicator of the Company’s liquidity after the payment of cash taxes, interest and other cash items, including its ability to reduce net debt, pay dividends, repurchase common stock and make strategic investments. Performance measures derived from OIBDA are also used in the Company’s annual incentive compensation programs. In addition, both of these measures are commonly used by analysts, investors and others in evaluating the Company’s performance and liquidity.

       These measures have inherent limitations. For example, OIBDA does not reflect capital expenditures or the periodic costs of certain capitalized assets used in generating revenues. To compensate for such limitations, management evaluates performance through, among other measures, Free Cash Flow, which reflects capital expenditure decisions, and net income (loss) attributable to TWC shareholders, which reflects the periodic costs of capitalized assets. OIBDA also fails to reflect the significant costs borne by the Company for income taxes and debt servicing costs, the share of OIBDA attributable to noncontrolling interests, the results of the Company’s equity investments and other non-operational income or expense. Management compensates for these limitations by using other analytics such as a review of net income (loss) attributable to TWC shareholders. Free Cash Flow, a liquidity measure, does not reflect payments made in connection with investments and acquisitions, which reduce liquidity. To compensate for this limitation, management evaluates such investments and acquisitions through other measures such as return on investment analyses.

       These measures should be considered in addition to, not as substitutes for, the Company’s Operating Income (Loss), net income (loss) attributable to TWC shareholders and various cash flow measures (e.g., cash provided by operating activities), as well as other measures of financial performance and liquidity reported in accordance with GAAP, and may not be comparable to similarly titled measures used by other companies.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Basis of Presentation

Separation from Time Warner

       On March 12, 2009, TWC completed the Separation from Time Warner, which, prior to the Separation, owned approximately 84% of the common stock of TWC (representing a 90.6% voting interest) and a 12.43% non-voting common stock interest in TW NY, a subsidiary of TWC. As a result of the Separation, Time Warner no longer has an ownership interest in TWC or TW NY. Refer to the 2009 Form 10-K for additional information regarding the Separation.

Reclassifications

       Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.

Recent Accounting Standards

       See Note 2 to the accompanying consolidated financial statements for accounting standards adopted in 2010 and recently issued accounting standards not yet adopted.

RESULTS OF OPERATIONS

Three and Nine Months Ended September 30, 2010 Compared to Three and Nine Months Ended September 30, 2009

       The following discussion provides an analysis of the Company’s results of operations and should be read in conjunction with the accompanying consolidated statement of operations, as well as the consolidated financial statements and notes thereto and MD&A included in the 2009 Form 10-K.

       Revenues. Revenues by major category were as follows (in millions):

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2010		2009		% Change			2010		2009		% Change
Subscription:
Video	$	2,743	$	2,698		1.7	%	$	8,264	$	8,071		2.4	%
High-speed data		1,255		1,138		10.3	%		3,680		3,362		9.5	%
Voice		513		480		6.9	%		1,511		1,402		7.8	%
Total Subscription		4,511		4,316		4.5	%		13,455		12,835		4.8	%
Advertising		223		182		22.5	%		612		501		22.2	%
Total	$	4,734	$	4,498		5.2	%	$	14,067	$	13,336		5.5	%

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Selected subscriber-related statistics were as follows (in thousands):

	September 30,
	2010		2009		% Change
Video(a)		12,551		12,964		(3.2%)
Residential high-speed data(b)(c)		9,386		8,874		5.8	%
Commercial high-speed data(b)(c)		324		293		10.6	%
Residential Digital Phone(c)(d)		4,324		4,078		6.0	%
Commercial Digital Phone(c)(d)		102		58		75.9	%
Primary service units(e)		26,687		26,267		1.6	%
Digital video(f)(g)		9,013		8,810		2.3	%
Revenue generating units(g)(h)		35,700		35,077		1.8	%
Customer relationships(g)(i)		14,438		14,627		(1.3%)
Double play(g)(j)		4,904		4,873		0.6	%
Triple play(g)(k)		3,672		3,384		8.5	%

(a)	Video subscriber numbers reflect billable subscribers who receive at least the BST video programming tier.
(b)	High-speed data subscriber numbers reflect billable subscribers who receive TWC’s Road Runner high-speed data service or any of the other high-speed data services offered by TWC.
(c)	The determination of whether a high-speed data or Digital Phone subscriber is categorized as commercial or residential is generally based upon the type of service provided to that subscriber. For example, if TWC provides a commercial service, the subscriber is classified as commercial.
(d)	Digital Phone subscriber numbers reflect billable subscribers who receive an IP-based telephony service.
(e)	Primary service unit numbers represent the total of all video, high-speed data and voice subscribers.
(f)	Digital video subscriber numbers reflect billable video subscribers who receive any level of video service as digital signals.
(g)	During the second quarter of 2010, the Company recorded adjustments that (a) increased both digital video subscribers and revenue generating units by 41,000 and triple play subscribers by 69,000 and (b) reduced customer relationships and double play subscribers by 76,000 and 64,000, respectively. These adjustments are reflected in the Company’s subscriber numbers as of September 30, 2010.
(h)	Revenue generating unit numbers represent the total of all video, digital video, high-speed data and voice subscribers.
(i)	Customer relationships represent the number of subscribers who receive at least one of the Company’s primary services. For example, a subscriber who purchases only high-speed data service and no video service will count as one customer relationship, and a subscriber who purchases both video and high-speed data services will also count as only one customer relationship.
(j)	Double play subscriber numbers reflect customers who subscribe to two of the Company’s primary services.
(k)	Triple play subscriber numbers reflect customers who subscribe to all three of the Company’s primary services.

       For the three months ended September 30, 2010, residential subscription revenues increased 3.5% to $4.224 billion and commercial subscription revenues increased 21.6% to $287 million. For the nine months ended September 30, 2010, residential subscription revenues increased 4.0% to $12.646 billion and commercial subscription revenues increased 20.4% to $809 million. Total subscription revenues increased 4.5% and 4.8% for the three and nine months ended September 30, 2010, respectively, as a result of increases in video, high-speed data and voice revenues.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       The increase in video revenues for the three and nine months ended September 30, 2010 was primarily due to video price increases, the continued growth of digital video subscribers and an increase in revenues from DVR service, which were partially offset by a decrease in video subscribers and, for the three months ended September 30, 2010, a decrease in transactional video-on-demand revenues. Commercial video revenues were $68 million and $199 million for the three and nine months ended September 30, 2010, respectively, compared to $65 million and $188 million for the three and nine months ended September 30, 2009, respectively. The major components of video revenues were as follows (in millions):

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2010		2009		% Change			2010		2009		% Change
Programming tiers(a)	$	1,803	$	1,800		0.2	%	$	5,436	$	5,398		0.7	%
Premium channels		216		219		(1.4%)			650		657		(1.1%)
Transactional video-on-demand		87		95		(8.4%)			282		281		0.4	%
Video equipment rental and installation charges		333		301		10.6	%		978		894		9.4	%
DVR service		146		128		14.1	%		434		379		14.5	%
Franchise and other fees(b)		123		119		3.4	%		370		356		3.9	%
Other		35		36		(2.8%)			114		106		7.5	%
Total	$	2,743	$	2,698		1.7	%	$	8,264	$	8,071		2.4	%

(a)	Programming tier revenues include subscriber fees for the BST, CPST and DBT video programming tiers, as well as genre-based programming tiers, such as movie, sports and Spanish-language tiers.
(b)	Franchise and other fees include fees collected on behalf of local franchising authorities and the FCC.

       High-speed data revenues increased primarily due to growth in high-speed data subscribers and, to a lesser extent, increases in average revenues per subscriber and other commercial service revenues (e.g., cell tower backhaul and Metro Ethernet revenues). Commercial high-speed data revenues were $185 million and $521 million for the three and nine months ended September 30, 2010, respectively, compared to $152 million and $436 million for the three and nine months ended September 30, 2009, respectively.

       The increase in voice revenues was due to growth in Digital Phone subscribers, partially offset by a decrease in average revenues per subscriber. Commercial voice revenues were $34 million and $89 million for the three and nine months ended September 30, 2010, respectively, compared to $19 million and $48 million for the three and nine months ended September 30, 2009, respectively.

       Average monthly subscription revenues (which includes residential and commercial video, high-speed data and voice revenues) per unit were as follows:

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2010		2009		% Change			2010		2009		% Change
Average monthly subscription revenues per:
Customer relationship(a)	$	104.06	$	98.34		5.8	%	$	102.95	$	97.48		5.6	%
Primary service unit		56.39		54.93		2.7	%		56.20		54.84		2.5	%

^(a) During the second quarter of 2010, the Company recorded adjustments that reduced customer relationships by 76,000. This adjustment is reflected in the Company’s subscriber numbers as of September 30, 2010, impacting the average customer relationships used to calculate average monthly subscription revenues per customer relationship for the three and nine months ended September 30, 2010.

       Advertising revenues increased primarily due to higher revenues from regional, local and, to a lesser extent, national businesses, as well as growth in political advertising revenues. The Company expects that Advertising revenues will increase during the fourth quarter of 2010 as compared to 2009 primarily as a result of higher political advertising revenues.

8

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Costs of revenues. The major components of costs of revenues were as follows (in millions):

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2010		2009		% Change			2010		2009		% Change
Video programming	$	1,044	$	1,009		3.5	%	$	3,157	$	3,013		4.8	%
Employee(a)		666		657		1.4	%		1,956		1,950		0.3	%
High-speed data		37		33		12.1	%		103		99		4.0	%
Voice		168		161		4.3	%		497		470		5.7	%
Video franchise and other fees(b)		123		119		3.4	%		370		356		3.9	%
Other direct operating costs(a)		201		184		9.2	%		574		535		7.3	%
Total	$	2,239	$	2,163		3.5	%	$	6,657	$	6,423		3.6	%
Costs of revenues as a percentage of revenues		47.3%		48.1%					47.3%		48.2%

(a)	Employee and other direct operating costs include costs directly associated with the delivery of the Company’s video, high-speed data and voice services to subscribers and the maintenance of the Company’s delivery systems.
(b)	Video franchise and other fees include fees collected on behalf of local franchising authorities and the FCC.

       For the three and nine months ended September 30, 2010, costs of revenues increased 3.5% and 3.6%, respectively, primarily related to increases in video programming and voice costs.

       The increase in video programming costs was primarily due to contractual rate increases and incremental costs associated with the continued retransmission of certain local broadcast stations, partially offset by a decline in video subscribers. Additionally, video programming costs for the three and nine months ended September 30, 2010 were reduced by approximately $15 million and $25 million, respectively, and video programming costs for both the three and nine months ended September 30, 2009 were increased by approximately $5 million due to changes in cost estimates for programming services carried without a contract, reversals of previously accrued audit reserves and certain contract settlements. Average programming costs per video subscriber increased 6.8% to $27.60 per month for the three months ended September 30, 2010 from $25.85 per month for the three months ended September 30, 2009. Average programming costs per video subscriber increased 7.4% to $27.55 per month for the nine months ended September 30, 2010 from $25.66 per month for the nine months ended September 30, 2009.

       Employee costs for the three and nine months ended September 30, 2010 increased primarily as a result of higher costs associated with commercial service-related employees, which, for the nine months ended September 30, 2010, were partially offset by a decline in residential service-related employee costs, primarily resulting from decreased connect and installation activity. Employee expense for both the three and nine months ended September 30, 2010 was also impacted by a decrease in pension expense, which, for the nine months ended September 30, 2010, was partially offset by higher employee medical expense.

       Voice costs consist of the direct costs associated with the delivery of voice services, including network connectivity costs. Voice costs for the three and nine months ended September 30, 2010 increased primarily due to growth in Digital Phone subscribers.

9

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Selling, general and administrative expenses. The components of selling, general and administrative expenses were as follows (in millions):

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2010		2009		% Change			2010		2009		% Change
Employee	$	313	$	284		10.2	%	$	936	$	863		8.5	%
Marketing		156		140		11.4	%		463		408		13.5	%
Bad debt(a)		37		38		(2.6%)			94		132		(28.8%)
Separation-related “make-up” equity award costs(b)		1		4		(75.0%)			5		6		(16.7%)
Other		274		250		9.6	%		780		728		7.1	%
Total	$	781	$	716		9.1	%	$	2,278	$	2,137		6.6	%

(a)

Bad debt expense includes amounts charged to expense associated with the Company’s allowance for doubtful accounts and collection expenses, net of late fees billed to subscribers. Late fees billed to subscribers were $35 million and $102 million for the three and nine months ended September 30, 2010, respectively, and $32 million and $84 million for the three and nine months ended September 30, 2009, respectively.

(b)

As a result of the Separation, pursuant to their terms, Time Warner equity awards held by TWC employees were forfeited and/or experienced a reduction in value as of the date of the Separation. Amounts represent the costs associated with TWC stock options and restricted stock units granted to TWC employees during the second quarter of 2009 to offset these forfeitures and/or reduced values (“Separation-related ‘make-up’ equity award costs”).

       Selling, general and administrative expenses for the three and nine months ended September 30, 2010 increased primarily as a result of increases in employee expenses (primarily due to higher headcount and compensation), marketing expenses and consulting and professional fees. For the nine months ended September 30, 2010, these increases were partially offset by a decrease in bad debt expense primarily due to improvements in collection efforts.

       Restructuring costs. The results include restructuring costs of $13 million and $44 million for the three and nine months ended September 30, 2010, respectively, and $14 million and $64 million for the three and nine months ended September 30, 2009, respectively, primarily related to headcount reductions, and, for the nine months ended September 30, 2010, the termination of a facility lease that occurred during the second quarter of 2010. During the first quarter of 2009, TWC began a significant restructuring, resulting in the elimination of approximately 1,300 positions during 2009, of which approximately 1,100 occurred during the first nine months of the year. During the nine months ended September 30, 2010, TWC eliminated approximately 700 additional positions as a result of this restructuring. The Company expects to incur additional restructuring costs of approximately $15 million during the fourth quarter of 2010.

       Gain on sale of cable systems. During the nine months ended September 30, 2009, the Company recovered $2 million of losses associated with the 2008 sale of certain non-core cable systems as a result of a post-closing purchase price adjustment.

10

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Reconciliation of OIBDA to Operating Income. The following table reconciles OIBDA to Operating Income. In addition, the table provides the components from Operating Income to net income attributable to TWC shareholders for purposes of the discussions that follow (in millions):

	Three Months Ended									Nine Months Ended
	September 30,									September 30,
	2010			2009			% Change			2010			2009			% Change
OIBDA	$	1,701		$	1,605			6.0	%	$	5,088		$	4,714			7.9	%
Depreciation		(745	)		(713	)		4.5	%		(2,237	)		(2,105	)		6.3	%
Amortization		(29	)		(64	)		(54.7%)			(156	)		(183	)		(14.8%)
Operating Income		927			828			12.0	%		2,695			2,426			11.1	%
Interest expense, net		(346	)		(348	)		(0.6%)			(1,034	)		(974	)		6.2	%
Other expense, net		(25	)		(19	)		31.6	%		(58	)		(83	)		(30.1%)
Income before income taxes		556			461			20.6	%		1,603			1,369			17.1	%
Income tax provision		(193	)		(193	)		—			(683	)		(600	)		13.8	%
Net income		363			268			35.4	%		920			769			19.6	%
Less: Net income attributable to noncontrolling interests		(3	)		—		NM				(4	)		(21	)		(81.0%)
Net income attributable to TWC shareholders	$	360		$	268			34.3	%	$	916		$	748			22.5	%

NM— Not meaningful.

       OIBDA. OIBDA for the three and nine months ended September 30, 2010 increased principally as a result of revenue growth, partially offset by higher costs of revenues and selling, general and administrative expenses, as discussed above.

       Depreciation. The increase in depreciation expense for the three and nine months ended September 30, 2010 was primarily associated with continued investments in customer premise equipment, scalable infrastructure and line extensions occurring during or subsequent to the comparable period in 2009.

       Amortization. The decrease in amortization expense for the three and nine months ended September 30, 2010 was primarily due to approximately $880 million of customer relationships acquired in the July 31, 2006 transactions with Adelphia Communications Corporation and Comcast Corporation that were fully amortized as of July 31, 2010. Amortization expense for the nine months ended September 30, 2009 included a benefit of approximately $13 million recorded to reduce excess amortization recorded in prior years.

       Operating Income. Operating Income for the three and nine months ended September 30, 2010 increased primarily due to the increase in OIBDA and the decrease in amortization expense, partially offset by the increase in depreciation expense, as discussed above.

       Interest expense, net. Interest expense, net, for the nine months ended September 30, 2010 increased primarily due to higher average debt outstanding during the first quarter of 2010 as compared to the first quarter of 2009. Interest expense, net, for the nine months ended September 30, 2009 included $13 million of debt issuance costs primarily related to upfront loan fees on a 364-day senior unsecured term loan facility entered into in 2008 in connection with the Separation, which were recognized as expense when the facility was repaid and terminated following the Company’s public debt issuance in March 2009.

11

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Other expense, net. Other expense, net, detail is shown in the table below (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Direct transaction costs related to the Separation(a)	$	—		$	—		$	—		$	(28	)
Loss from equity investments, net(b)		(27	)		(13	)		(68	)		(36	)
Investment in The Reserve Fund’s Primary Fund		1			—			1			(10	)
Other investment gains		—			—			—			3
Equity award reimbursement obligation to Time Warner(c)		(2	)		(5	)		5			(13	)
Other		3			(1	)		4			1
Other expense, net	$	(25	)	$	(19	)	$	(58	)	$	(83	)

(a)	Amounts primarily consist of legal and professional fees.
(b)	The increase in loss from equity investments, net, for the three and nine months ended September 30, 2010 was primarily due to increases in losses incurred by Clearwire Communications LLC.
(c)	See Note 5 to the accompanying consolidated financial statements for a discussion of the Company’s accounting for its equity award reimbursement obligation to Time Warner.

       Income tax provision. For both the three months ended September 30, 2010 and 2009, the Company recorded income tax provisions of $193 million. For the nine months ended September 30, 2010 and 2009, the Company recorded income tax provisions of $683 million and $600 million, respectively. The effective tax rate was 34.7% and 41.9% for the three months ended September 30, 2010 and 2009, respectively, and 42.6% and 43.8% for the nine months ended September 30, 2010 and 2009, respectively.

       The income tax provision and the effective tax rates for the three and nine months ended September 30, 2010 benefited from adjustments of $23 million and $29 million, respectively, to the Company’s valuation allowance for deferred tax assets associated with an equity-method investment.

       The income tax provision and the effective tax rate for the nine months ended September 30, 2010 were also impacted by a net noncash charge of $68 million related to the reversal of previously recognized deferred income tax benefits primarily as a result of the expiration, on March 12, 2010, of vested Time Warner stock options held by TWC employees. As a result of the Separation on March 12, 2009, TWC employees who held stock options under Time Warner equity plans were treated as if their employment with Time Warner had been terminated without cause at the time of the Separation. In most cases, this treatment resulted in shortened exercise periods, generally one year from the date of Separation, for vested Time Warner stock options held by TWC employees.

       Vested Time Warner stock options held primarily by certain retirement-eligible TWC employees (pursuant to the terms of the award agreements) have exercise periods of up to five years from the date of the Separation and, as such, the Company estimates that it may incur additional noncash income tax expense of up to approximately $90 million through March 2014 upon the exercise or expiration of these stock options. This estimate and the timing of such charges are dependent on a number of variables related to Time Warner and TWC equity awards, including the respective stock prices and the timing of the exercise or expiration of stock options and restricted stock units.

       The income tax provision and the effective tax rate for the nine months ended September 30, 2009 were impacted by the passage of the California state budget during the first quarter of 2009 that, in part, changed the methodology of income tax apportionment in California. This tax law change resulted in an increase in state deferred tax liabilities and a corresponding noncash tax provision of $38 million, which was recorded in the first quarter of 2009. On October 19, 2010, legislation was enacted in California that reversed the changes in methodology of California income tax apportionment included in the 2009 California state budget. As a result, the Company expects that this tax law change will result in a decrease in state deferred tax liabilities and a corresponding noncash tax benefit of approximately $40 million, which will be recorded in the fourth quarter of 2010.

12

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Absent the impacts of the 2010 valuation allowance adjustments and the reversal of previously recognized deferred income tax benefits primarily resulting from the expiration of vested Time Warner stock options and the 2009 California tax law change, the effective tax rates would have been 39.2% and 41.9% for the three months ended September 30, 2010 and 2009, respectively, and 40.2% and 41.1% for the nine months ended September 30, 2010 and 2009, respectively.

       Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests for the nine months ended September 30, 2010 decreased principally due to changes in the ownership structure of the Company that occurred during the first quarter of 2009 in connection with the Separation.

       Net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders. Net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders were as follows for the three and nine months ended September 30, 2010 and 2009 (in millions, except per share data):

	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2010		2009		% Change			2010		2009		% Change
Net income attributable to TWC shareholders	$	360	$	268		34.3	%	$	916	$	748		22.5	%
Net income per common share attributable to TWC common shareholders:
Basic	$	1.00	$	0.76		31.6	%	$	2.56	$	2.15		19.1	%
Diluted	$	1.00	$	0.76		31.6	%	$	2.55	$	2.14		19.2	%

       For the three and nine months ended September 30, 2010, net income attributable to TWC shareholders and net income per common share attributable to TWC common shareholders increased primarily due to an increase in Operating Income, which, for the nine months ended September 30, 2010, was partially offset by increases in income tax provision and interest expense, net, each as discussed above.

FINANCIAL CONDITION AND LIQUIDITY

       Management believes that cash generated by or available to TWC, after considering the $4.0 billion Revolving Credit Facility and related termination of the $5.875 billion Revolving Credit Facility, should be sufficient to fund its capital and liquidity needs for the foreseeable future, including quarterly dividend payments and common stock repurchases. TWC’s sources of cash include cash provided by operating activities, cash and equivalents on hand, borrowing capacity under its committed credit facility and commercial paper program, as well as access to capital markets.

       The Company generally invests its cash and equivalents in a combination of money market, government and treasury funds, as well as other similar instruments, in accordance with the Company’s investment policy of diversifying its investments and limiting the amount of its investments in a single entity or fund. As of September 30, 2010, nearly all of the Company’s cash and equivalents was invested in money market funds, with no more than 20% invested in any one fund.

       TWC’s unused committed financial capacity was $6.853 billion as of September 30, 2010, reflecting $1.128 billion of cash and equivalents and $5.725 billion of available borrowing capacity under the Company’s $5.875 billion Revolving Credit Facility. As discussed in “Recent Developments—$4.0 Billion Revolving Credit Facility,” on November 3, 2010, the Company entered into the $4.0 billion Revolving Credit Facility and the $5.875 billion Revolving Credit Facility, scheduled to mature in February 2011, was terminated. Had the $4.0 billion Revolving Credit Facility been in place (and the $5.875 billion Revolving Credit Facility been terminated) as of September 30, 2010, the Company’s unused committed financial capacity would have been reduced by $1.875 billion.

13

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Current Financial Condition

       As of September 30, 2010, the Company had $21.314 billion of debt, $1.128 billion of cash and equivalents (net debt of $20.186 billion, defined as total debt less cash and equivalents), $300 million of mandatorily redeemable non-voting Series A Preferred Equity Membership Units (the “TW NY Cable Preferred Membership Units”) issued by a subsidiary of TWC, Time Warner NY Cable LLC (“TW NY Cable”), and $9.425 billion of total TWC shareholders’ equity. As of December 31, 2009, the Company had $22.331 billion of debt, $1.048 billion of cash and equivalents (net debt of $21.283 billion), $300 million of TW NY Cable Preferred Membership Units and $8.685 billion of total TWC shareholders’ equity.

       The following table shows the significant items contributing to the change in net debt from December 31, 2009 to September 30, 2010 (in millions):

Balance as of December 31, 2009	$	21,283
Cash provided by operating activities		(3,774	)
Capital expenditures		2,148
Dividends paid		432
Increase in the fair value of debt subject to interest rate swap contracts(a)		252
All other, net		(155	)
Balance as of September 30, 2010	$	20,186

^(a) The increase in the fair value of debt subject to interest rate swap contracts is equal to the increase in the fair value of the underlying swaps, which are separately recorded as assets in the accompanying consolidated balance sheet. See Note 5 to the accompanying consolidated financial statements for a discussion of the Company’s accounting for its interest rate swap contracts.

       In 2008, TWC filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (the “SEC”) that allows TWC to offer and sell from time to time senior and subordinated debt securities and debt warrants.

       On October 29, 2010, TWC’s Board of Directors authorized a common stock repurchase program that allows TWC to repurchase up to an aggregate of $4.0 billion of its common stock. Purchases under this stock repurchase program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases will be based on a number of factors, including price and business and market conditions.

       On November 3, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $0.40 per share of TWC common stock, payable in cash on December 15, 2010 to stockholders of record at the close of business on November 30, 2010.

Cash Flows

       Cash and equivalents increased $80 million and decreased $4.943 billion for the nine months ended September 30, 2010 and 2009, respectively. Components of these changes are discussed below in more detail.

14

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Operating Activities

       Details of cash provided by operating activities are as follows (in millions):

	Nine Months Ended
	September 30,
	2010			2009
OIBDA	$	5,088		$	4,714
Gain on sale of cable systems		—			(2	)
Noncash equity-based compensation		82			77
Net interest payments(a)		(1,068	)		(909	)
Pension plan contributions		(52	)		(129	)
Net income tax payments(b)		(360	)		(27	)
Net restructuring accruals		3			13
All other, net, including working capital changes		81			68
Cash provided by operating activities	$	3,774		$	3,805

(a)	Amounts include interest income received (including amounts received under interest rate swap contracts) of $81 million and $7 million for the nine months ended September 30, 2010 and 2009, respectively.
(b)	Amounts include income tax refunds received of $90 million and $52 million for the nine months ended September 30, 2010 and 2009, respectively, which primarily represent reimbursements from Time Warner in accordance with a tax sharing arrangement between TWC and Time Warner.

       Cash provided by operating activities decreased from $3.805 billion for the nine months ended September 30, 2009 to $3.774 billion for the nine months ended September 30, 2010. This decrease was primarily related to increases in net income tax and interest payments, partially offset by an increase in OIBDA (as previously discussed) and the decrease in pension plan contributions.

       Net income tax payments for the nine months ended September 30, 2009 benefited from the impact of the accelerated depreciation deductions provided by the American Recovery and Reinvestment Act of 2009, partially offset by the reversal of a portion of similar benefits received in 2008 from the Economic Stimulus Act of 2008. These Acts provide for a first year bonus depreciation deduction of 50% of the cost of the Company’s qualified capital expenditures for the year.

       Net income tax payments for the nine months ended September 30, 2010 were impacted by the absence of bonus depreciation and the reversal of a portion of the bonus depreciation benefits received in 2008 and 2009. On September 27, 2010, the Small Business Jobs Act was enacted, which provides for a bonus depreciation deduction of 50% of the cost of the Company’s qualified capital expenditures during 2010. This legislation is applied retroactively to the beginning of 2010. As a result, the Company expects that it will not make any Federal income tax payments during the fourth quarter of 2010. Additionally, the Company expects that as a result of this legislation, it will have a Federal income tax receivable as of December 31, 2010, which will reduce net income tax payments in the first half of 2011.

       Net interest payments for the nine months ended September 30, 2010 increased primarily as a result of the timing of interest payments related to the public debt issuances in March, June and December 2009.

       The Company contributed $52 million to its funded and unfunded noncontributory defined benefit pension plans (the “pension plans”) during the nine months ended September 30, 2010, and may make additional discretionary cash contributions to its pension plans during the fourth quarter of 2010. See Note 9 to the accompanying consolidated financial statements for additional discussion of the Company’s pension plans.

15

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

Investing Activities

       Details of cash used by investing activities are as follows (in millions):

	Nine Months Ended
	September 30,
	2010			2009
Acquisitions and investments, net of cash acquired and distributions received:
The Reserve Fund’s Primary Fund(a)	$	35		$	54
Sterling Entertainment Enterprises, LLC(b)		60			—
SpectrumCo(c)		—			(27	)
All other		(40	)		(21	)
Capital expenditures		(2,148	)		(2,287	)
Other investing activities		7			9
Cash used by investing activities	$	(2,086	)	$	(2,272	)

(a)	Amounts reflect the receipt of the Company’s pro rata share of partial distributions made by The Reserve Fund’s Primary Fund.
(b)	Amount represents distributions received from Sterling Entertainment Enterprises, LLC (d/b/a SportsNet New York), an equity-method investee.
(c)	TWC is a participant in a joint venture with certain other cable companies (“SpectrumCo”) that holds advanced wireless spectrum licenses.

       Cash used by investing activities decreased from $2.272 billion for the nine months ended September 30, 2009 to $2.086 billion for the nine months ended September 30, 2010. This decrease was principally due to a decline in capital expenditures. The Company expects that capital expenditures will be less than $3.0 billion in 2010.

