TRADEMARK LICENSE AGREEMENT

Exhibit 10.1

TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT (hereinafter, “Agreement”) dated as of September 12, 2006 (the “Effective Date”), is entered into by and between Time Warner Inc., a Delaware corporation, located at One Time Warner Center, New York, NY 10019 (hereinafter “Licensor”) and Time Warner Telecom Inc., a Delaware corporation, located at 10475 Park Meadows Drive, Littleton, CO 80124 (hereinafter “Licensee”) and, for the limited purposes set forth in Section 6(c), Time Warner Cable Inc., a Delaware corporation, located at 290 Harbor Drive, Stamford, CT 06902.

WHEREAS, Licensor is the owner of the Marks;

WHEREAS, the Licensed Marks consist of a well-known derivative of the famous Time Warner trademarks, service marks, and trade names;

WHEREAS, Licensee desires to use the Licensed Marks; and

WHEREAS, Licensor and Licensee desire to set forth a written agreement concerning Licensee’s right to use the Licensed Marks;

NOW, THEREFORE, subject to and upon the terms and conditions set forth herein, the parties hereto agree as follows:

1. Definitions: In addition to capitalized terms defined elsewhere in this Agreement, the following terms have the following meanings:

(a) “Control(s)” means the possession, directly or indirectly, of more than 40% of the equity securities or equity interests of an entity or the power to direct or cause the direction of the management and policies of such entity (whether through ownership of securities, partnership interests or other ownership interests, by contract, or otherwise)

(b) “Controlled Subsidiaries” means all of Licensee’s currently existing subsidiaries, which are wholly owned by Licensee (as set forth in Exhibit A) and any future subsidiary formed or acquired by Licensee of which Licensee directly or indirectly owns and controls the management and operation of fifty percent (50%) or more of the outstanding equity interests.

(c) “Composite Marks” means the Licensed Marks when combined or integrated with any Other Symbols. Exhibit B contains a non-exhaustive list of Composite Marks existing as of the Effective Date.

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(d) “Licensed Marks” means, individually and collectively, the TW TELECOM and TWTC trademarks, service marks and trade names.

(e) “Other Symbol(s)” means any words, names, trademarks, service marks, trade names, symbols, distinctive features, items or terms, in each case that do not prior to Licensee’s use thereof constitute Licensor’s intellectual property and that Licensee is not otherwise precluded from using in combination with the Licensed Marks pursuant to the terms of this Agreement.

(f) “Marks” means, individually and collectively, TIME WARNER, TW TELECOM, TWTC and TW trademarks, service marks and trade names.

(g) “Remnants” means the Other Symbols of a Composite Mark.

(h) “Telecommunications Companies” means Alltel, AT&T, Bell South, Cablevision, Century Telecommunication, Charter, Cincinnati Bell, Cingular, Citizens Communication Company (Frontier), Comcast, DirecTV, Echostar, Embarq Corporation, Level 3 Communications, Qwest, Sprint/Nextel, T Mobile, Verizon Wireless, or Verizon or their respective successors, related companies or parent companies.

(i) “Territory” means North America.

(j) “TWC Area” means any geographic area in which Time Warner Cable, Inc., its successors, currently existing subsidiaries thereof (so long as such subsidiaries remain subsidiaries) and any future subsidiaries which are at least fifty percent (50%) owned by Time Warner Cable (for the duration of such ownership and control) is currently delivering video, voice and/or data services to consumers.

2. Grant to Use Licensed Marks

(a) Licensor hereby grants to Licensee and its Controlled Subsidiaries a perpetual, irrevocable (except as set forth in Section 5(b), 5(c), and 10(b)), exclusive (as set forth in Section 2(d)), royalty-free license, subject to the restrictions in Section 3, to use the Licensed Marks in connection with existing and future goods and services offered in connection with its communications and related technologies and services business in the Territory, including, without limitation, in marketing materials, and as product and corporate names. Licensee may sublicense the rights granted hereunder, in accordance with the terms of this Agreement including the obligations of Section 6, to: (i) third

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parties insofar and to the extent they are performing services for or on behalf of Licensee or its Controlled Subsidiaries in the Territory; (ii) separate segregated funds and charitable organizations established by or for Licensee or its Controlled Subsidiaries; and (iii) joint ventures in which Licensee or its wholly owned subsidiaries own at least 50% of the equity interests and control the management and operation pursuant to voting rights, contract or otherwise.

