Stockholders? Agreement

Exhibit 10.2

EXECUTION COPY

September 13, 2006

Time Warner Telecom Inc.

10475 Park Meadows Drive

Littleton, Colorado 80124

Attn: Paul B. Jones

Ladies and Gentlemen:

In accordance with Section 4.1 of that certain Stockholders’ Agreement dated May 10, 1999, as amended, by and among Time Warner Telecom Inc., a Delaware corporation (the “ Company ”), Advance/Newhouse Partnership, a New York general partnership (“ A/N ”), Time Warner Companies, Inc. (“ Time Warner ”) and certain affiliates of Time Warner (as amended, the “ Stockholders’ Agreement ”), Time Warner and A/N hereby request that the Company register the sale of up to 31,625,000 shares of Class A common stock of the Company (the “ Restricted Stock ”) under the Securities Act of 1933, as amended, on the Company’s Registration Statement on Form S-3, File No. 333-132504 (the “ Registration Statement ”), which registration shall count as a Demand Registration (as defined in the Stockholders’ Agreement). The proposed sale under the Registration Statement by Time Warner, either directly or through certain of its affiliates, including Warner Communications Inc. and TW/TAE, Inc. (collectively, the “ Time Warner Group ”), and A/N, either directly or through its affiliates, including Advance Telecom Holdings Corp. and Newhouse Telecom Holdings Corp. (collectively, the “ A/N Group ” and with the Time Warner Group, the “ Class B Stockholders ”), will be effected by means of a secondary underwritten offering of the Restricted Stock (the “ Offering ”). The Time Warner Group hereby selects Deutsche Bank Securities Inc. to serve as the lead bookrunning manager for the Offering and the A/N Group hereby selects JPMorgan Securities Inc. to serve as the co-manager of the Offering.

The Class B Stockholders hereby agree that immediately prior to their conversion of Class B common stock to be sold in the Offering into Restricted Stock on the closing date of the Offering they will deliver a written consent of stockholders to amend and restate the Certificate of Incorporation of the Company in accordance with Exhibit A attached hereto. The Class B Stockholders further agree that immediately prior to their conversion of Class B common stock to be sold in the Offering into Restricted Stock on the closing date of the Offering they will deliver a written consent of stockholders to authorize the Company to amend the Certificate of Incorporation of the Company in accordance with Exhibit B attached hereto. The Company shall file such amendment set forth in Exhibit B prior to July 13, 2007 unless it shall have otherwise changed its corporate name and amended its certificate of incorporation to delete “Time Warner” from its name prior to such date. For avoidance of doubt, the Company hereby agrees that it shall effect the

change of its corporate name (and amendment of its certificate of incorporation) to delete “Time Warner” from its name prior to July 13, 2007.

Each of Time Warner and A/N represents and warrants to the Company that it has the corporate power and authority to act on behalf of the Time Warner Group and the A/N Group, respectively, that this agreement is executed and delivered on behalf of, and is binding upon, each member of the Time Warner Group and the A/N Group, respectively. The Company represents to each of Time Warner and A/N that it has the corporate power and authority to enter into this agreement and that this agreement is executed and delivered on behalf of, and is binding upon, the Company.

This agreement may not be amended or modified in any respect except by an instrument in writing signed by all of the parties hereto. Any failure of any party hereto to comply with any obligation, covenant, agreement or condition contained herein may be waived by the party or parties entitled to the benefits thereof, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

This agreement shall be governed by, and construed in accordance with, the law of the State of New York without reference to choice of law principles, including all matters of construction, validity and performance except to the extent the laws of Delaware are mandatorily applicable.

This agreement may be executed in one or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement.

If you have any questions regarding this request, please let us know.

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

TIME WARNER TELECOM INC.

The undersigned officers of Time Warner Telecom Inc., a Delaware corporation (the “Corporation”), do hereby certify as follows:

(1) The present name of the Corporation is Time Warner Telecom Inc. The Corporation was originally incorporated under the name TW Telecom Merger Corp., and its original certificate of incorporation was filed with the office of the Secretary of State of the State of Delaware on May 4, 1999.

(2) This Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware and by written consent of stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware.

(3) This Restated Certificate of Incorporation restates and integrates and further amends the certificate of incorporation of the Corporation.

