<PAGE>
                                                                   EXHIBIT:10.15

                                                                  EXECUTION COPY
================================================================================

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   Dated as of

           July 8, 2002 and amended and restated as of March 31, 2003

                                      Among

                              AOL TIME WARNER INC.,

                        AOL TIME WARNER FINANCE IRELAND,
                                  as Borrowers,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

                    BANK OF AMERICA, N.A. AND CITIBANK, N.A.,
                            as Co-Syndication Agents,

                                       and

                       ABN AMRO BANK N.V. AND BNP PARIBAS,
                           as Co-Documentation Agents

                $2,500,000,000 364-DAY REVOLVING CREDIT FACILITY

================================================================================

         J.P. MORGAN SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC,
                  as Joint-Lead Arrangers and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE I Definitions............................................................................................    1

         SECTION 1.01. Defined Terms.............................................................................    1
         SECTION 1.02. Classification of Loans and Borrowings....................................................   22
         SECTION 1.03. Terms Generally...........................................................................   22
         SECTION 1.04. Accounting Terms; GAAP....................................................................   23

ARTICLE II The Credits...........................................................................................   23

         SECTION 2.01. Commitments...............................................................................   23
         SECTION 2.02. Loans and Borrowings......................................................................   24
         SECTION 2.03. Requests for Revolving Borrowings.........................................................   25
         SECTION 2.04. [Intentionally left blank]................................................................   26
         SECTION 2.05. [Intentionally left blank]................................................................   26
         SECTION 2.06. Funding of Borrowings.....................................................................   26
         SECTION 2.07. Interest Elections........................................................................   26
         SECTION 2.08. Termination and Reduction of Commitments..................................................   28
         SECTION 2.09. Repayment of Loans; Evidence of Debt......................................................   28
         SECTION 2.10. Prepayment of Loans.......................................................................   29
         SECTION 2.11. Fees .....................................................................................   29
         SECTION 2.12. Interest..................................................................................   30
         SECTION 2.13. Alternate Rate of Interest................................................................   31
         SECTION 2.14. Increased Costs...........................................................................   32
         SECTION 2.15. Break Funding Payments....................................................................   33
         SECTION 2.16. Taxes ....................................................................................   33
         SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs................................   35
         SECTION 2.18. Mitigation Obligations; Replacement of Lenders............................................   36
         SECTION 2.19. Prepayments Required Due to Currency Fluctuation..........................................   37
         SECTION 2.20. Adoption of the Euro......................................................................   37

ARTICLE III Representations and Warranties.......................................................................   37

         SECTION 3.01. Organization; Powers......................................................................   37
         SECTION 3.02. Authorization; Enforceability.............................................................   38
         SECTION 3.03. Governmental Approvals; No Conflicts......................................................   38
         SECTION 3.04. Financial Condition; No Material Adverse Change...........................................   38
         SECTION 3.05. Properties................................................................................   39
         SECTION 3.06. Litigation and Environmental Matters......................................................   39
         SECTION 3.07. Compliance with Laws and Agreements.......................................................   39
         SECTION 3.08. Government Regulation.....................................................................   39
         SECTION 3.09. Taxes ....................................................................................   39
         SECTION 3.10. ERISA ....................................................................................   40
         SECTION 3.11. Disclosure................................................................................   40
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                <C>
ARTICLE IV Conditions............................................................................................   40

         SECTION 4.01. Amendment Effective Date..................................................................   40
         SECTION 4.02. Each Credit Event.........................................................................   41

ARTICLE V Affirmative Covenants..................................................................................   42

         SECTION 5.01. Financial Statements and Other Information................................................   42
         SECTION 5.02. Notices of Material Events................................................................   43
         SECTION 5.03. Existence; Conduct of Business............................................................   44
         SECTION 5.04. Payment of Obligations....................................................................   44
         SECTION 5.05. Maintenance of Properties; Insurance......................................................   44
         SECTION 5.06. Books and Records; Inspection Rights......................................................   44
         SECTION 5.07. Compliance with Laws......................................................................   45
         SECTION 5.08. Use of Proceeds...........................................................................   45
         SECTION 5.09. Fiscal Periods; Accounting................................................................   45

ARTICLE VI Negative Covenants....................................................................................   45

         SECTION 6.01. Financial Covenants.......................................................................   45
         SECTION 6.02. Indebtedness..............................................................................   45
         SECTION 6.03. Liens.....................................................................................   46
         SECTION 6.04. Mergers, Etc. ............................................................................   47
         SECTION 6.05. Investments...............................................................................   48
         SECTION 6.06. Restricted Payments.......................................................................   48
         SECTION 6.07. Transactions with Affiliates..............................................................   48
         SECTION 6.08. Unrestricted Subsidiaries.................................................................   48

ARTICLE VII Events of Default....................................................................................   49

ARTICLE VIII The Agents..........................................................................................   51

ARTICLE IX Miscellaneous.........................................................................................   53

         SECTION 9.01. Notices...................................................................................   53
         SECTION 9.02. Waivers; Amendments.......................................................................   54
         SECTION 9.03. Expenses; Indemnity; Damage Waiver........................................................   55
         SECTION 9.04. Successors and Assigns....................................................................   56
         SECTION 9.05. Survival..................................................................................   58
         SECTION 9.06. Counterparts; Integration; Effectiveness..................................................   58
         SECTION 9.07. Severability..............................................................................   59
         SECTION 9.08. Right of Setoff...........................................................................   59
         SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process................................   59
         SECTION 9.10. WAIVER OF JURY TRIAL......................................................................   59
         SECTION 9.11. Headings..................................................................................   60
         SECTION 9.12. Confidentiality...........................................................................   60
         SECTION 9.13. Acknowledgements..........................................................................   60
         SECTION 9.14. Judgment Currency.........................................................................   61
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                <C>
         SECTION 9.15. Loans to Borrowers Separate Credit Facility...............................................   61

SCHEDULES:

Schedule 1.01 - Mandatory Cost Rate
Schedule 2.01 - Commitments
Schedule 2.03(A) - Borrowing Notice/Interest Election Notice/Prepayment Notice
Schedule 2.03(B) - Authorized Account Numbers & Locations
Schedule 6.08 - Unrestricted Subsidiaries
Schedule 8 - List of Proper Persons

EXHIBITS:

Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Primary Guarantee
</TABLE>

                                       iii

<PAGE>

                  AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT (as further
amended, supplemented or otherwise modified from time to time, this "Agreement")
dated as of July 8, 2002 and amended and restated as of March 31, 2003, among
AOL TIME WARNER INC., a Delaware corporation ("AOLTW"), and AOL TIME WARNER
FINANCE IRELAND, a corporation of the Republic of Ireland ("AOLTWFI"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), BANK OF AMERICA, N.A. and CITIBANK, N.A., as
co-syndication agents (in such capacity, the "Co-Syndication Agents"), ABN AMRO
BANK N.V. and BNP PARIBAS, as co-documentation agents (in such capacity, the
"Co-Documentation Agents") and JPMORGAN CHASE BANK, as administrative agent (in
such capacity, the "Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, AOLTW, AOLTWFI, Time Warner Entertainment, Company
L.P., a Delaware limited partnership ("TWE"), Time Warner
Entertainment-Advance/Newhouse Partnership, a New York general partnership
("TWEAN"), the Lenders, the Co-Syndication Agents, the Co-Documentation Agents
and the Administrative Agent are parties to a 364-Day Credit Agreement, dated as
of July 8, 2002 (the "Existing Credit Agreement");

                  WHEREAS, AOLTW, AOLTWFI, TWE and TWEAN have requested that the
Lenders (under and as defined in, for this purpose only, the Existing Credit
Agreement), agree to re-evidence the rights and obligations of AOLTW and AOLTWFI
under the Existing Credit Agreement and to certain amendments to the Existing
Credit Agreement on the terms set forth in this Agreement;

                  WHEREAS, the Lenders (pursuant to and as defined in, for this
purpose only, the Existing Credit Agreement) by executing and delivering lender
consent letters, dated as of the date hereof (collectively, the "Lender
Consent"), have agreed to such amendments on the terms and conditions set forth
in this Agreement and have authorized the Administrative Agent to enter into
this Agreement in accordance with Section 9.02(b) of the Existing Credit
Agreement;

                  ACCORDINGLY, it is agreed that on the Amendment Effective Date
(as defined herein) the rights and obligations of AOLTW and AOLTWFI under the
Existing Credit Agreement shall be amended and re-evidenced as follows:

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.     Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

                  "ABR" when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "Adjusted Financial Statements" means, for any period, (a) the
balance sheet of AOLTW and its Restricted Subsidiaries (treating Unrestricted
Subsidiaries as equity investments

<PAGE>

                                                                               2

of AOLTW to the extent that such Unrestricted Subsidiaries would not otherwise
be treated as equity investments of AOLTW in accordance with GAAP) as of the end
of such period and (b) the related statements of operations and stockholders
equity for such period and, if such period is not a fiscal year, for the then
elapsed portion of the fiscal year (treating Unrestricted Subsidiaries as equity
investments of AOLTW to the extent that such Unrestricted Subsidiaries would not
otherwise be treated as equity investments of AOLTW in accordance with GAAP).

                  "Adjusted LIBO Rate" means, with respect to any Eurocurrency
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next Basis Point) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Administrative Agent" means JPMorgan Chase Bank, together
with its affiliates, as an arranger of the Commitments and as administrative
agent for the Lenders hereunder, together with any of its successors pursuant to
Article VIII.

                  "Administrative Questionnaire" means, with respect to each
Lender, an Administrative Questionnaire in a form supplied by the Administrative
Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified;
provided, that two or more Persons shall not be deemed Affiliates because an
individual is a director and/or officer of each such Person.

                  "Agents" means the Co-Syndication Agents, the Co-Documentation
Agents and the Administrative Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Amendment Effective Date" means the date on which the
conditions specified in Section 4.01 are satisfied.

                  "America Online" means America Online, Inc., a Delaware
corporation.

                  "AOLTW" has the meaning assigned to such term in the preamble
hereto.

                  "AOLTWFI" has the meaning assigned to such term in the
preamble hereto.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the sum total of the Commitments which is represented by such
Lender's Commitment. If all the Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments.