(b) Licensee may create and use Composite Marks under Section 2(a) without obtaining Licensor’s prior consent. Licensee may not create Composite Marks that use Other Symbols, that if used without the Licensed Marks are confusingly similar to Licensor’s existing prior trademark registrations (other than those reserved for Licensee’s use). Licensee will notify Licensor with reasonable promptness (but in all events within 30 days) of first commencing the public use of any Composite Mark. Notwithstanding anything else contained in this Agreement, Licensee will not in any event use the “TW” trademark: (y) on a standalone basis; or (z) in connection with any additional words without also using the “Telecom” or “TC” terms adjacent to the “TW” trademark. Notwithstanding the foregoing, Licensee may place a logo or other non-alphanumeric symbol between the “TW” trademark and the “TC” or “Telecom” terms.

(c) Domain Names.

(i) Licensee may incorporate the Licensed Marks (alone or in Composite Marks) into domain names used by Licensee in conformance with the terms of the license contained in Section 2(a). Licensee may register any such domain name in its own name as agent for Licensor and subject to the terms of this Agreement. Licensor will not interfere with Licensee’s use, administration or promotion of any such domain names and will cooperate with Licensee’s administration, registration and renewal of such domain names during the term of this Agreement and any permitted phase-out period.

(ii) During the term of this Agreement and for one (1) year following the transition period set forth in Section 4(c), Licensor will not use, license or permit any third party to use any domain names registered pursuant to Section 2(c)(i).

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(d) Exclusivity.

(i) During the term of this Agreement , Licensor will not use, or license or permit any party other than Licensee to use “TWTC,” “TW Telecom,” “TW Telecommunications” and “Time Warner Telecommunications” alone or in combination with Other Symbols.

(ii) During the term of this Agreement and for one (1) year following the transition period set forth in Section 5(c), Licensor will not use, or license or permit any third party to use the marks set forth in Section 2(d)(i) and/or any Composite Marks alone or in combination with one or more words.

(e) Except as specifically provided in Sections 2(a), 2(c) and 2(d) above, this Agreement will not in any way limit or restrict Licensor’s right, either by itself or through third parties, to use, promote, license or otherwise exploit the Licensed Marks.

3. Restrictions on Licensee Use

(a) Licensee will not use the Licensed Marks or any Composite Marks in connection with offering, providing or reselling (i) video programming services (including without limitation via on-air broadcast, switched digital video, cable television, multi-channel video, on-line broadcast or video on demand services, but excluding transport services for the foregoing) to business or non-business customers in any TWC Area and/or (ii) wireline or wireless (whether fixed or mobile) voice services (including data services primarily intended for use with handsets or similar devices) to non-business customers in any TWC Area (but may use the Licensed Marks to offer, provide or resell such voice services to business customers (including, without limitation, enterprise customers, organizations and other entities in TWC Areas). Notwithstanding the foregoing, if Licensee provides wireless voice or telephony services to a business account using the Licensed Marks, Licensee may, incidentally in connection with the rendering of services to such account, also make services available to employees, agents and customers of such business account in TWC Areas through directed marketing efforts intended and reasonably calculated to reach only such employees, agents and customers.

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(b) If Licensee acquires a company that provides wireline or wireless (whether fixed or mobile) voice services to non-business customers (subject to Sections 5(a) and 5(b), Licensee may not use the Licensed Marks in connection with such services including, but not limited to, the continued providing, marketing, or billing of such services or servicing of such customers. Notwithstanding the foregoing, Licensee may use the Licensed Marks in an incidental manner in connection with such services (e.g., sending a technician or trucks bearing the Licensed Marks to service such non-business customers).