       TWC’s capital expenditures included the following major categories (in millions):

	Nine Months Ended
	September 30,
	2010		2009
Customer premise equipment(a)	$	868	$	951
Scalable infrastructure(b)		527		530
Line extensions(c)		263		215
Upgrades/rebuilds(d)		117		125
Support capital(e)		373		466
Total capital expenditures	$	2,148	$	2,287

(a)	Amounts represent costs incurred in the purchase and installation of equipment that resides at a customer’s home or business for the purpose of receiving/sending video, high-speed data and/or voice signals. Such equipment includes digital (including high-definition) set-top boxes, remote controls, high-speed data modems (including wireless), telephone modems and the costs of installing such new equipment. Customer premise equipment also includes materials and labor costs incurred to install the “drop” cable that connects a customer’s dwelling or business to the closest point of the main distribution network.
(b)	Amounts represent costs incurred in the purchase and installation of equipment that controls signal reception, processing and transmission throughout TWC’s distribution network, as well as controls and communicates with the equipment residing at a customer’s home or business. Also included in scalable infrastructure is certain equipment necessary for content aggregation and distribution (video-on-demand equipment) and equipment necessary to provide certain video, high-speed data and Digital Phone service features (voicemail, e-mail, etc.).
(c)	Amounts represent costs incurred to extend TWC’s distribution network into a geographic area previously not served. These costs typically include network design, the purchase and installation of fiber optic and coaxial cable and certain electronic equipment.
(d)	Amounts primarily represent costs incurred to upgrade or replace certain existing components or an entire geographic area of TWC’s distribution network. These costs typically include network design, the purchase and installation of fiber optic and coaxial cable and certain electronic equipment.
(e)	Amounts represent all other capital purchases required to run day-to-day operations. These costs typically include vehicles, land and buildings, computer hardware/software, office equipment, furniture and fixtures, tools and test equipment. Amounts include capitalized software costs of $131 million and $123 million for the nine months ended September 30, 2010 and 2009, respectively.

16

TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

     TWC incurs expenditures associated with the construction of its cable systems. Costs associated with the construction of transmission and distribution facilities are capitalized. TWC generally capitalizes expenditures for tangible fixed assets having a useful life of greater than one year. Capitalized costs include direct material, labor and overhead, as well as interest. Sales and marketing costs, as well as the costs of repairing or maintaining existing fixed assets, are expensed as incurred. With respect to customer premise equipment, which includes set-top boxes and high-speed data and telephone modems, TWC capitalizes installation costs only upon the initial deployment of these assets. All costs incurred in subsequent disconnects and reconnects of previously installed customer premise equipment are expensed as incurred. Depreciation on these assets is provided generally using the straight-line method over their estimated useful lives. For set-top boxes and modems, the useful life is 3 to 5 years, and, for distribution plant, the useful life is up to 16 years.

Financing Activities

       Details of cash used by financing activities are as follows (in millions):

	Nine Months Ended
	September 30,
	2010			2009
Borrowings (repayments), net(a)	$	(1,261	)	$	2,215
Borrowings		—			10,071
Repayments		(8	)		(7,877	)
Debt issuance costs		—			(26	)
Proceeds from exercise of stock options		86			2
Dividends paid		(432	)		—
Payment of special cash dividend		—			(10,856	)
Other financing activities		7			(5	)
Cash used by financing activities	$	(1,608	)	$	(6,476	)

^(a) Borrowings (repayments), net, reflects borrowings under the Company’s commercial paper program with original maturities of three months or less, net of repayments of such borrowings.

       Cash used by financing activities decreased from $6.476 billion for the nine months ended September 30, 2009 to $1.608 billion for the nine months ended September 30, 2010. Cash used by financing activities for the nine months ended September 30, 2010 primarily included net repayments under the Company’s commercial paper program and the payment of quarterly cash dividends. Cash used by financing activities for the nine months ended September 30, 2009 primarily consisted of the payment of the special cash dividend in connection with the Separation, partially offset by the net proceeds of the public debt issuances in March and June 2009.

Free Cash Flow

       Reconciliation of cash provided by operating activities to Free Cash Flow. The following table reconciles cash provided by operating activities to Free Cash Flow (in millions):

	Nine Months Ended
	September 30,
	2010			2009
Cash provided by operating activities	$	3,774		$	3,805
Add: Excess tax benefit from exercise of stock options		15			—
Less:
Capital expenditures		(2,148	)		(2,287	)
Cash paid for other intangible assets		(21	)		(17	)
Other		(1	)		(5	)
Free Cash Flow	$	1,619		$	1,496

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       Free Cash Flow increased from $1.496 billion for the nine months ended September 30, 2009 to $1.619 billion for the nine months ended September 30, 2010, primarily as a result of a decrease in capital expenditures, as discussed above. The Company expects that Free Cash Flow in the fourth quarter of 2010 will benefit from the impact of bonus depreciation on net income tax payments, as discussed above. This benefit may be offset by fourth quarter 2010 contributions to the Company’s pension plans.

Outstanding Debt and Mandatorily Redeemable Preferred Equity and Available Financial Capacity

       Debt and mandatorily redeemable preferred equity as of September 30, 2010 and December 31, 2009 were as follows:

				Outstanding Balance as of
				September 30,		December 31,
	Maturity	Interest Rate		2010		2009
				(in millions)
TWC notes and debentures(a)	2012-2039		6.181%(b)	$	18,606	$	18,357
TWE notes and debentures(c)	2012-2033		7.518%(b)		2,705		2,702
Credit facilities and commercial paper program(d)(e)	2011				—		1,261
Capital leases and other					3		11
Total debt					21,314		22,331
TW NY Cable Preferred Membership Units	2013		8.210%		300		300
Total debt and mandatorily redeemable preferred equity				$	21,614	$	22,631

(a)	The increase in the outstanding balance of TWC notes and debentures as of September 30, 2010 is primarily due to the increase in the fair value of debt subject to interest rate swap contracts.
(b)	Rate represents a weighted-average effective interest rate as of September 30, 2010 and includes the effects of interest rate swap contracts.
(c)	Outstanding balance of TWE notes and debentures as of September 30, 2010 and December 31, 2009 includes an unamortized fair value adjustment of $93 million and $102 million, respectively, which includes the fair value adjustment recognized as a result of the 2001 merger of America Online, Inc. (now known as AOL Inc.) and Time Warner Inc. (now known as Historic TW Inc.). TWE is a consolidated subsidiary of the Company.
(d)	TWC’s unused committed financial capacity was $6.853 billion as of September 30, 2010, reflecting $1.128 billion in cash and equivalents and $5.725 billion of available borrowing capacity under the $5.875 billion Revolving Credit Facility (which reflects a reduction of $150 million for outstanding letters of credit backed by the $5.875 billion Revolving Credit Facility). As discussed in “Recent Developments—$4.0 Billion Revolving Credit Facility,” on November 3, 2010, the Company entered into the $4.0 billion Revolving Credit Facility and the $5.875 billion Revolving Credit Facility, scheduled to mature in February 2011, was terminated. Had the $4.0 billion Revolving Credit Facility been in place (and the $5.875 billion Revolving Credit Facility been terminated) as of September 30, 2010, the Company’s unused committed financial capacity would have been reduced by $1.875 billion.
(e)	Outstanding balance as of December 31, 2009 excludes an unamortized discount on commercial paper of $1 million (none as of September 30, 2010).

       On November 3, 2010, the Company entered into the $4.0 billion Revolving Credit Facility and the $5.875 billion Revolving Credit Facility was terminated. See the “Recent Developments—$4.0 Billion Revolving Credit Facility” and the 2009 Form 10-K for further details regarding the Company’s outstanding debt and mandatorily redeemable preferred equity and other financing arrangements, including certain information about maturities, covenants, rating triggers and bank credit agreement leverage ratios relating to such debt and financing arrangements.

Contractual Obligations

       The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various assets and services to be used in the normal course of the Company’s operations. For example, the Company is contractually committed to make certain minimum lease payments for the use of property under operating lease agreements. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as operating lease obligations and certain purchase obligations under contracts, are not reflected as assets or liabilities in the accompanying consolidated balance sheet.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       The following table summarizes the Company’s aggregate contractual obligations as of September 30, 2010, and the estimated timing and effect that such obligations are expected to have on the Company’s liquidity and cash flows in future periods (in millions):

	2010(a)		2011-2012		2013-2014		Thereafter		Total
Programming purchases(b)	$	909	$	7,570	$	7,050	$	9,856	$	25,385
Outstanding debt obligations and TW NY Cable Preferred Membership Units(c)		—		2,101		3,551		15,751		21,403
Interest and dividends(d)		313		2,962		2,508		12,111		17,894
Facility leases(e)		30		215		177		396		818
Digital Phone connectivity(f)		124		582		71		—		777
Data processing services		18		124		36		—		178
High-speed data connectivity(g)		14		41		7		22		84
Other		22		185		112		71		390
Total	$	1,430	$	13,780	$	13,512	$	38,207	$	66,929

(a)	2010 amounts represent the Company’s contractual obligations for the three months ended December 31, 2010.
(b)	Programming purchases represent contracts that the Company has with cable television networks and broadcast stations to provide programming services to its subscribers. The amounts included above represent estimates of the future programming costs for these contract requirements and commitments based on subscriber numbers and tier placement as of September 30, 2010 applied to the per-subscriber rates contained in these contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements.
(c)	Outstanding debt obligations and TW NY Cable Preferred Membership Units represent principal amounts due on outstanding debt obligations and the TW NY Cable Preferred Membership Units as of September 30, 2010. Amounts do not include any fair value adjustments, bond premiums, discounts, interest rate derivatives, interest payments or dividends.
(d)	Amounts are based on the outstanding debt or TW NY Cable Preferred Membership Units balances, respective interest or dividend rates (interest rates on variable-rate debt were held constant through maturity at the September 30, 2010 rates) and maturity schedule of the respective instruments as of September 30, 2010. Interest ultimately paid on these obligations may differ based on changes in interest rates for variable-rate debt, as well as any potential future refinancings entered into by the Company. See Note 4 to the accompanying consolidated financial statements for further details.
(e)	The Company has facility lease obligations under various operating leases including minimum lease obligations for real estate and operating equipment.
(f)	Digital Phone connectivity obligations relate to transport, switching and interconnection services, primarily provided by Sprint Corporation (“Sprint”), that allow for the origination and termination of local and long-distance telephony traffic. These expenses also include related technical support services. Beginning in the fourth quarter of 2010, the Company is gradually replacing Sprint as the provider of these services. There is generally no obligation to purchase these services if the Company is not providing Digital Phone service. The amounts included above are generally based on the number of Digital Phone subscribers as of September 30, 2010 and the per-subscriber contractual rates contained in the contracts that were in effect as of September 30, 2010 and also reflect the gradual replacement of Sprint between the fourth quarter 2010 and the first quarter of 2014.
(g)	High-speed data connectivity obligations are based on the contractual terms for bandwidth circuits that were in use as of September 30, 2010.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

       This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, particularly statements anticipating future growth in revenues, Operating Income (Loss) before Depreciation and Amortization, cash provided by operating activities and other financial measures. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are included throughout this report and are based on management’s current expectations and beliefs about future events. As with any projection or forecast, they are susceptible to uncertainty and changes in circumstances.

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TIME WARNER CABLE INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION—(Continued)

       The Company operates in a highly competitive, consumer and technology driven and rapidly changing business that is affected by government regulation and economic, strategic, political and social conditions. Various factors could adversely affect the operations, business or financial results of TWC in the future and cause TWC’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in Item 1A, “Risk Factors,” in the 2009 Form 10-K, and in TWC’s other filings made from time to time with the SEC after the date of this report. In addition, important factors that could cause the Company’s actual results to differ materially from those in its forward-looking statements include:

• increased competition from video, high-speed data and voice providers, particularly direct broadcast satellite operators, incumbent local telephone companies, companies that deliver programming over broadband Internet connections, and wireless broadband and phone providers;

• the Company’s ability to deal effectively with the current economic slowdown or further deterioration in the economy, which may negatively impact customers’ demand for the Company’s services and also result in a reduction in the Company’s advertising revenues;

• the Company’s continued ability to exploit new and existing technologies that appeal to residential and commercial customers;

• changes in the regulatory and tax environments in which the Company operates, including, among others, regulation of broadband Internet services under Title II of the Communications Act of 1934, as amended, “net neutrality” legislation or regulation and federal, state and local taxation;

• increased difficulty negotiating programming and retransmission agreements on favorable terms, resulting in increased costs to the Company and/or the loss of popular programming; and

• changes in the Company’s plans, initiatives and strategies.

       Any forward-looking statements made by the Company in this document speak only as of the date on which they are made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward looking statements whether as a result of changes in circumstances, new information, subsequent events or otherwise.

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TIME WARNER CABLE INC.

ITEM 4. CONTROLS AND PROCEDURES

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

       The Company, under the supervision and with the participation of its management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management to allow timely decisions regarding the required disclosure.

Changes in Internal Control Over Financial Reporting

       There have not been any changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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TIME WARNER CABLE INC.

CONSOLIDATED BALANCE SHEET

(Unaudited)

	September 30,			December 31,
	2010			2009
	(in millions)
ASSETS
Current assets:
Cash and equivalents	$	1,128		$	1,048
Receivables, less allowances of $91 million and $74 million as of September 30, 2010 and December 31, 2009, respectively		673			663
Deferred income tax assets		133			139
Other current assets		409			252
Total current assets		2,343			2,102
Investments		905			975
Property, plant and equipment, net		13,666			13,919
Intangible assets subject to amortization, net		139			274
Intangible assets not subject to amortization		24,092			24,092
Goodwill		2,090			2,111
Other assets		451			221
Total assets	$	43,686		$	43,694
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	342		$	478
Deferred revenue and subscriber-related liabilities		163			170
Accrued programming expense		787			738
Other current liabilities		1,504			1,572
Total current liabilities		2,796			2,958
Long-term debt		21,314			22,331
Mandatorily redeemable preferred equity issued by a subsidiary		300			300
Deferred income tax liabilities, net		9,382			8,957
Other liabilities		461			459
Commitments and contingencies (Note 11)
TWC shareholders’ equity:
Common stock, $0.01 par value, 355.6 million and 352.5 million shares issued and outstanding as of September 30, 2010 and December 31, 2009, respectively		4			4
Paid-in capital		9,607			9,813
Accumulated other comprehensive loss, net		(289	)		(319	)
Retained earnings (accumulated deficit)		103			(813	)
Total TWC shareholders’ equity		9,425			8,685
Noncontrolling interests		8			4
Total equity		9,433			8,689
Total liabilities and equity	$	43,686		$	43,694

See accompanying notes.

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TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions, except per share data)
Revenues:
Subscription:
Video	$	2,743		$	2,698		$	8,264		$	8,071
High-speed data		1,255			1,138			3,680			3,362
Voice		513			480			1,511			1,402
Total Subscription		4,511			4,316			13,455			12,835
Advertising		223			182			612			501
Total revenues		4,734			4,498			14,067			13,336
Costs and expenses:
Costs of revenues(a)		2,239			2,163			6,657			6,423
Selling, general and administrative(a)		781			716			2,278			2,137
Depreciation		745			713			2,237			2,105
Amortization		29			64			156			183
Restructuring costs		13			14			44			64
Gain on sale of cable systems		—			—			—			(2	)
Total costs and expenses		3,807			3,670			11,372			10,910
Operating Income		927			828			2,695			2,426
Interest expense, net		(346	)		(348	)		(1,034	)		(974	)
Other expense, net		(25	)		(19	)		(58	)		(83	)
Income before income taxes		556			461			1,603			1,369
Income tax provision		(193	)		(193	)		(683	)		(600	)
Net income		363			268			920			769
Less: Net income attributable to noncontrolling interests		(3	)		—			(4	)		(21	)
Net income attributable to TWC shareholders	$	360		$	268		$	916		$	748
Net income per common share attributable to TWC common shareholders:
Basic	$	1.00		$	0.76		$	2.56		$	2.15
Diluted	$	1.00		$	0.76		$	2.55		$	2.14
Average common shares outstanding:
Basic		355.5			352.4			354.4			347.9
Diluted		361.0			354.5			359.4			348.9
Cash dividends declared per share	$	0.40		$	—		$	1.20		$	—
Special cash dividend declared and paid per share	$	—		$	—		$	—		$	30.81

^(a) Costs of revenues and selling, general and administrative expenses exclude depreciation.

See accompanying notes.

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TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2010			2009
	(in millions)
OPERATING ACTIVITIES
Net income	$	920		$	769
Adjustments for noncash and nonoperating items:
Depreciation		2,237			2,105
Amortization		156			183
Pretax gain on asset sales		—			(2	)
Loss from equity investments, net of cash distributions		83			42
Deferred income taxes		461			458
Equity-based compensation		82			77
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables		(14	)		47
Accounts payable and other liabilities		(226	)		136
Other changes		75			(10	)
Cash provided by operating activities		3,774			3,805
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions received		55			6
Capital expenditures		(2,148	)		(2,287	)
Other investing activities		7			9
Cash used by investing activities		(2,086	)		(2,272	)
FINANCING ACTIVITIES
Borrowings (repayments), net(a)		(1,261	)		2,215
Borrowings(b)		—			10,071
Repayments(b)		(8	)		(7,877	)
Debt issuance costs		—			(26	)
Proceeds from exercise of stock options		86			2
Dividends paid		(432	)		—
Payment of special cash dividend		—			(10,856	)
Other financing activities		7			(5	)
Cash used by financing activities		(1,608	)		(6,476	)
Increase (decrease) in cash and equivalents		80			(4,943	)
Cash and equivalents at beginning of period		1,048			5,449
Cash and equivalents at end of period	$	1,128		$	506

(a)	Borrowings (repayments), net, reflects borrowings under the Company’s commercial paper program with original maturities of three months or less, net of repayments of such borrowings.
(b)	Amounts represent borrowings and repayments related to debt instruments with original maturities greater than three months.

See accompanying notes.

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TIME WARNER CABLE INC.

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

	TWC			Non-
	Shareholders’			controlling			Total
	Equity			Interests			Equity
	(in millions)
Balance as of December 31, 2008	$	17,164		$	1,110		$	18,274
Net income		748			21			769
Other comprehensive income		19			—			19
Comprehensive income		767			21			788
Equity-based compensation		75			2			77
Redemption of Historic TW’s interest in TW NY		1,128			(1,128	)		—
Special cash dividend ($30.81 per common share)		(10,856	)		—			(10,856	)
Retained distribution related to unvested restricted stock units		(46	)		—			(46	)
Other changes		(17	)		(1	)		(18	)
Balance as of September 30, 2009	$	8,215		$	4		$	8,219
Balance as of December 31, 2009	$	8,685		$	4		$	8,689
Net income		916			4			920
Other comprehensive income		30			—			30
Comprehensive income		946			4			950
Equity-based compensation		82			—			82
Shares issued upon the exercise of TWC stock options		95			—			95
Cash dividends ($1.20 per common share)		(432	)		—			(432	)
Other changes(a)		49			—			49
Balance as of September 30, 2010	$	9,425		$	8		$	9,433

^(a) Amount primarily represents the true-up of TWC’s deferred tax assets associated with vested Time Warner Inc. stock options.

See accompanying notes.

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TIME WARNER CABLE INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    DESCRIPTION OF BUSINESS, RECENT DEVELOPMENTS AND BASIS OF PRESENTATION

Description of Business

       Time Warner Cable Inc. (together with its subsidiaries, “TWC” or the “Company”) is the second-largest cable operator in the U.S., with technologically advanced, well-clustered systems located mainly in five geographic areas – New York State (including New York City), the Carolinas, Ohio, Southern California (including Los Angeles) and Texas. TWC offers video, high-speed data and voice services over its broadband cable systems to residential and commercial customers. TWC markets its services separately and in “bundled” packages of multiple services and features. TWC also sells advertising to a variety of national, regional and local advertising customers.

Recent Developments

Common Stock Repurchase Program

       On October 29, 2010, TWC’s Board of Directors authorized a common stock repurchase program that allows TWC to repurchase up to an aggregate of $4.0 billion of its common stock. Purchases under this stock repurchase program may be made from time to time on the open market and in privately negotiated transactions. The size and timing of these purchases will be based on a number of factors, including price and business and market conditions.

Common Stock Dividend

       Beginning in March 2010, the Company paid a quarterly cash dividend of $0.40 per share of TWC common stock to TWC stockholders on the respective record date. The total amount of dividends paid during the nine months ended September 30, 2010 was $432 million. On November 3, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $0.40 per share of TWC common stock, payable in cash on December 15, 2010 to stockholders of record at the close of business on November 30, 2010.

Basis of Presentation

Separation from Time Warner

       As discussed more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”), in March 2009, TWC completed its separation from Time Warner (the “Separation”), which, prior to the Separation, owned approximately 84% of the common stock of TWC (representing a 90.6% voting interest) and a 12.43% non-voting common stock interest in TW NY Cable Holding Inc. (“TW NY”), a subsidiary of TWC. As a result of the Separation, Time Warner no longer has an ownership interest in TWC or TW NY.

Basis of Consolidation

       The consolidated financial statements include all of the assets, liabilities, revenues, expenses and cash flows of TWC and all entities in which TWC has a controlling voting interest. The consolidated financial statements include the results of the Time Warner Entertainment-Advance/Newhouse Partnership (“TWE-A/N”) only for the TWE-A/N cable systems that are controlled by TWC and for which TWC holds an economic interest. Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.

Use of Estimates

       The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and footnotes thereto. Actual results could differ from those estimates.

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       Significant estimates inherent in the preparation of the consolidated financial statements include accounting for asset impairments, allowances for doubtful accounts, investments, depreciation and amortization, business combinations, pension benefits, equity-based compensation, income taxes, contingencies and certain programming arrangements. Allocation methodologies used to prepare the consolidated financial statements are based on estimates and have been described in the notes, where appropriate.

Reclassifications

       Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.

Interim Financial Statements

       The consolidated financial statements are unaudited; however, in the opinion of management, they contain all the adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the financial position, results of operations and cash flows for the periods presented in conformity with GAAP applicable to interim periods. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements of TWC included in the 2009 Form 10-K.

Net Income per Common Share

       Basic net income attributable to TWC common shareholders is determined using the two-class method and is computed by dividing net income attributable to TWC common shareholders by the weighted average of common shares outstanding during the period. The two-class method is an earnings allocation formula that determines income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Diluted net income attributable to TWC common shareholders reflects the more dilutive earnings per share amount calculated using the treasury stock method or the two-class method.

       Set forth below is a reconciliation of net income attributable to TWC common shareholders per basic and diluted common share (in millions, except per share data):

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2010			2009		2010			2009
Net income attributable to TWC shareholders	$	360		$	268	$	916		$	748
Net income allocated to participating securities(a)		(3	)		—		(7	)		—
Net income attributable to TWC common shareholders	$	357		$	268	$	909		$	748
Average common shares outstanding:
Basic		355.5			352.4		354.4			347.9
Dilutive effect of non-participating equity awards		2.3			0.6		2.2			0.1
Diluted (two-class method)		357.8			353.0		356.6			348.0
Dilutive effect of participating equity awards(a)		3.2			1.5		2.8			0.9
Diluted (treasury stock method)		361.0			354.5		359.4			348.9
Net income per common share attributable to TWC common shareholders:
Basic	$	1.00		$	0.76	$	2.56		$	2.15
Diluted	$	1.00		$	0.76	$	2.55		$	2.14

^(a) The Company’s restricted stock units granted to employees and non-employee directors are considered participating securities with respect to regular quarterly cash dividends.

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

2.    RECENT ACCOUNTING STANDARDS

Accounting Standards Adopted in 2010

Consolidation of Variable Interest Entities

       In June 2009, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance that requires an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has both of the following characteristics, among others: (a) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity, or the right to receive benefits from the entity, that could potentially be significant to the variable interest entity. Under this guidance, ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity are required. This guidance became effective for TWC on January 1, 2010 and did not have a material impact on the Company’s consolidated financial statements.

Fair Value Measurements and Disclosures

       In January 2010, the FASB issued authoritative guidance that expands the required disclosures about fair value measurements. This guidance provides for new disclosures requiring the Company to (i) disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers and (ii) present separately information about purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements. This guidance also provides clarification of existing disclosures requiring the Company to (i) determine each class of assets and liabilities based on the nature and risks of the investments rather than by major security type and (ii) for each class of assets and liabilities, disclose the valuation techniques and inputs used to measure fair value for both Level 2 and Level 3 fair value measurements. This guidance became effective for TWC on January 1, 2010, except for the presentation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements, which is effective for TWC on January 1, 2011, and did not have a material impact on the Company’s consolidated financial statements. The guidance pertaining to the presentation of purchases, sales, issuances and settlements in the reconciliation of Level 3 fair value measurements is not expected to have a material impact on the Company’s consolidated financial statements.

Accounting Standards Not Yet Adopted

Accounting for Revenue Arrangements with Multiple Deliverables

       In September 2009, the FASB issued authoritative guidance that provides for a new methodology for establishing the fair value for a deliverable in a multiple-element arrangement. When vendor specific objective or third-party evidence for deliverables in a multiple-element arrangement cannot be determined, an enterprise is required to develop a best estimate of the selling price of separate deliverables and to allocate the arrangement consideration using the relative selling price method. This guidance will be effective for TWC on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.

Accounting for Revenue Arrangements with Software Elements

       In September 2009, the FASB issued authoritative guidance that provides for a new methodology for recognizing revenue for tangible products that are bundled with software products. Under the new guidance, tangible products that are bundled with software components that are essential to the functionality of the tangible product will no longer be accounted for under the software revenue recognition accounting guidance. Rather, such products will be accounted for under the new authoritative guidance surrounding multiple-element arrangements described above. This guidance will be effective for TWC on January 1, 2011 and is not expected to have a material impact on the Company’s consolidated financial statements.

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

3.    INTANGIBLE ASSETS AND GOODWILL

       As of September 30, 2010 and December 31, 2009, the carrying value of the Company’s indefinite-lived intangible assets was $24.092 billion and the carrying value of goodwill was $2.090 billion and $2.111 billion, respectively.

Annual Impairment Analysis

       During the first quarter of 2010, the Company changed its annual impairment testing date to July 1 to coincide more closely with the Company’s annual preparation of long range projections (“LRPs”), which are a significant component used in the impairment analysis. Prior to the Separation, the Company’s LRPs were prepared during the fourth quarter of each year, consistent with Time Warner’s other business units. After the Separation, the Company began preparing its LRPs in the middle of each year. Accordingly, the Company believes the change in the annual impairment testing date to be preferable in its circumstances. This change is being applied on a prospective basis. The Company does not believe this change would have delayed, accelerated or avoided an impairment charge in prior periods.

       Intangible assets not subject to amortization (i.e., cable franchise rights) are tested annually for impairment or upon the occurrence of a triggering event. The impairment test for intangible assets not subject to amortization involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment charge is recognized in an amount equal to that excess. The estimates of fair value of intangible assets not subject to amortization are determined using a discounted cash flow (“DCF”) analysis. The DCF methodology used to value cable franchise rights entails identifying the projected discrete cash flows related to such cable franchise rights and discounting them back to the valuation date. Significant judgments inherent in this analysis include the selection of appropriate discount rates, estimating the amount and timing of future cash flows attributable to cable franchise rights and identification of appropriate terminal growth rate assumptions. The discount rates used in the DCF analyses are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets.

       Goodwill is tested annually for impairment or upon occurrence of a triggering event. Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of each of the Company’s six geographic reporting units to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a DCF analysis that is corroborated by a market-based approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the DCF analyses are based on the Company’s most recent budget and, for years beyond the budget, the Company’s estimates, which are based on assumed growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based approach utilizes comparable company public trading values, research analyst estimates and, where available, values observed in private market transactions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment charge is recognized in an amount equal to that excess.

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       The Company determined that cable franchise rights and goodwill were not impaired during its annual impairment analyses performed as of July 1, 2010 and December 31, 2009. The carrying value of cable franchise rights and goodwill by unit of accounting as of July 1, 2010 and December 31, 2009 is as follows (in millions):

	Carrying Value as of
	July 1, 2010				December 31, 2009
	Cable				Cable
	Franchise				Franchise
	Rights		Goodwill		Rights		Goodwill
West	$	3,498	$	484	$	3,350	$	489
New York City		3,345		204		3,345		204
Texas		1,700		143		1,700		143
Midwest		5,935		562		5,028		505
Carolinas		3,969		231		3,908		224
Northeast		5,645		466		5,645		466
Kansas City(a)		—		—		394		—
National(a)		—		—		722		80
Total	$	24,092	$	2,090	$	24,092	$	2,111

^(a) In connection with certain operational reorganizations during 2010, the Company combined its Kansas City and Midwest reporting units. In addition, the Company dissolved its National reporting unit and allocated the systems contained therein to its West, Midwest and Carolinas reporting units. The Company tested the cable franchise rights and goodwill held by the aforementioned units of accounting for impairment immediately prior to the reorganizations and determined that no impairments existed.

4.    REVOLVING CREDIT FACILITY AND COMMERCIAL PAPER PROGRAM

       On November 3, 2010, the Company entered into a credit agreement for a $4.0 billion senior unsecured three-year revolving credit facility provided by a group of major banks and other financial institutions maturing in November 2013 (the “$4.0 billion Revolving Credit Facility”).

