EXHIBIT 10.5
TWE HOLDINGS II TRUST
000 XXXX XXXXXX, 0XX XXXXX
XXXXXXXXXX XX 00000
June 21, 2006
TIME WARNER INC.
Xxx Xxxx Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
TIME WARNER CABLE INC.
000 Xxxxxx Xxxxx
Xxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is made to that certain Registration Rights Agreement, dated as
of March 31, 2003, by and among TWE Holdings II Trust, a Delaware statutory
trust ("Trust II"), Time Warner Inc. (formerly known as AOL Time Warner Inc.), a
Delaware corporation, and Time Warner Cable Inc., a Delaware corporation (the
"Issuer"), as amended by that certain Redemption Agreement, dated as of April
20, 2005 (as amended from time to time, the "Redemption Agreement"), by and
among Comcast Cable Communications Holdings, Inc., a Delaware corporation, MOC
Holdco II, Inc., a Delaware corporation, TWE Holdings I Trust, a Delaware
statutory trust, Trust II, Cable Holdco II Inc., a Delaware corporation, the
Issuer and the other parties named therein (as amended from time to time, the
"Rights Agreement"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Rights
Agreement.
The parties hereto agree on behalf of themselves and their respective
Affiliates as follows:
(i) Execution of this letter agreement shall be deemed to be an election by
Issuer to delay Registration Actions by Issuer and each day that elapses from
Demand Filing Date (as defined in the Redemption Agreement) through the date
upon which the Issuer actually files the Section 2.3 Registration Statement
shall be applied towards Issuer's Deferral Period, as set forth in Section
6.3(c) of the Rights Agreement; and
(ii) The first sentence of Section 6.3(c) of the Rights Agreement shall
until the Demand Registration Termination Date (as defined in the Redemption
Agreement) be deleted and replaced with the following:
"Notwithstanding anything to the contrary in Section 6.3(b), the Issuer may
only delay Registration Actions or suspend sales of
Registrable Securities for three periods (each, a "Deferral Period") of up
to 90 days in the aggregate in any of fifteen consecutive months."
Without limiting paragraph (i) above, this letter agreement shall be
without prejudice to the rights of either party with respect to whether the
Issuer has up until now or in the future used all commercially reasonable
efforts in connection with the obligations in respect of any Registration
Statement pursuant to the Rights Agreement, and no actions taken or not taken
pursuant to this letter agreement shall be usable as evidence as to whether such
obligations were met.
This letter agreement will be governed by and construed in accordance with
the terms of the Agreement. This letter agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each of the parties hereto and
delivered to the other parties, it being understood that all parties need not
sign the same counterpart.
[Remainder of the Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has executed this letter agreement as of the
day and year first above written.
TWE HOLDINGS II TRUST
By: /s/ Xxxxx X. Holiday
------------------------------------
Name: Xxxxx X. Holiday, solely in her
capacity as Operating Trustee
TIME WARNER INC.
By: /s/ Xxxxxxx Del Nin
------------------------------------
Name: Xxxxxxx Del Nin
Title: Senior Vice President
TIME WARNER CABLE INC.
By: /s/ Satish Adige
------------------------------------
Name: Satish Adige
Title: SVP, Investments
Solely for purposes of Section 8.8
of the Rights Agreement
COMCAST CORPORATION
By: /s/ Xxxxxx X. Pick
---------------------------------
Name: Xxxxxx X. Pick
Title: Senior Vice President
[Signature Page of Comcast Registration Rights Deferral Letter]