(c) For purposes of clarity, nothing in this Agreement is intended to prevent Licensee from offering, providing or reselling video programming services to consumers or commercial customers in TWC Areas or from offering, providing or reselling wireline or wireless telephony services to consumers in TWC Areas, in each case if it does so without using the Licensed Marks in connection with such activities (i.e., including as a corporate brand).

4. Composite Marks

(a) At Licensee’s request from time to time, Licensor will promptly and diligently file, prosecute and maintain trademark applications and registrations for Composite Marks in the name of Licensor. Licensee will promptly reimburse Licensor for its reasonable out-of-pocket expenses incurred with such actions.

(b) At Licensee’s request from time to time, Licensor will promptly abandon or cause to be abandoned registrations and applications for registrations for any Composite Marks or other marks filed under Section 4(a) owned by Licensor.

(c) Licensor hereby acknowledges that the Remnants of all Composite Marks are valuable assets belonging to Licensee. Nothing in this Agreement confers any right of ownership to such Remnants in Licensor. Licensee has the right to use and register such Remnants. Licensor acknowledges, and will not at any time challenge, in any way, Licensee’s right to use or register such Remnants, or the validity or Licensee’s ownership of such Remnants. Subject to Licensor’s rights in the Licensed Marks as set forth in Section 7(a), Licensor acknowledges that all rights accruing from Licensor’s possession of trademark applications or registrations that incorporate such Remnants, including without limitation any goodwill, is in trust for and inures to the benefit of Licensee. To

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the extent any rights in and to such Remnants or in the goodwill associated therewith are deemed to accrue to Licensor, Licensor agrees to assign and hereby irrevocably assigns to Licensee any and all such rights and goodwill, at such time as they may be deemed to accrue. Licensor will execute and deliver to Licensee upon Licensee’s request at any time, all documents which are necessary or desirable to secure or preserve Licensee’s rights in such Remnants.

5. Term

(a) This Agreement will commence on the Effective Date and, unless sooner terminated pursuant to the terms of Section 5(b) hereof, will continue for an initial term of 25 years and will automatically renew for additional terms of 10 years each, unless Licensee provides Licensor written notice of non-renewal at least 30 days prior to the end of the then-current term.

(b) Except as otherwise agreed to in writing by Licensor, this Agreement will immediately terminate upon written notice from Licensor if Licensee consummates a transaction which directly or indirectly causes: (i) Control of Licensee to pass to any Telecommunications Companies or (2) more than nineteen point nine percent (19.9%) of the equity securities of Licensee to pass to any entity that has a substantial business of providing local telephony, long distance telephony, cable television or satellite television services to consumers.

(c) If Licensee commences an action or has an order for relief entered against it under the federal bankruptcy laws as now or hereafter constituted or any other federal or state bankruptcy, insolvency or other similar law, or if within one hundred twenty (120) days after the commencement against Licensee of such an action, such action has been consented to or has not been dismissed or all orders or proceedings thereunder affecting the operation of Licensee have not been stayed, or if Licensee fails generally to pay its debts as such debts become due or makes an assignment for the benefit of its creditors, or if Licensee discontinues its business within one hundred twenty (120) days of entry of a decree appointing a trustee or a receiver for Licensee or its business and such appointment has not been vacated, this Agreement will terminate upon written

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notice by Licensor to Licensee. Termination will become effective immediately upon Licensee’s receipt of written notice thereof.

(d) Upon the termination of this Agreement for any reason, Licensee will thereafter have a period of one (1) year from the termination date to phase out all use of the Licensed Marks alone or as used in any Composite Marks. Thereafter, all materials bearing the Licensed Marks alone or used within any Composite Marks in the possession, custody or control of Licensee will be promptly destroyed or otherwise disposed of to the mutual satisfaction of the parties. For purposes of clarity, the p