       The Company’s obligations under the $4.0 billion Revolving Credit Facility are guaranteed by its subsidiaries, Time Warner Entertainment Company, L.P. (“TWE”) and TW NY. Borrowings under the $4.0 billion Revolving Credit Facility bear interest at a rate based on the credit rating of TWC, which rate was initially LIBOR plus 1.25% per annum. In addition, TWC is required to pay a facility fee on the aggregate commitments under the $4.0 billion Revolving Credit Facility at a rate determined by the credit rating of TWC, which rate was initially 0.25% per annum. TWC may also incur an additional usage fee of 0.25% per annum on the outstanding loans and other extensions of credit under the $4.0 billion Revolving Credit Facility if and when such amounts exceed 25% of the aggregate commitments thereunder. The $4.0 billion Revolving Credit Facility provides same-day funding capability, and a portion of the aggregate commitments, not to exceed $500 million at any time, may be used for the issuance of letters of credit.

       The $4.0 billion Revolving Credit Facility contains conditions, covenants, representations and warranties and events of default (with customary grace periods, as applicable) substantially similar to the conditions, covenants, representations and warranties and events of default in the Company’s $5.875 billion Revolving Credit Facility (as defined below), including a maximum leverage ratio covenant of 5.0 times TWC’s consolidated EBITDA. The terms and related financial metrics associated with the leverage ratio are defined in the agreement. The $4.0 billion Revolving Credit Facility does not contain any: credit ratings-based defaults or covenants; ongoing covenants or representations specifically relating to a material adverse change in TWC’s financial condition or results of operations; or borrowing restrictions due to material adverse changes in the Company’s business or market disruption. Borrowings under the $4.0 billion Revolving Credit Facility may be used for general corporate purposes, and unused credit is available to support borrowings under the CP Program (as defined below).

30

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       In connection with the entry into the $4.0 billion Revolving Credit Facility, the Company’s $5.875 billion senior unsecured five-year revolving credit facility (the “$5.875 billion Revolving Credit Facility”), scheduled to mature in February 2011, was terminated, and the Company’s unsecured commercial paper program (the “CP Program”) was reduced from $6.0 billion to $4.0 billion.

       As of September 30, 2010, the Company had no outstanding borrowings under the $5.875 billion Revolving Credit Facility or CP Program. As of September 30, 2010, TWC’s available borrowing capacity under the $5.875 billion Revolving Credit Facility was $5.725 billion and TWC had $1.128 billion of cash and equivalents on hand.

5.    DERIVATIVE FINANCIAL INSTRUMENTS

       The Company recognizes all derivative financial instruments in the consolidated balance sheet as either assets or liabilities at fair value. Derivative financial instruments are specifically designated, if certain conditions are met, as (a) a hedge of the exposure to changes in the fair value of a recognized asset or liability or an unrecognized firm commitment (a “fair value hedge”) or (b) a hedge of the exposure to variable cash flows of a forecasted transaction or a hedge of the foreign currency exposure of a forecasted transaction denominated in a foreign currency (a “cash flow hedge”). The Company uses derivative financial instruments primarily to manage the risks associated with fluctuations in interest rates and foreign currency exchange rates and does not hold or issue derivative financial instruments for speculative or trading purposes.

       The fair value of the assets and liabilities associated with the Company’s derivative financial instruments recorded in the consolidated balance sheet as of September 30, 2010 and December 31, 2009 is as follows (in millions):

	Balance Sheet	September 30,		December 31,
	Location	2010		2009
Assets:
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other assets	$	240	$	25
Foreign currency forward contracts	Other current assets		1		1
Total assets		$	241	$	26
Liabilities:
Derivatives designated as hedging instruments:
Interest rate swap contracts	Other liabilities	$	—	$	37
Foreign currency forward contracts	Other current liabilities		—		1
Derivatives not designated as hedging instruments:
Equity award reimbursement obligation	Other current liabilities		20		35
Total liabilities		$	20	$	73

Interest Rate Swap Contracts

       Interest rate swap contracts are used to change the nature of outstanding debt (e.g., convert fixed-rate debt into variable-rate debt or convert variable-rate debt into fixed-rate debt). As of September 30, 2010, the Company had interest rate swap contracts outstanding that convert $5.850 billion of fixed-rate debt instruments, with maturities extending through February 2015, to variable-rate debt. Such contracts are designated as fair value hedges. Under its interest rate swap contracts, the Company is entitled to receive semi-annual fixed rates of interest ranging from 3.500% to 10.150% and is required to make semi-annual interest payments at variable rates based on LIBOR plus margins ranging from 0.750% to 8.442%. During the three and nine months ended September 30, 2010, the Company recognized no gain or loss related to its interest rate swap contracts because the changes in the fair values of such instruments were completely offset by the changes in the fair values of the hedged fixed-rate debt.

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Foreign Currency Forward Contracts

       Foreign currency forward contracts are used to mitigate the risk to the Company from changes in foreign currency exchange rates. Such contracts, which extend through May 2011, are designated as cash flow hedges and specifically relate to forecasted payments denominated in the Philippine peso made to vendors who provide Road Runner^TM high-speed data service customer care support services.

       The effective portion of the gain or loss on foreign currency forward contracts is recorded as a component of TWC shareholders’ equity in accumulated other comprehensive income (“accumulated OCI”). Such gains and losses are reclassified out of accumulated OCI into costs of revenues in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of such gains and losses are recognized in other expense, net, in the current reporting period. For the nine months ended September 30, 2010 and 2009, the effects of foreign currency forward contracts on earnings were immaterial. The Company expects net gains of $1 million to be reclassified out of accumulated OCI and into earnings within the next 12 months.

Equity Award Reimbursement Obligation

       Upon the exercise of Time Warner stock options held by TWC employees, TWC is obligated to reimburse Time Warner for the excess of the market price of Time Warner common stock on the day of exercise over the option exercise price (the “intrinsic” value of the award). Prior to the Separation, TWC recorded an equity award reimbursement obligation for the intrinsic value of vested and outstanding Time Warner stock options held by TWC employees. This liability was adjusted each reporting period to reflect changes in the market price of Time Warner common stock and the number of Time Warner stock options held by TWC employees with an offsetting adjustment to TWC shareholders’ equity. Beginning on March 12, 2009, the date of the Separation, TWC began accounting for the equity award reimbursement obligation as a derivative financial instrument because, as of such date, Time Warner was no longer a controlling shareholder of the Company. The Company records the equity award reimbursement obligation at fair value in the consolidated balance sheet, which is estimated using the Black-Scholes model, and, on March 12, 2009, TWC established a liability for the fair value of the equity award reimbursement obligation in other liabilities with an offsetting adjustment to TWC shareholders’ equity in the consolidated balance sheet. The change in the equity award reimbursement obligation fluctuates primarily with the fair value and expected volatility of Time Warner common stock and is recorded in earnings in the period of change. Refer to Note 6 for the changes in the fair value of the equity award reimbursement obligation which are recognized in net income.

6.     FAIR VALUE MEASUREMENTS

       The fair value of an asset or liability is based on the assumptions that market participants would use in pricing the asset or liability. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. The Company primarily applies a market-based approach for recurring fair value measurements. The Company follows a three-tiered fair value hierarchy when determining the inputs to valuation techniques. The fair value hierarchy prioritizes the inputs to valuation techniques into three broad levels in order to maximize the use of observable inputs and minimize the use of unobservable inputs. The levels of the fair value hierarchy are as follows:

• Level 1: consists of financial instruments whose values are based on quoted market prices for identical financial instruments in an active market.

• Level 2: consists of financial instruments whose values are determined using models or other valuation methodologies that utilize inputs that are observable either directly or indirectly, including (i) quoted prices for similar assets or liabilities in active markets, (ii) quoted prices for identical or similar assets or liabilities in markets that are not active, (iii) pricing models whose inputs are observable for substantially the full term of the financial instrument and (iv) pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the financial instrument.

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TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

• Level 3: consists of financial instruments whose values are determined using pricing models that utilize significant inputs that are primarily unobservable, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair Value of Derivative Financial Instruments

       The fair values of assets and liabilities classified as derivative financial instruments as of September 30, 2010 and December 31, 2009 are as follows (in millions):

	September 30, 2010						December 31, 2009
			Fair Value Measurements						Fair Value Measurements
	Fair Value		Level 2		Level 3		Fair Value		Level 2		Level 3
Assets:
Interest rate swap contracts	$	240	$	240	$	—	$	25	$	25	$	—
Foreign currency forward contracts		1		1		—		1		1		—
	$	241	$	241	$	—	$	26	$	26	$	—
Liabilities:
Interest rate swap contracts	$	—	$	—	$	—	$	37	$	37	$	—
Foreign currency forward contracts		—		—		—		1		1		—
Equity award reimbursement obligation		20		—		20		35		—		35
	$	20	$	—	$	20	$	73	$	38	$	35

       Changes in the fair value of the equity award reimbursement obligation, valued using significant unobservable inputs (Level 3), are presented below (in millions):

Balance as of December 31, 2008	$	—
Establishment of equity award reimbursement obligation		16
Net losses recognized in net income(a)		21
Payments to Time Warner for awards exercised		(2	)
Balance as of December 31, 2009		35
Net gains recognized in net income(b)		(5	)
Payments to Time Warner for awards exercised		(10	)
Balance as of September 30, 2010	$	20

(a)	Of the total net losses recognized in 2009, $5 million and $13 million was recognized during the three and nine months ended September 30, 2009, respectively.
(b)	Of the total net gains recognized in 2010, $2 million of losses was recognized during the three months ended September 30, 2010.

33

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Other Financial Instruments

       The Company’s other financial instruments, excluding debt subject to interest rate swap contracts, are not required to be carried at fair value. Based on the level of interest rates prevailing at September 30, 2010 and December 31, 2009, the fair value of TWC’s fixed-rate debt and mandatorily redeemable preferred equity exceeded the carrying value by approximately $3.657 billion and $2.280 billion as of September 30, 2010 and December 31, 2009, respectively. Unrealized gains or losses on debt do not result in the realization or expenditure of cash and are not recognized for financial reporting purposes unless the debt is retired prior to its maturity. The carrying value for the majority of the Company’s other financial instruments approximates fair value due to the short-term nature of such instruments. For the remainder of the Company’s other financial instruments, differences between the carrying value and fair value are not significant as of September 30, 2010. The fair value of financial instruments is generally determined by reference to the market value of the instrument as quoted on a national securities exchange or in an over-the-counter market. In cases where a quoted market value is not available, fair value is based on an estimate using present value or other valuation techniques.

Non-Financial Instruments

       The majority of the Company’s non-financial instruments, which include investments, property, plant and equipment, intangible assets and goodwill, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment, any resulting asset impairment would require that the non-financial instrument be recorded at its fair value.

7.    INCOME TAXES

       For both the three months ended September 30, 2010 and 2009, the Company recorded income tax provisions of $193 million. For the nine months ended September 30, 2010 and 2009, the Company recorded income tax provisions of $683 million and $600 million, respectively. The effective tax rate was 34.7% and 41.9% for the three months ended September 30, 2010 and 2009, respectively, and 42.6% and 43.8% for the nine months ended September 30, 2010 and 2009, respectively.

       The income tax provision and the effective tax rates for the three and nine months ended September 30, 2010 benefited from adjustments of $23 million and $29 million, respectively, to the Company’s valuation allowance for deferred tax assets associated with an equity-method investment.

       The income tax provision and the effective tax rate for the nine months ended September 30, 2010 were also impacted by a net noncash charge of $68 million related to the reversal of previously recognized deferred income tax benefits primarily as a result of the expiration, on March 12, 2010, of vested Time Warner stock options held by TWC employees. As a result of the Separation on March 12, 2009, TWC employees who held stock options under Time Warner equity plans were treated as if their employment with Time Warner had been terminated without cause at the time of the Separation. In most cases, this treatment resulted in shortened exercise periods, generally one year from the date of Separation, for vested Time Warner stock options held by TWC employees.

       Vested Time Warner stock options held primarily by certain retirement-eligible TWC employees (pursuant to the terms of the award agreements) have exercise periods of up to five years from the date of the Separation and, as such, the Company estimates that it may incur additional noncash income tax expense of up to approximately $90 million through March 2014 upon the exercise or expiration of these stock options. This estimate and the timing of such charges are dependent on a number of variables related to Time Warner and TWC equity awards, including the respective stock prices and the timing of the exercise or expiration of stock options and restricted stock units (“RSUs”).

34

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       The income tax provision and the effective tax rate for the nine months ended September 30, 2009 were impacted by the passage of the California state budget during the first quarter of 2009 that, in part, changed the methodology of income tax apportionment in California. This tax law change resulted in an increase in state deferred tax liabilities and a corresponding noncash tax provision of $38 million, which was recorded in the first quarter of 2009. On October 19, 2010, legislation was enacted in California that reversed the changes in methodology of California income tax apportionment included in the 2009 California state budget. As a result, the Company expects that this tax law change will result in a decrease in state deferred tax liabilities and a corresponding noncash tax benefit of approximately $40 million, which will be recorded in the fourth quarter of 2010.

8.    EQUITY-BASED COMPENSATION

       The Company has granted options to purchase shares of TWC common stock and RSUs to its employees and non-employee directors under the Time Warner Cable Inc. 2006 Stock Incentive Plan (the “2006 Plan”).

       The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. That cost is recognized in the consolidated statement of operations over the period during which an employee is required to provide service in exchange for the award (generally four years subject to graded vesting conditions). The Company’s policy is to recognize the cost on a straight-line basis over the requisite service period. The Company uses the Black-Scholes model to estimate the grant date fair value of a stock option. Because the option-pricing model requires the use of subjective assumptions, changes in these assumptions can materially affect the fair value of stock options granted. The volatility assumption is calculated using a 75%-25% weighted average of implied volatility of TWC traded options and the historical stock price volatility of a comparable peer group of publicly traded companies. The expected term, which represents the period of time that options are expected to be outstanding, is estimated based on the historical exercise experience of TWC employees. The risk-free rate assumed in valuing the stock options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company determines the expected dividend yield percentage by dividing the expected annual dividend by the market price of TWC common stock at the date of grant. The table below presents the assumptions used to value TWC stock options at their grant date for the nine months ended September 30, 2010 and 2009 and reflects the weighted average of all awards granted within each period:

	Nine Months Ended
	September 30,
	2010			2009
Expected volatility		31.4	%		34.3	%
Expected term to exercise from grant date	6.73 years			6.04 years
Risk-free rate		3.1	%		2.6	%
Expected dividend yield		3.5	%		0.0	%

       For the nine months ended September 30, 2010, TWC granted 3,802,000 stock options at a weighted-average grant date fair value of $10.95 per option. For the nine months ended September 30, 2009, TWC granted 6,332,000 stock options at a weighted-average grant date fair value of $9.67 per option. Of the total stock options granted in 2009, 5,127,000 were granted at a weighted-average grant date fair value of $9.45 per option and 1,205,000 were granted as Separation-related “make-up” equity awards at a weighted-average grant date fair value of $10.64 per option. Stock options granted under the 2006 Plan have exercise prices equal to the fair market value of TWC common stock at the date of grant. Generally, the stock options vest ratably over a four-year vesting period and expire ten years from the date of grant. Certain stock option awards provide for accelerated vesting upon the grantee’s termination of employment after reaching a specified age and years of service.

35

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       For the nine months ended September 30, 2010, TWC granted 1,941,000 RSUs at a weighted-average grant date fair value of $45.18 per RSU. For the nine months ended September 30, 2009, TWC granted 2,637,000 RSUs at a weighted-average grant date fair value of $38.80 per RSU. Of the total RSUs granted in 2009, 1,277,000 were granted at a weighted-average grant date fair value of $53.10 per RSU, 1,305,000 were granted as Special Dividend retained distributions in March 2009 at a weighted-average grant date fair value of $24.99 per RSU and 55,000 were granted as Separation-related “make-up” equity awards at a weighted-average grant date fair value of $33.80 per RSU. RSUs granted under the 2006 Plan generally vest equally on each of the third and fourth anniversary of the grant date. RSUs provide for accelerated vesting upon the grantee’s termination of employment after reaching a specified age and years of service. Shares of TWC common stock will generally be issued at the end of the vesting period of an RSU. RSUs awarded to non-employee directors are not subject to vesting or forfeiture restrictions and the shares underlying the RSUs will generally be issued in connection with a director’s termination of service as a director. Holders of RSUs are generally entitled to receive cash dividend equivalents or retained distributions related to regular cash dividends or distributions, respectively, paid by TWC. Retained distributions are subject to the vesting requirements of the underlying RSUs.

       Equity-based compensation expense for the three and nine months ended September 30, 2010 and 2009 is as follows (in millions):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Stock options	$	7	$	11	$	34	$	36
Restricted stock units		14		12		48		41
Total equity-based compensation expense	$	21	$	23	$	82	$	77

9.    PENSION COSTS

       TWC has both funded and unfunded noncontributory defined benefit pension plans (the “pension plans”) covering a majority of its employees. Pension benefits are based on formulas that reflect the employees’ years of service and compensation during their employment period. The pension expense recognized by the Company is determined using certain assumptions, including the expected long-term rate of return on plan assets, the interest factor implied by the discount rate and the expected rate of compensation increases.

       TWC uses a December 31 measurement date for the pension plans. A summary of the components of net periodic benefit costs and contributions for the three and nine months ended September 30, 2010 and 2009 is as follows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Service cost	$	29		$	25		$	87		$	75
Interest cost		25			22			75			66
Expected return on plan assets		(32	)		(23	)		(95	)		(70	)
Amounts amortized		7			17			21			50
Net periodic benefit costs	$	29		$	41		$	88		$	121
Contributions	$	51		$	48		$	52		$	129

       After considering the funded status of the pension plans, movements in the discount rate, investment performance and related tax consequences, the Company may choose to make contributions to the pension plans. As of September 30, 2010, there were no minimum required contributions for the pension plans. The Company contributed $52 million to the pension plans during the nine months ended September 30, 2010, and may make additional discretionary cash contributions to its pension plans during the fourth quarter of 2010.

36

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

10.  RESTRUCTURING COSTS

       Beginning in the first quarter of 2009, the Company began a restructuring to improve operating efficiency, primarily related to headcount reductions, as well as the termination of a facility lease that occurred during the second quarter of 2010. Through September 30, 2010, the Company incurred costs of $125 million and made payments of $99 million related to this restructuring. The Company eliminated approximately 1,300 positions during 2009, of which approximately 1,100 positions were eliminated during the first nine months of the year. During the nine months ended September 30, 2010, TWC eliminated approximately 700 additional positions as a result of this restructuring. The Company expects to incur additional restructuring costs of approximately $15 million during the fourth quarter of 2010. Information relating to this restructuring is as follows (in millions):

	Employee			Other
	Terminations			Exit Costs			Total
Accruals(a)	$	68		$	13		$	81
Cash paid(b)		(48	)		(12	)		(60	)
Remaining liability as of December 31, 2009		20			1			21
Accruals(c)		30			14			44
Cash paid(d)		(31	)		(8	)		(39	)
Remaining liability as of September 30, 2010(e)	$	19		$	7		$	26

(a)	Of the total amount accrued in 2009, $14 million and $64 million was accrued during the three and nine months ended September 30, 2009, respectively.
(b)	Of the total amount paid in 2009, $15 million and $45 million was paid during the three and nine months ended September 30, 2009, respectively.
(c)	Of the total amount accrued in 2010, $13 million was accrued during the three months ended September 30, 2010.
(d)	Of the total amount paid in 2010, $11 million was paid during the three months ended September 30, 2010.
(e)	Of the remaining liability as of September 30, 2010, $23 million is classified as a current liability, with the remaining amount classified as a noncurrent liability in the consolidated balance sheet. Amounts are expected to be paid through 2014.

       Between January 1, 2005 and December 31, 2008, the Company underwent a restructuring plan to simplify its organizational structure and enhance its customer focus, and incurred costs of $80 million related to this restructuring. Through September 30, 2010, the Company made payments of $80 million related to this restructuring, of which $2 million and $6 million were made during the nine months ended September 30, 2010 and 2009, respectively. As of September 30, 2010, all amounts accrued under this restructuring plan have been paid.

11.  COMMITMENTS AND CONTINGENCIES

Contractual Obligations

       The Company has obligations to make future payments for goods and services under certain contractual arrangements. These contractual obligations secure the future rights to various assets and services to be used in the normal course of operations. For example, the Company is contractually committed to make certain minimum lease payments for the use of the Company’s property under operating lease agreements. In accordance with applicable accounting rules, the future rights and obligations pertaining to firm commitments, such as operating lease obligations and certain purchase obligations under contracts, are not reflected as assets or liabilities in the consolidated balance sheet.

       As of September 30, 2010, the minimum rental commitments under long-term operating leases during the next five years are $30 million in 2010, $113 million in 2011, $102 million in 2012, $94 million in 2013 and $83 million in 2014.

37

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       The following table summarizes the Company’s aggregate contractual obligations, as of September 30, 2010, under certain programming, Digital Phone connectivity, high-speed data connectivity and other agreements and the estimated timing and effect that such obligations are expected to have on the Company’s liquidity and cash flows in future periods (in millions):

2010(a)	$	1,087
2011-2012		8,502
2013-2014		7,276
Thereafter		9,949
Total	$	26,814

^(a) 2010 amount represents the Company’s contractual obligations for the three months ended December 31, 2010.

       Programming purchases represent contracts that the Company has with cable television networks and broadcast stations to provide programming services to its subscribers. The amounts included above represent estimates of the future programming costs for these contract requirements and commitments based on subscriber numbers and tier placement as of September 30, 2010 applied to the per-subscriber rates contained in these contracts. Actual amounts due under such contracts may differ from the amounts above based on the actual subscriber numbers and tier placements.

       Digital Phone connectivity obligations relate to transport, switching and interconnection services, primarily provided by Sprint Corporation (“Sprint”), that allow for the origination and termination of local and long-distance telephony traffic. These expenses also include related technical support services. Beginning in the fourth quarter of 2010, the Company is gradually replacing Sprint as the provider of these services. There is generally no obligation to purchase these services if the Company is not providing Digital Phone service. The amounts included above are generally based on the number of Digital Phone subscribers as of September 30, 2010 and the per-subscriber contractual rates contained in the contracts that were in effect as of September 30, 2010 and also reflect the gradual replacement of Sprint between the fourth quarter 2010 and the first quarter of 2014.

       High-speed data connectivity obligations are based on the contractual terms for bandwidth circuits that were in use as of September 30, 2010.

Legal Proceedings

       TWC is the defendant in In re: Set-Top Cable Television Box Antitrust Litigation, ten purported class actions filed in federal district courts throughout the United States. These actions are subject to a Multidistrict Litigation Order transferring the cases for pre-trial purposes to the U.S. District Court for the Southern District of New York. On May 10, 2010, the plaintiffs filed a second amended consolidated class action complaint (the “Second Amended Complaint”), alleging that TWC violated Section 1 of the Sherman Antitrust Act, various state antitrust laws and state unfair/deceptive trade practices statutes by tying the sales of premium cable television services to the leasing of set-top converters boxes. The plaintiffs are seeking, among other things, unspecified treble monetary damages and an injunction to cease such alleged practices. On September 30, 2010, the Company filed a motion to dismiss the Second Amended Complaint. The Company intends to defend against this lawsuit vigorously.

38

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       On November 14, 2008, the plaintiffs in Mark Swinegar, et al. v. Time Warner Cable Inc., filed a second amended complaint in the Los Angeles County Superior Court, as a purported class action, alleging that TWC provided to and charged plaintiffs for equipment that they had not affirmatively requested in violation of the proscription in the Cable Consumer Protection and Competition Act of 1992 (the “Cable Act”) against “negative option billing” and that such violation was an unlawful act or practice under California’s Unfair Competition Law (the “UCL”). Plaintiffs are seeking restitution under the UCL and attorneys’ fees. On February 23, 2009, the court denied TWC’s motion to dismiss the second amended complaint, and on July 29, 2010, the court denied the Company’s motion for summary judgment. A class certification hearing is scheduled for February 14, 2011. On October 7, 2010, the Company filed a petition for a declaratory ruling with the Federal Communications Commission (the “FCC”) requesting that the FCC determine whether the Company’s general ordering process complies with the Cable Act’s “negative option billing” restriction. On October 20, 2010, the FCC requested public comment on this matter. The Company intends to defend against this lawsuit vigorously.

       On September 20, 2007, Brantley, et al. v. NBC Universal, Inc., et al. was filed in the U.S. District Court for the Central District of California against the Company. The complaint, which also named as defendants several other cable and satellite providers (collectively, the “distributor defendants”) as well as programming content providers (collectively, the “programmer defendants”), alleged violations of Sections 1 and 2 of the Sherman Antitrust Act. Among other things, the complaint alleged coordination between and among the programmer defendants to sell and/or license programming on a “bundled” basis to the distributor defendants, who in turn purportedly offer that programming to subscribers in packaged tiers, rather than on a per channel (or “à la carte”) basis. Plaintiffs, who seek to represent a purported nationwide class of cable and satellite subscribers, are seeking, among other things, unspecified treble monetary damages and an injunction to compel the offering of channels to subscribers on an “à la carte” basis. On December 3, 2007, plaintiffs filed an amended complaint in this action (the “First Amended Complaint”) that, among other things, dropped the Section 2 claims and all allegations of horizontal coordination. On December 21, 2007, the distributor defendants, including TWC, and the programmer defendants filed motions to dismiss the First Amended Complaint. On March 10, 2008, the court granted these motions, dismissing the First Amended Complaint with leave to amend. On March 20, 2008, plaintiffs filed a second amended complaint (the “Second Amended Complaint”) that modified certain aspects of the First Amended Complaint in an attempt to address the deficiencies noted by the court in its prior dismissal order. On April 22, 2008, the distributor defendants, including the Company, and the programmer defendants filed motions to dismiss the Second Amended Complaint, which motions were denied by the court on June 25, 2008. On July 14, 2008, the distributor defendants and the programmer defendants filed motions requesting the court to certify its June 25, 2008 order for interlocutory appeal to the U.S. Court of Appeals for the Ninth Circuit, which motions were denied by the district court on August 4, 2008. On May 4, 2009, by stipulation of the parties, plaintiffs filed a third amended complaint (the “Third Amended Complaint”) and on June 12, 2009, the distributor defendants and the programmer defendants filed a motion to dismiss the Third Amended Complaint, which the district court granted with prejudice on October 15, 2009, terminating the action. On April 19, 2010, plaintiffs appealed this decision to the U.S. Court of Appeals for the Ninth Circuit. The Company intends to defend against this lawsuit vigorously.

       On June 22, 2005, Mecklenburg County filed suit against TWE-A/N in the General Court of Justice District Court Division, Mecklenburg County, North Carolina and, on July 1, 2005, the action was removed to the U.S. District Court for the Western District of North Carolina. Mecklenburg County, the franchisor in TWE-A/N’s Mecklenburg County cable system, alleges that TWE-A/N’s predecessor failed to construct an institutional network in 1981 and that TWE-A/N assumed that obligation upon the transfer of the franchise in 1995. Mecklenburg County is seeking compensatory damages and TWE-A/N’s release of certain video channels it is currently using on the cable system. On April 14, 2006, TWE-A/N filed a motion for summary judgment, which the district court granted on January 26, 2010 on the basis that the plaintiff’s claims were barred by the statute of limitations. On February 25, 2010, Mecklenburg County filed a notice of appeal with the U.S. Court of Appeals for the Fourth Circuit. The Company intends to defend against this lawsuit vigorously.

39

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Certain Patent Litigation

       On September 1, 2006, Ronald A. Katz Technology Licensing, L.P. (“Katz”) filed a complaint in the U.S. District Court for the District of Delaware alleging that TWC and several other cable operators, among other defendants, infringe 18 patents purportedly relating to the Company’s customer call center operations and/or voicemail services. The plaintiff is seeking unspecified monetary damages as well as injunctive relief. On March 20, 2007, this case, together with other lawsuits filed by Katz, was made subject to a Multidistrict Litigation (“MDL”) Order transferring the case for pretrial proceedings to the U.S. District Court for the Central District of California. In April 2008, TWC and other defendants filed “common” motions for summary judgment, which argued, among other things, that a number of claims in the patents at issue are invalid under Sections 112 and 103 of the Patent Act. On June 19 and August 4, 2008, the court issued orders granting, in part, and denying, in part, those motions. Defendants filed additional individual motions for summary judgment in August 2008, which argued, among other things, that defendants’ respective products do not infringe the surviving claims in plaintiff’s patents. On August 13, 2009, the district court found one additional patent invalid, but denied defendants’ motions for summary judgment on three remaining patents, and on October 27, 2009, the district court denied the defendants’ requests for reconsideration of the decision. On January 29, 2010, the district court found one of the three remaining patents invalid based on a motion for summary judgment brought by another defendant. The Company intends to defend against this lawsuit vigorously.