                  "Applicable Rate" means, for any day, with respect to the
Facility Fee payable hereunder the applicable rate per annum set forth below
expressed in Basis Points under the caption "Facility Fee Rate" based upon the
senior unsecured long-term debt credit rating

<PAGE>

                                                                               3

assigned by Moody's and S&P, respectively, applicable on such date to AOLTW, and
with respect to any Loan (other than an ABR Loan), the applicable rate per annum
set forth below expressed in Basis Points under the caption "Loan (other than
ABR Loans) Spread" based upon the senior unsecured long-term debt credit rating
(or an equivalent thereof) (in each case, a "Rating") assigned by Moody's and
S&P, respectively, applicable on such date to AOLTW:

<TABLE>
<CAPTION>
====================================================================
                            LOAN (OTHER THAN
       RATINGS                 ABR LOANS)              FACILITY FEE
    S&P / MOODY'S                SPREAD                    RATE
--------------------------------------------------------------------
<S>                         <C>                        <C>
     Category A
       A / A2                     37.0                     8.0

--------------------------------------------------------------------
     Category B
       A- / A3                    41.0                     9.0

--------------------------------------------------------------------
     Category C
     BBB+ / Baa1                  52.5                    10.0

--------------------------------------------------------------------
     Category D
     BBB / Baa2                   62.5                    12.5

--------------------------------------------------------------------
     Category E
     BBB- / Baa3                  70.0                    17.5

--------------------------------------------------------------------
     Category F
Lower than BBB- /Baa3            100.0                    25.0

====================================================================
</TABLE>

                  For purposes of determining the Applicable Rate, (a) if either
Moody's or S&P shall not have in effect a relevant Rating (other than by reason
of the circumstances referred to in clause (c) of this definition), then the
Rating assigned by the other rating agency shall be used; (b) if the relevant
Ratings assigned by Moody's and S&P shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two Ratings unless one of
the two Ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next below
that of the higher of the two ratings; (c) if either rating agency shall cease
to assign a relevant Rating solely because AOLTW elects not to participate or
otherwise cooperate in the ratings process of such rating agency, the Applicable
Rate shall not be less than that in effect immediately before such rating
agency's Rating for AOLTW became unavailable; and (d) if the relevant Ratings
assigned by Moody's or S&P shall be changed (other than as a result of a change
in the rating system of Moody's or S&P), such change shall be effective as of
the date on which it is first announced by the applicable rating agency. Each
change in the Applicable Rate shall apply during the period commencing on the
effective date of such change and ending on the date immediately preceding the
effective date of the next such change. If the rating system of Moody's or S&P
shall change, or if either such rating agency shall cease to be in the business
of rating corporate debt obligations, AOLTW and the Lenders shall negotiate in
good faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency, and, pending the
effectiveness of

<PAGE>

                                                                               4

any such amendment, the Applicable Rate shall be determined by reference to the
rating most recently in effect prior to such change or cessation; provided that,
if AOLTW elects to extend the Maturity Date of the Revolving Loans outstanding
on the Commitment Termination Date pursuant to Section 2.09(f), each of the
applicable rates per annum set forth above in Basis Points under the caption
"Loan (other than ABR Loans) Spreads" shall be increased by 25 Basis Points for
the period that such Revolving Loans remain outstanding subsequent to the
Initial Maturity Date.

                  "Arrangers" means J.P. Morgan Securities Inc. and Banc of
America Securities LLC.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in substantially the form of Exhibit A.

                  "Availability Period" means the period from and including the
Effective Date to but excluding the Commitment Termination Date.

                  "Basis Point" means 1/100th of 1%.

                  "Base Rate" means (a) with respect to Dollar denominated
Loans, the Alternative Base Rate, (b) with respect to Pound Sterling denominated
Loans, the Pound Sterling Overnight Rate, and (c) with respect to Euro
denominated Loans, the Euro Overnight Rate.

                  "Board" means the Board of Governors of the Federal Reserve
System of the United States.

                  "Borrower" means each of AOLTW and AOLTWFI.

                  "Borrowing" means Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans
or TIBOR Loans, as to which a single Interest Period is in effect.

                  "Borrowing Request" means a request by a Borrower for a
Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, (a) when used in connection with a
Eurocurrency Loan or a Base Rate Loan (other than an ABR Loan), the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in deposits in the applicable currency in the London interbank market,
(b) when used in connection with any Loan denominated in Euro, the term
"Business Day" shall also exclude any day on which the TARGET payment system is
not open for the settlement of payment in Euro and (c) when used in connection
with any Loan denominated in Yen, the term "Business Day" shall also exclude any
day on which banks are not open for dealings in deposits in Yen in the interbank
market in Tokyo.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use)

<PAGE>

                                                                               5

real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance sheet
of such Person under GAAP, and the amount of such obligations shall be the
capitalized amount thereof determined in accordance with GAAP.

                  "Capital Stock" means, with respect to any Person, any and all
shares, partnership interests or other equivalents (however designated and
whether voting or non-voting) of such Person's equity, whether outstanding on
the date hereof or hereafter issued, and any and all equivalent ownership
interests in a Person (other than a corporation) and any and all rights,
warrants or options to purchase or acquire or exchangeable for or convertible
into such shares, partnership interests or other equivalents.

                  "Cash Equivalents" means (a) securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) that (i) have maturities of not more than
six months from the date of acquisition thereof or (ii) are subject to a
repurchase agreement with an institution described in clause (b)(i) or (ii)
below exercisable within six months from the date of acquisition thereof, (b)
U.S. Dollar-denominated and Eurocurrency time deposits, certificates of deposit
and bankers' acceptances of (i) any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (ii) any bank
whose short-term commercial paper rating from S&P is at least A-2 or the
equivalent thereof, from Moody's is at least P-2 or the equivalent thereof or
from Fitch is at least F-2 or the equivalent thereof (any such bank, an
"Approved Lender"), in each case with maturities of not more than six months
from the date of acquisition thereof, (c) commercial paper and variable and
fixed rate notes issued by any Lender or Approved Lender or by the parent
company of any Lender or Approved Lender and commercial paper and variable rate
notes issued by, or guaranteed by, any industrial or financial company with a
short-term commercial paper rating of at least A-2 or the equivalent thereof by
S&P or at least P-2 or the equivalent thereof by Moody's or at least F-2 or the
equivalent thereof by Fitch, and in each case maturing within six months after
the date of acquisition thereof, (d) securities with maturities of one year or
less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or
taxing authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are
rated at least A by S&P or A by Moody's, (e) securities with maturities of six
months or less from the date of acquisition backed by standby letters of credit
issued by any Lender or any commercial bank satisfying the requirements of
clause (b) of this definition, (f) tax-exempt commercial paper of U.S.
municipal, state or local governments rated at least A-2 or the equivalent
thereof by S&P or at least P-2 or the equivalent thereof by Moody's or at least
F-2 or the equivalent thereof by Fitch and maturing within six months after the
date of acquisition thereof, (g) shares of money market mutual or similar funds
sponsored by any registered broker dealer or mutual fund distributor, (h)
repurchase obligations entered into with any bank meeting the qualifications of
clause (b) above or any registered broker dealer whose short-term commercial
paper rating from S&P is at least A-2 or the equivalent thereof or from Moody's
is at least P-2 or the equivalent thereof or from Fitch is at least F-2 or the
equivalent thereof, having a term of not more than 30 days, with respect to
securities issued or fully guaranteed or insured by the United States government
or residential whole loan mortgages, and (i) demand deposit accounts maintained
in the ordinary course of business.

<PAGE>

                                                                               6

                  "Change in Control" means either (a) a Person or "group"
(within the meaning of Section 13(d) and 14(d) of the Exchange Act) acquiring or
having beneficial ownership (it being understood that a tender of shares or
other equity interests shall not be deemed acquired or giving beneficial
ownership until such shares or other equity interests shall have been accepted
for payment) of securities (or options to purchase securities) having a majority
or more of the ordinary voting power of AOLTW (including options to acquire such
voting power) or (b) persons who are directors of AOLTW as of the date hereof or
persons designated or approved by such directors ceasing to constitute a
majority of the board of directors of AOLTW.

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive of
any Governmental Authority made or issued after the date of this Agreement.

                  "Co-Documentation Agents" has the meaning set forth in the
preamble hereto.

                  "Co-Syndication Agents" has the meaning set forth in the
preamble hereto.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and/or to acquire
participations in Yen Loans hereunder, expressed as an amount representing the
maximum aggregate permitted amount of such Lender's Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.08 or Section 2.18 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
amount of each Lender's Commitment as of the Amendment Effective Date is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Commitment, as applicable.

                  "Commitment Termination Date" means the earlier of (a) the
Business Day immediately preceding the first anniversary of the Effective Date
and (b) the date on which the Commitments shall terminate in their entirety in
accordance with the provisions of this Agreement.

                  "Commitment Utilization Percentage" means on any day the
percentage equivalent to a fraction (a) the numerator of which is the sum of the
aggregate outstanding Revolving Credit Exposure of the Lenders under the
Facilities (as modified or replaced from time to time) then in effect in the
aggregate, and (b) the denominator of which is the sum of the aggregate amount
of the Commitments of the Lenders then in effect under the Facilities (as
modified or replaced from time to time) then in effect in the aggregate;
provided that on any day subsequent to (i) the Initial Maturity Date if AOLTW
has delivered a Term Out Notice pursuant to Section 2.09(f), the aggregate
amount of the Commitments of the Lenders under this Agreement for purposes of
this definition shall be the aggregate amount of the outstanding Revolving
Credit Exposure of the Lenders and (ii) the Initial Maturity Date (under and as
defined in the TWC 364-Day Credit Agreement) if a Term Out Notice has been
delivered pursuant to Section 2.09(f) of the TWC 364-Day Credit Agreement, the
aggregate amount of the

<PAGE>

                                                                               7

Commitments of the Lenders thereunder for purposes of this definition shall be
the aggregate amount of the outstanding Revolving Credit Exposure of the Lenders
thereunder.

                  "Companies" means each of the Credit Parties and their
respective Restricted Subsidiaries, collectively; and "Company" means any of
them.

                  "Conduit Lender" means any special purpose corporation
organized and administered by any Lender for the purpose of making Loans
otherwise required to be made by such Lender and designated by such Lender in a
written instrument, subject to the consent of AOLTW (which consent shall not be
unreasonably withheld); provided, that the designation by any Lender of a
Conduit Lender shall not relieve the designating Lender of any of its
obligations to fund a Loan under this Agreement if, for any reason, its Conduit
Lender fails to fund any such Loan, and the designating Lender (and not the
Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be
entitled to receive any greater amount pursuant to Section 2.14, 2.15, 2.16 or
9.03 than the designating Lender would have been entitled to receive in respect
of the Loans made by such Conduit Lender or (b) be deemed to have any
Commitment. The making of a Loan by a Conduit Lender hereunder shall utilize the
Commitment of a designating Lender to the same extent, and as if, such Loan were
made by such designating Lender.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income of AOLTW and its Restricted Subsidiaries for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income of AOLTW and its Restricted Subsidiaries for such
period, the sum of (a) income tax expense, (b) interest expense, amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense (excluding amortization of film inventory
that does not constitute amortization of purchase price amortization), (d)
amortization of intangibles (including, but not limited to, goodwill) and
organization costs (excluding amortization of film inventory that does not
constitute amortization of purchase price amortization), (e) any extraordinary,
unusual or non-recurring non-cash expenses or losses (including, whether or not
otherwise includable as a separate item in the statement of such Consolidated
Net Income for such period, non-cash losses on sales of assets outside of the
ordinary course of business), and (f) minority interest expense in respect of
preferred stock of Subsidiaries of AOLTW, and minus, to the extent included in
the statement of such Consolidated Net Income for such period, the sum of (a)
interest income and (b) any extraordinary, unusual or non-recurring income or
gains (including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business), all as determined on a
consolidated basis.

                  "Consolidated Interest Coverage Ratio" means, for any period,
the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
Interest Expense for such period.

