EXHIBIT 10.10
TIME WARNER CABLE INC.
000 XXXXXX XXXXX
XXXXXXXX, XX 00000
May 10, 2005
COMCAST CORPORATION
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
TWE HOLDINGS II TRUST
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxx X. Holiday
Ladies and Gentlemen:
Reference is made to that certain Tolling and Optional Redemption
Agreement, dated as of September 24, 2004, as amended from time to time (the
"AGREEMENT"), by and among Comcast Corporation, a Pennsylvania corporation, Time
Warner Cable Inc., a Delaware corporation, TWE Holdings II Trust, a Delaware
statutory trust, and the other parties named therein. Capitalized terms used
herein and not otherwise defined shall have the respective meanings assigned to
them in the Agreement.
The parties hereto agree on behalf of themselves and their
respective Affiliates that the (i) first 20 day period referred to in the second
sentence of Section 7.20(a) of the Agreement shall be extended to 23 days, (ii)
15 day period referred to in the first sentence of Section 7.20(c) of the
Agreement (as previously extended by the parties to 20 days) shall be further
extended to 23 days, and (iii) 15 day period referred to in the second sentence
of Section 7.20(d) of the Agreement shall be extended to 23 days.
Any amendment of this letter agreement must be in writing. This
letter agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement. Each party hereto confirms that any facsimile copy of such
party's executed counterpart of this letter agreement (or its signature page
thereof) shall be deemed to be an executed original thereof.
THE VALIDITY, PERFORMANCE, AND ENFORCEMENT OF THIS LETTER AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF CONFLICTS OF LAW OF SUCH STATE.
2
IN WITNESS WHEREOF, the undersigned has executed this letter
agreement as of the day and year first above written.
COMCAST CORPORATION
By: /s/ Xxxxxx X. Pick
------------------------------------
Name: Xxxxxx X. Pick
Title: Senior Vice President
TIME WARNER CABLE INC.
By: /s/ Xxxxx X. X'Xxxxx
------------------------------------
Name: Xxxxx X. X'Xxxxx
Title: EVP, Investments
TWE HOLDINGS II TRUST
By: /s/ Xxxxx X. Holiday
------------------------------------
Name: Xxxxx X. Holiday, solely in
her capacity as Operating Trustee