       On June 1, 2006, Rembrandt Technologies, LP (“Rembrandt”) filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company and a number of other cable operators infringed several patents purportedly related to a variety of technologies, including high-speed data and IP-based telephony services. In addition, on September 13, 2006, Rembrandt filed a complaint in the U.S. District Court for the Eastern District of Texas alleging that the Company infringes several patents purportedly related to “high-speed cable modem internet products and services.” On June 18, 2007, these cases, along with other lawsuits filed by Rembrandt, were made subject to an MDL Order transferring the case for pretrial proceedings to the U.S. District Court for the District of Delaware. In November 2008, the district court issued its claims construction orders. In response to these orders, the plaintiff has indicated it will dismiss its claims relating to the alleged infringement of eight patents purportedly relating to high-speed data and IP-based telephony services. The plaintiff has not indicated that it will dismiss its claim relating to one remaining patent alleged to relate to digital video decoder technology. Summary judgment motions are pending relating to the remaining claim. The Company intends to defend against the remaining claim vigorously.

       On April 26, 2005, Acacia Media Technologies (“AMT”) filed suit against TWC in the U.S. District Court for the Southern District of New York alleging that TWC infringes several patents held by AMT. AMT has publicly taken the position that delivery of broadcast video (except live programming such as sporting events), pay-per-view, VOD and ad insertion services over cable systems infringe its patents. AMT has brought similar actions regarding the same patents against numerous other entities, and all of the previously pending litigations have been made the subject of an MDL Order consolidating the actions for pretrial activity in the U.S. District Court for the Northern District of California. On October 25, 2005, the TWC action was consolidated into the MDL proceedings. The plaintiff is seeking unspecified monetary damages as well as injunctive relief. On September 25, 2009, the district court ruled on the Company’s summary judgment motions finding all AMT patents invalid and, on February 2, 2010, AMT appealed this decision. On October 5, 2010, the U.S. Court of Appeals for the Federal Circuit affirmed the district court’s decision. The time to appeal this decision has not yet expired. If the decision is appealed, the Company will defend against this lawsuit vigorously.

       From time to time, the Company receives notices from third parties claiming that it infringes their intellectual property rights. Claims of intellectual property infringement could require TWC to enter into royalty or licensing agreements on unfavorable terms, incur substantial monetary liability or be enjoined preliminarily or permanently from further use of the intellectual property in question. In addition, certain agreements entered may require the Company to indemnify the other party for certain third-party intellectual property infringement claims, which could increase the Company’s damages and its costs of defending against such claims. Even if the claims are without merit, defending against the claims can be time consuming and costly.

40

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       As part of the restructuring of TWE, Time Warner agreed to indemnify the Company from and against any and all liabilities relating to, arising out of or resulting from specified litigation matters brought against the TWE non-cable businesses. Although Time Warner has agreed to indemnify the Company against such liabilities, TWE remains a named party in certain litigation matters.

       The costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against the Company relating to intellectual property rights and intellectual property licenses, could have a material adverse effect on the Company’s business, financial condition and operating results.

12.  ADDITIONAL FINANCIAL INFORMATION

Other Cash Flow Information

       Additional financial information with respect to cash (payments) and receipts for the nine months ended September 30, 2010 and 2009 is as follows (in millions):

	Nine Months Ended
	September 30,
	2010			2009
Cash paid for interest	$	(1,149	)	$	(916	)
Interest income received(a)		81			7
Cash paid for interest, net	$	(1,068	)	$	(909	)
Cash paid for income taxes	$	(450	)	$	(79	)
Cash refunds of income taxes		90			52
Cash paid for income taxes, net	$	(360	)	$	(27	)

^(a) Interest income received includes amounts received under interest rate swap contracts.

Related Party Transactions

       Income (expense) resulting from transactions with related parties for the three and nine months ended September 30, 2010 and 2009 is as follows (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Revenues(a)	$	5		$	4		$	12		$	13
Costs of revenues(a)(b)		(62	)		(57	)		(200	)		(356	)
Selling, general and administrative(a)		—			—			—			(3	)

(a)	Amounts for the nine months ended September 30, 2009 include transactions with Time Warner and its affiliates through March 12, 2009, the date of the Separation.
(b)	Costs of revenues primarily include programming services provided by equity-method investees (e.g., iNDemand LLC).

41

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Interest Expense, Net

       Interest expense, net, for the three and nine months ended September 30, 2010 and 2009 consists of (in millions):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Interest income	$	1		$	1		$	1		$	5
Interest expense		(347	)		(349	)		(1,035	)		(979	)
Interest expense, net	$	(346	)	$	(348	)	$	(1,034	)	$	(974	)

Other Current Assets

       Other current assets as of September 30, 2010 and December 31, 2009 consists of (in millions):

	September 30,		December 31,
	2010		2009
Prepaid income taxes	$	247	$	103
Other prepaid expenses		147		96
Other current assets		15		53
Total other current assets	$	409	$	252

Other Current Liabilities

       Other current liabilities as of September 30, 2010 and December 31, 2009 consists of (in millions):

	September 30,		December 31,
	2010		2009
Accrued interest	$	436	$	469
Accrued compensation and benefits		329		327
Accrued franchise fees		155		166
Accrued insurance		154		142
Accrued sales and other taxes		95		116
Accrued marketing support		33		53
Other accrued expenses		302		299
Total other current liabilities	$	1,504	$	1,572

13.  CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

       TWE and TW NY (the “Guarantor Subsidiaries”) are subsidiaries of Time Warner Cable Inc. (the “Parent Company”). The Guarantor Subsidiaries have fully and unconditionally, jointly and severally, directly or indirectly, guaranteed the debt issued by the Parent Company in its 2007 registered exchange offer and its 2008 and 2009 public offerings. The Parent Company owns all of the voting interests, directly or indirectly, of both TWE and TW NY.

       The Securities and Exchange Commission’s rules require that condensed consolidating financial information be provided for subsidiaries that have guaranteed debt of a registrant issued in a public offering, where each such guarantee is full and unconditional and where the voting interests of the subsidiaries are wholly owned by the registrant. Set forth below are condensed consolidating financial statements presenting the financial position, results of operations, and cash flows of (i) the Parent Company, (ii) the Guarantor Subsidiaries on a combined basis (as such guarantees are joint and several), (iii) the direct and indirect non-guarantor subsidiaries of the Parent Company (the “Non-Guarantor Subsidiaries”) on a combined basis and (iv) the eliminations necessary to arrive at the information for Time Warner Cable Inc. on a consolidated basis.

42

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

       There are no legal or regulatory restrictions on the Parent Company’s ability to obtain funds from any of its subsidiaries through dividends, loans or advances.

       These condensed consolidating financial statements should be read in conjunction with the consolidated financial statements of Time Warner Cable Inc.

Basis of Presentation

       In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Parent Company’s interests in the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, (ii) the Guarantor Subsidiaries’ interests in the Non-Guarantor Subsidiaries and (iii) the Non-Guarantor Subsidiaries interests in the Guarantor Subsidiaries, where applicable, even though all such subsidiaries meet the requirements to be consolidated under U.S. generally accepted accounting principles. All intercompany balances and transactions between the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.”

       The accounting bases in all subsidiaries, including goodwill and identified intangible assets, have been allocated to the applicable subsidiaries.

       Prior to March 12, 2009, Time Warner Cable Inc. was not a separate taxable entity for U.S. federal and various state income tax purposes and its results were included in the consolidated U.S. federal and certain state income tax returns of Time Warner Inc. In the condensed consolidating financial statements, income tax provision has been presented based on each subsidiary’s legal entity basis. Deferred taxes of the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries have been presented based upon the temporary differences between the carrying amounts of the respective assets and liabilities of the applicable entities.

       Certain administrative costs incurred by the Parent Company, the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries are allocated to the various entities based on the relative number of video subscribers at each entity.

       Effective January 1, 2010, the Company prospectively modified its intercompany transfer pricing agreement for certain services. While this modification did not materially impact net income of either the Guarantor Subsidiaries or the Non-Guarantor Subsidiaries, it did increase revenues and associated expenses (including expenses reported as intercompany royalties) for the Non-Guarantor Subsidiaries and reduced revenues and associated expenses for the Guarantor Subsidiaries.

       Prior to October 1, 2009, interest income (expense), net, was determined based on third-party debt and the relevant intercompany amounts within the respective legal entity. Beginning October 1, 2009, the Parent Company began to allocate interest expense to certain subsidiaries based on each subsidiary’s contribution to revenues. This allocation serves to reduce the Parent Company’s interest expense and increase the interest expense of both the Guarantor Subsidiaries and Non-Guarantor Subsidiaries.

43

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Balance Sheet
September 30, 2010

					Non-
	Parent		Guarantor		Guarantor						TWC
	Company		Subsidiaries		Subsidiaries			Eliminations			Consolidated
					(in millions)
ASSETS
Current assets:
Cash and equivalents	$	1,113	$	15	$	—		$	—		$	1,128
Receivables, net		30		183		460			—			673
Receivables from affiliated parties		17		11		43			(71	)		—
Deferred income tax assets		133		82		68			(150	)		133
Other current assets		258		60		91			—			409
Total current assets		1,551		351		662			(221	)		2,343
Investments in and amounts due from consolidated subsidiaries		41,387		22,349		11,270			(75,006	)		—
Investments		18		6		881			—			905
Property, plant and equipment, net		16		3,705		9,945			—			13,666
Intangible assets subject to amortization, net		—		10		129			—			139
Intangible assets not subject to amortization		—		6,216		17,876			—			24,092
Goodwill		4		3		2,083			—			2,090
Other assets		405		20		26			—			451
Total assets	$	43,381	$	32,660	$	42,872		$	(75,227	)	$	43,686
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	150	$	192		$	—		$	342
Deferred revenue and subscriber-related liabilities		—		62		101			—			163
Payables to affiliated parties		11		43		17			(71	)		—
Accrued programming expense		—		742		45			—			787
Other current liabilities		473		500		531			—			1,504
Total current liabilities		484		1,497		886			(71	)		2,796
Long-term debt		18,605		2,709		—			—			21,314
Mandatorily redeemable preferred equity		—		1,928		300			(1,928	)		300
Deferred income tax liabilities, net		9,380		4,727		4,631			(9,356	)		9,382
Long-term payables to affiliated parties		5,356		615		8,703			(14,674	)		—
Other liabilities		131		110		220			—			461
TWC shareholders’ equity:
Due to (from) TWC and subsidiaries		—		7		(571	)		564			—
Other TWC shareholders’ equity		9,425		17,166		28,703			(45,869	)		9,425
Total TWC shareholders’ equity		9,425		17,173		28,132			(45,305	)		9,425
Noncontrolling interests		—		3,901		—			(3,893	)		8
Total equity		9,425		21,074		28,132			(49,198	)		9,433
Total liabilities and equity	$	43,381	$	32,660	$	42,872		$	(75,227	)	$	43,686

44

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Balance Sheet
December 31, 2009

					Non-
	Parent		Guarantor		Guarantor					TWC
	Company		Subsidiaries		Subsidiaries		Eliminations			Consolidated
					(in millions)
ASSETS
Current assets:
Cash and equivalents	$	1,048	$	—	$	—	$	—		$	1,048
Receivables, net		26		211		426		—			663
Receivables from affiliated parties		20		8		215		(243	)		—
Deferred income tax assets		139		107		89		(196	)		139
Other current assets		153		50		49		—			252
Total current assets		1,386		376		779		(439	)		2,102
Investments in and amounts due from consolidated subsidiaries		40,951		20,774		10,593		(72,318	)		—
Investments		19		5		951		—			975
Property, plant and equipment, net		17		3,948		9,954		—			13,919
Intangible assets subject to amortization, net		—		5		269		—			274
Intangible assets not subject to amortization		—		6,216		17,876		—			24,092
Goodwill		4		3		2,104		—			2,111
Other assets		180		9		32		—			221
Total assets	$	42,557	$	31,336	$	42,558	$	(72,757	)	$	43,694
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	—	$	176	$	302	$	—		$	478
Deferred revenue and subscriber-related liabilities		—		45		125		—			170
Payables to affiliated parties		8		215		20		(243	)		—
Accrued programming expense		—		697		41		—			738
Other current liabilities		464		545		563		—			1,572
Total current liabilities		472		1,678		1,051		(243	)		2,958
Long-term debt		19,617		2,714		—		—			22,331
Mandatorily redeemable preferred equity		—		1,928		300		(1,928	)		300
Deferred income tax liabilities, net		8,955		4,428		4,360		(8,786	)		8,957
Long-term payables to affiliated parties		4,640		512		8,704		(13,856	)		—
Other liabilities		188		108		163		—			459
TWC shareholders’ equity:
Due to TWC and subsidiaries		—		7		571		(578	)		—
Other TWC shareholders’ equity		8,685		16,315		27,409		(43,724	)		8,685
Total TWC shareholders’ equity		8,685		16,322		27,980		(44,302	)		8,685
Noncontrolling interests		—		3,646		—		(3,642	)		4
Total equity		8,685		19,968		27,980		(47,944	)		8,689
Total liabilities and equity	$	42,557	$	31,336	$	42,558	$	(72,757	)	$	43,694

45

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Operations
Three Months Ended September 30, 2010

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	—		$	745		$	3,989		$	—		$	4,734
Costs of revenues		—			428			1,811			—			2,239
Selling, general and administrative		—			41			740			—			781
Depreciation		—			187			558			—			745
Amortization		—			—			29			—			29
Intercompany royalties		—			(91	)		91			—			—
Restructuring costs		—			7			6			—			13
Total costs and expenses		—			572			3,235			—			3,807
Operating Income		—			173			754			—			927
Equity in pretax income of consolidated subsidiaries		620			459			47			(1,126	)		—
Interest expense, net		(68	)		(125	)		(153	)		—			(346	)
Other income (expense), net		1			2			(28	)		—			(25	)
Income before income taxes		553			509			620			(1,126	)		556
Income tax provision		(193	)		(191	)		(160	)		351			(193	)
Net income		360			318			460			(775	)		363
Less: Net income attributable TWC noncontrolling interests		—			(23	)		—			20			(3	)
Net income attributable to TWC shareholders	$	360		$	295		$	460		$	(755	)	$	360
Consolidating Statement of Operations Three Months Ended September 30, 2009
							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	—		$	976		$	3,573		$	(51	)	$	4,498
Costs of revenues		—			512			1,702			(51	)		2,163
Selling, general and administrative		—			96			620			—			716
Depreciation		1			187			525			—			713
Amortization		—			1			63			—			64
Restructuring costs		—			4			10			—			14
Total costs and expenses		1			800			2,920			(51	)		3,670
Operating Income (Loss)		(1	)		176			653			—			828
Equity in pretax income of consolidated subsidiaries		735			487			62			(1,284	)		—
Interest income (expense), net		(273	)		(110	)		35			—			(348	)
Other expense, net		—			(4	)		(15	)		—			(19	)
Income before income taxes		461			549			735			(1,284	)		461
Income tax provision		(193	)		(218	)		(214	)		432			(193	)
Net income		268			331			521			(852	)		268
Less: Net income attributable to noncontrolling interests		—			(28	)		—			28			—
Net income attributable to TWC shareholders	$	268		$	303		$	521		$	(824	)	$	268

46

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Operations
Nine Months Ended September 30, 2010

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	—		$	2,245		$	11,822		$	—		$	14,067
Costs of revenues		—			1,255			5,402			—			6,657
Selling, general and administrative		—			129			2,149			—			2,278
Depreciation		—			568			1,669			—			2,237
Amortization		—			—			156			—			156
Intercompany royalties		—			(262	)		262			—			—
Restructuring costs		—			26			18			—			44
Total costs and expenses		—			1,716			9,656			—			11,372
Operating Income		—			529			2,166			—			2,695
Equity in pretax income of consolidated subsidiaries		1,853			1,266			162			(3,281	)		—
Interest expense, net		(256	)		(366	)		(412	)		—			(1,034	)
Other income (expense), net		1			4			(63	)		—			(58	)
Income before income taxes		1,598			1,433			1,853			(3,281	)		1,603
Income tax provision		(682	)		(580	)		(530	)		1,109			(683	)
Net income		916			853			1,323			(2,172	)		920
Less: Net income attributable to TWC noncontrolling interests		—			(75	)		—			71			(4	)
Net income attributable to TWC shareholders	$	916		$	778		$	1,323		$	(2,101	)	$	916

Consolidating Statement of Operations
Nine Months Ended September 30, 2009

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	—		$	2,889		$	10,599		$	(152	)	$	13,336
Costs of revenues		—			1,575			5,000			(152	)		6,423
Selling, general and administrative		—			290			1,847			—			2,137
Depreciation		1			550			1,554			—			2,105
Amortization		—			1			182			—			183
Restructuring costs		—			27			37			—			64
Gain on sale of cable systems		—			—			(2	)		—			(2	)
Total costs and expenses		1			2,443			8,618			(152	)		10,910
Operating Income (Loss)		(1	)		446			1,981			—			2,426
Equity in pretax income of consolidated subsidiaries		2,127			1,453			69			(3,649	)		—
Interest income (expense), net		(757	)		(327	)		110			—			(974	)
Other expense, net		(35	)		(15	)		(33	)		—			(83	)
Income before income taxes		1,334			1,557			2,127			(3,649	)		1,369
Income tax provision		(586	)		(624	)		(615	)		1,225			(600	)
Net income		748			933			1,512			(2,424	)		769
Less: Net income attributable to noncontrolling interests		—			(48	)		—			27			(21	)
Net income attributable to TWC shareholders	$	748		$	885		$	1,512		$	(2,397	)	$	748

47

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2010

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Cash provided (used) by operating activities	$	(570	)	$	434		$	3,471		$	439		$	3,774
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions received		35			(722	)		(82	)		824			55
Capital expenditures		—			(390	)		(1,758	)		—			(2,148	)
Other investing activities		—			1			6			—			7
Cash provided (used) by investing activities		35			(1,111	)		(1,834	)		824			(2,086	)
FINANCING ACTIVITIES
Borrowings (repayments), net		(545	)		108			—			(824	)		(1,261	)
Repayments		—			(8	)		—			—			(8	)
Proceeds from exercise of stock options		86			—			—			—			86
Dividends paid		(432	)		—			—			—			(432	)
Net change in investments in and amounts due to and from consolidated subsidiaries		1,498			580			(1,640	)		(438	)		—
Other financing activities		(7	)		12			3			(1	)		7
Cash provided (used) by financing activities		600			692			(1,637	)		(1,263	)		(1,608	)
Increase in cash and equivalents		65			15			—			—			80
Cash and equivalents at beginning of period		1,048			—			—			—			1,048
Cash and equivalents at end of period	$	1,113		$	15		$	—		$	—		$	1,128

48

TIME WARNER CABLE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Unaudited)

Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2009

							Non-
	Parent			Guarantor			Guarantor						TWC
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Cash provided by operating activities	$	278		$	462			2,654		$	411		$	3,805
INVESTING ACTIVITIES
Acquisitions and investments, net of cash acquired and distributions received		55			(4,569	)		83			4,437			6
Capital expenditures		(11	)		(652	)		(1,624	)		—			(2,287	)
Other investing activities		—			5			4			—			9
Cash provided (used) by investing activities		44			(5,216	)		(1,537	)		4,437			(2,272	)
FINANCING ACTIVITIES
Borrowings (repayments), net		1,673			(131	)		—			673			2,215
Borrowings		10,071			—			—			—			10,071
Repayments		(7,877	)		—			—			—			(7,877	)
Debt issuance costs		(26	)		—			—			—			(26	)
Proceeds from exercise of stock options		2			—			—			—			2
Net change in investments in and amounts due to and from consolidated subsidiaries		1,802			(315	)		(1,117	)		(370	)		—
Payment of special cash dividend		(10,856	)		—			—			—			(10,856	)
Other financing activities		—			(4	)		—			(1	)		(5	)
Cash used by financing activities		(5,211	)		(450	)		(1,117	)		302			(6,476	)
Decrease in cash and equivalents		(4,889	)		(5,204	)		—			5,150			(4,943	)
Cash and equivalents at beginning of period		5,395			5,204			—			(5,150	)		5,449
Cash and equivalents at end of period	$	506		$	—		$	—		$	—		$	506

49

Part II. Other Information

Item 1. Legal Proceedings.

       TWC is the defendant in In re: Set-Top Cable Television Box Antitrust Litigation, ten purported class actions filed in federal district courts throughout the United States. These actions are subject to a Multidistrict Litigation Order transferring the cases for pre-trial purposes to the U.S. District Court for the Southern District of New York. On May 10, 2010, the plaintiffs filed a second amended consolidated class action complaint (the “Second Amended Complaint”), alleging that TWC violated Section 1 of the Sherman Antitrust Act, various state antitrust laws and state unfair/deceptive trade practices statutes by tying the sales of premium cable television services to the leasing of set-top converters boxes. The plaintiffs are seeking, among other things, unspecified treble monetary damages and an injunction to cease such alleged practices. On September 30, 2010, the Company filed a motion to dismiss the Second Amended Complaint. The Company intends to defend against this lawsuit vigorously.

       On November 14, 2008, the plaintiffs in Mark Swinegar, et al. v. Time Warner Cable Inc., filed a second amended complaint in the Los Angeles County Superior Court, as a purported class action, alleging that TWC provided to and charged plaintiffs for equipment that they had not affirmatively requested in violation of the proscription in the Cable Consumer Protection and Competition Act of 1992 (the “Cable Act”) against “negative option billing” and that such violation was an unlawful act or practice under California’s Unfair Competition Law (the “UCL”). Plaintiffs are seeking restitution under the UCL and attorneys’ fees. On February 23, 2009, the court denied TWC’s motion to dismiss the second amended complaint, and on July 29, 2010, the court denied the Company’s motion for summary judgment. A class certification hearing is scheduled for February 14, 2011. On October 7, 2010, the Company filed a petition for a declaratory ruling with the Federal Communications Commission (the “FCC”) requesting that the FCC determine whether the Company’s general ordering process complies with the Cable Act’s “negative option billing” restriction. On October 20, 2010, the FCC requested public comment on this matter. The Company intends to defend against this lawsuit vigorously.

       Reference is made to the lawsuit filed by Acacia Media Technologies described on page 24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”). On October 5, 2010, the U.S. Court of Appeals for the Federal Circuit affirmed the district court’s decision. The time to appeal this decision has not yet expired. The Company intends to defend against this lawsuit vigorously.

Item 1A. Risk Factors.

       There have been no material changes in the Company’s risk factors from those disclosed in Part I, Item 1A of the 2009 Form 10-K.

Item 5. Other Information.

       On November 3, 2010, the Company entered into a $4.0 billion senior unsecured revolving credit facility, among the Company, as borrower, the lenders party thereto, Bank of America, N.A., as Administrative Agent, BNP Paribas, Citibank, N.A., Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD., The Bank of Tokyo-Mitsubishi UFJ, LTD. and The Royal Bank of Scotland plc, as Co-Documentation Agents, with a maturity date of November 2013 (the “$4.0 billion Revolving Credit Facility”). The Company’s obligations under the $4.0 billion Revolving Credit Facility are guaranteed by its subsidiaries, Time Warner Entertainment Company, L.P. and TW NY Cable Holding Inc. The $4.0 billion Revolving Credit Facility contains conditions, covenants, representations and warranties and events of default (with customary grace periods, as applicable) substantially similar to the conditions, covenants, representations and warranties and events of default in the Company’s $5.875 billion senior unsecured five-year revolving credit facility (the “$5.875 billion Revolving Credit Facility”). For more information about the terms of the $4.0 billion Revolving Credit Facility, see “Management’s Discussion and Analysis of Results of Operations and Financial Condition—Recent Developments—$4.0 Billion Revolving Credit Facility.”

       In connection with the Company’s entry into the $4.0 billion Revolving Credit Facility, the $5.875 billion Revolving Credit Facility was terminated.

50

Item 6. Exhibits.

       The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference as a part of this report and such Exhibit Index is incorporated herein by reference.

51

SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TIME WARNER CABLE INC.
By:	/s/ Robert D. Marcus
	Name:	Robert D. Marcus
	Title:	Senior Executive Vice President and Chief Financial Officer

Date: November 4, 2010

52

EXHIBIT INDEX

Pursuant to Item 601 of Regulation S-K

Exhibit
Number	Description
4	$4.0 Billion Three-Year Revolving Credit Agreement, dated as of November 3, 2010, among Time Warner Cable Inc., as Borrower, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, BNP Paribas, Citibank, N.A., Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD., The Bank of Tokyo-Mitsubishi UFJ, LTD. and The Royal Bank of Scotland plc, as Co-Documentation Agents, with associated Guarantees.
12	Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements.
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.
32	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010.†
101	The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed with the SEC on November 4, 2010, formatted in eXtensible Business Reporting Language:
	(i) Consolidated Balance Sheet as of September 30, 2010 and December 31, 2009, (ii) Consolidated Statement of Operations for the three and nine months ended September 30, 2010 and 2009, (iii) Consolidated Statement of Cash Flows for the nine months ended September 30, 2010 and 2009, (iv) Consolidated Statement of Equity for the nine months ended September 30, 2010 and 2009 and (v) Notes to Consolidated Financial Statements. †

† This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such exhibit will not be deemed to be incorporated by reference into any filing under the Securities Act or Securities Exchange Act, except to the extent that the Company specifically incorporates it by reference.

53

EX-4

Exhibit 4

CREDIT AGREEMENT

Dated as of November 3, 2010

among

TIME WARNER CABLE INC.,
as Borrower

The Lenders Party Hereto,

BANK OF AMERICA, N.A.,
as Administrative Agent,

BNP PARIBAS, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Co-Syndication Agents,

and

BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A.,
MIZUHO CORPORATE BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
and
THE ROYAL BANK OF SCOTLAND PLC,
as Co-Documentation Agents

$4,000,000,000 THREE-YEAR REVOLVING CREDIT FACILITY

BARCLAYS BANK PLC,
BNP PARIBAS SECURITIES CORP., CITIGROUP GLOBAL MARKETS INC.,
DEUTSCHE BANK SECURITIES INC., JPMORGAN SECURITIES LLC,
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
MIZUHO CORPORATE BANK, LTD., RBS SECURITIES INC.,
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
and
WELLS FARGO SECURITIES, LLC,
as Joint-Lead Arrangers and Joint Bookrunners

TABLE OF CONTENTS

	Page
ARTICLE I Definitions		1
SECTION 1.01 Defined Terms		1
SECTION 1.02 Classification of Loans and Borrowings		21
SECTION 1.03 Terms Generally		21
SECTION 1.04 Accounting Terms; GAAP		22
SECTION 1.05 Letter of Credit Amounts		22
ARTICLE II THE CREDITS		23
SECTION 2.01 Commitments		23
SECTION 2.02 Loans and Borrowings		23
SECTION 2.03 Requests for Revolving Borrowings		23
SECTION 2.04 Swingline Loans		24
SECTION 2.05 Letters of Credit		25
SECTION 2.06 Funding of Borrowings		30
SECTION 2.07 Interest Elections		30
SECTION 2.08 Termination and Reduction of Commitments		31
SECTION 2.09 Repayment of Loans; Evidence of Debt		32
SECTION 2.10 Prepayment of Loans		33
SECTION 2.11 Fees		33
SECTION 2.12 Interest		34
SECTION 2.13 Alternate Rate of Interest		35
SECTION 2.14 Increased Costs		36
SECTION 2.15 Break Funding Payments		37
SECTION 2.16 Taxes		38
SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs		39
SECTION 2.18 Mitigation Obligations; Replacement of Lenders		41
SECTION 2.19 Cash Collateral		42
SECTION 2.20 Defaulting Lenders		43
ARTICLE III REPRESENTATIONS AND WARRANTIES		45
SECTION 3.01 Organization; Powers		45
SECTION 3.02 Authorization; Enforceability		45
SECTION 3.03 Governmental Approvals; No Conflicts		45
SECTION 3.04 Financial Condition; No Material Adverse Change		46
SECTION 3.05 Properties		46
SECTION 3.06 Litigation and Environmental Matters		46
SECTION 3.07 Compliance with Laws and Agreements		47
SECTION 3.08 Government Regulation		47
SECTION 3.09 Taxes		47
SECTION 3.10 ERISA		47

i

	Page
SECTION 3.11 Disclosure		47
ARTICLE IV CONDITIONS		48
SECTION 4.01 Effective Date		48
SECTION 4.02 Each Credit Event		49
ARTICLE V AFFIRMATIVE COVENANTS		49
SECTION 5.01 Financial Statements and Other Information		50
SECTION 5.02 Notices of Material Events		52
SECTION 5.03 Existence; Conduct of Business		52
SECTION 5.04 Payment of Obligations		52
SECTION 5.05 Maintenance of Properties; Insurance		53
SECTION 5.06 Books and Records; Inspection Rights		53
SECTION 5.07 Compliance with Laws		53
SECTION 5.08 Use of Proceeds		53
SECTION 5.09 Fiscal Periods; Accounting		53
ARTICLE VI NEGATIVE COVENANTS		53
SECTION 6.01 Consolidated Leverage Ratio		54
SECTION 6.02 Indebtedness		54
SECTION 6.03 Liens		54
SECTION 6.04 Mergers, Etc		56
SECTION 6.05 Investments		56
SECTION 6.06 Restricted Payments		56
SECTION 6.07 Transactions with Affiliates		57
SECTION 6.08 Unrestricted Subsidiaries		57
ARTICLE VII EVENTS OF DEFAULT		57
ARTICLE VIII THE AGENTS		60
ARTICLE IX MISCELLANEOUS		63
SECTION 9.01 Notices		63
SECTION 9.02 Waivers; Amendments		64
SECTION 9.03 Expenses; Indemnity; Damage Waiver		66
SECTION 9.04 Successors and Assigns		67
SECTION 9.05 Survival		70
SECTION 9.06 Counterparts; Integration; Effectiveness		71
SECTION 9.07 Severability		71
SECTION 9.08 Right of Setoff		71
SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process		71
SECTION 9.10 WAIVER OF JURY TRIAL		72

ii

	Page
SECTION 9.11 Headings		72
SECTION 9.12 Confidentiality		72
SECTION 9.13 Acknowledgements		73
SECTION 9.14 Guarantee		73
SECTION 9.15 No Advisory or Fiduciary Responsibility		73
SECTION 9.16 USA Patriot Act		74

SCHEDULES:

Schedule 2.01	Commitments
Schedule 2.03(A)	Borrowing Notice/Interest Election Notice/Prepayment Notice
Schedule 2.03(B)	Authorized Account Numbers & Locations
Schedule 6.08	Unrestricted Subsidiaries
Schedule 8	List of Proper Persons
EXHIBITS:
Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Guarantee

iii

          THREE-YEAR CREDIT AGREEMENT (as further amended, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 3, 2010, among TIME WARNER CABLE INC., a Delaware corporation (together with any replacement or successor entity pursuant to Section 6.04, the “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (the “Lenders”), BNP PARIBAS, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MIZUHO CORPORATE BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”), and BANK OF AMERICA, N.A., as administrative agent.

