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EXHIBIT 10.10
TIME WARNER CABLE INC.
290 HARBOR DRIVE
STAMFORD, CT 06902
May 10, 2005
COMCAST CORPORATION
1500 Market Street
Philadelphia, PA 19102
Attention: Larry Smith
TWE HOLDINGS II TRUST
801 West Street, 2nd Floor
Wilmington, DE 19801
Attention: Edith E. Holiday
Ladies and Gentlemen:
Reference is made to that certain Tolling and Optional
Redemption
Agreement, dated as of September 24, 2004,
as amended from time to time (the
"AGREEMENT"), by and among Comcast
Corporation, a Pennsylvania corporation, Time
Warner Cable Inc., a Delaware corporation,
TWE Holdings II Trust, a Delaware
statutory trust, and the other parties
named therein. Capitalized terms used
herein and not otherwise defined shall have
the respective meanings assigned to
them in the Agreement.
The parties hereto agree on behalf of themselves and their
respective Affiliates that the (i) first 20
day period referred to in the second
sentence of Section 7.20(a) of the
Agreement shall be extended to 2