                  "Consolidated Interest Expense" means, for any period, total
cash interest expense (including that attributable to Capital Lease Obligations)
of AOLTW and its Restricted Subsidiaries for such period with respect to all
outstanding Indebtedness of AOLTW and its

<PAGE>

                                                                               8

Restricted Subsidiaries (other than the amount amortized during such period in
respect of all fees paid in connection with the incurrence of such
Indebtedness), such expense to be determined on a consolidated basis in
accordance with GAAP).

                  "Consolidated Leverage Ratio" means, as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (or loss) of any Person and its consolidated
Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided that there shall be excluded, without duplication (a) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary of such
Person or is merged into or consolidated with such Person or any of its
Subsidiaries or that such other Person's assets are acquired by such Person or
any of its Subsidiaries, (b) the income (or deficit) of any Person (other than
(i) in the case of such Person, a Restricted Subsidiary and (ii) in the case of
any other Person, a Subsidiary of such Person) in which such Person or any of
its Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by such Person (or (i) in the case of such Person,
its Restricted Subsidiary and (ii) in the case of any other Person, its
Subsidiary) in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of such Person to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of its charter or any agreement or
instrument (other than any Credit Document), judgment, decree, order, statute,
rule, governmental regulation or other requirement of law applicable to such
Subsidiary; provided that the income of any Subsidiary of such Person shall not
be excluded by reason of this clause (c) so long as such Subsidiary guarantees
the Obligations of such Person.

                  "Consolidated Total Assets" means at any date, all amounts
that would, in conformity with GAAP, be included on a consolidated balance sheet
of AOLTW and its Subsidiaries under total assets at such date; provided that
such amounts shall be calculated in accordance with Section 1.04.

                  "Consolidated Total Debt" means, at any date, the aggregate
principal amount of Indebtedness of AOLTW and its Restricted Subsidiaries minus
(a) the aggregate principal amount of any such Indebtedness that is payable
either by its terms or at the election of the obligor in equity securities of
AOLTW or the proceeds of options in respect of such equity securities, (b) the
aggregate amount of any Stock Option Loans, (c) the aggregate principal amount
of Film Financings and (d) the aggregate amount of cash and Cash Equivalents
held by AOLTW or any of its Restricted Subsidiaries in excess of $200,000,000,
all determined on a consolidated basis in accordance with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Copyright Liens" means any Liens granted by any Borrower or
any of its Subsidiaries on copyrights relating to movies or other programming,
which movies or other programming are subject to one or more contracts entitling
such Borrower or such Subsidiary to future payments in respect of such movies or
other programming and which contractual rights to

<PAGE>

                                                                               9

future payments are to be transferred by such Borrower or Subsidiary to a
special purpose Subsidiary of such Borrower or Subsidiary organized for the
purpose of monetizing such rights to future payments, provided that such Liens
(a) are granted directly or indirectly for the benefit of the special purpose
Subsidiary and/or the Persons who purchase such contractual rights to future
payments from such special purpose Subsidiary and (b) extend only to the
copyrights for the movies or other programming subject to such contracts for the
purpose of permitting the completion, distribution and exhibition of such movies
or other programming.

                  "Credit Documents" means this Agreement, the Primary Guarantee
and each Note.

                  "Credit Parties" means the Borrowers and the Guarantors; and
"Credit Party" means any of them.

                  "Currency" means Dollars or any Optional Currency.

                  "Default" means any event or condition which constitutes an
Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.

                  "Defaulting Lender" means any Lender which fails to make any
Loan required to be made by it in accordance with the terms and conditions of
this Agreement.

                  "Dollar Equivalent" means, on any date of determination, (a)
with respect to any amount denominated in Dollars, such amount, and (b) with
respect to an amount denominated in any Optional Currency, the equivalent in
Dollars of such amount determined by the Administrative Agent in accordance with
normal banking industry practice using the Exchange Rate on the date of
determination of such equivalent. In making any determination of the Dollar
Equivalent (for purposes of calculating the amount of Loans to be borrowed from
the respective Lenders on any date or for any other purpose), the Administrative
Agent shall use the relevant Exchange Rate in effect on the date on which the
applicable Borrower delivers a Borrowing Request (which, in accordance with
Section 2.03, may be telephonic) for Loans or on such other date upon which a
Dollar Equivalent is required to be determined pursuant to the provisions of
this Agreement. As appropriate, amounts specified herein as amounts in Dollars
shall be or include any relevant Dollar Equivalent amount.

                  "Dollars" or "$" refers to lawful money of the United States.

                  "Effective Date" means July 8, 2002.

                  "EMU" means the Economic and Monetary Union as contemplated in
the Treaty.

                  "EMU Legislation" means the legislative measures of the
European Council (including without limitation the European Council regulations)
for the introduction of, changeover to or operation of the Euro in one or more
member states.

                  "Environmental Law" means all applicable and binding laws,
rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
or agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment,

<PAGE>

                                                                              10

preservation or reclamation of natural resources, the management, release or
threatened release of any Hazardous Material or to health and safety matters.

                  "Environmental Liability" means any liability, contingent or
otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of any Borrower or any of its
Subsidiaries directly or indirectly resulting from or based upon (a) a violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) the exposure to
any Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as amended from time to time.

                  "ERISA Affiliate" means, with respect to any Borrower, any
trade or business (whether or not incorporated) that, together with such
Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or in Section
303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by any Credit Party or any of its
ERISA Affiliates of any unfunded liability under Title IV of ERISA with respect
to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA
Affiliate from the PBGC or a Plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by any Credit Party or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; (g) the receipt by any Credit Party or any ERISA
Affiliate of any notice concerning the imposition on such entity of Withdrawal
Liability or a determination that a Multiemployer Plan with respect to which
such entity is obligated to contribute or is otherwise liable is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA;
or (h) the occurrence, with respect to a Plan or a Multiemployer Plan, of a
nonexempt "prohibited transaction" (within the meaning of Section 4975 of the
Code or Section 406 of ERISA) which could reasonably be expected to result in
liability to a Credit Party.

                  "Euro" and "(euro)" means the single currency of Participating
Member States introduced in accordance with the provision of Article 123 of the
Treaty and, in respect of all payments to be made under this Agreement in Euro,
means immediately available, freely transferable funds in such currency.

                  "Eurocurrency," when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the Adjusted LIBO
Rate.

<PAGE>

                                                                              11

                  "Euro Overnight Rate" means, for any day, the sum of (a) the
average of the rates per annum quoted at approximately 11:00 a.m., London time,
to leading banks in the European interbank market by the Reference Banks for the
offering of overnight deposits in Euro plus (b) the Applicable Rate. The
Administrative Agent shall determine the Euro Overnight Rate by obtaining quotes
from the Reference Banks, and if any such Reference Bank fails to timely provide
such quote for any day, then the Euro Overnight Rate for such day shall be
determined by the average based on the quotes from the Reference Banks that
provided quotes on that day.

                  "Event of Default" has the meaning assigned to such term in
Article VII.

                  "Exchange Act" means the Securities and Exchange Act of 1934,
as amended.

                  "Exchange Rate" means, with respect to any Optional Currency
on a particular date, the rate at which such Optional Currency may be exchanged
into Dollars, as set forth at 11:00 a.m. London time on such date on the
applicable Reuters Screen page with respect to such Optional Currency. In the
event that such rate does not appear on the applicable Reuters currency page,
the Exchange Rate with respect to such Optional Currency shall be determined by
reference to such other publicly available service for displaying exchange rates
as may be agreed upon by the Administrative Agent and AOLTW or, in the absence
of such agreement, such Exchange Rate shall instead be the spot rate of exchange
of the Administrative Agent in the London interbank or other market where its
foreign currency exchange operations in respect of such Optional Currency are
then being conducted, at or about 11:00 a.m., London time, at such date for the
purchase of Dollars with such Optional Currency, for delivery two Business Days
later; provided, however, that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of any Credit Party hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction described
in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee
pursuant to a request by AOLTW under Section 2.18(b)), any withholding tax (i)
that is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement or designates a new lending
office or (ii) is attributable to such Foreign Lender's failure or inability to
comply with Section 2.16(e), except to the extent that such Foreign Lender (or
its assignor, if any) was entitled, at the time of such designation of a new
lending office or assignment, to receive additional amounts from such Credit
Party with respect to such withholding tax pursuant to Section 2.16(a) and (d)
in the case of a Lender that is a U.S. Person, any withholding tax that is
attributable to the Lender's failure to comply with Section 2.16(f).

                  "Existing Credit Agreement" has the meaning assigned to such
term in the recitals to this Agreement.

<PAGE>

                                                                              12

                  "Extended Maturity Date" means the date that is the second
anniversary of the Initial Maturity Date.

                  "Facilities" means the credit facilities extended pursuant to
this Agreement, the Five-Year Credit Agreement and the TWC 364-Day Credit
Agreement.

                  "Facility Fee" has the meaning assigned to such term in
Section 2.11(a).

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next Basis Point) of the
rates on overnight Federal funds transactions with members of the United States
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next Basis Point) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Film Financing" means, without duplication, monetary
obligations arising out of transactions in which so-called tax-based financing
groups or other third-party investors provide financing for the acquisition,
production or distribution of motion pictures, television programs, sound
recordings or books or rights with respect thereto in exchange, in part, for
certain tax or other benefits which are derived from such motion pictures,
television programs, sound recordings, books or rights; provided that no such
monetary obligations shall have, directly or indirectly, recourse (including by
way of setoff) to any Borrower or any Restricted Subsidiary or any of its assets
other than to the profits or distribution rights related to such motion
pictures, television programs, sound recordings, books or rights and other than
to a Subsidiary of Warner Communications Inc. or TBS substantially all of the
assets of which consist of the motion pictures, television programs, sound
recordings, books or rights which are the subject of such transaction and
related cash and Cash Equivalents.

                  "Financial Officer" means, with respect to any Person, the
chief financial officer, principal accounting officer, treasurer or controller
of such Person.

                  "Fitch" means Fitch, Inc.

                  "Five-Year Credit Agreement" means the Five-Year Credit
Agreement, dated as of July 8, 2002, among AOLTW, AOLTWFI, TWE, TWEAN, the
lenders referred to therein, Bank of America, N.A. and Citibank, N.A., as
Co-Syndication Agents, ABN AMRO Bank N.V. and BNP Paribas, as Co-Documentation
Agents, and JPMorgan Chase Bank, as Administrative Agent, as amended by the
First Amendment, dated as of the date hereof, and as further amended,
supplemented or otherwise modified from time to time.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the applicable Borrower is
located. For purposes of this definition, the United States, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "Franchise" means, with respect to any Person, a franchise,
license, authorization or right to construct, own, operate, manage, promote,
extend or otherwise utilize any cable television distribution system operated or
to be operated by such Person or any of its Subsidiaries

<PAGE>

                                                                              13

granted by any Governmental Authority, but shall not include any such franchise,
license, authorization or right that is incidentally required for the purpose of
installing, constructing or extending a cable television system.

                  "GAAP" means generally accepted accounting principles in the
United States.