W I T N E S S E T H:

          WHEREAS, the Borrower has requested the Lenders to make loans and other extensions of credit to it in an aggregate amount at any time outstanding of up to $4,000,000,000 as more particularly described herein;

          WHEREAS, the Lenders are willing to make such loans and other extensions of credit on the terms and conditions contained herein;

          NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

          SECTION 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

          “ABR” when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Alternate Base Rate.

          “Adjusted Financial Statements” means, for any period, (a) the balance sheet of the Borrower and the Restricted Subsidiaries (treating Unrestricted Subsidiaries as equity investments of the Borrower to the extent that such Unrestricted Subsidiaries would not otherwise be treated as equity investments of the Borrower in accordance with GAAP) as of the end of such period and (b) the related statements of operations and stockholders equity for such period and, if such period is not a fiscal year, for the then elapsed portion of the fiscal year (treating Unrestricted Subsidiaries as equity investments of the Borrower to the extent that such Unrestricted Subsidiaries would not otherwise be treated as equity investments of the Borrower in accordance with GAAP).

          “Adjusted LIBO Rate” means with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next Basis

2

Point) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

          “Administrative Agent” means Bank of America, N.A., together with its affiliates, as an arranger of the Commitments and as administrative agent for the Lenders hereunder, together with any of its successors pursuant to Article VIII.

          “Administrative Questionnaire” means, with respect to each Lender, an Administrative Questionnaire in a form supplied by the Administrative Agent.

          “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, that two or more Persons shall not be deemed Affiliates because an individual is a director and/or officer of each such Person; and provided, that The Royal Bank of Scotland N.V. (f/k/a ABN AMRO BANK N.V.) shall be an Affiliate of The Royal Bank of Scotland plc for all purposes hereunder.

          “Agents” means the Co-Syndication Agents, the Co-Documentation Agents and the Administrative Agent.

          “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

          “Applicable Percentage” means, with respect to any Lender, the percentage of the sum of the total Commitments which is represented by such Lender’s Commitment (subject to adjustment as provided in Section 2.20). If all the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

          “Applicable Rate” means, for any day, with respect to the Facility Fee payable hereunder the applicable rate per annum set forth below expressed in Basis Points under the caption “Facility Fee” based upon the senior unsecured long-term debt credit rating (or an equivalent thereof) (in each case, a “Rating”) assigned by Moody’s and S&P, respectively, applicable on such date to the senior unsecured long-term debt of the Borrower, and with respect to any Eurodollar Loan or ABR Loan, the applicable rate per annum set forth below expressed in Basis Points under the caption “Applicable Margin — Eurodollar Loans” or “Applicable Margin — ABR Loans”, as applicable, based upon the Rating assigned by Moody’s and S&P, respectively:

Ratings S&P /		Applicable Margin -	Applicable Margin -
Moody’s	Facility Fee	Eurodollar Loans	ABR Loans
Category A A- / A3 or Higher	17.5	82.5	0.0
Category B BBB+ / Baa1	20.0	105.0	5.0

3

Ratings S&P /		Applicable Margin -	Applicable Margin -
Moody’s	Facility Fee	Eurodollar Loans	ABR Loans
Category C BBB / Baa2	25.0	125.0	25.0
Category D BBB- / Baa3	37.5	137.5	37.5
Category E Lower than BBB- / Baa3	50.0	150.0	50.0

          For purposes of determining the Applicable Rate (A) if either Moody’s or S&P shall not have in effect a relevant Rating (other than by reason of the circumstances referred to in clause (C) of this definition), then the Rating assigned by the other rating agency shall be used; (B) if the relevant Ratings assigned by Moody’s and S&P shall fall within different Categories, the Applicable Rate shall be based on the higher of the two Ratings unless one of the two Ratings is two or more Categories lower than the other, in which case the Applicable Rate shall be determined by reference to the Category next below that of the higher of the two ratings; (C) if either rating agency shall cease to assign a relevant Rating solely because the Borrower elects not to participate or otherwise cooperate in the ratings process of such rating agency, the Applicable Rate shall not be less than that in effect immediately before such rating agency’s Rating became unavailable; and (D) if the relevant Ratings assigned by Moody’s or S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Rate shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of rating corporate debt obligations, or if the Borrower desires to replace either Moody’s or S&P with Fitch Ratings or another rating agency, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency, and, pending the effectiveness of any such amendment, the Applicable Rate shall be determined by reference to the rating most recently in effect prior to such change or cessation.

          “Arrangers” means, collectively, Barclays Bank PLC; BNP Paribas Securities Corp.; Citigroup Global Markets Inc.; Deutsche Bank Securities Inc.; JPMorgan Securities LLC; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Mizuho Corporate Bank, Ltd.; RBS Securities Inc.; The Bank of Tokyo-Mitsubishi UFJ, Ltd.; and Wells Fargo Securities, LLC.

          “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in substantially the form of Exhibit A.

          “Availability Period” means the period from and including the Effective Date to but excluding the Commitment Termination Date.

          “Basis Point” means 1/100th of 1%.

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          “Board” means the Board of Governors of the Federal Reserve System of the United States.

          “Borrower” has the meaning set forth in the preamble hereto.

          “Borrower Materials” has the meaning set forth in Section 5.01.

          “Borrowing” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

          “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

          “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business Day” shall mean any such day that is also a London Banking Day.

          “Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

          “Capital Stock” means, with respect to any Person, any and all shares, partnership interests or other equivalents (however designated and whether voting or non-voting) of such Person’s equity, whether outstanding on the date hereof or hereafter issued, and any and all equivalent ownership interests in a Person (other than a corporation) and any and all rights, warrants or options to purchase or acquire or exchangeable for or convertible into such shares, partnership interests or other equivalents.

          “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, Issuing Bank or Swingline Lender (as applicable) and the Lenders, as collateral for LC Exposure, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), (a) cash or deposit account balances, (b) letters of credit in form and substance, and from a letter of credit issuer, reasonably satisfactory to the Issuing Bank or Swingline Lender benefitting from such letter of credit, or (c) if the Issuing Bank or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (i) the Administrative Agent and (ii) the Issuing Bank or the Swingline Lender (as applicable). “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

          “Cash Equivalents” means (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith

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and credit of the United States is pledged in support thereof) that (i) have maturities of not more than six months from the date of acquisition thereof or (ii) are subject to a repurchase agreement with an institution described in clause (b)(i) or (ii) below exercisable within six months from the date of acquisition thereof, (b) U.S. Dollar-denominated and Eurodollar time deposits, certificates of deposit and bankers’ acceptances of (i) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (ii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof, from Moody’s is at least P-2 or the equivalent thereof or from Fitch is at least F-2 or the equivalent thereof (any such bank, an “Approved Lender”), in each case with maturities of not more than six months from the date of acquisition thereof, (c) commercial paper and variable and fixed rate notes issued by any Lender or Approved Lender or by the parent company of any Lender or Approved Lender and commercial paper, auction rate notes and variable rate notes issued by, or guaranteed by, any industrial or financial company with a short-term commercial paper rating of at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s or at least F-2 or the equivalent thereof by Fitch, and in each case maturing within six months after the date of acquisition thereof, (d) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by Moody’s, (e) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition, (f) tax-exempt commercial paper of U.S. municipal, state or local governments rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s or at least F-2 or the equivalent thereof by Fitch and maturing within six months after the date of acquisition thereof, (g) shares of money market mutual or similar funds sponsored by any registered broker dealer or mutual fund distributor, (h) repurchase obligations entered into with any bank meeting the qualifications of clause (b) above or any registered broker dealer whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody’s is at least P-2 or the equivalent thereof or from Fitch is at least F-2 or the equivalent thereof, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States government or residential whole loan mortgages, and (i) demand deposit accounts maintained in the ordinary course of business.

          “Change in Control” means (a) a Person or “group” (within the meaning of Section 13(d) and 14(d) of the Exchange Act) acquiring or having beneficial ownership (it being understood that a tender of shares or other equity interests shall not be deemed acquired or giving beneficial ownership until such shares or other equity interests shall have been accepted for payment) of securities (or options to purchase securities) having a majority or more of the ordinary voting power of the Borrower (including options to acquire such voting power) or (b) a majority of the members of the board of directors of the Borrower cease to be composed of individuals (i) who are members of the board of directors on the date hereof, (ii) whose election or nomination to the board of directors of the Borrower was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of the members of the board of directors of the Borrower or (iii) whose election or nomination to the board of directors of the Borrower was approved by individuals referred to in clause (i) or (ii)

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above or this clause (iii) constituting at the time of such election or nomination at least a majority of the board of directors of the Borrower. For purposes of clause (a) of this definition, any direct or indirect holding company of the Borrower (which has been formed or organized by or on behalf of the Borrower) shall not itself be considered a Person or “group”; provided that no Person or “group” (other than another such direct or indirect holding company of the Borrower) acquires or beneficially owns, directly or indirectly, securities (or options to purchase securities) having a majority or more of the ordinary voting power of such holding company (including options to acquire such voting power).

          “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.14(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive of any Governmental Authority made or issued after the date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

          “Co-Documentation Agents” has the meaning set forth in the preamble hereto.

          “Co-Syndication Agents” has the meaning set forth in the preamble hereto.

          “Code” means the Internal Revenue Code of 1986, as amended from time to time.

          “Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and/or to acquire participations in Swingline Loans and Letters of Credit hereunder, expressed as an amount representing the maximum aggregate permitted amount of such Lender’s Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 or Section 2.18 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The amount of each Lender’s Commitment as of the Effective Date is set forth on Schedule 2.01 under the heading “Commitment”, or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable.

          “Commitment Termination Date” means the earlier of (a) the third anniversary of the Effective Date; provided that if such day is not a Business Day, then the immediately preceding Business Day and (b) the date on which the Commitments shall terminate in their entirety in accordance with the provisions of this Agreement.

          “Commitment Utilization Percentage” means on any day the percentage equivalent to a fraction (a) the numerator of which is the sum of the aggregate outstanding Revolving Credit Exposures of the Lenders then in effect and (b) the denominator of which is the sum of the aggregate amount of the Commitments of the Lenders then in effect.

          “Companies” means the Borrower and the Restricted Subsidiaries, collectively; and “Company” means any of them.

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          “Conduit Lender” means any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument, subject to the consent of the Borrower (which consent shall not be unreasonably withheld); provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.14, 2.15, 2.16 or 9.03 than the designating Lender would have been entitled to receive in respect of the Loans made by such Conduit Lender or (b) be deemed to have any Commitment. The making of a Loan by a Conduit Lender hereunder shall utilize the Commitment of a designating Lender to the same extent, and as if, such Loan were made by such designating Lender.

          “Consolidated EBITDA” means, for any period, Consolidated Net Income of the Borrower and the Restricted Subsidiaries for such period plus, without duplication and to the extent reflected as a charge in the statement of such Consolidated Net Income of the Borrower and the Restricted Subsidiaries for such period, the sum of (a) income tax expense, (b) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans), (c) depreciation and amortization expense (excluding amortization of film inventory that does not constitute amortization of purchase price amortization), (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs (excluding amortization of film inventory that does not constitute amortization of purchase price amortization), (e) any extraordinary, unusual or non-recurring non-cash expenses or losses (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business), (f) minority interest expense in respect of preferred stock of Subsidiaries of the Borrower, and (g) non-cash expenses in respect of stock options and restricted stock units and minus, to the extent included in the statement of such Consolidated Net Income for such period, the sum of (a) interest income and (b) any extraordinary, unusual or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets outside of the ordinary course of business), all as determined on a consolidated basis.

          “Consolidated Leverage Ratio” means, as at the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated EBITDA for such period.

          “Consolidated Net Income” means, for any period, the consolidated net income (or loss) of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded, without duplication (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that such other Person’s assets are acquired by the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually

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received by the Borrower or the Restricted Subsidiaries in the form of dividends or similar distributions and (c) the undistributed earnings of any Restricted Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of its charter or any agreement or instrument (other than any Credit Document), judgment, decree, order, statute, rule, governmental regulation or other requirement of law applicable to such Restricted Subsidiary; provided that the income of any Restricted Subsidiary of the Borrower shall not be excluded by reason of this clause (c) so long as such Restricted Subsidiary guarantees the Obligations.

          “Consolidated Total Assets” means, at any date, all amounts that would, in conformity with GAAP, be included on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries under total assets at such date; provided that such amounts shall be calculated in accordance with Section 1.04.

          “Consolidated Total Debt” means, at any date, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries minus (a) the aggregate principal amount of any such Indebtedness that is payable either by its terms or at the election of the obligor in equity securities of the Borrower or the proceeds of options in respect of such equity securities and (b) the aggregate amount of cash and Cash Equivalents held by the Borrower or any of the Restricted Subsidiaries in excess of $25,000,000, all determined on a consolidated basis in accordance with GAAP.

          “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

          “Copyright Liens” means any Liens granted by the Borrower or any of its Subsidiaries on copyrights relating to movies or other programming, which movies or other programming are subject to one or more contracts entitling the Borrower or such Subsidiary to future payments in respect of such movies or other programming and which contractual rights to future payments are to be transferred by the Borrower or such Subsidiary to a special purpose Subsidiary of the Borrower or such Subsidiary organized for the purpose of monetizing such rights to future payments; provided that such Liens (a) are granted directly or indirectly for the benefit of the special purpose Subsidiary and/or the Persons who purchase such contractual rights to future payments from such special purpose Subsidiary and (b) extend only to the copyrights for the movies or other programming subject to such contracts for the purpose of permitting the completion, distribution and exhibition of such movies or other programming.

          “Credit Documents” means this Agreement, the Guarantee and each Note.

          “Credit Parties” means the Borrower and the Guarantors, collectively; and “Credit Party” means any of them.

          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief

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Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

          “Default” means any event or condition which constitutes an Event of Default of which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

          “Defaulting Lender” means, subject to Section 2.20(b), any Lender that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within three Business Days of the date required to be funded by it, unless such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s determination that a condition precedent to funding (specifically identified and including the particular default, if any), or a Lender voting requirement under Section 9.02(b), has not been satisfied, (b) has notified the Borrower, the Administrative Agent or any Lender in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and indicates that such position is based on such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) a Loan, or a Lender voting requirement under Section 9.02(b), cannot be satisfied), (c) has failed, within three Business Days after request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender upon receipt of such written confirmation by the Administrative Agent, and provided further that, with respect to clauses (a) through (c), a Lender shall not be deemed a Defaulting Lender solely by virtue of its failure to reimburse the Administrative Agent for expenses owed by such Lender pursuant hereto if such expenses are the subject of a good faith dispute), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority (so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such person).

          “Dollars” or “$” refers to lawful money of the United States.

          “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02), which date is November 3, 2010.

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          “Eligible Assignee” means any financial institution whose home office is domiciled in a country that is a member of the Organization for Economic Cooperation and Development and having capital and surplus in excess of $500,000,000; provided, however, that no Lender that is a Defaulting Lender, nor any Lender Affiliate of such Defaulting Lender, shall be an Eligible Assignee, unless consented to in writing by the Borrower and the Administrative Agent.

          “Environmental Law” means all applicable and binding laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

          “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Restricted Subsidiaries directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) the exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

          “ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

          “ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30 day notice period is waived); (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a "substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate a Pension Plan; (e) the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (f) the institution by the PBGC of proceedings to terminate a Pension Plan; (g) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; or (i) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

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          “Eurodollar” when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the Adjusted LIBO Rate.

          “Event of Default” has the meaning assigned to such term in Article VII.

          “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

          “Excluded Taxes” means, with respect to the Administrative Agent, any Issuing Bank, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Credit Party hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or designates a new lending office or (ii) is attributable to such Foreign Lender’s failure or inability to comply with Section 2.16(e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of such designation of a new lending office or assignment, to receive additional amounts from such Credit Party with respect to such withholding tax pursuant to Section 2.16(a), (d) in the case of a Lender that is a U.S. Person, any withholding tax that is attributable to the Lender’s failure to comply with Section 2.16(f), and (e) any Taxes imposed with respect to the requirements of FATCA.

          “Existing Five-Year Credit Agreement” means that certain five-year credit agreement, dated as of December 9, 2003, and amended and restated as of February 15, 2006, among the Borrower, the lenders from time to time party thereto, the co-syndication agents and co-documentation agents named therein, and Bank of America, N.A., as administrative agent.

          “Facility Fee” has the meaning assigned to such term in Section 2.11(a).

          “FATCA” means sections 1471 through 1474 of the Code and any regulations (whether temporary or proposed) that are issued thereunder or official governmental interpretations thereof.

          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next Basis Point) of the rates on overnight Federal funds transactions with members of the United States Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next Basis Point) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

          “Financial Officer” means, with respect to any Person, the chief financial officer, principal accounting officer, treasurer or controller of such Person.

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          “Fitch” means Fitch, Inc.

          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

          “Franchise” means, with respect to any Person, a franchise, license, authorization or right to construct, own, operate, manage, promote, extend or otherwise utilize any cable television distribution system operated or to be operated by such Person or any of its Subsidiaries granted by any Governmental Authority, but shall not include any such franchise, license, authorization or right that is incidentally required for the purpose of installing, constructing or extending a cable television system.

          “Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the Issuing Bank, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Exposure other than LC Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders pursuant to Section 2.20(a)(iv) or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders pursuant to Section 2.20(a)(iv) or Cash Collateralized in accordance with the terms hereof.

          “GAAP” means generally accepted accounting principles in the United States from time to time; provided, that, the Borrower may elect by written notice to the Administrative Agent that its financial statements be prepared and maintained in accordance with International Financial Reporting Standards and, in such event, “GAAP” shall mean International Financial Reporting Standards as in effect from time to time.

          “Governmental Authority” means the government of the United States, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

          “Guarantee” means the guarantee by the Guarantors of the Obligations of the Borrower, substantially in the form of Exhibit B.

          “Guarantee Obligations” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital,

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equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided, that the term Guarantee Obligations shall not include endorsements for collection or deposit in the ordinary course of business.

          “Guarantors” means TWNY, TWE and any other Person that may be added to the Guarantee at the discretion of the Borrower, collectively; and “Guarantor” means any of them.

          “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

          “Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person (but not including operating leases), (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business and payment obligations of such Person pursuant to agreements entered into in the ordinary course of business, which payment obligations are contingent on another Person’s satisfactory provision of services or products), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Copyright Liens or Liens on interests or Investments in Unrestricted Subsidiaries) on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (but only to the extent of the lesser of the fair market value of the property subject to such Lien and the amount of such Indebtedness), (f) all Guarantee Obligations of such Person with respect to Indebtedness of others (except to the extent that such Guarantee Obligation guarantees Indebtedness of a Restricted Subsidiary), (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit (but only to the extent of all drafts drawn thereunder) and (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances. Notwithstanding the foregoing, Indebtedness shall not include (i) any obligation of such Person to guarantee performance of, or enter into indemnification agreements with respect to, obligations, entered into in the ordinary course of business, under any and all Franchises, leases, performance bonds, franchise bonds and obligations to reimburse drawings under letters of credit issued in lieu of performance or franchise bonds or (ii) obligations to make Tax Distributions. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other contractual relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

          “Indemnified Taxes” means Taxes other than Excluded Taxes.

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          “Interest Election Request” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.07.

          “Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period.

          “Interest Period” means with respect to any Eurodollar Borrowing the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is (a) one, two, three or six months (or, with the consent of each Lender, a shorter period or nine or twelve months if available from all Lenders) thereafter, as the Borrower may elect or (b) one month thereafter, if the Borrower has made no election, provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to such a Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

          “Investment” by any Person means any direct or indirect (a) loan, advance or other extension of credit or contribution to any other Person (by means of transfer of cash or other property to others, payments for property or services for the account or use of others, mergers or otherwise), (b) purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities (including any option, warrant or other right to acquire any of the foregoing) or evidences of Indebtedness issued by any other Person (whether by merger, consolidation, amalgamation or otherwise and whether or not purchased directly from the issuer of such securities or evidences of Indebtedness), (c) purchase or acquisition (in one transaction or a series of transactions) of any assets of any other Person constituting a business unit and (d) all other items that would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP. Investments shall exclude extension of trade credit and advances to customers and suppliers to the extent made in the ordinary course of business and in accordance with customary industry practice.

          “Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the Issuing Bank and the Borrower (or any Subsidiary) or in favor of the Issuing Bank and relating to such Letter of Credit.

          “Issuing Bank” means Bank of America, N.A., or any Lender or Affiliate of any Lender designated by the Borrower that agrees to be an Issuing Bank hereunder and any other

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bank reasonably acceptable to the Required Lenders and designated as an Issuing Bank by the Borrower, in its capacity as an issuer of Letters of Credit hereunder. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Any Issuing Bank shall become a party to this Agreement by execution and delivery of a supplemental signature page to this Agreement. Initially, Bank of America, N.A. and BNP Paribas shall be the Issuing Banks. The Royal Bank of Scotland N.V. (f/k/a ABN AMRO BANK N.V.) will also be an Issuing Bank under this Agreement solely with respect to each letter of credit previously issued by it which pursuant to subsection 2.05(k) is deemed to constitute a Letter of Credit for all purposes of this Agreement, and shall have no obligation to issue any additional Letter of Credit.

          “ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

          “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

          “LC Disbursement” means a payment made by any Issuing Bank pursuant to a drawing made on any Letter of Credit.

          “LC Exposure” means, at any time, the sum of (a) the maximum aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05.

          “L/C Sublimit” means $500,000,000.

          “Lender Affiliate” means, (a) with respect to any Lender, (i) an Affiliate of such Lender or (ii) any entity (whether a corporation, partnership, trust or otherwise) that is engaged in making, purchasing, holding or otherwise investing in bank loans and similar extensions of credit in the ordinary course of its business and is administered or managed by a Lender or an Affiliate of such Lender and (b) with respect to any Lender that is a fund which invests in bank loans and similar extensions of credit, any other fund that invests in bank loans and similar

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extensions of credit and is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender.

          “Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the Issuing Bank.

          “Letter of Credit” means any standby or trade letter of credit issued pursuant to Section 2.05 of this Agreement.

          “LIBO Rate” means, with respect to any Eurodollar Borrowing denominated in Dollars for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (the “BBA LIBOR”), as published by Reuters (or any other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to Dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for Dollar deposits with a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate per annum (rounded upwards, if necessary, to the next Basis Point) equal to the arithmetic average of the rates at which deposits in Dollars approximately equal in principal amount to $5,000,000 and for a maturity comparable to such Interest Period are offered with respect to any Eurodollar Borrowing to the principal London offices of the Reference Banks (or, if any Reference Bank does not at the time maintain a London office, the principal London office of any Affiliate of such Reference Bank) in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period and; provided, however, that, if only two Reference Banks notify the Administrative Agent of the rates offered to such Reference Banks (or any Affiliates of such Reference Banks) as aforesaid, the LIBO Rate with respect to such Eurodollar Borrowing shall be equal to the arithmetic average of the rates so offered to such Reference Banks (or any such Affiliates).

          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in (including sales of accounts), on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing, but excluding any operating leases) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

          “Loans” means the loans (including Swingline Loans) made by the Lenders to the Borrower pursuant to this Agreement.

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          “London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

          “Material Adverse Effect” means a material adverse effect on (a) the financial condition, business, results of operations, properties or liabilities of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of any Credit Party to perform any of its material obligations to the Lenders under any Credit Document to which it is or will be a party (except, in the case of any Guarantor, as a result of the events described in Section 9.14) or (c) the rights of or benefits available to the Lenders under any Credit Document.

          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), of any one or more of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $200,000,000.

          “Material Subsidiary” means, at any date, each Subsidiary of the Borrower which, either alone or together with the Subsidiaries of such Subsidiary, meets any of the following conditions:

          (a) as of the last day of the Borrower’s most recently ended fiscal quarter for which financial statements have been filed with the SEC or furnished to the Administrative Agent pursuant to Section 5.1, the investments of the Borrower and its Subsidiaries in, or their proportionate share (based on their equity interests) of the book value of the total assets (after intercompany eliminations) of, the Subsidiary in question exceeds 10% of the book value of the total assets of the Borrower and its consolidated Subsidiaries;

          (b) for the period of four consecutive fiscal quarters ended on the last day of the Borrower’s most recently ended fiscal quarter for which financial statements have been filed with the SEC or furnished to the Administrative Agent pursuant to Section 5.1, the equity of the Borrower and its Subsidiaries in the revenues from continuing operations of the Subsidiary in question exceeds 10% of the revenues from continuing operations of the Borrower and its consolidated Subsidiaries; or

          (c) for the period of four consecutive fiscal quarters ended on the last day of the Borrower’s most recently ended fiscal quarter for which financial statements have been filed with the SEC or furnished to the Administrative Agent pursuant to Section 5.1, the equity of the Borrower and its Subsidiaries in the Consolidated EBITDA of the Subsidiary in question exceeds 10% of the Consolidated EBITDA of the Borrower.

          “Maturity Date” means the third anniversary of the Effective Date.

          “Moody’s” means Moody’s Investors Service, Inc.

          “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

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          “Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

          “Non-Consenting Lender” means any Lender that does not agree to a departure or waiver of any provisions of the Credit Documents or agree to any amendment thereto, if (i) the consent, waiver or amendment in question requires the agreement of all affected Lenders in accordance with the terms of Section 9.02 and (ii) the Required Lenders have agreed to such consent, waiver or amendment.

          “Note” means any promissory note evidencing Loans issued pursuant to Section 2.09(e).

          “Obligations” has the meaning assigned to such term in the Guarantee.

          “Officer’s Certificate” means a certificate executed by the Chief Financial Officer, the Treasurer or the Controller of the Borrower or such other officer of the Borrower reasonably acceptable to the Administrative Agent and designated as such in writing to the Administrative Agent by the Borrower.

          “Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity thereto.

          “Pension Act” means the Pension Protection Act of 2006.

          “Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

          “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

          “Plan” means any “employee benefit plan” within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

          “Platform” has the meaning set forth in Section 5.01.

          “Prime Rate” means the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York

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City; each change in the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

          “Public Lender” has the meaning set forth in Section 5.01.

          “Rating” has the meaning assigned to such term in the definition of “Applicable Rate”.

          “Reference Banks” means Bank of America, N.A., Deutsche Bank AG New York Branch and Citibank, N.A. and their respective Affiliates.

          “Register” has the meaning set forth in Section 9.04(c).

          “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

          “Required Lenders” means, at any time, Lenders having Commitments representing more than 50% of the sum of the total Commitments at such time, or after the Commitment Termination Date, Lenders having Revolving Credit Exposures representing more than 50% of the sum of the total Revolving Credit Exposures at such time; provided, that the Commitments of, and the Revolving Credit Exposure held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders in accordance with Section 9.02(c).

          “Responsible Officer” means any of the Chief Executive Officer, Chief Legal Officer, Chief Financial Officer, President, Treasurer or Controller (or any equivalent of the foregoing officers) of the Borrower, or such other officer of the Borrower reasonably acceptable to the Administrative Agent and designated as such in writing to the Administrative Agent by the Borrower.

          “Restricted Payment” means, as to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any shares of any class of Capital Stock or other equity interests of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of Capital Stock or other equity interests of such Person or any option, warrant or other right to acquire any such shares of Capital Stock or other equity interests of such Person.