(4) The text of the certificate of incorporation of the Corporation is amended and restated so as to read in its entirety as follows:

ARTICLE I

Name

The name of this corporation (hereinafter the “ Corporation ”) is TIME WARNER TELECOM INC.

ARTICLE II

Address; Registered Agent

The address of the Corporation’s registered office in the State of Delaware, New Castle county is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purpose

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ DGCL ”); provided , however , that until the earlier of (i) the date that is five years after the date of filing of this Restated Certificate of Incorporation and (ii) the date on which the outstanding shares of Class B Stock (as defined herein) no longer represent at least fifty percent (50%) of the total voting power in the election of directors of the Corporation (“ Voting Power ”) of all outstanding shares of all classes and series of capital stock of the Corporation entitled generally to vote in such election (“ Voting Stock ”) (the earlier of (i) and (ii) being called the “ Termination Date ”), the Corporation shall not, directly or indirectly (through a subsidiary or affiliate of the Corporation), engage in the business of providing, offering, packaging, marketing, promoting or branding (alone or jointly with or as an agent for other parties) any Residential Services or engage in the business of producing, packaging, distributing, marketing, hosting, offering, promoting, branding or otherwise providing Content Services, unless such action shall be approved in advance by the affirmative vote of the holders of one hundred percent (100%) of the Voting Power of the outstanding shares of Class B Stock, voting separately as a class.

“ Residential Services ” shall mean wireline telecommunications services or other services (including, without limitation, data services) of any nature provided, directly or indirectly, to third party end-users at address locations other than Business Locations. “ Business Locations ” shall mean (i) address locations that are used solely for business purposes, including, without limitation, public spaces within business locations and governmental offices and (ii) hotels, hospitals, jails and the business offices of residential facilities within educational institutions and within nursing and assisted living complexes.

“ Content Services ” means entertainment, information or other content services, whether fixed or interactive, or any services incidental thereto; provided , however , that Content Services shall not include acting solely as a carrier of video, audio or data of unaffiliated third parties by providing transport services, so long as the Corporation has no other direct or indirect pecuniary interest in the transmitted information or content.

ARTICLE IV

Capital Stock

SECTION 1. Authorized Capital Stock. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 459,800,000 shares, consisting of (i) 439,800,000 shares of Common Stock, par value of $0.01 per share (“ Common Stock ”), and (ii) 20,000,000 shares of Preferred Stock, par value of $0.01 per share (“ Preferred Stock ”). The Common Stock shall be divided into classes as follows: 277,300,000 shares of

Class A Common Stock (“ Class A Stock ”) and 162,500,000 shares of Class B Common Stock (“ Class B Stock ”).

SECTION 2. Common Stock. (a) Except as otherwise provided in this Restated Certificate of Incorporation, the Class A Stock and the Class B Stock shall have the same rights and privileges and shall rank equally, share ratably and be identical in all respects as to all matters.

(b) Subject to provisions of law and the terms of any outstanding Preferred Stock, the holders of the Class A Stock and the Class B Stock shall be entitled to receive dividends or other distributions with respect to such stock, in an equal amount per share, at such times and in such amounts as may be determined by the Board and declared out of any funds lawfully available therefor, and shares of Preferred Stock of any series shall not be entitled to share therein except as otherwise expressly provided in the resolution or resolutions of the Board providing for the issue of such series. Dividends and other distributions with respect to the Class A Stock and the Class B Stock shall be payable only when, as and if declared by the Board.

(c) Subject to the provisions of law and the terms of any outstanding Preferred Stock, if at any time a dividend or other distribution with respect to the Class A Stock or Class B Stock is to be paid in shares of Class A Stock, Class B Stock or any other securities of the Corporation or any other corporation, partnership, limited liability company, trust or legal entity (“ Person ”) (hereinafter sometimes called a “ share distribution ”), such share distribution shall be declared and paid only as follows, and share distributions declared and paid as follows shall be deemed to be equal distributions for purposes of the preceding paragraph:

As used herein, the term “ Subsidiary ” means, when used with respect to any Person, (i) a corporation in which such Person and/or one or more Subsidiaries of such Person, directly or indirectly, owns capital stock having a majority of the Voting Power of such corporation’s Voting Stock; and (ii) any other Person (other than a corporation) in which such Person and/or one or more Subsidiaries of such Person, directly or indirectly, has (x) a majority ownership interest or (y) the power to elect or direct the election of a majority of the members of the governing body of such first-named Person.