                  "Governmental Authority" means the government of the United
States, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                  "Guarantee Obligations" of or by any Person (the "guarantor")
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of)
any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such
Indebtedness of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or (d) as
an account party in respect of any letter of credit or letter of guaranty issued
to support such Indebtedness; provided, that the term Guarantee Obligations
shall not include endorsements for collection or deposit in the ordinary course
of business.

                  "Guarantors" means (a) with respect to the Obligations of
AOLTW, (i) directly, America Online and Time Warner, (ii) indirectly, TBS and
TWCI who shall guarantee the guarantee obligations of Time Warner and (iii) any
other Person that becomes and remains a party to the Primary Guarantee after the
Effective Date, and (b) with respect to the Obligations of AOLTWFI, AOLTW and
the Guarantors listed in clause (a) above.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person (but not including
synthetic or operating leases), (e) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business and payment obligations of
such Person pursuant to agreements entered into in the ordinary course of
business, which payment obligations are contingent on another Person's
satisfactory provision of services or products), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or

<PAGE>

                                                                              14

otherwise, to be secured by) any Lien (other than a Copyright Lien or Liens on
interests or Investments in Unrestricted Subsidiaries) on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed (but only to the extent of the lesser of the fair market value of
the property subject to such Lien and the amount of such Indebtedness), (g) all
Guarantee Obligations of such Person with respect to Indebtedness of others
(except to the extent that such Guarantee Obligation guarantees Indebtedness of
a Restricted Subsidiary), (h) all Capital Lease Obligations of such Person, (i)
all obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit (but only to the extent of all drafts drawn
thereunder) and (j) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. Notwithstanding the foregoing, Indebtedness
shall not include (i) any obligation of such Person to guarantee performance of,
or enter into indemnification agreements with respect to, obligations, entered
into in the ordinary course of business, under any and all Franchises, leases,
performance bonds, franchise bonds and obligations to reimburse drawings under
letters of credit issued in lieu of performance or franchise bonds, (ii)
completion bonds or guarantees or indemnities of a similar nature issued in the
ordinary course of business in connection with the production of motion pictures
and video and television programming or (iii) obligations to make Tax
Distributions. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other contractual relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Initial Maturity Date" means the Business Day immediately
preceding the first anniversary of the Effective Date.

                  "Interest Election Request" means a request by a Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any Base
Rate Loan, the last day of each March, June, September and December and (b) with
respect to any Eurocurrency Loan or TIBOR Loan, as the case may be, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurocurrency Borrowing or TIBOR Borrowing, as the case may
be, with an Interest Period of more than three months' duration, each day that
is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period.

                  "Interest Period" means with respect to any Eurocurrency
Borrowing or TIBOR Borrowing, as the case may be, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is (a) one, two, three or six months (or, with the consent
of each Lender, a shorter period) thereafter, as the applicable Borrower may
elect or (b) one month thereafter, if the applicable Borrower has made no
election, provided, that (i) if any Interest Period would end on a day other
than a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to such a
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest

<PAGE>

                                                                              15

Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, in the case of a Revolving
Borrowing, thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.

                  "Investment" by any Person means any direct or indirect (a)
loan, advance or other extension of credit or contribution to any other Person
(by means of transfer of cash or other property to others, payments for property
or services for the account or use of others, mergers or otherwise), (b)
purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities (including any option, warrant or other right to acquire any of the
foregoing) or evidences of Indebtedness issued by any other Person (whether by
merger, consolidation, amalgamation or otherwise and whether or not purchased
directly from the issuer of such securities or evidences of Indebtedness), (c)
purchase or acquisition (in one transaction or a series of transactions) of any
assets of any other Person constituting a business unit and (d) all other items
that would be classified as investments on a balance sheet of such Person
prepared in accordance with GAAP. Investments shall exclude extension of trade
credit and advances to customers and suppliers to the extent made in the
ordinary course of business and in accordance with customary industry practice.

                  "Lender Affiliate" means, (a) with respect to any Lender, (i)
an Affiliate of such Lender or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged in making, purchasing, holding
or otherwise investing in bank loans and similar extensions of credit in the
ordinary course of its business and is administered or managed by a Lender or an
Affiliate of such Lender and (b) with respect to any Lender that is a fund which
invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed by the
same investment advisor as such Lender or by an Affiliate of such investment
advisor.

                  "Lender Consent" has the meaning assigned to such term in the
recitals to this Agreement.

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance.

                  "LIBO Rate" means, (a) with respect to any Eurocurrency
Borrowing denominated in Pounds or Dollars for any Interest Period, the rate
appearing on Page 3740 or Page 3750, as the case may be, of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to Pound or Dollar deposits (as applicable) in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period (or, in the case of
Pounds, on the first day of such Interest Period), as the rate for Pound or
Dollar deposits, as applicable, with a maturity comparable to such Interest
Period and (b) with respect to any Eurocurrency Borrowing denominated in Euro
for any Interest Period, the rate appearing on Page 248 of the Telerate Service
(it being understood that this rate is the Euro interbank offered rate (known as
the "EURIBOR Rate") sponsored by the Banking Federation of the European Union
(known as the "FBE") and the Financial Markets Association (known as the

<PAGE>

                                                                              16

"ACI")) at approximately 10:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for deposits in Euro with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurocurrency Borrowing for such Interest Period shall be the rate per annum
(rounded upwards, if necessary, to the next Basis Point) equal to the arithmetic
average of the rates at which deposits in Dollars or the applicable Optional
Currency approximately equal in principal amount to the Dollar Equivalent of
$5,000,000 and for a maturity comparable to such Interest Period are offered
with respect to any Eurocurrency Borrowing to the principal London offices of
the Reference Banks (or, if any Reference Bank does not at the time maintain a
London office, the principal London office of any Affiliate of such Reference
Bank) in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period (or, in the case of Pounds, on the first
day of such Interest Period) and; provided, however, that, if only two Reference
Banks notify the Administrative Agent of the rates offered to such Reference
Banks (or any Affiliates of such Reference Lenders) as aforesaid, the LIBO Rate
with respect to such Eurocurrency Borrowing shall be equal to the arithmetic
average of the rates so offered to such Reference Banks (or any such
Affiliates).

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in (including sales of accounts), on or of such asset, (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital lease or
title retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing, but excluding any operating leases)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

                  "Loans" means the loans made by the Lenders to any Borrower
pursuant to this Agreement.

                  "Local Time" means, for payments and disbursements (a) in
respect of Dollars, New York time, (b) in respect of Euros or Pounds, London
time and (c) in respect of Yen, Tokyo time.

                  "Mandatory Cost" means, with respect to any Lender, the cost
imputed to such Lender of compliance with the requirements of the Bank of
England or the Financial Services Authority during the relevant Interest Period,
determined in accordance with Schedule 1.01.

                  "Material Adverse Effect" means a material adverse effect on
(a) the financial condition, business, results of operations, properties or
liabilities of any Borrower and its Restricted Subsidiaries taken as a whole,
(b) the ability of any Credit Party to perform any of its material obligations
to the Lenders under any Credit Document to which it is or will be a party or
(c) the rights of or benefits available to the Lenders under any Credit
Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), of any one or more of the Borrowers and the Restricted Subsidiaries
thereof in an aggregate principal amount exceeding $200,000,000.

<PAGE>

                                                                              17

                  "Material Subsidiary" of any Person means, at any date, each
Subsidiary of such Person which, either alone or together with the Subsidiaries
of such Subsidiary, meets any of the following conditions:

                  (a) as of the last day of such Person's most recently ended
fiscal quarter for which financial statements have been filed with the SEC the
investments of such Person and its Subsidiaries in, or their proportionate share
(based on their equity interests) of the book value of the total assets (after
intercompany eliminations) of, the Subsidiary in question exceeds 10% of the
book value of the total assets of such Person and its consolidated Subsidiaries;

                  (b) for the period of four consecutive fiscal quarters ended
on the last day of such Person's most recently ended fiscal quarter for which
financial statements have been filed with the SEC, the equity of such Person and
its Subsidiaries in the revenues from continuing operations of the Subsidiary in
question exceeds 10% of the revenues from continuing operations of such Person
and its consolidated Subsidiaries; or

                  (c) for the period of four consecutive fiscal quarters ended
on the last day of such Person's most recently ended fiscal quarter for which
financial statements have been filed with the SEC, the equity of such Person and
its Subsidiaries in the Consolidated EBITDA of the Subsidiary in question
exceeds 10% of the Consolidated EBITDA of such Person.

                  "Maturity Date" means the Initial Maturity Date, provided that
if AOLTW has delivered a Term Out Notice to the Administrative Agent in
accordance with Section 2.09(f) the Maturity Date in respect of the Revolving
Loans (as well as all related interest and fees) subject to such Term Out Notice
shall be the Extended Maturity Date.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "National Currency Unit" means the unit of currency (other
than the Euro) of a Participating Member State.

                  "Note" means any promissory note evidencing Loans issued
pursuant to Section 2.09(e).

                  "Obligations" has the meaning assigned to such term in the
Primary Guarantee.

                  "Officer's Certificate" means, with respect to any Person, a
certificate executed by the Chief Financial Officer, the Treasurer or the
Controller of such Person or such other officer of such Person reasonably
acceptable to the Administrative Agent and designated as such in writing to the
Administrative Agent by such Person.

                  "Optional Currency" means, at any time, Pounds, Euros and Yen,
so long as such currency is freely traded and convertible into Dollars in the
United States market and a Dollar Equivalent thereof can be calculated.

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made

<PAGE>

                                                                              18

hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

                  "Participating Member State" means a member of the European
Communities that adopts or has adopted the Euro as its currency in accordance
with EMU Legislation.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity thereto.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

                  "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

                  "Pounds" or "L" or "Pound Sterling" refer to lawful
money of the United Kingdom.

                  "Pound Sterling Overnight Rate" means, for any day, a rate per
annum equal to the rate on overnight Pound Sterling deposits in the London
interbank market as such rates are quoted on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to Pound Sterling deposits in the London interbank
market), plus the Mandatory Cost, plus the Applicable Rate.

                  "Primary Guarantee" means a guarantee by the Guarantors
described in clauses (a) and (b) of the definition thereof, substantially in the
form of Exhibit B.

                  "Prime Rate" means the rate of interest per annum publicly
announced from time to time by the Administrative Agent as its prime rate in
effect at its principal office in New York City; each change in the Prime Rate
shall be effective from and including the date such change is publicly announced
as being effective.

                  "Rating" has the meaning assigned to such term in the
definition of "Applicable Rate".

                  "Reference Banks" means JPMorgan Chase Bank, Bank of America,
N.A. and Citibank, N.A. and their respective Affiliates.

                  "Register" has the meaning set forth in Section 9.04(c).

                  "Related Parties" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates.

<PAGE>

                                                                              19

                  "Required Lenders" means, at any time, Lenders having
Commitments representing more than 50% of the sum total of the Commitments at
such time, or after the Commitment Termination Date, Lenders having Revolving
Credit Exposures representing more than 50% of the sum of the total Revolving
Credit Exposures at such time.

                  "Responsible Officer" means, as to any Person, any of the
Chief Executive Officer, Chief Legal Officer, Chief Financial Officer, Treasurer
or Controller (or any equivalent of the foregoing officers) of such Person.