          “Restricted Subsidiaries” means, as of any date, all Subsidiaries of the Borrower that have not been designated as Unrestricted Subsidiaries by the Borrower pursuant to Section 6.08 or have been so designated as Unrestricted Subsidiaries by the Borrower but prior to such date have been (or have been deemed to be) re-designated by the Borrower as Restricted Subsidiaries pursuant to Section 6.08.

          “Revolving Borrowing” means a Borrowing of Revolving Loans.

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          “Revolving Credit Exposure” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Revolving Loans, its LC Exposure and its Swingline Exposure at such time. For purposes of Sections 2.01, 2.08(b) and 2.18 of this Agreement, the total Revolving Credit Exposures shall be determined without giving regard to the outstanding principal amount of the Revolving Loans and the Commitments of any Defaulting Lender.

          “Revolving Loan” means a Loan made pursuant to Section 2.03.

          “S&P” means Standard & Poor’s Rating Services.

          “SEC” means the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board to which the Administrative Agent is subject for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve percentage shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

          “Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. Unless otherwise qualified, all references to a “Subsidiary” or “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

          “Swingline Borrowing” means a Borrowing of Swingline Loans.

          “Swingline Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.

          “Swingline Lender” means Bank of America, N.A. (or any other Lender selected by the Borrower with such Lender’s consent), in its capacity as lender of Swingline Loans hereunder, together with any of its successors pursuant to Article VIII.

          “Swingline Loan” means a Loan made pursuant to Section 2.04.

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          “Tax Distribution” means, with respect to any period, distributions made to any Person by a Subsidiary of such Person on or with respect to income and other taxes, which distributions are not in excess of the tax liabilities that, (a) in the case of a Subsidiary that is a corporation, would have been payable by such Subsidiary on a standalone basis, and (b) in the case of a Subsidiary that is a partnership, would have been distributed by such Subsidiary to its owners with respect to taxes, and in each case which are calculated in accordance with, and made no earlier than 10 days prior to the date required by, the terms of the applicable organizational document which requires such distribution.

          “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

          “Transactions” means (a) the execution, delivery and performance by the Borrower of this Agreement, (b) the execution, delivery and performance by each of the Guarantors of the Guarantee, and (c) the borrowing of Loans.

          “TWE” means Time Warner Entertainment Company, L.P., a Delaware limited partnership.

          “TWNY” means TW NY Cable Holding Inc., a Delaware corporation.

          “Type” when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

          “United States” means the United States of America.

          “U.S. Person” means a person who is a citizen or resident of the United States and any corporation or other entity created or organized in or under the laws of the United States.

          “Unrestricted Subsidiary” means, as of any time, all Subsidiaries of the Borrower that have been designated as Unrestricted Subsidiaries by the Borrower pursuant to Section 6.08.

          “Utilization Fee” has the meaning assigned to such term in Section 2.11(b).

          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

          SECTION 1.02 Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan” or an “ABR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing” or an “ABR Borrowing”).

          SECTION 1.03 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words, “include,” “includes” and “including” shall be deemed to be followed by the phrase “without

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limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (including any successor of the Borrower pursuant to any merger or consolidation permitted under Section 6.04), (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall, except where the context dictates otherwise, be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

          SECTION 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, except that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (including any election by the Borrower that its financial statements be prepared and maintained in accordance with International Financial Reporting Standards) (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, that, if the Borrower elects to prepare and maintain its financial statements in accordance with International Financial Reporting Standards, then, compliance with Section 6.01 shall continue to be determined by reference to GAAP as in effect prior to such election and the Borrower shall deliver, together with any compliance certificate furnished pursuant to Section 5.01(c) or any other similar document, a reconciliation of its calculations with respect to Section 6.01 to its financial statements prepared in accordance with International Financial Reporting Standards. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

          SECTION 1.05 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time.

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ARTICLE II

THE CREDITS

          SECTION 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Revolving Loans to the Borrower in Dollars from time to time during the Availability Period so long as, after giving effect thereto, (i) such Lender’s Revolving Credit Exposure will not exceed such Lender’s Commitment, and (ii) the sum of the total Revolving Credit Exposures will not exceed the sum of the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, in each case as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.03 and 2.07.

          SECTION 2.02 Loans and Borrowings. (a) Each Borrowing of Revolving Loans shall consist of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder.

          (b) Subject to Section 2.13, each Revolving Borrowing shall be comprised of ABR Loans or Eurodollar Loans as the Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall (i) subject to following clause (ii), not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and (ii) not create any additional liability of the Borrower in respect of Sections 2.14 or 2.16.

          (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $20,000,000. At the time that any ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $20,000,000; provided that any ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the sum of the total Commitments, or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(f). Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be more than a total of 20 Eurodollar Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request or elect any Interest Period in respect of any Borrowing that would end after the Maturity Date.

          SECTION 2.03 Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone in accordance with Schedule 2.03(A). Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and

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signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

          (a) the aggregate amount of the requested Borrowing,

          (b) the date of such Borrowing, which shall be a Business Day;

          (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

          (d) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

          (e) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

Notwithstanding anything to the contrary above in this Section 2.03, no such notice shall alter the information set forth on Schedule 2.03(B) unless such notice shall be written. If no election as to the Type of Revolving Borrowing is specified, then the requested Revolving Borrowing shall be deemed an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

          SECTION 2.04 Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make Swingline Loans to the Borrower in Dollars from time to time on any Business Day during the Availability Period, so long as, after giving effect thereto, (i) the aggregate principal amount of outstanding Swingline Loans will not exceed $100,000,000 and (ii) the sum of the total Revolving Credit Exposures will not exceed the sum of the total Commitments; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by facsimile) in accordance with Schedule 2.03(A). Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the requested interest rate and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account (as more specifically set forth on Schedule 2.03(B), and changed from time to time only by a written notice) of the Borrower by 3:00 p.m., New York time, on the requested date of such Swingline Loan.

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          (c) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 am, New York time on any Business Day, on one Business Day’s notice to the Lenders, require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Without limiting any other language in this Section 2.04(c), the Administrative Agent may apply Cash Collateral with respect to the applicable Swingline Loan. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders, whereafter such Swingline Loan shall be deemed converted to an ABR Loan to the extent of such amounts for all purposes of this Agreement. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan to it acquired pursuant to this paragraph. Any amounts received by the Administrative Agent from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, pro rata as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any of its obligations in respect of the payment thereof. Notwithstanding the foregoing, a Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing.

          SECTION 2.05 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of one or more Letters of Credit in Dollars in support of obligations of the Borrower and its Subsidiaries, in a form reasonably acceptable to the Borrower and the Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of Letter of Credit Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

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          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit by other electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank (reasonably in advance of the requested date of such issuance, amendment, renewal or extension and no later than 12:00 noon New York time one Business Day prior to such date) a notice (with a copy to the Administrative Agent if not the Issuing Bank) requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this Section), the amount of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit, as the case may be. If requested by the Issuing Bank, the Borrower also shall submit a Letter of Credit Application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended on the requested date only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the LC Exposure shall not exceed the L/C Sublimit, (ii) the sum of the total Revolving Credit Exposures shall not exceed the sum of the total Commitments, and (iii) the requirements of paragraph (c) of this Section shall be satisfied. The Issuing Bank shall not be under any obligation to issue any Letter of Credit if (i) any Lender is at that time a Defaulting Lender, unless the Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Bank (in its reasonable discretion) with the Borrower or such Lender to eliminate the Issuing Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.20(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Exposure as to which the Issuing Bank has actual or potential Fronting Exposure, as it may elect in its reasonable discretion, (ii) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing the Letter of Credit, or any Law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Bank with respect to the Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which the Issuing Bank in good faith deems material to it, or (iii) it shall notify the Borrower that the issuance of the Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit generally.

          (c) Issuing Banks’ Schedules of Letters of Credit. Each Issuing Bank shall no later than the third Business Day following the last day of each month, provide to the Administrative Agent a schedule of the Letters of Credit issued by it, in form and substance reasonably satisfactory to the Administrative Agent, showing the date of issuance of each Letter of Credit, the account party, the original face amount (if any), the expiration date, and the reference number of any Letter of Credit outstanding at any time during each month, and

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showing the aggregate amount (if any) payable by the Borrower to such Issuing Bank during such month. Promptly after receipt of such schedule from each Issuing Bank, the Administrative Agent shall provide to the Lenders a summary of such schedule.

          (d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year after such extension) and (ii) five Business Days prior to the Maturity Date unless such Letter of Credit is Cash Collateralized in an amount equal to its face amount prior to 12:00 noon, New York time on the Maturity Date; provided that any Letter of Credit with a one year tenor may provide for the renewal thereof for additional one year periods (but no such renewal shall be effected if such renewal would cause the then expiry of such Letter of Credit to extend beyond the date referred to in clause (ii) above).

          (e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Issuing Bank through the Administrative Agent, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

          (f) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Issuing Bank through the Administrative Agent an amount equal to such LC Disbursement not later than 2:00 p.m., New York time, on the Business Day immediately following the day that the Borrower receives notice of such LC Disbursement; provided that, if the Borrower fails to reimburse the Issuing Bank on such date, the Borrower shall be deemed to have requested an ABR Borrowing in the principal amount of the LC Disbursement, without regard to the minimum amounts and multiples set forth in Section 2.02, but subject to the unutilized portion of the Commitments. If the Borrower elects, or is deemed, to finance amounts due under any Letter of Credit in such a manner, the Borrower’s obligation to pay an amount equal to the LC Disbursement to the Issuing Bank shall be discharged and replaced by the resulting ABR Borrowing and the Administrative Agent shall notify each Lender of the applicable LC Disbursement and corresponding ABR Borrowing and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Issuing Bank, through the Administrative Agent, its Applicable Percentage of such ABR Borrowing, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and

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Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders). Promptly following receipt of any payment from the Borrower pursuant to this paragraph, such payment shall be distributed to the Issuing Bank (and the participating Lenders as their interests may appear) or, to the extent that Lenders have made payments pursuant to this paragraph to fund any ABR Loan made to reimburse the Issuing Bank, to such Lenders and the Issuing Bank (and the participating Lenders as their interests may appear) pro rata as their interests may appear.

          (g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (f) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not strictly comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder, the respective Issuing Bank’s only obligation to the Borrower in respect of any drawing made on any Letter of Credit being to confirm that any documents required to be delivered under such Letter of Credit appear to have been delivered and appear to substantially comply on their face with the requirements of such Letter of Credit. Neither the Administrative Agent, nor any of the Lenders nor the Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Issuing Bank’s gross negligence or willful misconduct in connection with any of the foregoing circumstances. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

          (h) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure

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to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank and/or the Lenders with respect to any such LC Disbursement.

          (i) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans; provided that, if such LC Disbursement cannot be reimbursed with the proceeds of a Revolving Loan pursuant to Section 2.05(f) and the Borrower fails to reimburse such LC Disbursement within three Business Days, then Section 2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (f) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

          (j) Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time by written agreement among the Borrower, the replaced Issuing Bank and the successor Issuing Bank or pursuant to Article VIII. The Borrower shall notify the Administrative Agent, who will notify the Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(c). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

          (k) Existing Letters of Credit. Notwithstanding anything to the contrary above in this Section 2.05, including, without limitation, the procedural requirements of clause (b) hereof, each letter of credit issued under the Existing Five-Year Credit Agreement which is outstanding on the Effective Date (including any extension thereof) shall constitute a “Letter of Credit” for all purposes of this Agreement and shall be deemed issued, including for purposes of this Section 2.05 and Section 2.11(c), on the Effective Date. Thereafter, each such Letter of Credit deemed issued pursuant to this Section 2.05(k) shall be governed by, and shall be subject to the provisions of, this Section 2.05, and the Borrower and the respective Issuing Banks with respect to such Letters of Credit deemed issued pursuant to this Section 2.05 agree that any reimbursement agreement, credit agreement or other document (excluding such Letter of Credit itself) previously governing such Letter of Credit shall be deemed terminated and replaced with the provisions of this Section 2.05 and the other applicable terms of this Agreement (it being understood that any fees or other amounts payable to such Issuing Bank accrued prior to the Effective Date in respect of any such Letter of Credit, shall be payable to such Issuing Bank in accordance with the provisions of such prior agreement).

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          SECTION 2.06 Funding of Borrowings (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 12:00 noon, New York time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to an account of the Borrower specified on Schedule 2.03(B) or designated by the Borrower in the applicable Borrowing Request.

          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the Administrative Agent shall have the right to demand payment from the applicable Lender and/or the Borrower and they each severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Alternate Base Rate, or (ii) in the case of the Borrower, the interest rate that would otherwise apply to such Borrowing. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing and such payment shall absolve any obligation of the Borrower in respect of any demand made under this Section in respect of such Loan.

          SECTION 2.07 Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Borrowings, which may be made and maintained only as ABR Loans.

          (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election (as more specifically set forth in Schedule 2.03(A)). Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

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          (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:

     (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

     (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.

          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period, such Borrowing shall be continued as a Eurodollar Borrowing, as the case may be, having a one month Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

          SECTION 2.08 Termination and Reduction of Commitments. (a) The Commitments shall terminate on the Commitment Termination Date.

          (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect thereto and to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Credit Exposures would exceed the total Commitments.

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          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (a) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

          SECTION 2.09 Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan made to the Borrower on the Maturity Date and (ii) to the Administrative Agent the then unpaid principal amount of each Swingline Loan owed by the Borrower on the earlier of the Maturity Date and the first date after such Swingline Loan is made that a Revolving Borrowing is made by the Borrower.

          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof, whether such Loan is a Revolving Loan or a Swingline Loan and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

          (e) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrower. Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more Notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

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          SECTION 2.10 Prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without penalty or premium (subject to Section 2.15), subject to prior notice in accordance with paragraph (b) of this Section.

          (b) The Borrower that desires to make a prepayment shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder in accordance with Schedule 2.03(A). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to (i) a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof and (ii) a Swingline Borrowing, the Administrative Agent shall advise the Swingline Lender of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing hereunder shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12.

          SECTION 2.11 Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee (a “Facility Fee”) which shall accrue at the Applicable Rate on the average daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on which such Commitment terminates, subject to adjustment as provided in Section 2.20; provided that, if such Lender continues to have any Revolving Credit Exposure after its Commitment terminates, then such Facility Fee shall continue to accrue on the average daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in arrears on the last day of March, June, September and December of each year and on the Maturity Date (or such earlier date after the Commitment Termination Date on which the Loans are repaid in full), commencing on the first such date to occur after the date hereof. All Facility Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (b) The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, during the period from and including the Effective Date to but excluding the date on which the Commitments terminate and the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, a utilization fee (a “Utilization Fee”) which shall accrue, with respect to any day that the Commitment Utilization Percentage is greater than 25%, at the rate of 0.25% per annum on such Lender’s Revolving Credit Exposure on such day, subject to adjustment as provided in Section 2.20. Accrued Utilization Fees shall be payable in arrears on the last day of March, June, September and December of each year, on the Maturity Date and on any date thereafter on which the Revolving Credit Exposures of all the Lenders are paid or extinguished in full, commencing on the first such date to occur after the date hereof. All

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Utilization Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (c) The Borrower agrees to pay (i) to each Lender a letter of credit fee (a “Letter of Credit Fee”) with respect to its participations in Letters of Credit, which shall accrue at the Applicable Rate for Eurodollar Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (a “Fronting Fee”), which shall accrue at the rate of 0.125% per annum of the face amount of each Letter of Credit (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure; provided, that any Letter of Credit Fee otherwise payable for the account of a Defaulting Lender with respect to a Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory to the Issuing Bank shall be payable, to the maximum extent permitted by applicable law and regulation, to the other Lenders in accordance with the upward adjustments in their respective Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.20(a)(iv), with the balance of such fee, if any, payable to the Issuing Bank for its own account. Letter of Credit Fees and Fronting Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the fifth Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. In addition, all Letter of Credit Fees and Fronting Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

          (d) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent.

          (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Facility Fees, Utilization Fees, Letter of Credit Fees and Fronting Fees, to the Lenders entitled thereto or, in the case of Fronting Fees, to the Issuing Bank. Fees paid shall not be refundable under any circumstances absent manifest error in the calculation and/or payment thereof.

          SECTION 2.12 Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

          (c) The Loans comprising each Swingline Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.

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          (d) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided above or (ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided above.

          (e) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment, (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion and (iv) all accrued interest shall be payable upon the Commitment Termination Date.

          (f) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year). The Alternate Base Rate, Adjusted LIBO Rate and LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

          SECTION 2.13 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

     (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining for such Interest Period the Adjusted LIBO Rate; or

     (b) the Administrative Agent is advised by the Required Lenders that for such Interest Period the Adjusted LIBO Rate will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Revolving Borrowing to, or continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Borrowing referred to in such Interest Election Request shall, unless repaid by the Borrower, be converted to (as of the last day of the then current Interest Period), or maintained as, an ABR Borrowing, as the case may be (to the extent, in the Administrative Agent’s reasonable determination, it is practicable to do so), and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall, unless otherwise rescinded by the Borrower, be made as an ABR Loan (to the extent, in the Administrative Agent’s reasonable determination, it

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is practicable to do so), and if the circumstances giving rise to such notice affect fewer than all Types of Borrowings, then the other Types of Borrowings shall be permitted.

          SECTION 2.14 Increased Costs. (a) If any Change in Law shall:

     (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or any Issuing Bank; or

     (ii) impose on any Lender or any Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank hereunder (whether of principal, interest or otherwise), in each case, by an amount which such Lender or such Issuing Bank in good faith deems to be material to it, then the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs actually incurred or reduction actually suffered.

          (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of the Commitment or the Loans made by, or participation in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), in each case, by an amount which such Lender or such Issuing Bank in good faith deems to be material to it, then from time to time the Borrower will pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction actually suffered in respect of the Commitment or Loans made by, or participation in Letters of Credit held by, such Lender hereunder. For the avoidance of doubt, for purposes of this Section 2.14 “Change in Law” shall include all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.

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          (c) A certificate of a Lender or an Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

          (d) Failure or delay on the part of any Lender or an Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions unless a Lender or an Issuing Bank gives notice to the Borrower that it is obligated to pay an amount under this Section within six months after the later of (i) the date such Lender or such Issuing Bank incurs such increased costs, reduction in amounts received or receivable or reduction in return on capital or (ii) the date such Lender or such Issuing Bank has actual knowledge of its incurrence of such increased cost, reduction in amounts received or receivable or reduction in return on capital; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

          Notwithstanding any other provision of this Section 2.14, no Lender nor Issuing Bank shall demand compensation for any increased costs or reduction referred to above if it shall not be the general policy or practice of such Lender or such Issuing Bank to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any (it being understood that this sentence shall not in any way limit the discretion of any Lender or any Issuing Bank to waive the right to demand such compensation in any given case).

          SECTION 2.15 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Revolving Loan (for a reason other than the failure of such Lender to make a Loan in accordance with the terms hereof) on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.10(b) and is revoked in accordance herewith), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.18, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense (other than any loss of the Applicable Rate or other margin) attributable to such event. In the case of a Eurodollar Loan, the loss to any Lender attributable to any such event shall be deemed to be an amount determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit in Dollars equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted LIBO Rate for such Interest Period, over (ii) the amount of interest that such Lender would earn on such principal amount for such period

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if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits in Dollars from other banks in the Eurodollar market at the commencement of such period. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

          SECTION 2.16 Taxes. (a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or the Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

          (b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable by the Borrower under this Section unless such amounts have been included in any amount paid pursuant to the proviso to Section 2.16(a)) paid by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent or an Issuing Bank on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

          (c) If a Lender or the Administrative Agent or an Issuing Bank receives a refund in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.16, it shall within 30 days from the date of such receipt pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund, as determined by such Lender in its reasonable discretion), net of all out-of-pocket expenses of such Lender or the Administrative Agent or such Issuing Bank and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of such Lender or the Administrative Agent or such Issuing Bank, agrees to repay the amount paid over to the Borrower (plus penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender or the Administrative Agent or such Issuing Bank in the event such Lender or the Administrative Agent or such Issuing Bank is required to repay such refund to such Governmental Authority.

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          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate.

          (f) Any Lender that is a U.S. Person shall deliver to the Borrower (with a copy to the Administrative Agent) a statement signed by an authorized signatory of the Lender that it is a U.S. Person and, if necessary to avoid United States backup withholding, a duly completed and signed Internal Revenue Service Form W-9 (or successor form) establishing that such Lender is organized under the laws of the United States and is not subject to United States backup withholding.

          (g) If a payment made to a Lender under any Credit Document would be subject to U.S. Federal withholding Tax imposed by FATCA, then, if such Lender fails to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent (i) a certification signed by the chief financial officer, principal accounting officer, treasurer or controller of such Lender, and (ii) other documentation reasonably requested by the Borrower and the Administrative Agent sufficient for the Administrative Agent and the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such applicable reporting requirements.

          (h) Nothing in this Section shall be construed to require any Lender to disclose any confidential information regarding its tax returns or affairs.

          SECTION 2.17 Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursements of LC Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m., New York time, on the date when due, in immediately available funds, without setoff or counterclaim. Any amounts received after such time on any date shall, unless the Administrative Agent is able to distribute such amounts to the applicable Lenders on such date, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent in New York at the offices for the Administrative Agent set forth in Section 9.01, except payments to be made directly to an Issuing Bank as expressly provided herein, and except that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient in like

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funds promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder, whether such payments are made in respect of principal, interest or fees or other amounts payable hereunder, shall be made in Dollars.

          (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due from the Borrower hereunder, such funds shall be applied (i) first, to pay interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, to pay principal and unreimbursed LC Disbursements, then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

          (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans, participations in LC Disbursements and Swingline Loans and accrued interest thereon owing by the Borrower than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, participations in LC Disbursements and Swingline Loans of other Lenders owing from the Borrower to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including, without limitation, any application of funds attributable to the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due from the Borrower to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the

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Lenders, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(c), 2.06(b) or 2.17(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender from or on behalf of any Credit Party or otherwise in respect of the Obligations to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

          SECTION 2.18 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.14, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be materially disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

          (b) If (i) any Lender requests compensation under Section 2.14, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.16, (iii) any Lender becomes a Defaulting Lender hereunder or (iv) any Lender becomes a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, (x) require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), or (y) only in the case of clause (iii) above, terminate as a whole, or reduce in part, the Commitment of such Lender; provided, that (I) in the case of any such assignment and delegation pursuant to clause (x) above, (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Commitment is being assigned, the Swingline Lender and the Issuing Banks), which consent shall, in each case, not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment and delegation resulting from a claim for compensation under Section 2.14 or payments required to be made pursuant to Section 2.16, such assignment and delegation will be made to a Lender reasonably expected to result in a reduction in the compensation or payments to be paid by the Borrower pursuant to such sections and (II) in the case of any termination or reduction pursuant to clause (y) above, subject to Section 2.20(b), (i) the Borrower shall have notified such

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Defaulting Lender and the Administrative Agent of such termination or reduction (including the amount thereof), (ii) at the time thereof, no Default or Event of Default shall have occurred and be continuing and (iii) after giving effect thereto, including the adjustment to the Applicable Percentage of each Lender resulting therefrom, and to any concurrent prepayment of the Loans in accordance with Section 2.10, the Revolving Credit Exposure of any Lender (excluding any portion thereof attributable to the Revolving Loans of such Defaulting Lender) shall not exceed the Commitment of such Defaulting Lender. A Lender shall not be required to make any such assignment and delegation under clause (x) above if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

          SECTION 2.19 Cash Collateral.

          (a) Certain Credit Support Events. Upon the request of the Administrative Agent or the Issuing Bank if, five (5) Business Days prior to the Maturity Date, any LC Exposure for any reason remains outstanding, the Borrower shall within five (5) Business Days Cash Collateralize the then outstanding amount of all LC Exposures. At any time that there shall exist a Defaulting Lender, within five (5) Business Days following the request of the Administrative Agent, the Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure relating to such Defaulting Lender (after giving effect to Section 2.20(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

          (b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Bank and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.19(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than in favor of the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

          (c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.19 or Section 2.04, 2.05 or 2.20 or Article VII in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific LC Exposure, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

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          (d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender or, as appropriate, a termination or an assignment and delegation of the Defaulting Lender’s rights and obligations under the Credit Documents in accordance with Section 2.18(b) or 9.04(c)) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Credit Party shall not be released during the continuance of a Default or Event of Default (and, during the continuance of an Event of Default, following application as provided in this Section 2.19 may be otherwise applied in accordance with Article VII), and (y) the Person providing Cash Collateral and the Issuing Bank or Swingline Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

          SECTION 2.20 Defaulting Lenders.

          (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

     (i) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02.

     (ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Bank or Swingline Lender hereunder; third, if so determined by the Administrative Agent or requested by the Issuing Bank or Swingline Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any then outstanding Swingline Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts then owing to the Lenders, the Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Bank or Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts then owing to the Borrower as a result of any judgment of a court of

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competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or LC Disbursements were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.20(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

     (iii) Certain Fees. That Defaulting Lender (x) shall be entitled to receive any Facility Fee or Utilization Fee pursuant to Section 2.11(a) and (b) for any period during which it is a Defaulting Lender only to extent allocable to the sum of (1) the outstanding amount of the Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit and Swingline Loans for which it has provided Cash Collateral pursuant to Section 2.04, 2.05, 2.19, or 2.20(a)(ii), as applicable (and the Borrower shall (A) be required to pay to each of the Issuing Bank and the Swingline Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.11(c).

     (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans pursuant to Sections 2.04 and 2.05, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of such Defaulting Lender; provided, that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Revolving Credit Exposure of that Lender.

          (b) Defaulting Lender Cure. If each of the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Bank agree in writing, in each case in its sole discretion, that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the

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Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.20(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

          The Borrower represents and warrants (as to itself and the Restricted Subsidiaries) to the Lenders that:

          SECTION 3.01 Organization; Powers. Each Credit Party and each of the Restricted Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

          SECTION 3.02 Authorization; Enforceability. The Transactions are within each Credit Party’s corporate or partnership (as the case may be) powers and have been duly authorized by all necessary corporate or partnership (as the case may be) and, if required, stockholder or partner action of such Credit Party. Each Credit Document (other than each Note) has been, and each Note when delivered hereunder will have been, duly executed and delivered by each Credit Party party thereto. Each Credit Document (other than each Note) constitutes, and each Note when delivered hereunder will be, a legal, valid and binding obligation of each Credit Party party thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

          SECTION 3.03 Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws, partnership agreements or other organizational documents of any Credit Party or any Restricted Subsidiary or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Credit Party or any Restricted Subsidiary or its assets, or give rise to a right thereunder to require any payment to be made by any Credit Party or any Restricted Subsidiary and (d) will not result in the creation or imposition of any Lien on any asset of any Credit Party or any Restricted Subsidiary; except, in

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each case (other than clause (b)(ii) with respect to the Borrower), such as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.04 Financial Condition; No Material Adverse Change. (a) The audited consolidated balance sheet and statements of operations, stockholders equity and cash flows (including the notes thereto) of the Borrower and its consolidated Subsidiaries as of and for the twelve months ended December 31, 2009, reported on by Ernst & Young LLP, independent public accountants, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the SEC by the Borrower since December 31, 2009, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP.

          (b) The unaudited consolidated balance sheet and the statements of operations, stockholders equity and cash flows of the Borrower and its consolidated Subsidiaries as of and for the fiscal quarter ended June 30, 2010, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes.

          (c) Since December 31, 2009 there has been no material adverse change in the business, assets, results of operations or financial condition of the Borrower and its Restricted Subsidiaries, taken as a whole.

          SECTION 3.05 Properties. (a) The Borrower and each of the Restricted Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property, except for defects in title or interests that could not reasonably be expected to result in a Material Adverse Effect.

          (b) The Borrower and each of the Restricted Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower or any of the Restricted Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.06 Litigation and Environmental Matters. (a) There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of the Restricted Subsidiaries (i) which could reasonably be expected to be adversely determined and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions.

          (b) Except with respect to any matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (x) neither the Borrower nor any of the Restricted Subsidiaries (i) has failed to comply with any Environmental Law or to

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obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability or (iii) has received notice of any claim with respect to any Environmental Liability and (y) the Borrower has no knowledge of any basis for any Environmental Liability on the part of any of the Restricted Subsidiaries.

          SECTION 3.07 Compliance with Laws and Agreements. The Borrower and each of the Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. No Event of Default has occurred and is continuing.