As used herein, the term “ Convertible Securities ” shall mean any securities of the Corporation (other than any class of Common Stock) that are convertible into, exchangeable for, or evidence the right to purchase any class of Common Stock, whether upon conversion, exercise or exchange, pursuant to anti-dilution provisions of such securities or otherwise.

(d) If the Corporation shall in any manner reclassify, subdivide or combine the outstanding shares of Class A Stock or Class B Stock, the outstanding shares of the other class of Common Stock shall be proportionally reclassified, subdivided or combined in the same manner and on the same basis as the outstanding shares of Class A Stock or Class B Stock, as the case may be, that have been reclassified, subdivided or combined so as to preserve the relative Voting Power of each class and the relative proportion of the equity of the Corporation represented by each class immediately prior to the transaction giving rise to an adjustment pursuant to this paragraph.

(e)

(i) Each share of Class B Stock may at any time be converted into one fully paid and nonassessable share of Class A Stock. Such right shall be exercised by the surrender of the certificate representing such share of Class B Stock to be converted to the

Corporation at any time during normal business hours at the principal executive offices of the Corporation, or if an agent for the registration of transfer of shares of Class B Stock is then duly appointed and acting (said agent being hereinafter called the “ Transfer Agent ”), then at the office of the Transfer Agent, accompanied by a written notice of the election by the holder thereof to convert and (if so required by the Corporation or the Transfer Agent) by instruments of transfer, in form satisfactory to the Corporation and to the Transfer Agent, duly executed by such holder or such holder’s duly authorized attorney, and together with any necessary transfer tax stamps or funds therefor, if required pursuant to subparagraph (v) of this subsection (e).

(ii) As promptly as practicable after the surrender for conversion of a certificate representing shares of Class B Stock in the manner provided in paragraph (i) of this subsection (e) and the payment in cash of any amount required by the provisions of paragraphs (i) and (v) of this subsection (e), the Corporation will deliver or cause to be delivered at the office of the Transfer Agent to or upon the written order of the holder of such certificate, a certificate or certificates representing the number of full shares of Class A Stock issuable upon such conversion, issued in such name or names as such holder may direct. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of the certificates representing shares of Class B Stock, and all rights of the holder of such shares as such holder shall cease at such time and the person or persons in whose name or names the certificate or certificates representing the shares of Class A Stock are to be issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Stock at such time; provided , however , if any such surrender and payment is made on any date when the stock transfer books of the Corporation shall be closed, the person or persons in whose name or names the certificate or certificates representing shares of Class A Stock are to be issued as the record holder or holders thereof shall be treated for all purposes as having become the record holder or holders of such shares immediately prior to the close of business on the next succeeding day on which such stock transfer books are open.

(iii) No adjustments in respect of dividends shall be made upon the conversion of any share of Class B Stock; provided , however , that if a share shall be converted subsequent to the record date for the payment of a dividend or other distribution on shares of Class B Stock but prior to such payment, the registered holder of such share at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such share upon the date set for payment of such dividend or other distribution notwithstanding the conversion thereof or the Corporation’s default in payment of the dividend due on such date.

(iv) The Corporation will at all times reserve and keep available, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Stock, such number of shares of Class A Stock as shall be issuable upon the conversion of all such outstanding shares; provided , however , that nothing contained herein shall be construed

to preclude the Corporation from satisfying its obligations in respect of the conversion of the outstanding shares of Class B Stock by delivery of purchased shares of Class A Stock which are held in the treasury of the Corporation. If any shares of Class A Stock required to be reserved for purposes of conversion hereunder require registration with or approval of any governmental authority under any Federal or state law before such shares of Class A Stock may be issued upon conversion, the Corporation will cause such shares to be duly registered or approved, as the case may be. All shares of Class A Stock which shall be issued upon conversion of the shares of Class B Stock will, upon issue, be fully paid and nonassessable and not subject to any preemptive rights.

(v) The issuance of certificates for shares of Class A Stock upon conversion of shares of Class B Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of the share or shares of Class B Stock converted, the person or persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any transfer involved in such issuance or shal