                  "Restricted Companies" means the Companies other than any
Unrestricted Subsidiaries.

                  "Restricted Payment" means, as to any Person, any dividend or
other distribution (whether in cash, securities or other property) with respect
to any shares of any class of capital stock or other equity interests of such
Person, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
shares of capital stock or other equity interests of such Person or any option,
warrant or other right to acquire any such shares of capital stock or other
equity interests of such Person.

                  "Restricted Subsidiaries" of any Borrower means, as of any
date, all Subsidiaries of such Borrower that have not been designated as
Unrestricted Subsidiaries by such Borrower pursuant to Section 6.08 or have been
so designated as Unrestricted Subsidiaries by such Borrower but prior to such
date have been (or have been deemed to be) re-designated by such Borrower as
Restricted Subsidiaries pursuant to Section 6.08.

                  "Restructuring Agreement" means the Restructuring Agreement,
dated as of August 20, 2002, among AOLTW, AT&T Corp., Comcast Corporation and
the other parties named therein as last made publicly available prior to the
Amendment Effective Date.

                  "Revolving Borrowing" means a Borrowing of Revolving Loans.

                  "Revolving Credit Exposure" means, with respect to any Lender
at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans and its Yen Exposure at such time.

                  "Revolving Loan" means a Loan made pursuant to Section 2.03,
including any such Loan outstanding after the Initial Maturity Date pursuant to
Section 2.09(f).

                  "S&P" means Standard & Poor's Rating Services.

                  "SEC" means the Securities and Exchange Commission, any
successor thereto and any analogous Governmental Authority.

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentage
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentage shall
include those imposed

<PAGE>

                                                                              20

pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute
eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as
of the effective date of any change in any reserve percentage.

                  "Stock Option Loans" means (a) borrowings under that certain
Credit Agreement dated as of March 13, 1998, as amended, among Time Warner, The
Chase Manhattan Bank, as administrative agent thereunder, and the lenders party
thereto; provided the lenders thereunder shall not have the benefit of any Lien
other than on the Capital Stock of AOLTW and proceeds therefrom or (b)
borrowings under substantially similar facilities.

                  "Subsequent Participant" means any member state that adopts
the Euro as its lawful currency after the date hereof.

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held. Unless otherwise
qualified, all references to a "Subsidiary" or "Subsidiaries" in this Agreement
shall refer to a Subsidiary or Subsidiaries of AOLTW.

                  "Tax Distribution" means, with respect to any period,
distributions made to any Person by a Subsidiary of such Person on or with
respect to income and other taxes, which distributions are not in excess of the
tax liabilities that, (i) in the case of a Subsidiary that is a corporation,
would have been payable by such Subsidiary on a standalone basis, and (ii) in
the case of a Subsidiary that is a partnership, would have been distributed by
such Subsidiary to its owners with respect to taxes, and in each case which are
calculated in accordance with, and made no earlier than 10 days prior to the
date required by, the terms of the applicable organizational document which
requires such distribution.

                  "Taxes" means any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "TBS" means Turner Broadcasting System, Inc., a Georgia
corporation.

                  "Term Out Notice" has the meaning assigned to such term in
Section 2.09(f).

                  "TIBOR" means, when used in reference to any Loan or
Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing,
are bearing interest at a rate determined by reference to the TIBOR Rate.

                  "TIBOR Rate" means, with respect to any TIBOR Borrowing for
any Interest Period, the rate per annum appearing on the TIBM Page under the
caption "Average of 10 Banks" of Reuters (or on any successor or substitute page
of such service, or any successor to or substitute for such service, providing
rate quotations comparable to those currently provided on

<PAGE>

                                                                              21

such page of such service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to Yen
deposits in the Tokyo interbank market) at approximately 11:00 a.m., Tokyo time,
two Business Days prior to the commencement of such Interest Period, as the rate
applicable to deposits in Yen with a maturity comparable to such Interest
Period, plus any costs incurred by making or funding such TIBOR Borrowing
hereunder, if such costs result directly from any applicable banking law or
regulation or from any applicable requirement or directive of any Governmental
Authority, including the imposition of any reserve requirement.

                  "Time Warner" means Time Warner Inc., a Delaware corporation.

                  "Transactions" means (a) the execution, delivery and
performance by (i) each of the Borrowers of this Agreement and (ii) each of the
Guarantors of the Primary Guarantee, and (b) the borrowing of Loans.

                  "Treaty" means the Treaty establishing the European Economic
Community, being the Treaty of Rome of March 25, 1957, as amended by the Single
European Act 1987, the Maastricht Treaty (which was signed at Maastricht on
February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty
(which was signed at Amsterdam on October 2, 1997 and came into force on May 1,
1999) and the Nice Treaty (which was signed on February 26, 2001), each as
amended from time to time and as referred to in legislative measures of the
European Union for the introduction of, changeover to or operating of the Euro
in one or more member states.

                  "TWCI" means Time Warner Companies, Inc., a Delaware
corporation.

                  "TWC Parent" means Time Warner Cable Inc., a Delaware
corporation.

                  "TWC 364-Day Credit Agreement" means, the Amended and Restated
364-Day Credit Agreement, dated as of July 8, 2002 and amended and restated as
of the date hereof, among TWE, TWC Parent, the lenders referred to therein, Bank
of America, N.A. and Citibank, N.A., as Co-Syndication Agents, ABN AMRO Bank
N.V. and BNP Paribas, as Co-Documentation Agents, and JPMorgan Chase Bank, as
Administrative Agent, as amended, supplemented or otherwise modified from time
to time.

                  "TWE" has the meaning assigned to such term in the recitals
hereto.

                  "TWEAN" has the meaning assigned to such term in the recitals
hereto.

                  "Type", when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate, the
Alternate Base Rate, the Pound Sterling Overnight Rate, the Euro Overnight Rate
or the TIBOR Rate.

                  "United States" means the United States of America.

                  "U.S. Person" means a person who is a citizen or resident of
the United States and any corporation or other entity created or organized in or
under the laws of the United States.

<PAGE>

                                                                              22

                  "Unrestricted Subsidiary" of any Borrower means, as of any
time, all Subsidiaries of such Borrower that have been designated as
Unrestricted Subsidiaries by such Borrower pursuant to Section 6.08.

                  "Utilization Fee" has the meaning assigned to such term in
Section 2.11(b).

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  "Yen" and "Y" refer to lawful money of Japan.

                  "Yen Commitment" means, with respect to each Yen Fronting
Lender, the commitment of such Yen Fronting Lender to make Yen Loans hereunder,
as such commitment may be (a) reduced from time to time pursuant to Section 2.08
or Section 2.18 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Yen Fronting Lender's Yen Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Yen Commitment, as applicable.

                  "Yen Exposure" means, at any time, the aggregate principal
amount of all Yen Loans outstanding at such time. The Yen Exposure of any Lender
at any time shall be its Applicable Percentage of the total Yen Exposure at such
time.

                  "Yen Fronting Lenders" means JPMorgan Chase Bank, Bank of
America, N.A., Citibank, N.A., BNP Paribas and ABN AMRO Bank N.V., in their
capacity as Lenders of Yen Loans hereunder.

                  "Yen Loans" means a Loan denominated in Yen.

                  "Yen Sublimit" means $500,000,000.

                  SECTION 1.02.     Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by
Type (e.g., a "Eurocurrency Loan"). Borrowings also may be classified and
referred to by Type (e.g., a "Eurocurrency Borrowing").

                  SECTION 1.03.     Terms Generally. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words, "include,"
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation." The word "will" shall be construed to have the same meaning and
effect as the word "shall." Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein," "hereof" and
"hereunder," and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,

<PAGE>

                                                                              23

this Agreement and (e) the words "asset" and "property" shall, except where the
context dictates otherwise, be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.

                  SECTION 1.04.     Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if AOLTW notifies the Administrative Agent that AOLTW requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision (or if the Administrative Agent notifies AOLTW that
the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01.     Commitments. (a) Subject to the terms and
conditions set forth herein, each Lender agrees to make Revolving Loans to each
Borrower in Dollars or any Optional Currency other than Yen from time to time
during the Availability Period so long as, after giving effect thereto, (i) such
Lender's Revolving Credit Exposure will not exceed such Lender's Commitment, and
(ii) the sum of the total Revolving Credit Exposures will not exceed the sum
total of the Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, each Borrower may borrow, prepay and reborrow
Revolving Loans. The Revolving Loans made in Dollars may from time to time be
Eurocurrency Loans or Alternate Base Rate Loans; the Revolving Loans made in
Pounds may from time to time be Eurocurrency Loans or Pound Sterling Overnight
Rate Loans; and the Revolving Loans made in Euros may from time to time be
Eurocurrency Loans or Euro Overnight Rate Loans, in each case as determined by
the applicable Borrower and notified to the Administrative Agent in accordance
with Sections 2.03 and 2.07.

                  (b) (i) Subject to the terms and conditions set forth herein,
the Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with
their Yen Commitments, to each Borrower from time to time during the
Availability Period so long as, after giving effect thereto, (A) the aggregate
principal amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B)
the sum of the total Revolving Credit Exposures will not exceed the sum total of
the Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will
not exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal
amount of the outstanding Yen Loans made by any Yen Fronting Lender will not
exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits
and subject to the terms and conditions set forth herein, each Borrower may
borrow, prepay and reborrow Yen Loans.

                  (ii) If any Event of Default shall occur and be continuing,
any Yen Fronting Lender may by written notice to the Administrative Agent not
later than 11:00 am, New York time, on any Business Day require the Lenders to
acquire participations on such Business Day in all or a portion of the Yen Loans
outstanding. Such notice shall specify the aggregate amount of

<PAGE>

                                                                              24

Yen Loans in which Lenders will participate. Promptly upon receipt of such
notice, the Administrative Agent will give notice thereof to each Lender,
specifying in such notice such Lender's Applicable Percentage of the Dollar
Equivalent Amount of such Yen Loan or Loans. Each Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Yen Fronting Lender, such Lender's
Applicable Percentage of such Yen Loan or Loans in Dollars. Each Lender
acknowledges and agrees that its obligation to acquire participations in Yen
Loans pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever. Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section 2.06 with respect to Loans made by such Lender (and Section
2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders),
and the Administrative Agent shall promptly pay to the Yen Fronting Lenders pro
rata according to their Yen Exposures the amounts so received by it from the
Lenders. The Administrative Agent shall notify the applicable Borrower of any
participations in any Yen Loan to it acquired pursuant to this paragraph. Any
amounts received by the Administrative Agent from the applicable Borrower (or
other party on behalf of the applicable Borrower) in respect of such Loan after
receipt by the Yen Fronting Lender of the proceeds of a sale of participations
therein shall be promptly remitted by the Administrative Agent to the Lenders
that shall have made their payments pursuant to this paragraph and to the Yen
Fronting Lenders, pro rata as their interests may appear. The purchase of
participations in a Yen Loan pursuant to this paragraph shall not relieve the
applicable Borrower of its obligations in respect of the payment thereof. From
and after such purchase, (i) the outstanding Yen Loans in which the Lenders have
purchased such participations shall be deemed to have been converted into
Alternate Base Rate Loans denominated in Dollars (with such conversion
constituting, for purposes of Section 2.15, a prepayment of such Yen Loans
before the last day of the Interest Period with respect thereto) and (ii) all
amounts from time to time accruing, and all amounts from time to time payable,
on account of such Loans (including, without limitation, any interest and other
amounts which were accrued but unpaid on the date of such purchase) shall be
payable in Dollars as if such Loan had originally been made in Dollars.
Notwithstanding the foregoing, a Lender shall not have any obligation to acquire
a participation in a Yen Loan pursuant to this paragraph if an Event of Default
shall have occurred and be continuing at the time such Yen Loan was made and
such Lender shall have notified the Yen Fronting Lenders in writing, at least
one Business Day prior to the time such Yen Loan was made, that such Event of
Default has occurred and that such Lender will not acquire participations in Yen
Loans made while such Event of Default is continuing.