          SECTION 3.08 Government Regulation. Neither the Borrower nor any of the Restricted Subsidiaries is (a) subject to regulation under the Investment Company Act of 1940 or (b) is subject to any other statute or regulation which regulates the incurrence of indebtedness for borrowed money, other than, in the case of this clause (b), Federal and state securities laws and as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.09 Taxes. The Borrower and each of its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it or as part of the consolidated group of which it is a member, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.10 ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

          SECTION 3.11 Disclosure. As of the Effective Date, all information heretofore or contemporaneously furnished by or on behalf of the Borrower or any of the Restricted Subsidiaries in connection with the Transactions (including all information contained in the Credit Documents and the annexes, schedules and other attachments to the Credit Documents, but not including any projected financial statements), when taken together with the reports and other filings with the SEC made under the Exchange Act by the Borrower since December 31, 2009, is, and all other such information hereafter furnished, including all information contained in any of the Credit Documents, including any annexes or schedules thereto, by or on behalf of the Borrower or any of the Restricted Subsidiaries to or on behalf of any Lender, taken as a whole, will be (as of their respective dates), true and accurate in all material respects and not incomplete by omitting to state a material fact to make such information not misleading at such time. There is no fact of which the Borrower is aware which has not been disclosed to the Lenders in writing pursuant to the terms of this Agreement prior to

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the date hereof and which, singly or in the aggregate with all such other facts of which the Borrower is aware, could reasonably be expected to result in a Material Adverse Effect. All statements of fact and representation concerning the present business, operations and assets of the Borrower or any of its Subsidiaries, the Credit Documents and the transactions referred to therein, taken as a whole, are true and correct in all material respects at the time such statements are made or such representations are given or deemed to be given.

ARTICLE IV

CONDITIONS

          SECTION 4.01 Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

     (a) Credit Documents. The Administrative Agent (or its counsel) shall have received (i) this Agreement executed and delivered by each party hereto and (ii) the Guarantee, executed and delivered by each Guarantor.

     (b) Opinion of Counsel. The Administrative Agent shall have received the favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel for the Credit Parties and (ii) in-house counsel to the Credit Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent. The Borrower hereby requests each such counsel to deliver such opinions.

     (c) Closing Certificate. The Administrative Agent shall have received a certificate from each Credit Party, in form and substance reasonably satisfactory to the Administrative Agent, dated the Effective Date and signed by the president, a vice president, a financial officer or an equivalent officer of such Credit Party, including, in the case of the Borrower, confirmation of compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.

     (d) Fees. The Borrower shall have paid all fees required to be paid on or before the Effective Date by the Borrower in connection with the revolving credit facility provided for in this Agreement.

     (e) Existing Five-Year Credit Agreement. All Indebtedness outstanding under the Existing Five-Year Credit Agreement shall have been repaid or concurrently repaid with proceeds of the Loans on the Effective Date, together with all interest thereon and other amounts owing in respect thereof, and all Commitments outstanding under the Existing Five-Year Credit Agreement shall have terminated in their entirety.

     (f) Authorizations, etc. The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Credit Parties, the authorization of the Transactions and any other legal matters relating to each Credit

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Party, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.

     (g) U.S.A. PATRIOT Act. Any Lender that so requests shall have received, through the Administrative Agent, all U.S.A. PATRIOT Act information required under Section 9.16 prior to the Effective Date.

          Without limiting the generality of the provisions of Article VIII, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter required under this Section 4.01 unless the Administrative Agent shall have received notice from such Lender prior to the proposed Effective Date specifying its objection thereto.

          SECTION 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend or extend any Letter of Credit, is subject to the satisfaction, concurrently with the making thereof, of the following conditions:

     (a) The representations and warranties of the Borrower set forth in the Credit Documents (other than those set forth in Sections 3.04(c), 3.06, 3.09 and 3.10 on any date other than the Effective Date) shall be true and correct in all material respects on and as of the date of such Borrowing or the date of issuance, amendment or extension of such Letter of Credit, as applicable, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

     (b) At the time of and immediately after giving effect to such Borrowing or the issuance, amendment or extension of such Letter of Credit, as applicable, no Default or Event of Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the applicable matters specified in paragraphs (a) and (b) of this Section.

ARTICLE V

AFFIRMATIVE COVENANTS

          Until all the Commitments have expired or been terminated and the principal of and interest on each Loan, all fees payable hereunder and all other Obligations shall have been paid in full (but with respect to such other Obligations only to the extent that actual amounts hereunder are owing at the time the Loans, together with interest and fees, have been paid in full) and all Letters of Credit shall have expired or terminated or been Cash Collateralized and all LC Disbursements shall have been reimbursed, the Borrower (for itself and the Restricted Subsidiaries) covenants and agrees with the Lenders that:

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          SECTION 5.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent at its New York office (who will distribute copies to each Lender):

     (a) within 105 days after the end of each fiscal year of the Borrower, the Borrower’s audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year and the Borrower’s unaudited Adjusted Financial Statements for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and, (i) in the case of the audited financial statements, reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) in the case of the Adjusted Financial Statements, certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and the consolidated Restricted Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that (x) so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to furnish Adjusted Financial Statements for any fiscal year if all Unrestricted Subsidiaries (other than any such Unrestricted Subsidiaries that are already treated as equity investments on the Borrower’s financial statements) on a combined basis would not have constituted a Material Subsidiary for such fiscal year and (y) in no case shall the Borrower be required to deliver any financial statements of any Guarantor to any Lender;

     (b) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, the Borrower’s unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows and the Borrower’s unaudited Adjusted Financial Statements as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of the Borrower’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of footnotes; provided that (x) so long as no Event of Default has occurred and is continuing, the Borrower shall not be required to furnish Adjusted Financial Statements for any fiscal quarter if all Unrestricted Subsidiaries (other than any such Unrestricted Subsidiaries that are already treated as equity investments on the Borrower’s financial statements) on a combined basis would not have constituted a Material Subsidiary for such fiscal quarter and (y) in no case shall the Borrower be required to deliver any financial statements of any Guarantor to any Lender;

     (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying as to whether

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a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02(a) and 6.03(a) and (k) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04, which has not been previously disclosed by the Borrower pursuant to this Section 5.01, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iii) which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes;

     (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by any Company with the SEC or with any national securities exchange, or distributed by any Company to its security holders generally, as the case may be (other than registration statements on Form S-8, filings under Sections 16(a) or 13(d) of the Exchange Act and routine filings related to employee benefit plans); and

     (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, including information necessary to carry out “know your customer” or other checks, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request (it being understood that the Borrower and such Subsidiaries shall not be required to provide any information or documents which are subject to confidentiality provisions the nature of which prohibit such disclosure).

          Information required to be delivered pursuant to paragraphs (a), (b), (c) and (d) shall be deemed to have been delivered on the date on which the Borrower provides notice to the Administrative Agent, or, as the case may be, the Administrative Agent gives notice to the Lenders, that such information has been posted on the Borrower’s website on the internet at the website address listed on the signature pages of such notice, at www.sec.gov or at another website identified in such notice and accessible by the Lenders without charge; provided that the Borrower shall deliver paper copies of the reports and financial statements referred to in paragraphs (a), (b), (c) and (d) of this Section 5.01 to the Administrative Agent for any Lender who requests the Borrower to deliver such paper copies until written notice to cease delivering paper copies is given by the Administrative Agent.

          The Borrower hereby acknowledges that (a) the Administrative Agent will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar secure electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that so long as the Borrower or any of its Affiliates thereof is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (i) the

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Borrower shall act in good faith to ensure that all Borrower Materials that contain only publicly available information regarding the Borrower and its business are clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Issuing Banks and the Lenders to treat such Borrower Materials as containing only public information with respect to the Borrower and its business; (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Administrative Agent shall be responsible for keeping any Borrower Materials that are not marked “PUBLIC” outside the portion of the Platform designated “Public Investor.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

          SECTION 5.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent (who will distribute copies to the Lenders) prompt written notice of the following, upon any such event becoming known to any Responsible Officer of the Borrower:

     (a) the occurrence of any Default;

     (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that could reasonably be expected to result in a Material Adverse Effect;

     (c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding $200,000,000; and

     (d) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

          SECTION 5.03 Existence; Conduct of Business. The Borrower will, and will cause each of the Restricted Subsidiaries which are Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.04.

          SECTION 5.04 Payment of Obligations. The Borrower will, and will cause each of the Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with

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GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.05 Maintenance of Properties; Insurance. The Borrower will, and will cause each of the Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business (taken as a whole) in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations (it being understood that, to the extent consistent with prudent business practice, a program of self-insurance for first or other loss layers may be utilized).

          SECTION 5.06 Books and Records; Inspection Rights. The Borrower will, and will cause each of the Restricted Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of the Restricted Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine its books and records, and to discuss its affairs, finances and condition with its officers and, so long as a representative of the Borrower is present, or the Borrower has consented to the absence of such a representative, independent accountants (in each case subject to the Borrower’s or the Restricted Subsidiaries’ obligations under applicable confidentiality provisions), all at such reasonable times and as often as reasonably requested.

          SECTION 5.07 Compliance with Laws. The Borrower will, and will cause each of the Restricted Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

          SECTION 5.08 Use of Proceeds. The proceeds of the Loans will be used for working capital needs, for general corporate purposes of the Borrower and its Subsidiaries, including the repayment of indebtedness of existing and future Subsidiaries of the Borrower and for commercial paper backup. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations U and X.

          SECTION 5.09 Fiscal Periods; Accounting. The Borrower’s fiscal year will end on December 31 and its fiscal quarters will end on dates consistent with such fiscal year end.

ARTICLE VI

NEGATIVE COVENANTS

          Until all the Commitments have expired or terminated and the principal of and interest on each Loan, all fees payable hereunder and all other Obligations have been paid in full (but with respect to such other Obligations only to the extent that actual amounts hereunder are

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owing at the time the Loans, together with interest and fees, have been paid in full) and all Letters of Credit shall have expired or terminated or been Cash Collateralized and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees (for itself and the Restricted Subsidiaries) with the Lenders that:

          SECTION 6.01 Consolidated Leverage Ratio. The Consolidated Leverage Ratio as of the last day of any period of four consecutive fiscal quarters of the Borrower will not exceed 5.00 to 1.00.

          SECTION 6.02 Indebtedness. The Borrower will not permit any of the Restricted Subsidiaries (other than any Guarantor) to, create, incur, assume or permit to exist any Indebtedness, except:

     (a) with respect to all such Restricted Subsidiaries, Indebtedness of up to an aggregate principal amount of $1,000,000,000 at any time outstanding;

     (b) Indebtedness of any such Restricted Subsidiary to the Borrower or any Subsidiary;

     (c) Guarantee Obligations of any such Restricted Subsidiary with respect to Indebtedness of the Borrower or any wholly owned Restricted Subsidiary;

     (d) Indebtedness of any such Restricted Subsidiary incurred to finance or reimburse the costs of the acquisition, construction or improvement of any property, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such property or secured by a Lien on any such property prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (d) with respect to any such property shall not exceed 110% of the purchase price for, or the cost of construction or improvement of, such property; and

     (e) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof; provided that (x) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (y) such Indebtedness does not, directly or indirectly, have recourse (including by way of setoff) to the Borrower or any of the Restricted Subsidiaries or any asset thereof other than to the Person so acquired and its Subsidiaries and the assets of the Person so acquired and its Subsidiaries.

          SECTION 6.03 Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries, to create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except:

     (a) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof; provided, that such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewal and replacements thereof that do not increase the outstanding principal amount thereof and such Liens do not secure an

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aggregate principal amount of Indebtedness in excess of $200,000,000 or apply to property or assets of the Borrower and the Restricted Subsidiaries in excess of $200,000,000;

     (b) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

     (c) Liens on property acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (d) of Section 6.02, (ii) the Indebtedness secured thereby does not exceed 110% of the cost of acquiring, constructing or improving such property and (iii) such security interests shall not apply to any other property or assets of the Borrower or any of its Subsidiaries;

     (d) any Copyright Liens securing obligations specified in the definition thereof;

     (e) Liens securing Indebtedness of the Borrower or any Restricted Subsidiary and owing to the Borrower or to a Restricted Subsidiary;

     (f) Liens on interests in or investments in any Unrestricted Subsidiary or in any other Person that is not a Subsidiary of the Borrower securing Indebtedness of such Unrestricted Subsidiary or such other Person;

     (g) Liens for taxes, assessments or governmental charges or levies not yet due and payable or which are being contested in good faith by appropriate proceedings;

     (h) Liens incidental to the ordinary conduct of the Borrower’s business or the ownership of its assets which were not incurred in connection with the borrowing of money, such as carrier’s, warehousemen’s, materialmen’s, landlord’s and mechanic’s liens, and which do not in the aggregate materially detract from the value of its assets or materially impair the use thereof in the ordinary course of its business;

     (i) pledges or deposits in connection with workers’ compensation, unemployment insurance and other social security and similar legislation;

     (j) deposits to secure the performance of tenders, bids, trade contracts (other than for borrowed money), leases, statutory obligations, stay, surety and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a

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like nature incurred in the ordinary course of business (or securing letters of credit issued in lieu of such deposits); and

     (k) other Liens in respect of property or assets of the Borrower or any Restricted Subsidiary so long as at the time of the securing of any obligations related thereto, the aggregate principal amount of all such secured obligations does not exceed 5% of the Consolidated Total Assets of the Borrower at such time (it being understood that any Lien permitted under any other clause in this Section 6.03 shall not be included in the computation described in this paragraph).

          SECTION 6.04 Mergers, Etc. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or a substantial portion of the Borrower’s consolidated assets, or all or a substantial portion of the stock of all of the Restricted Subsidiaries, taken as a whole (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, unless (a) at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing and (b) after giving effect to any such transaction, the business, taken as a whole, of the Borrower and the Restricted Subsidiaries shall not have been altered in a fundamental and substantial manner from that conducted by them, taken as a whole, immediately prior to the Effective Date, provided that (i) if the Borrower is not the survivor of any such consolidation or merger involving the Borrower, (A) the Borrower, at the time thereof and immediately after giving effect thereto, shall be in compliance on a pro forma basis with the financial covenants contained in Section 6.01 as if such consolidation or merger had been consummated (and any related Indebtedness incurred, assumed or repaid in connection therewith had been incurred, assumed or repaid, as the case may be) on the first day of the most recently completed four fiscal quarters of the Borrower for which financial statements have been delivered pursuant to Section 5.01 (as demonstrated by delivery to the Administrative Agent of a certificate of a Responsible Officer to such effect showing such calculation in reasonable detail prior to or concurrently with such consolidation or merger), (B) the surviving Person of such consolidation or merger shall expressly assume all of the Borrower’s rights and obligations under this Agreement and the other Credit Documents pursuant to documentation reasonably satisfactory to the Administrative Agent and shall thereafter be deemed to be the Borrower for all purposes hereunder, (C) such consolidation or merger will not result in a Change in Control and (D) the Administrative Agent shall have received such legal opinions and certificates in connection therewith as it may reasonably request and (ii) the Borrower shall not liquidate or dissolve.

          SECTION 6.05 Investments. The Borrower will not, and will not cause or permit any of the Restricted Subsidiaries to, make any Investment (other than any Investment in the ordinary course of the operation of its business) if, before or after giving effect to the commitment thereto on a pro forma basis, an Event of Default shall have occurred and be continuing.

          SECTION 6.06 Restricted Payments. The Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except the Borrower may (a) declare and pay dividends with respect to its capital stock payable solely in additional shares

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of its common stock and (b) make Restricted Payments so long as after giving effect to the making of such Restricted Payment, no Event of Default shall have occurred and be continuing on a pro forma basis.

          SECTION 6.07 Transactions with Affiliates. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any material transaction with any of its Affiliates, except (a) transactions entered into prior to the date hereof or contemplated by any agreement entered into prior to the date hereof, (b) in the ordinary course of business or at prices and on terms and conditions not less favorable to the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (c) transactions between or among the Borrower and the Restricted Subsidiaries or between or among Restricted Subsidiaries, (d) any arrangements with officers, directors, representatives or other employees of the Borrower and its Subsidiaries relating specifically to employment as such and (e) transactions that are otherwise permitted by this Agreement.

          SECTION 6.08 Unrestricted Subsidiaries. (a) Schedule 6.08 sets forth those Subsidiaries that have been designated as Unrestricted Subsidiaries as of the date hereof, which Subsidiaries do not include any Guarantor. The Borrower may designate any of its Subsidiaries (other than a Guarantor) as Unrestricted Subsidiaries from time to time in compliance with the provisions of this Section 6.08. The Borrower will not designate any of its Subsidiaries as an Unrestricted Subsidiary unless at the time such Subsidiary is designated as an Unrestricted Subsidiary, before and after giving effect to such designation on a pro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officers’ Certificate delivered to the Administrative Agent at the time of such designation. Such Officers’ Certificate also shall state the specific purpose for which such designation is being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted Subsidiaries.

          (b) The Borrower may designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary from time to time in compliance with the provisions of this Section 6.08. The Borrower will not designate or re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, unless at the time such Unrestricted Subsidiary is so designated or re-designated as a Restricted Subsidiary, after giving effect to such designation or re-designation on a pro forma basis, no Event of Default shall have occurred and be continuing, as certified in an Officer’s Certificate delivered to the Administrative Agent at the time of such designation or re-designation.

ARTICLE VII

EVENTS OF DEFAULT

          If any of the following events (“Events of Default”) shall occur:

     (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

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     (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five days;

     (c) any representation or warranty made or deemed made by or on behalf of any Credit Party in any Credit Document or any amendment or modification thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Credit Document or any amendment or modification thereof, shall prove to have been incorrect in any material respect when made or deemed made;

     (d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02 or 5.03 (with respect to the Borrower’s existence) or in Article VI;

     (e) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in the Credit Documents (other than those specified in clause (a), (b) or (d) of this Article), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent (given at the request of any Lender) to the Borrower;

     (f) the Borrower or any Restricted Subsidiary shall fail to make any payment of principal or interest (regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable after giving effect to any applicable grace periods;

     (g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace periods) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

     (i) the Borrower or any Material Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief

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under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

     (j) the Borrower or any Material Subsidiary shall become unable, admit in writing or fail generally to pay its debts as they become due;

     (k) one or more judgments for the payment of money in an aggregate amount in excess of $200,000,000 shall be rendered against the Borrower, any Material Subsidiary or any combination thereof or any action shall be legally taken by a judgment creditor (whose liquidated judgment, along with those of any other judgment creditor’s, exceeds $200,000,000) to attach or levy upon any assets of the Borrower or any Material Subsidiary to enforce any such judgment, and the same shall remain undischarged for a period of 60 consecutive days during which execution shall not be effectively stayed, vacated or bonded pending appeal;

     (l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events (with respect to which the Borrower has a liability which has not yet been satisfied) that have occurred, could reasonably be expected to result in a Material Adverse Effect;

     (m) except as otherwise permitted by this Agreement or the terms of any Guarantee, any Guarantee shall cease, for any reason, to be in full force and effect with respect to any Guarantor or any Credit Party shall so assert; or

     (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Article), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including all amounts of LC Exposure, whether or not the beneficiary of the then outstanding Letters of Credit shall have presented the documents required therein), shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Article, the Commitments shall automatically

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terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder (including all amounts of LC Exposure, whether or not the beneficiary of the then outstanding Letters of Credit shall have presented the documents required therein), shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Credit Documents, if any. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made in Cash Equivalents, or upon mutual consent of the Borrower and the Administrative Agent, any other investment (in each case at the Borrower’s risk and expense), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. After all such Letters of Credit shall have expired or been fully drawn upon, all reimbursement obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Credit Documents shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

ARTICLE VIII

THE AGENTS

          Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto.

          Each bank serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Company or Affiliate thereof as if it were not an Agent hereunder and without any duty to account therefor to the Lenders.

          The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Credit Documents that the Administrative Agent is required to exercise in writing by the

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Required Lenders (or, if so specified by this Agreement, all the Lenders) and (c) except as expressly set forth herein and in the other Credit Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Company or any of its Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or, if so specified by this Agreement, all the Lenders, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Article VII and Section 9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Administrative Agent by the Borrower, a Lender or an Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered under any Credit Document or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in the Credit Documents or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message) believed by it to be genuine and to have been signed, sent or otherwise authenticated by a proper Person. An initial list of the proper Persons with respect to the Borrower appears on Schedule 8. Schedule 8 shall not be altered except in writing by a Person appearing thereon (or by a successor to such Person occupying the equivalent office). The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon so long as such statement, in the case of a Borrowing Request, complies with the requirements of Section 2.03 in all material respects (it being understood that oral notices of borrowing will be confirmed in writing by the Borrower in accordance with Section 2.03). In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Bank prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

          The Administrative Agent may perform any and all its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their

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respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

          Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor which, so long as no Event of Default is continuing, shall be reasonably acceptable to the Borrower. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder or under the other Credit Documents. The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor; provided that the predecessor Administrative Agent shall pay the unearned portion of any fees paid in advance to either the successor Administrative Agent or the Borrower. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by it while it was acting as Administrative Agent.

          Any resignation by Bank of America, N.A. as Administrative Agent pursuant to this Article VIII shall also constitute its resignation as an Issuing Bank and Swingline Lender. Upon the acceptance of a successor’s appointment as Issuing Bank or Swingline Lender, (a) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Credit Documents, and (b) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

          The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their Commitments in effect (or at any time after the Commitments have terminated, their Revolving Credit Exposures) on the date on which indemnification is sought under this Article VIII (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with their Commitments (or, if the Commitments have terminated earlier, their Revolving Credit Exposures) immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment

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of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or arising out of, the Commitments, this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct. The agreements in this paragraph shall survive the payment of the Loans and all other amounts payable hereunder.

          Each Lender acknowledges that it has, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any related agreement or any document furnished hereunder or thereunder.

          The Co-Syndication Agents and Co-Documentation Agents shall not have any duties or responsibilities under any Credit Document in their capacity as such.

ARTICLE IX

MISCELLANEOUS

          SECTION 9.01 Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail, sent by facsimile or sent by electronic mail (provided, that, to the extent that any Lender is unable to accept the delivery of funding notices (relating to Borrowing Requests) sent by electronic mail by the Administrative Agent, such funding notices shall be delivered by facsimile), as follows:

     (i) if to the Borrower, to it at 60 Columbus Circle, New York, NY 10023, Attention of Chief Financial Officer (Facsimile No. (704) 973-6380; rob.marcus@twcable.com), with copies to its General Counsel (Facsimile No. (212) 364-8254; marc.lawrence-apfelbaum@twcable.com) and its Treasurer (Facsimile No. (212) 379-2594; matthew.siegel@twcable.com);

     (ii) if to the Administrative Agent (A) for payment and requests for credit extensions, to Bank of America, N.A., 901 Main Street, Dallas, TX 75202, Attention of Richard Piland (Facsimile No. (214) 290-8370; richard.a.piland@baml.com), and (B) for all other notices, to Bank of America, N.A., Agency Management, 901 Main Street, Dallas, TX 75202, Attention of Antonikia (Toni) L. Thomas (Facsimile No. (877) 206-8432; antonikia.l.thomas@baml.com);

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     (iii) if to a Swingline Lender, to it as may be provided by such Swingline Lender from time to time;

     (iv) if to an Issuing Bank, to it as may be provided by such Issuing Bank from time to time; and

     (v) if to any other Lender, to it at its address (or facsimile number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if received during the recipient’s normal business hours.

          (b) THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Platform, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that (i) nothing in this clause (b) shall modify the Agent Parties’ respective obligations pursuant to Section 9.12, and (ii) in no event shall any Agent Party have any liability to any Lender or any Issuing Bank for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

          SECTION 9.02 Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and

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for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender affected thereby, (iv) amend, waive, modify or otherwise change Section 2.17(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release a Guarantor from its obligations under the Guarantee without the written consent of each Lender; provided that if any of the events specified in Section 9.14 occur with respect to a Guarantor then the Guarantee shall be automatically released with respect to such Guarantor without any further action or (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, any Issuing Bank or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be. It is understood and agreed that the Borrower shall be permitted to cause additional Affiliates to, directly or indirectly, guarantee Obligations of the Borrower without the consent of any Lender or the Administrative Agent.

          (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended nor the principal amount owing, or the amount of accrued and unpaid interest owing, to such Lender be reduced nor the time for the payment thereof be extended, without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

          (d) Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional revolving credit or term loan facilities to this Agreement and to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis

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subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Credit Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or class of Lenders hereunder.

          SECTION 9.03 Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Arrangers, the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent in connection with the syndication of the credit facilities provided for herein, the preparation and administration of the Credit Documents or any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Agents, the Issuing Banks or the Lenders, including the reasonable fees, charges and disbursements of any counsel for the Agents, the Issuing Banks or the Lenders in connection with the enforcement or protection of its rights in connection with any Credit Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including in connection with any workout, restructuring or negotiations in respect thereof, it being understood that the Agents, the Issuing Banks and the Lenders shall use, and the Borrower shall only be required to pay such fees, charges and disbursements of, a single counsel, unless (and to the extent) conflicts of interests require the use of more than one counsel.

          (b) The Borrower shall indemnify each Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Credit Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of, or the proposed use of, the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Company, or any Environmental Liability related in any way to any Company, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline Lender under paragraph (a)

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or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Issuing Bank or the Swingline Lender in its capacity as such.

          (d) To the extent permitted by applicable law, the Borrower shall not assert, and the Borrower hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.

          (e) All amounts due under this Section shall be payable promptly after written demand therefor.

          SECTION 9.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender except in accordance with Section 6.04 (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Bank that issues any Letter of Credit) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

          (b) Any Lender other than a Conduit Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment to a Lender or a Lender Affiliate, each of the Borrower, the Administrative Agent, the Swingline Lender (but only in the case of an assignment of all or a portion of a Commitment in respect of Swingline Exposure) and each Issuing Bank that has issued Letters of Credit hereunder having an aggregate face amount in excess of $15,000,000 at the time of such assignment (but only in the case of an assignment of all or a portion of a Commitment in respect of LC Exposure) must give its prior written consent to such assignment (which consent shall not be unreasonably withheld or delayed, it being understood that the Borrower may withhold or delay such consent if the Borrower makes a commercially reasonable determination that the proposed Eligible Assignee is not sufficiently creditworthy), (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining balance of the assigning Lender’s Commitment or Loans, each assignment shall not be less than an aggregate principal amount of $15,000,000, (iii) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining balance of the assigning Lender’s Commitment or Loans, the remaining amount of the Commitment of, or

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Loans held by, the assigning Lender after giving effect to such assignment shall not be less than $15,000,000 unless, in the case of clauses (ii) or (iii), each of the Borrower and the Administrative Agent otherwise consents, (iv) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, (v) except in the case of an assignment to an Affiliate of the assigning Lender on or about the Effective Date, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $2,500, and (vi) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; provided further that any consent of the Borrower otherwise required under this paragraph shall not be required if an Event of Default under clause (h) or (i) of Article VII has occurred and is continuing. Upon acceptance and recording pursuant to paragraph (d) of this Section, from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall (i) continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03 and (ii) continue to be subject to the confidentiality provisions hereof). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (e) of this Section. Notwithstanding the foregoing, any Conduit Lender may assign at any time to its designating Lender hereunder without the consent of the Borrower or the Administrative Agent any or all of the Loans it may have funded hereunder and pursuant to its designation agreement and without regard to the limitations set forth in the first sentence of this Section.

          (c) In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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          (d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in The City of New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.

          (e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

          (f) Any Lender other than a Conduit Lender may, without the consent of the Borrower, the Administrative Agent or the Swingline Lender, sell participations to one or more banks or other entities (other than a Defaulting Lender) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (f) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Credit Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant

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Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

          (g) A Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as though it were a Lender.

          (h) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

          (i) The Borrower, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (g) above.

          (j) The Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

          SECTION 9.05 Survival. All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

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          SECTION 9.06 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Lenders constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

          SECTION 9.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

          SECTION 9.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by such Lender or any Affiliate of such Lender that is primarily engaged in commercial banking activities and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower (other than indebtedness related to commercial advertising and marketing arrangements entered into in the ordinary course of business) against any of and all the obligations of the Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.20 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

          SECTION 9.09 Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

          (b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of

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New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to the Credit Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (c) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (d) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

          SECTION 9.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

          SECTION 9.11 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

          SECTION 9.12 Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, provided that in connection with any such requirement by a subpoena or similar legal process, the Borrower is given prior notice to the extent such prior notice is permissible under the circumstances and an opportunity to object to such disclosure, (d) to any other party to this Agreement, (e) in

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connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an express written agreement (which agreement may be provided in a “click-through” format) with the Administrative Agent for the benefit of the Borrower containing provisions substantially the same, or at least as restrictive, as those of this Section, to any (i) assignee (or Conduit Lender) of or Participant in, or any prospective assignee (or Conduit Lender) of or Participant in, any of its rights or obligations under this Agreement or (ii) hedging agreement counterparty (or such contractual counterparty’s professional advisor), (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower, whether oral or written, relating to the Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information, including in accordance with Regulation FD as promulgated by the SEC.

          SECTION 9.13 Acknowledgements. The Borrower hereby acknowledges that:

     (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;

     (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or fiduciary duty to the Borrower arising out of or in connection with this Agreement or any of the other Credit Documents, and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

     (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.

          SECTION 9.14 Guarantee. Notwithstanding anything herein or in any Credit Document to the contrary, each Guarantor shall automatically be released from its obligations under the Guarantee upon receipt by the Administrative Agent of a certificate of a Responsible Officer certifying that such Guarantor has no outstanding Indebtedness for borrowed money, including any Guarantee Obligations in respect of Indebtedness for borrowed money as of the date of such certificate.

          SECTION 9.15 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), the Borrower

74

acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders, the Arrangers and, in each case, their Affiliates are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders, the Arrangers and, in each case, their Affiliates, on the other hand, (B) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent, the Lenders, the Arrangers and, in each case, their Affiliates each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent nor any of the Lenders nor any of the Arrangers nor, in each case, any of their Affiliates has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent, the Lenders, the Arrangers and, in each case, their Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any of the Lenders nor any of the Arrangers nor, in each case, any of their Affiliates has any obligation to disclose any of such interests to the Borrower or its Affiliates.

          SECTION 9.16 USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the Borrower and each Guarantor and other information that will allow such Lender to identify the Borrower and each Guarantor in accordance with the Act.

[SIGNATURE PAGES TO FOLLOW]

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

TIME WARNER CABLE INC.
By	/s/ Robert Marcus
	Name:	Robert Marcus
	Title:	Senior Executive Vice President and Chief Financial Officer

Time Warner Cable Inc.
Three-Year Revolving Credit Agreement

BANK OF AMERICA, N.A., as Administrative Agent,      a Reference Bank and a Lender
By:	/s/ Prayes Majmudar
	Name:	Prayes Majmudar
	Title:	Vice President

BNP PARIBAS, as Co-Syndication Agent and a Lender
By:	/s/ Nuala Marley
	Name:	Nuala Marley
	Title:	Managing Director

By:	/s/ Maria Mulic
	Name:	Maria Mulic
	Title:	Vice President

CITIBANK, N.A., as Co-Syndication Agent, a Reference      Bank and a Lender
By:	/s/ Carolyn Kee
	Name:	Carolyn Kee
	Title:	Vice President

DEUTSCHE BANK SECURITIES INC., as a      Co-Syndication Agent
By:	/s/ Yvonne Tilden
	Name:	Yvonne Tilden
	Title:	Director

By:	/s/ Stefan Freckmann
	Name:	Stefan Freckmann
	Title:	Vice President

DEUTSCHE BANK AG NEW YORK BRANCH, as a      Reference Bank and a Lender
By:	/s/ Yvonne Tilden
	Name:	Yvonne Tilden
	Title:	Director

By:	/s/ Stefan Freckmann
	Name:	Stefan Freckmann
	Title:	Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,      as Co- Syndication Agent and a Lender
By:	/s/ Donald Schwartz
	Name:	Donald Schwartz
	Title:	Managing Director

Time Warner Cable Inc.
Three-Year Revolving Credit Agreement

BARCLAYS BANK PLC, as Co- Documentation Agent      and a Lender
By:	/s/ Kevin Cullen
	Name:	Kevin Cullen
	Title:	Director

JPMORGAN CHASE BANK, N.A., as Co- Documentation      Agent and a Lender
By:	/s/ Tina Ruyter
	Name:	Tina Ruyter
	Title:	Executive Director

MIZUHO CORPORATE BANK, LTD., as      Co- Documentation Agent and a Lender
By:	/s/ Bertram Tang
	Name:	Bertram Tang
	Title:	Authorized Signatory

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as      Co- Documentation Agent and a Lender
By:	/s/ Jose Carlos
	Name:	Jose Carlos
	Title:	Authorized Signatory

THE ROYAL BANK OF SCOTLAND PLC, as      Co- Documentation Agent and a Lender
By:	/s/ Alex Daw
	Name:	Alex Daw
	Title:	Director

U.S. BANK NATIONAL ASSOCIATION
By:	/s/ Susan Bader
	Name:	Susan Bader
	Title:	Vice President

THE BANK OF NEW YORK MELLON
By:	/s/ David B. Wirl
	Name:	David B. Wirl
	Title:	Managing Director

ROYAL BANK OF CANADA, as Lender
By:	/s/ D.W. Scott Johnson
	Name:	D.W. Scott Johnson
	Title:	Authorized Signatory

MORGAN STANLEY BANK, N.A.
By:	/s/ Sherrese Clarke
	Name:	Sherrese Clarke
	Title:	Authorized Signatory

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Sherrese Clarke
	Name:	Sherrese Clarke
	Title:	Vice President

SUMITOMO MITSUI BANKING CORP., NEW YORK
By:	/s/ William M. Ginn
	Name:	William M. Ginn
	Title:	Executive Officer

Time Warner Cable Inc.
Three-Year Revolving Credit Agreement

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
By:	/s/ Ari Bruger
	Name:	Ari Bruger
	Title:	Vice President
By:	/s/ Rahul Parmar
	Name:	Rahul Parmar
	Title:	Associate

LLOYDS TSB BANK PLC
By:	/s/ Deborah Carlson
	Name:	Deborah Carlson
	Title:	Director Corporate Banking USA C103

By:	/s/ Candi Obrentz
	Name:	Candi Obrentz
	Title:	Vice President Financial Institutions, North America O013

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH
By:	/s/ Luis Ruigomez
	Name:	Luis Ruigomez
	Title:	Executive Director

By:	/s/ Alex Mayral
	Name:	Alex Mayral
	Title:	VP

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By:	/s/ Tanya Crossley
	Name:	Tanya Crossley
	Title:	Managing Director

By:	/s/ David Christiansen
	Name:	David Christiansen
	Title:	Vice President

UBS LOAN FINANCE LLC, as a Lender
By:	/s/ Irja R. Otsa
	Name:	Irja R. Otsa
	Title:	Associate Director

By:	/s/ Mary E. Evans
	Name:	Mary E. Evans
	Title:	Associate Director

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Mark Walton
	Name:	Mark Walton
	Title:	Authorized Signatory

Time Warner Cable Inc.
Three-Year Revolving Credit Agreement

SCHEDULE 2.01

ADDRESS OF NOTICES; COMMITMENTS

Lender Name and Address	Commitment
Banco Bilbao Vizcaya Argentaria, S.A.	$	70,000,000
New York Branch
1345 Avenue of the Americas New York, NY 10105 Attn: Angel Luis Rivera Telephone: 212-728-1733 Facsimile: 212-333-2901
with a copy to:
1345 Avenue of the Americas New York, NY 10105 Attn: Ana Gomez Telephone: 212-728-2382 Facsimile: 212-333-2926
Bank of America, N.A.	$	255,000,000
901 Main Street Dallas, TX 75202 Attn: Richard Piland Telephone: 214-209-0987 Facsimile: 214-290-8370
with a copy to:
Bank of America, N.A.
Agency Management 901 Main Street Dallas, TX 75202 Attn: Antonikia (Toni) L. Thomas Telephone: 214-209-1569 Facsimile: 877-206-8432
Barclays Bank PLC	$	255,000,000
70 Hudson Street Jersey City, NJ 07302 Attn: Shawn Powers Telephone: 201-499-4580 Facsimile: 917-522-0555

Lender Name and Address	Commitment
BNP Paribas	$	255,000,000
BNPP Paribas/Loan Servicing Department 525 Washington Blvd. Jersey City, NJ 07310 Telephone: 212-631-8185 Facsimile: 201-850-4013
Citibank, N.A.	$	255,000,000
1615 Brett Road, OPS III New Castle, DE 19720 Attn: Citibank NA Originations Telephone: 201-472-4022 Facsimile: 212-994-0847
Credit Agricole Corporate	$	155,000,000
and Investment Bank
1301 Avenue of the Americas New York, NY 10019 Attn: Dawn Evans Telephone: 732-590-7718 Facsimile: 917-849-5464
Credit Suisse AG, Cayman Islands Branch	$	155,000,000
Transaction Management Group Eleven Madison Avenue New York, NY 10010 Attn: Deborah Herrera Telephone: 212-325-9009 Facsimile: 212-743-1836
Deutsche Bank AG New York Branch	$	255,000,000
For notices of material events being sent pursuant to Section 5.02:
60 Wall Street, 43rd Floor New York, NY 10005 Attn: Andreas Neumeier Telephone: 212-250-8675 Facsimile: 212-797-5690

Lender Name and Address	Commitment
For all other notices:
5022 Gate Parkway, Suite 200 Jacksonville, FL 32256 Attn: Sharon Parker Telephone: 904-527-6518 Facsimile: 866-240-3622
Goldman Sachs Bank USA	$	155,000,000
Operations 200 West Street New York, NY 10282 Attn: Lauren Day Telephone: 212-902-1099 Facsimile: 917-977-3966
JPMorgan Chase Bank, N.A.	$	255,000,000
For delivery of all syndicate-level information:
383 Madison Avenue, 24th Floor New York, NY 10179 Attn: Tina Ruyter Telephone: 212-270-4676 Facsimile: 212-270-5127
For delivery of all other information and notices:
JPM-Delaware Loan Operations 500 Stanton Christiana Road, Ops 2/3 Newark, DE 19713-2107 Attn: Scott Rubin Telephone: 302-634-1972 Facsimile: 201-244-3885
Lloyds TSB Bank plc	$	70,000,000
1095 Avenue of the Americas New York, NY 10036 Attn: Deborah Carlson Telephone: 212-930-5016 Facsimile: 212-930-5098

Lender Name and Address	Commitment
Mizuho Corporate Bank, Ltd.	$	255,000,000
Mizuho Corporate Bank (USA) 1251 Avenue of the Americas New York, NY 10020-1104 Attn: Daniel Guevara Telephone: 212-282-4537 Facsimile: 212-282-4488
Morgan Stanley Bank, N.A.	$	150,000,000
Morgan Stanley Loan Servicing 1300 Thames Street Wharf, 4th Floor Baltimore, MD 21231 Telephone: 443-627-4355 Facsimile: 718-233-2140 Email: msloanservicing@morganstanley.com
Morgan Stanley Senior Funding, Inc.	$	5,000,000
Morgan Stanley Loan Servicing 1300 Thames Street Wharf, 4th Floor Baltimore, MD 21231 Telephone: 443-627-4355 Facsimile: 718-233-2140 Email: msloanservicing@morganstanley.com
Royal Bank of Canada	$	155,000,000
Loans Administration One Liberty Plaza, 4th Floor New York, NY 10006-1404 Attn: Manager Telephone: 877-332-7455 Facsimile: 212-428-2372
Sumitomo Mitsui Banking Corporation	$	155,000,000
277 Park Avenue New York, NY 10172 Attn: David Kee Telephone: 212-224-4074 Facsimile: 212-224-4384

Lender Name and Address	Commitment
The Bank of New York Mellon	$	70,000,000
6023 Airport Road Rm-132-0201 Oriskany, NY 13424 Attn: Pamela M. Clark Telephone: 315-765-4155 Facsimile: 315-765-4823
with a copy to:
6023 Airport Road Rm-132-0201 Oriskany, NY 13424 Attn: Amanada Van Scooter Telephone: 315-765-4382 Facsimile: 315-765-4823
The Bank of Tokyo-Mitsubishi UFJ, Ltd.	$	255,000,000
1251 Avenue of the Americas New York, NY 10020-1104 Attn: Jose B. Carlos Telephone: 212-782-4223 Facsimile: 212-782-6440
The Royal Bank of Scotland plc	$	255,000,000
Global Banking & Markets Connecticut Branch 600 Washington Boulevard Stamford, CT 06901 Attn: Alex Daw Telephone: 203-897-3407 Facsimile: 203-873-3426
UBS Loan Finance LLC	$	155,000,000
677 Washington Blvd. Stamford, CT 06901 Attn: Andres Lasso Telephone: 203-719-4297 Facsimile: 203-719-3888

Lender Name and Address	Commitment
U.S. Bank National Association	$	155,000,000
For notices of material events being sent pursuant to Section 5.02:
One U.S. Bank Plaza 7th & Washington (SL-MO-T12M) St. Louis, MO 63101 Attn: Susan Bader Telephone: 314-418-1955 Facsimile: 314-418-8292
For all other notices:
U.S. Bank Corporate Loan Services 400 City Center Oshkosh, WI 54901 Attn: Barb Campbell, Commercial Loan Services Telephone: 920-237-7370 Facsimile: 920-237-7993
Wells Fargo Bank, National Association	$	255,000,000
375 Park Avenue, 3rd Floor New York, NY 10152 Attn: Jessica Belanger Telephone: 212-214-7244 Facsimile: 212-214-7233
TOTAL	$	4,000,000,000.00

SCHEDULE 2.03(A)

	A borrowing notice
	(pursuant and subject to
	Section 2.03 or Section 2.04,
	as applicable) or an interest
	election (pursuant to Section	Prepayment notice
	2.07) must be given not later	(pursuant to Section 2.10)
Loan Type:	than:	must be given not later than:
REVOLVING LOANS
Any Eurodollar Borrowing	11:00 am New York City time three (3) Business Days before the date of the proposed Borrowing.	12:00 pm New York City time three (3) Business Days before the date of prepayment.
ABR Borrowing	10:00 am New York City time on the day of the proposed Borrowing.	10:00 am New York City time on the date of prepayment.
SWINGLINE LOANS
ABR Borrowing	2:00 pm New York City time on the day of the proposed Borrowing.

SCHEDULE 2.03(B)

AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

Bank:	JPMorgan Chase Bank, N.A.
Address:	One Chase Manhattan Plaza New York, NY 10005
ABA:
Account Name:
Account Number:

SCHEDULE 6.08

UNRESTRICTED SUBSIDIARIES

     Bright House Networks LLC

SCHEDULE 8

LIST OF PROPER PERSONS

Name	Title
Robert Marcus	Senior Executive Vice President and Chief Financial Officer
Matthew Siegel	Senior Vice President and Treasurer
William S. Osbourn	Senior Vice President and Controller

EXHIBIT A

FORM OF

ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Three-Year Credit Agreement (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of November 3, 2010, among TIME WARNER CABLE INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, BNP PARIBAS, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-syndication agents, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MIZUHO CORPORATE BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

          The Assignor identified on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”) agree as follows:

     1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to the amount set forth on Schedule 1 hereto for the Commitments and Revolving Credit Exposure of the Assignor on the Effective Date of this Assignment and Acceptance.

     2. The Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim and (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Affiliates or any other obligor or the performance or observance of the Borrower, any of its Affiliates or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Documents or any other instrument or document furnished pursuant hereto or thereto.

     3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section 3.04 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Assignor, the Administrative Agent or any Lender

2

and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement and other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

     4. The effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent (and the Borrower, the Swingline Lender and the Issuing Bank to the extent required by Section 9.04(b) of the Credit Agreement) for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after the date of such acceptance and recording by the Administrative Agent). The Administrative Agent shall keep records of this Assignment and Acceptance in accordance with Section 9.04(d) of the Credit Agreement.

     5. Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.

     6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

     7. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

Schedule 1

          to Assignment and Acceptance with respect to the Three-Year Credit Agreement, dated as of November 3, 2010, among TIME WARNER CABLE INC., a Delaware corporation (the “Borrower”), the Lenders party thereto, BNP PARIBAS, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-syndication agents, BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MIZUHO CORPORATE BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents, and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”)

Name of Assignor:

Name of Assignee:

Effective Date of Assignment:

Amount of Commitments
   and Revolving Credit
   Exposure Assigned

     $__________

[Name of Assignee]		[Name of Assignor]
By:		By:
	Title:		Title:
Accepted for Recordation in the Register:		Required Consents (if any):
BANK OF AMERICA, N.A., as Administrative Agent		[TIME WARNER CABLE INC.]
By:		[By:
	Title:		Title:]
		[                                                              ,as Swingline Lender]
Assignment and Acceptance Time Warner Cable Inc. Three-Year Revolving Credit Agreement

2
	[By:
		Title:]
	[                                                               ,as Issuing Bank]
	[By:
		Title:]
Assignment and Acceptance Time Warner Cable Inc. Three-Year Revolving Credit Agreement

EXHIBIT B

FORM OF GUARANTEE

          GUARANTEE, dated as of November 3, 2010, made by TW NY CABLE HOLDING INC., a Delaware corporation (“TWNY”), and TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership (“TWE”) (each, a “Guarantor”, and together, the “Guarantors”), in favor of BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the lenders (the “Lenders”) parties to the Three-Year Credit Agreement (as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) dated as of November 3, 2010, among TIME WARNER CABLE INC., a Delaware corporation (the “Borrower”), the Lenders, BNP PARIBAS, CITIBANK, N.A., DEUTSCHE BANK SECURITIES INC. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), BARCLAYS BANK PLC, JPMORGAN CHASE BANK, N.A., MIZUHO CORPORATE BANK, LTD., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. and THE ROYAL BANK OF SCOTLAND PLC, as co-documentation agents (in such capacity, the “Co-Documentation Agents”) and the Administrative Agent.

W I T N E S S E T H:

          WHEREAS, pursuant to the Credit Agreement, the Lenders have severally agreed to make Loans and other extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein;

          WHEREAS, it is a condition precedent to the obligation of the Lenders to make their respective Loans and other extensions of Credit to the Borrower under the Credit Agreement that the Guarantors shall have executed and delivered this Guarantee to the Administrative Agent for the ratable benefit of the Lenders; and

          WHEREAS, each Guarantor is an affiliate of the Borrower under the Credit Agreement, and it is to the advantage of each Guarantor that the Lenders make the Loans and other extensions of credit to the Borrower under the Credit Agreement.

          NOW, THEREFORE, in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective loans and other extensions of credit to the Borrower under the Credit Agreement, each Guarantor hereby agrees with the Administrative Agent, for the ratable benefit of the Lenders, as follows:

          1. Defined Terms. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

          (b) As used herein, “Obligations” means the collective reference to the unpaid principal of and interest on the Loans and Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent and the Lenders (including, without limitation, interest accruing at the then applicable rate provided in the Credit Agreement after the maturity of the Loans and Reimbursement Obligations and interest accruing at the then applicable rate provided in the Credit Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the

Borrower whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Credit Agreement, any Letter of Credit or any other Credit Document, in each case whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant to the terms of the Credit Agreement or any other Credit Document).

          (c) As used herein, “Reimbursement Obligation” means the obligation of the Borrower to reimburse the Issuing Bank pursuant to Section 2.05(f) of the Credit Agreement for amounts drawn under Letters of Credit.

          (d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and section and paragraph references are to this Guarantee unless otherwise specified.

          (e) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

          2. Guarantee. (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations.

          (b) This Guarantee shall remain in full force and effect until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is Cash Collateralized in accordance with Section 2.05(d) of the Credit Agreement) and the Commitments are terminated, notwithstanding that from time to time prior thereto the Borrower may be free from any Obligations.

          (c) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of its liability hereunder, it will notify the Administrative Agent and such Lender in writing that such payment is made under this Guarantee for such purpose.

          (d) Anything herein or in any other Credit Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors.

          (e) No payment or payments made by the Borrower, either of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, either of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder who shall, notwithstanding any such payment or payments (other than payments made by such Guarantor in respect of the Obligations or payments received or

2

collected from such Guarantor in respect of the Obligations), remain liable for the Obligations, up to the maximum liability of such Guarantor hereunder until the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is Cash Collateralized in accordance with Section 2.05(d) of the Credit Agreement) and the Commitments are terminated.

          3. Right of Setoff. Each Guarantor hereby authorizes each Lender at any time and from time to time when any amounts owed by the Borrower under the Credit Agreement are due and payable and have not been paid (taking into account any applicable grace periods), to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), at any time held by such Lender or any Affiliate of such Lender that is primarily engaged in commercial banking activities and other indebtedness at any time owing by such Lender to or for the credit or the account of such Guarantor (other than indebtedness related to commercial advertising and marketing arrangements entered into in the ordinary course of business) against any of and all of the obligations of the Borrower to such Lender hereunder now or hereafter existing under the Credit Agreement or any other Credit Document whether or not such Lender has made any demand for payment. Each Lender shall notify the applicable Guarantor promptly of any such setoff and the application made by such Lender of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender under this paragraph are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

          4. No Subrogation. Notwithstanding any payment or payments made by any Guarantor hereunder, or any setoff or application of funds of any Guarantor by any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of the Administrative Agent or any Lender against the Borrower or against any collateral security or guarantee or right of offset held by the Administrative Agent or any Lender for the payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower in respect of payments made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on account of the Obligations are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit is Cash Collateralized in accordance with Section 2.05(d) of the Credit Agreement) and the Commitments are terminated. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Administrative Agent, if required), to be applied against the Obligations, whether matured or unmatured, in such order as the Administrative Agent may determine.

          5. Amendments, etc. with Respect to the Obligations; Waiver of Rights. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor, and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the Obligations made by the Administrative Agent or any Lender may be rescinded by the Administrative Agent or such Lender, and any of the Obligations continued, (b) the Obligations, or the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, (c)

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the Credit Agreement and any other Credit Document may be amended, modified, supplemented or terminated, in whole or in part, and (d) any collateral security, guarantee or right of offset at any time held by the Administrative Agent or any Lender for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto.

          6. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Borrower or either one or both of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or either one or both of the Guarantors with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower from the Obligations, or of either one or both of the Guarantors under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

          7. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any substantial part of the Borrower’s property, or otherwise, all as though such payments had not been made.

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          8. Payments. Each Guarantor hereby agrees that payments hereunder will be paid to the Administrative Agent without setoff or counterclaim at the office of the Administrative Agent located at 901 Main Street, Dallas, TX 75202 or to such other office as designated by the Administrative Agent.

          9. Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Guarantor hereby represents and warrants to the Administrative Agent and each Lender that the representations and warranties set forth in Article III of the Credit Agreement (other than those set forth in Sections 3.04(c), 3.06, 3.09 and 3.10 on any date other than the Effective Date) as they relate to such Guarantor or to the Credit Documents to which such Guarantor is a party, each of which is hereby incorporated herein by reference, are true and correct in all material respects, and the Administrative Agent and each Lender shall be entitled to rely on each of them as if they were fully set forth herein (it being understood that any representation or warranty set forth in Article III of the Credit Agreement that is qualified by a reference to the Borrower and its Subsidiaries taken as a whole shall not be deemed to apply to the Guarantor individually).

          The Guarantors agree that the foregoing representation and warranty shall be deemed to have been made by each Guarantor and shall be true and correct in all material respects on the date of each Borrowing by the Borrower under the Credit Agreement on and as of such date of Borrowing as though made hereunder on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date.

          10. Authority of Administrative Agent. Each Guarantor acknowledges that the rights and responsibilities of the Administrative Agent under this Guarantee with respect to any action taken by the Administrative Agent or the exercise or non-exercise by the Administrative Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the Administrative Agent and the Lenders, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Administrative Agent and any or all of the Guarantors, the Administrative Agent shall be conclusively presumed to be acting as agent for the Lenders with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

          11. Notices. All notices, requests and demands to or upon the Administrative Agent, any Lender or any Guarantor shall be effected in the manner provided in Section 9.01 of the Credit Agreement; any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 hereto.

          12. Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          13. Integration. This Guarantee and the other Credit Documents represent the agreement of each Guarantor with respect to the subject matter hereof and there are no promises

5

or representations by the Guarantor, the Administrative Agent or any Lender relative to the subject matter hereof not reflected herein or in the other Credit Documents.

          14. Amendments in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the applicable Guarantor and the Administrative Agent; provided that any right, power or privilege of the Administrative Agent or the Lenders arising under this Guarantee may be waived by the Administrative Agent and the Lenders in a letter or agreement executed by the Administrative Agent; provided, further, that no such amendment or waiver shall release either Guarantor from its obligations hereunder without the written consent of each Lender (except as expressly provided in Section 9.14 of the Credit Agreement).

          15. No Waiver; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except by a written instrument pursuant to paragraph 14 hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

          16. Section Headings. The section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

          17. Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Administrative Agent.

          18. Enforcement Expenses. Each Guarantor agrees, jointly and severally, to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under this Guarantee or otherwise enforcing or protecting any rights under this Guarantee and the other Credit Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel to each Lender and of counsel to the Administrative Agent, it being understood, in each case, that the Lenders and the Administrative Agent shall use, and the Borrower shall only be required to pay such fees, charges and disbursements of, a single counsel, unless (and to the extent) conflicts of interests require the use of more than one counsel.

          19. Counterparts. This Guarantee may be executed by one or more of the Guarantors on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

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          20. Acknowledgements.

          Each Guarantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and delivery of this Guarantee;

          (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or fiduciary duty to such Guarantor arising out of or in connection with this Guarantee or any other Credit Document, and the relationship between any or all of the Guarantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

          (c) no joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Guarantors and the Lenders.

          21. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          22. Jurisdiction; Consent to Service of Process. (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee, or for recognition or enforcement of any judgment, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court. Each Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

          (b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guarantee in any court referred to in paragraph (a) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

          (c) Each Guarantor irrevocably consents to service of process in the manner provided for notices in paragraph 11 of this Guarantee. Nothing in this Guarantee will affect the right of any party to this Guarantee to serve process in any other manner permitted by law.

          23. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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          24. Release. This Guarantee may only be released in accordance with Section 9.02(b) of the Credit Agreement; provided, however, that if any of the events specified in Section 9.14 of the Credit Agreement occur with respect to a Guarantor then the Guarantee shall be automatically released with respect to such Guarantor without any further action.

[SIGNATURE PAGE TO FOLLOW]

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          IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.

TW NY CABLE HOLDING INC.
By	/s/ Robert Marcus
	Name:	Robert Marcus
	Title:	Senior Executive Vice President and Chief Financial Officer
TIME WARNER ENTERTAINMENT COMPANY, L.P.
By	/s/ Robert Marcus
	Name:	Robert Marcus
	Title:	Senior Executive Vice President and Chief Financial Officer

Guarantee
Time Warner Cable Inc.
Three-Year Revolving Credit Agreement

SCHEDULE 1

Address for Notices

TW NY CABLE HOLDING INC.
60 Columbus Circle
New York, NY 10023
Attention: Chief Financial Officer
Email: rob.marcus@twcable.com
Facsimile No.: (704) 973-6380
Attention: General Counsel
Email: marc.lawrence-apfelbaum@twcable.com
Facsimile No.: (212) 364-8254
Attention: Treasurer
Email: matthew.siegel@twcable.com
Facsimile No.: (212) 379-2594

TIME WARNER ENTERTAINMENT COMPANY, L.P.
60 Columbus Circle
New York, NY 10023
Attention: Chief Financial Officer
Email: rob.marcus@twcable.com
Facsimile No.: (704) 973-6380
Attention: General Counsel
Email: marc.lawrence-apfelbaum@twcable.com
Facsimile No.: (212) 364-8254
Attention: Treasurer
Email: matthew.siegel@twcable.com
Facsimile No.: (212) 379-2594

EX-12

Exhibit 12

Time Warner Cable Inc.
Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Dividend Requirements

($ in millions)

	Nine Months
	Ended
	September 30,			Year Ended December 31.
	2010			2009			2008			2007			2006			2005
Earnings:
Net income (loss) before income taxes, discontinued operations and cumulative effect of accounting change	$	1,603		$	1,912		$	(13,072	)	$	2,028		$	1,664		$	1,366
Interest expense		1,035			1,324			961			907			690			501
Portion of rents representative of an interest factor		53			71			63			61			50			32
Amortization of capitalized interest		2			3			3			3			2			2
Preferred stock dividend requirements of majority-owned subsidiaries		—			—			—			—			—			—
Adjustment for partially-owned subsidiaries and 50%-owned companies		—			—			1			—			27			55
Distributions received less earnings of less than 50%-owned companies		83			70			6			63			4			4
Total earnings	$	2,776		$	3,380		$	(12,038	)	$	3,062		$	2,437		$	1,960
Fixed Charges:
Interest expense	$	1,035		$	1,324		$	961		$	907		$	690		$	501
Portion of rents representative of an interest factor		53			71			63			61			50			32
Capitalized interest		—			1			1			5			2			1
Preferred stock dividend requirements of majority-owned subsidiaries		—			—			—			—			—			—
Adjustment for partially-owned subsidiaries and 50%-owned companies		—			—			—			—			43			60
Total fixed charges	$	1,088		$	1,396		$	1,025		$	973		$	785		$	594
Pretax income necessary to cover preferred dividend requirements		—			—			—			—			—			—
Total combined	$	1,088		$	1,396		$	1,025		$	973		$	785		$	594
Ratio of earnings to fixed charges (deficiency in the coverage of fixed charges by earnings before fixed charges)		2.6	x		2.4	x	$	(13,063	)		3.1	x		3.1	x		3.3	x
Ratio of earnings to combined fixed charges and preferred dividend requirements (deficiency in the coverage of combined fixed charges and preferred dividend requirements deficiency)		2.6	x		2.4	x	$	(13,063	)		3.1	x		3.1	x		3.3	x

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Glenn A. Britt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Time Warner Cable Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2010	By:	/s/ Glenn A. Britt
		Name:	Glenn A. Britt
		Title:	Chief Executive Officer Time Warner Cable Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Robert D. Marcus certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Time Warner Cable Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2010	By:	/s/ Robert D. Marcus
		Name:	Robert D. Marcus
		Title:	Chief Financial Officer Time Warner Cable Inc.

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report on Form 10-Q of Time Warner Cable Inc., a Delaware corporation (the “Company”), for the quarter ended September 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his respective knowledge:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 4, 2010	/s/ Glenn A. Britt
	Glenn A. Britt
	Chief Executive Officer Time Warner Cable Inc.
Date: November 4, 2010	/s/ Robert D. Marcus
	Robert D. Marcus
	Chief Financial Officer Time Warner Cable Inc.