                  SECTION 2.02.     Loans and Borrowings. (a) Each Borrowing of
Revolving Loans (other than Yen Loans) shall consist of Revolving Loans made by
the Lenders ratably in accordance with their respective Commitments. Each Yen
Loan shall be made as part of a Borrowing consisting of Yen Loans made by the
Yen Fronting Lenders ratably in accordance with their respective Yen
Commitments. The failure of any Lender to make any Loan required to be made by
it shall not relieve any other Lender of its obligations hereunder; provided
that the Commitments and Yen Commitments of the Lenders are several and no
Lender shall be responsible for any other Lender's failure to make Loans as
required.

                  (b) Subject to Section 2.13, each Revolving Borrowing shall be
comprised entirely of Base Rate Loans, Eurocurrency Loans or TIBOR Loans as the
applicable Borrower

<PAGE>

                                                                              25

may request in accordance herewith. Each Lender at its option may make any
Eurocurrency Loan or TIBOR Loan, as applicable, by causing any domestic or
foreign branch or Affiliate of such Lender to make such Loan; provided that any
exercise of such option shall (i) subject to following clause (ii), not affect
the obligation of the Borrower thereof to repay such Loan in accordance with the
terms of this Agreement and (ii) not create any additional liability of the
Borrowers in respect of Sections 2.14 or 2.16.

                  (c) At the commencement of each Interest Period for any
Eurocurrency or TIBOR Revolving Borrowing, such Borrowing shall be in an
aggregate amount that is an integral multiple of 1,000,000 units of the relevant
Currency and not less than an amount which is the Dollar Equivalent to
$20,000,000. At the time that any Base Rate Borrowing is made, such Borrowing
shall be in an aggregate amount that is an integral multiple of 1,000,000 units
and not less than an amount which is the Dollar Equivalent to $20,000,000;
provided that any Base Rate Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the sum total of the Commitments.
Borrowings of more than one Type may be outstanding at the same time; provided
that there shall not at any time be more than a total of 20 Eurocurrency
Revolving Borrowings outstanding nor more than five TIBOR Borrowings
outstanding.

                  (d) Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request or elect any Interest Period in respect of
any Borrowing that would end after the Maturity Date.

                  SECTION 2.03.     Requests for Revolving Borrowings. To
request a Revolving Borrowing, a Borrower shall notify the Administrative Agent
of such request by telephone in accordance with Schedule 2.03(A); provided that
no more than the Dollar Equivalent of $1,500,000,000 of Revolving Loans
denominated in Euros shall be outstanding at any time as to which the
Administrative Agent was notified the same day as the Revolving Borrowing. Each
such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or facsimile to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
such Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.02:

                  (a) the aggregate amount and Currency of the requested
Borrowing, and, in the case of an Optional Currency Borrowing, the Dollar
Equivalent of the requested Borrowing, as calculated using the Exchange Rate on
the date of the request;

                  (b) the date of such Borrowing, which shall be a Business Day;

                  (c) whether such Borrowing is to be an ABR Borrowing, a Pound
Sterling Overnight Rate Borrowing, a Euro Overnight Rate Borrowing, a
Eurocurrency Borrowing or a TIBOR Borrowing;

                  (d) in the case of a Eurocurrency or TIBOR Borrowing, the
initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and

                  (e) the location and number of the applicable Borrower's
account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.06.

<PAGE>

                                                                              26

Notwithstanding anything to the contrary above in this Section 2.03, no such
notice shall alter the information set forth on Schedule 2.03(B) unless such
notice shall be written. If no election as to the Type of Revolving Borrowing is
specified, then the requested Revolving Borrowing shall be deemed a Base Rate
Borrowing. If no Interest Period is specified with respect to any requested
Eurocurrency or TIBOR Revolving Borrowing, then the applicable Borrower shall be
deemed to have selected an Interest Period of one month's duration. Promptly
following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested Borrowing.

                  SECTION 2.04.     [Intentionally left blank]

                  SECTION 2.05.     [Intentionally left blank]

                  SECTION 2.06.     Funding of Borrowings. (a) Each Lender shall
make each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, Local Time for the
applicable Currency, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders. The Administrative
Agent will make such Loans available to the applicable Borrower by promptly
crediting the amounts so received, in like funds, to an account of the
applicable Borrower specified on Schedule 2.03(B) or designated by the
applicable Borrower in the applicable Borrowing Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the proposed date of any Borrowing that such Lender will
not make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the applicable
Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the Administrative Agent shall have the right to demand payment from the
applicable Lender and/or the applicable Borrower and they each severally agree
to pay to the Administrative Agent forthwith on demand such corresponding amount
with interest thereon, for each day from and including the date such amount is
made available to the applicable Borrower to but excluding the date of payment
to the Administrative Agent, at (i) in the case of such Lender, (A) in the case
of Borrowings denominated in Dollars, the Alternative Base Rate, and (B) in the
case of Borrowings denominated in any Optional Currency, the interest rate
reasonably determined by the Administrative Agent as the rate applicable to
overnight settlements between banks for the amount advanced by the
Administrative Agent on behalf of such Lender or (ii) in the case of the
applicable Borrower, the interest rate that would otherwise apply to such
Borrowing. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing and
such payment shall absolve any obligation of the applicable Borrower in respect
of any demand made under this Section in respect of such Loan.

                  SECTION 2.07.     Interest Elections. (a) Each Revolving
Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurocurrency or TIBOR Revolving Borrowing, shall
have an initial Interest Period as specified in such Borrowing Request.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type
(but of the same currency) or to continue such Borrowing and, in the case of a

<PAGE>

                                                                              27

Eurocurrency or TIBOR Revolving Borrowing, may elect Interest Periods therefor,
all as provided in this Section. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.

                  (b) To make an election pursuant to this Section, the
applicable Borrower shall notify the Administrative Agent of such election by
telephone by the time that a Borrowing Request would be required under Section
2.03 if such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election
(as more specifically set forth in Schedule 2.03(A)). Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or facsimile to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the applicable Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i)      the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii)     the effective date of the election made pursuant to
         such Interest Election Request, which shall be a Business Day;

                  (iii)    whether the resulting Borrowing is to be a Base Rate
         Borrowing or a Eurocurrency or a TIBOR Borrowing;

                  (iv)     if the resulting Borrowing is a Eurocurrency or TIBOR
         Borrowing, the Interest Period to be applicable thereto after giving
         effect to such election, which shall be a period contemplated by the
         definition of the term "Interest Period".

If any such Interest Election Request requests a Eurocurrency Borrowing or TIBOR
Borrowing but does not specify an Interest Period, then the applicable Borrower
shall be deemed to have selected an Interest Period of one month's duration. All
Loans denominated in Yen in each case shall be TIBOR Loans.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the applicable Borrower fails to deliver a timely
Interest Election Request with respect to a Eurocurrency or TIBOR Revolving
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period, such Borrowing shall be continued as a Eurocurrency or TIBOR Revolving
Borrowing, as the case may be, having a one month Interest Period.
Notwithstanding any contrary provision hereof, if an Event of Default has
occurred and is continuing and the Administrative Agent, at the request of the
Required Lenders, so notifies the applicable

<PAGE>

                                                                              28

Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurocurrency or TIBOR
Borrowing and (ii) unless repaid, each Eurocurrency and TIBOR Revolving
Borrowing shall be converted to a Base Rate Borrowing at the end of the Interest
Period applicable thereto.

                  SECTION 2.08.     Termination and Reduction of Commitments.
The Commitments shall terminate on the Commitment Termination Date.

                  (a) AOLTW may at any time terminate, or from time to time
reduce, the Commitments; provided that (i) each reduction of the Commitments
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $20,000,000 and (ii) AOLTW shall not terminate or reduce the Commitments
if, after giving effect thereto and to any concurrent prepayment of the Loans in
accordance with Section 2.10, the sum of the Revolving Credit Exposures would
exceed the total Commitments.

                  (b) AOLTW shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (a) of this
Section at least one Business Day prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by AOLTW
pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments delivered by AOLTW may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by AOLTW (by notice to the Administrative Agent on or
prior to the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.

                  SECTION 2.09.     Repayment of Loans; Evidence of Debt. (a)
Each Borrower hereby unconditionally promises to pay (i) to the Administrative
Agent for the account of each Lender the then unpaid principal amount of each
Revolving Loan made to such Borrower on the Maturity Date, and (ii) to the
Administrative Agent for the account of each Yen Fronting Lender and the
participating Lenders as their interests may appear the then unpaid principal
amount of each Yen Loan owed by such Borrower on the Maturity Date.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount and Currency of each Loan made hereunder and Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain

<PAGE>

                                                                              29

such accounts or any error therein shall not in any manner affect the obligation
of the applicable Borrower to repay the Loans in accordance with the terms of
this Agreement.

                  (e) Any Lender may request that Loans made by it be evidenced
by a Note. In such event, each Borrower shall execute and deliver to such Lender
a Note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent and reasonably acceptable to the applicable Borrowers.
Thereafter, the Loans evidenced by such Note and interest thereon shall at all
times (including after assignment pursuant to Section 9.04) be represented by
one or more Notes in such form payable to the order of the payee named therein
(or, if such promissory note is a registered note, to such payee and its
registered assigns).

                  (f) AOLTW may elect to extend the Maturity Date of all or any
portion of Revolving Loans outstanding on the Initial Maturity Date to the date
that is the second anniversary of the Initial Maturity Date by giving written
notice (the "Term Out Notice") of such election to the Administration Agent at
least five days prior to the Initial Maturity Date.

                  SECTION 2.10.     Prepayment of Loans. (a) Each Borrower shall
have the right at any time and from time to time to prepay any Borrowing in
whole or in part, subject to prior notice in accordance with paragraph (b) of
this Section.

                  (b) The Borrower that desires to make a prepayment shall
notify the Administrative Agent by telephone (confirmed by facsimile) of any
prepayment hereunder in accordance with Schedule 2.03(A). Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.08. Promptly following receipt of any such notice relating to a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in
an amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing hereunder shall be applied ratably to the Loans included in
the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to
the extent required by Section 2.12.

                  SECTION 2.11.     Fees. (a) The Borrowers agree, jointly and
severally, to pay to the Administrative Agent for the account of each Lender a
facility fee (a "Facility Fee") which shall accrue at the Applicable Rate on the
average daily amount of the Commitment of such Lender (whether used or unused)
during the period from and including the Effective Date to but excluding the
date on which such Commitment terminates; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such Facility Fee shall continue to accrue on the average daily amount of
such Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure. Accrued Facility Fees shall be payable in
arrears on the last day of March, June, September and December of each year and
on the Maturity Date (or such earlier date after the Commitment Termination Date
on which the Loans are repaid in full), commencing on the first such date to
occur after the date hereof. All Facility Fees shall be computed on the basis of
a year of 360

<PAGE>

                                                                              30

days and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day).

                  (b) The Borrowers agree, jointly and severally, to pay to the
Administrative Agent, for the account of each Lender, during the period from and
including the Effective Date to but excluding the date on which the Commitments
terminate and the Revolving Credit Exposures of all the Lenders are paid or
extinguished in full, a utilization fee (a "Utilization Fee") which shall
accrue, with respect to any day, (a) that the Commitment Utilization Percentage
is greater than 33% but less than or equal to 66%, at the rate of 0.0625% per
annum on such Lender's Revolving Credit Exposure, and (b) that the Commitment
Utilization Percentage is greater than 66%, at the rate of 0.125% per annum on
such Lender's Revolving Credit Exposure. Accrued Utilization Fees shall be
payable in arrears on the last day of March, June, September and December of
each year, on the Maturity Date and on any date thereafter on which the
Revolving Credit Exposures of all the Lenders are paid or extinguished in full,
commencing on the first such date to occur after the date hereof. All
Utilization Fees shall be computed on the basis of a year of 360 days and shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day).

                  (c) [Intentionally left blank]

                  (d) The Borrowers agree, jointly and severally, to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between AOLTW and the Administrative Agent.

                  (e) All fees payable hereunder shall be paid on the dates due,
in immediately available funds, to the Administrative Agent for distribution, in
the case of Facility Fees and Utilization Fees, to the Lenders entitled thereto.
Fees paid shall not be refundable under any circumstances absent manifest error
in the calculation and/or payment thereof.

                  SECTION 2.12.     Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at a rate per annum equal to the Alternate Base
Rate.

                  (b) The Loans comprising each Eurocurrency Borrowing shall
bear interest at a rate per annum equal to the Adjusted LIBO Rate for the
Interest Period in effect for such Borrowing plus the Applicable Rate.

                  (c) The Loans comprising each Pound Sterling Overnight Rate
Borrowing shall bear interest at a rate per annum equal to the Pound Sterling
Overnight Rate.

                  (d) The Loans comprising each Euro Overnight Rate Borrowing
shall bear interest at a rate per annum equal to the Euro Overnight Rate.

                  (e) The Loans comprising each TIBOR Borrowing shall bear
interest at a rate per annum equal to the TIBOR Rate plus the Applicable Rate.

                  (f) [Intentionally left blank]

                  (g) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by any Borrower
hereunder is not paid when due, whether at stated maturity, upon acceleration or
otherwise, such overdue amount shall bear interest, after as

<PAGE>

                                                                              31

well as before judgment, at a rate per annum equal to (i) in the case of overdue
principal of any Loan, 2% plus the rate otherwise applicable to such Loan as
provided above or (ii) in the case of any other amount, 2% plus the rate
applicable to Loans in the Base Rate of the relevant Currency as provided above.

                  (h) Accrued interest on each Loan shall be payable in arrears
on each Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (g) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment of
an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment, (iii) in the event of any conversion of any
Eurocurrency Revolving Loan prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion and (iv) all accrued interest shall be payable upon the
Commitment Termination Date.

                  (i) All interest hereunder shall be computed on the basis of a
year of 360 days, except that (i) interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and (ii) with respect to Loans denominated in Pounds, the interest rate
thereon shall be computed on the basis of a 365-day year, and in each case shall
be payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Base Rate, TIBOR Rate, Adjusted LIBO
Rate and LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

                  SECTION 2.13.     Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing or TIBOR
Borrowing:

                  (a) the Administrative Agent determines (which determination
         shall be conclusive absent manifest error) that adequate and reasonable
         means do not exist for ascertaining for such Interest Period the
         Adjusted LIBO Rate for the relevant Currency or the TIBOR Rate; or

                  (b) the Administrative Agent is advised by the Required
         Lenders that for such Interest Period the Adjusted LIBO Rate for the
         relevant Currency or the TIBOR Rate will not adequately and fairly
         reflect the cost to such Lenders of making or maintaining their Loans
         included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the applicable
Borrowers and the Lenders by telephone or facsimile as promptly as practicable
thereafter and, until the Administrative Agent notifies the applicable Borrowers
and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any
Revolving Borrowing to, or continuation of any Revolving Borrowing as, a
Eurocurrency Borrowing or TIBOR Borrowing, as applicable, shall be ineffective
and any such Borrowing referred to in such Interest Election Request shall,
unless repaid by the applicable Borrower, be converted to (as of the last day of
the then current Interest Period), or maintained as, a Base Rate Borrowing, as
the case may be (to the extent, in the Administrative Agent's reasonable
determination, it is practicable to do so), and (ii) if any Borrowing Request
requests a Eurocurrency Revolving Borrowing or TIBOR Revolving Borrowing, such
Borrowing shall, unless otherwise rescinded by the applicable Borrower, be made
as a Base Rate Loan in the

<PAGE>

                                                                              32

applicable Currency (to the extent, in the Administrative Agent's reasonable
determination, it is practicable to do so), and if the circumstances giving rise
to such notice affect fewer than all Types of Borrowings, then the other Types
of Borrowings shall be permitted.

                  SECTION 2.14.     Increased Costs. (a) If any Change in Law
shall:

                  (i)      impose, modify or deem applicable any reserve,
         special deposit or similar requirement against assets of, deposits with
         or for the account of, or credit extended by, any Lender (except any
         such reserve requirement reflected in the Adjusted LIBO Rate); or

                  (ii)     impose on any Lender or the London interbank market
         or the Tokyo interbank market any other condition affecting this
         Agreement or Eurocurrency or TIBOR Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency or TIBOR Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any
sum received or receivable by such Lender hereunder (whether of principal,
interest or otherwise), then the applicable Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs actually incurred or reduction actually suffered.

                  (b) If any Lender determines that any Change in Law regarding
capital requirements has or would have the effect of reducing the rate of return
on such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of the Commitment or the Loans made by such Lender, to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the applicable Borrowers will pay to
such Lender such additional amount or amounts as will compensate such Lender or
such Lender's holding company for any such reduction actually suffered in
respect of the Commitment or Loans made by such Lender hereunder.

                  (c) A certificate of a Lender setting forth in reasonable
detail the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the applicable Borrowers and shall be conclusive
absent manifest error. The applicable Borrowers shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the applicable
Borrowers shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions unless a Lender gives notice to the
applicable Borrowers that they are obligated to pay an amount under this Section
within six months after the later of (i) the date the Lender incurs such
increased costs, reduction in amounts received or receivable or reduction in
return on capital or (ii) the date such Lender has actual knowledge of its
incurrence of such increased cost, reduction in amounts received or receivable
or reduction in return on capital; provided further that, if the Change in Law
giving rise to such increased costs

<PAGE>

                                                                              33

or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.

                  Notwithstanding any other provision of this Section 2.14, no
Lender shall demand compensation for any increased costs or reduction referred
to above if it shall not be the general policy or practice of such Lender to
demand such compensation in similar circumstances under comparable provisions of
other credit agreements, if any (it being understood that this sentence shall
not in any way limit the discretion of any Lender to waive the right to demand
such compensation in any given case).

                  SECTION 2.15.     Break Funding Payments. In the event of (a)
the payment of any principal of any Eurocurrency or TIBOR Loan other than on the
last day of an Interest Period applicable thereto (including as a result of an
Event of Default), (b) the conversion of any Eurocurrency or TIBOR Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure
to borrow, convert, continue or prepay any Revolving Loan on the date specified
in any notice delivered pursuant hereto (regardless of whether such notice is
permitted to be revocable under Section 2.10(b) and is revoked in accordance
herewith), or (d) the assignment of any Eurocurrency or TIBOR Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by a Borrower pursuant to Section 2.18, then, in any such event, the applicable
Borrower shall compensate each Lender for the loss, cost and expense
attributable to such event. In the case of a Eurocurrency or TIBOR Loan, the
loss to any Lender attributable to any such event shall be deemed to include an
amount determined by such Lender to be equal to the excess, if any, of (i) the
amount of interest that such Lender would pay for a deposit in the applicable
Currency equal to the principal amount of such Loan for the period from the date
of such payment, conversion, failure or assignment to the last day of the then
current Interest Period for such Loan (or, in the case of a failure to borrow,
convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest rate
payable on such deposit were equal to the Adjusted LIBO Rate or the TIBOR Rate,
as applicable, for such Interest Period, over (ii) the amount of interest that
such Lender would earn on such principal amount for such period if such Lender
were to invest such principal amount for such period at the interest rate that
would be bid by such Lender (or an affiliate of such Lender) for deposits in the
applicable Currency from other banks in the Eurocurrency market at the
commencement of such period. A certificate of any Lender setting forth in
reasonable detail any amount or amounts that such Lender is entitled to receive
pursuant to this Section shall be delivered to the applicable Borrower and shall
be conclusive absent manifest error. The applicable Borrower shall pay such
Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

                  SECTION 2.16.     Taxes. (a) Any and all payments by or on
account of any obligation of each Borrower hereunder shall be made free and
clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if such Borrower shall be required to deduct any Indemnified Taxes
or Other Taxes from such payments, then (i) the sum payable shall be increased
as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section) the Administrative
Agent or Lender (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Borrower shall
make such deductions and (iii) such Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

<PAGE>

                                                                              34

                  (b) Each Borrower shall indemnify the Administrative Agent and
each Lender, within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable by such Borrower
under this Section unless such amounts have been included in any amount paid
pursuant to the proviso to Section 2.16(a)) paid by the Administrative Agent, or
such Lender, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to such Borrower by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

                  (c) If a Lender or the Administrative Agent receives a refund
in respect of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by a Borrower or with respect to which a Borrower has paid
additional amounts pursuant to this Section 2.16, it shall within 30 days from
the date of such receipt pay over such refund to such Borrower (but only to the
extent of indemnity payments made, or additional amounts paid, by such Borrower
under this Section 2.16 with respect to the Indemnified Taxes or Other Taxes
giving rise to such refund, as determined by such Lender in its reasonable
discretion), net of all out-of-pocket expenses of such Lender or the
Administrative Agent and without interest (other than interest paid by the
relevant taxation authority with respect to such refund); provided that such
Borrower, upon the request of such Lender or the Administrative Agent, agrees to
repay the amount paid over to such Borrower (plus penalties, interest or other
charges) to such Lender or the Administrative Agent in the event such Lender or
the Administrative Agent is required to repay such refund to such taxation
authority.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which any
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to such Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by such Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate.

                  (f) Any Lender that is a U.S. Person shall deliver to AOLTW
(with a copy to the Administrative Agent) a statement signed by an authorized
signatory of the Lender that it is a U.S. Person and, if necessary to avoid
United States backup withholding, a duly completed and signed Internal Revenue
Service Form W-9 (or successor form) establishing that such Lender is organized
under the laws of the United States and is not subject to United States backup
withholding.

                  (g) Nothing in this Section shall be construed to require any
Lender to disclose any confidential information regarding its tax returns or
affairs.

<PAGE>

                                                                              35

                  SECTION 2.17.     Payments Generally; Pro Rata Treatment;
Sharing of Setoffs. (a) Each Borrower shall make each payment required to be
made by it hereunder (whether of principal, interest or fees, or of amounts
payable under Section 2.14, 2.15 or 2.16, or otherwise) prior to 1:00 p.m.,
Local Time, on the date when due, in immediately available funds, without setoff
or counterclaim. Any amounts received after such time on any date shall, unless
the Administrative Agent is able to distribute such amounts to the applicable
Lenders on such date, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent (i) in New York, for payments in
Dollars, (ii) in London, for payments in Euros or Pounds and (iii) in Tokyo, for
payments in Yen, in each case, at the offices for the Administrative Agent set
forth in Section 9.01, except that payments pursuant to Sections 2.14, 2.15,
2.16 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient in like funds promptly
following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder, whether such payments are made in respect of principal, interest or
fees, shall be made in the Currency in which the applicable payment obligation
is due; provided, that payments in respect of Facility Fees pursuant to Section
2.11 and any other payments (not in respect of principal, interest or fees) or
reimbursements shall be payable in Dollars.

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
interest and fees then due from any Borrower hereunder, such funds shall be
applied (i) first, to pay interest and fees then due from such Borrower
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of interest and fees then due to such parties, and (ii) second, to pay
principal, then due from such Borrower hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such
parties.

                  (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon owing by any Borrower than the proportion received
by any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans of other
Lenders owing from such Borrower to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans; provided that (i) if any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest, and (ii) the provisions of this paragraph
shall not be construed to apply to any payment made by such Borrower pursuant to
and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans other than to any Borrower or any Subsidiary
or Affiliate thereof (as to which the provisions of this paragraph shall apply).
Each Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights

<PAGE>

                                                                              36

of setoff and counterclaim with respect to such participation as fully as if
such Lender were a direct creditor of such Borrower in the amount of such
participation.

                  (d) Unless the Administrative Agent shall have received notice
from a Borrower prior to the date on which any payment is due from such Borrower
to the Administrative Agent for the account of the Lenders hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that
such Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders, the amount due. In
such event, if such Borrower has not in fact made such payment, then each of the
Lenders, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, (i) if the relevant
amount is denominated in Pounds Sterling, at the Pound Sterling Overnight Rate
(ii) if the relevant amount is denominated in Dollars, at the Federal Funds
Effective Rate and (iii) if the relevant amount is denominated in any other
Currency, at the interest rate reasonably determined by the Administrative Agent
as the rate applicable for overnight settlements between banks for the amount
paid by the Administrative Agent on behalf of such Borrower.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.06(b) or 2.17(d), then the Administrative
Agent may, in its discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agent for the
account of such Lender from or on behalf of any Credit Party or otherwise in
respect of the Obligations to satisfy such Lender's obligations under such
Sections until all such unsatisfied obligations are fully paid.

                  SECTION 2.18.     Mitigation Obligations; Replacement of
Lenders. (a) If any Lender requests compensation under Section 2.14, or if any
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be materially disadvantageous to such Lender.
Such Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.14, or
if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender becomes a Defaulting Lender hereunder, then AOLTW may, at its
sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in Section 9.04), all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) AOLTW shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the
assignee (to the extent of such outstanding

<PAGE>

                                                                              37

principal and accrued interest and fees) or the Borrowers (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.16, such assignment will be made to a Lender reasonably
expected to result in a reduction in the compensation or payments to be paid by
the Borrowers pursuant to such sections. A Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling AOLTW to require such
assignment and delegation cease to apply.

                  SECTION 2.19.     Prepayments Required Due to Currency
Fluctuation. (a) Not later than 1:00 p.m., New York City time, on the last
Business Day of each fiscal quarter of AOLTW or at such other time as is
reasonably determined by the Administrative Agent (the "Calculation Time"), the
Administrative Agent shall determine the Dollar Equivalent of the total
Revolving Credit Exposures outstanding as of such date.

                  (b) If at the Calculation Time, the Dollar Equivalent of the
total Revolving Credit Exposures exceeds the total Commitments then in effect by
5% or more, then within five Business Days of notice to the Borrowers thereof,
the applicable Borrowers shall prepay Revolving Loans in an aggregate principal
amount at least equal to such excess. Nothing set forth in this Section 2.19(b)
shall be construed to require the Administrative Agent to calculate compliance
under this Section 2.19(b) other than at the times set forth in Section 2.19(a).

                  (c) If at the Calculation Time, the Dollar Equivalent of the
total Yen Loans exceeds the total Yen Commitments then in effect by 5% or more,
then within five Business Days of notice to the Borrowers thereof, the
applicable Borrowers shall prepay Yen Loans in an aggregate principal amount at
least equal to such excess. Nothing set forth in this Section 2.19(c) shall be
construed to require the Administrative Agent to calculate compliance under this
Section 2.19(c) other than at the times set forth in Section 2.19(a).

                  SECTION 2.20.     Adoption of the Euro. Each provision of this
Agreement shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be appropriate to reflect
the adoption of the Euro in any Participating Member State and any relevant
market conventions or practices relating to the Euro. Each obligation under this
Agreement of a party to this Agreement which has been denominated in the
National Currency Unit of a Subsequent Participant shall be redenominated into
the Euro in accordance with EMU Legislation immediately upon such Subsequent
Participant becoming a Participating Member State (but otherwise in accordance
with EMU Legislation). If, in relation to the currency of any Subsequent
Participant, the basis of accrual of interest or fees expressed in this
Agreement with respect to such currency shall be inconsistent with any
convention or practice in the interbank market for the basis of accrual of
interest or fees in respect of the Euro, such convention or practice shall
replace such expressed basis effective as of and from the date on which such
Subsequent Participant becomes a Participating Member State; provided, that if
any Loan in the currency of such Subsequent Participant which is subject to an
Interest Period is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Loan, at the end of the then current
Interest Period.

<PAGE>

                                                                              38

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each Borrower represents and warrants (as to itself and its
Restricted Subsidiaries) to the Lenders that:

                  SECTION 3.01.     Organization; Powers. Each Credit Party and
each of its Restricted Subsidiaries is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

                  SECTION 3.02.     Authorization; Enforceability. The
Transactions are within the Credit Parties' corporate or partnership (as the
case may be) powers and have been duly authorized by all necessary corporate or
partnership (as the case may be) and, if required, stockholder or partner action
of such Credit Parties. Each Credit Document (other than each Note) has been,
and each Note when delivered hereunder will have been, duly executed and
delivered by the Credit Parties party thereto. Each Credit Document (other than
each Note) constitutes, and each Note when delivered hereunder will be, a legal,
valid and binding obligation of each such Credit Party, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

                  SECTION 3.03.     Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate (i) any applicable law or regulation or (ii) the charter, by-laws,
partnership agreements or other organizational documents of such Borrower or any
of its Restricted Subsidiaries or any order of any Governmental Authority, (c)
will not violate or result in a default under any indenture, agreement or other
instrument binding upon such Borrower or any of its Restricted Subsidiaries or
its assets, or give rise to a right thereunder to require any payment to be made
by such Borrower or any of its Restricted Subsidiaries and (d) will not result
in the creation or imposition of any Lien on any asset of such Borrower or any
of its Restricted Subsidiaries; except, in each case (other than clause (b)(ii)
with respect to any Credit Party), such as could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.04.     Financial Condition; No Material Adverse
Change. (a) The consolidated balance sheet and statements of income,
stockholders equity and cash flows (including the notes thereto) of AOLTW as of
and for the fiscal year ended December 31, 2001, reported on by Ernst & Young
LLP, independent accountants, copies of which have heretofore been furnished to
each Lender, when combined with all public filings with the SEC by AOLTW since
December 31, 2001 and prior to the Amendment Effective Date, present fairly, in
all material respects, the financial position and results of operations and cash
flows of AOLTW and its consolidated Subsidiaries, as of such date and for such
period, in accordance with GAAP.

<PAGE>

                                                                              39

                  (b) The unaudited consolidated balance sheets and statements
of income, stockholders equity and cash flows of AOLTW and its consolidated
Subsidiaries as of and for the nine months ended September 30, 2002, copies of
which have heretofore been furnished to each Lender, present fairly, in all
material respects, the financial position and results of operations and cash
flows of AOLTW and its consolidated Subsidiaries, as of such date and for such
period, in accordance with GAAP.

                  (c) Since December 31, 2001, there has been no material
adverse change in the business, assets, operations or financial condition of
AOLTW and its consolidated Subsidiaries, taken as a whole (excluding the
write-down of goodwill pursuant to the application of Financial Accounting
Standard Board Statement No. 142).

                  SECTION 3.05.     Properties. (a) Such Borrower and each of
its Restricted Subsidiaries has good title to, or valid leasehold interests in,
all its real and personal property, except for defects in title or interests
that could not reasonably be expected to result in a Material Adverse Effect.

                  (b) Such Borrower and each of its Restricted Subsidiaries
owns, or is licensed to use, all trademarks, trade names, copyrights, patents
and other intellectual property material to its business, and the use thereof by
such Borrower or any of its Restricted Subsidiaries does not infringe upon the
rights of any other Person, except for any such infringements that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

                  SECTION 3.06.     Litigation and Environmental Matters. (a)
There are no actions, suits, investigations or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrowers, threatened against or affecting any Borrower or any of its Restricted
Subsidiaries (i) which could reasonably be expected to be adversely determined
and that, if adversely determined, could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect or (ii) that involve
this Agreement or the Transactions.

                  (b) Except with respect to any matters that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, (x) neither such Borrower nor any of its Restricted Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability or
(iii) has received notice of any claim with respect to any Environmental
Liability and (y) no Borrower has knowledge of any basis for any Environmental
Liability on the part of any of its Restricted Subsidiaries.

                  SECTION 3.07.     Compliance with Laws and Agreements. Such
Borrower and each of its Restricted Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Event of Default has occurred and is continuing.

                  SECTION 3.08.     Government Regulation. Neither such Borrower
nor any of its Restricted Subsidiaries is (a) an "investment company" as defined
in, or subject to regulation

<PAGE>

                                                                              40

under, the Investment Company Act of 1940, (b) a "holding company" as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935, or (c) is subject to any other statute or regulation which regulates the
incurrence of indebtedness for borrowed money, other than, in the case of this
clause (c), Federal and state securities laws and as could not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.09.     Taxes. Such Borrower and each of its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it or as part of the consolidated group of which it is a
member, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which such Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves in accordance with GAAP or (b) to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 3.10.     ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.11.     Disclosure. As of the date hereof and the
Amendment Effective Date, all information heretofore or contemporaneously
furnished by or on behalf of such Borrower or any of its Restricted Subsidiaries
(including all information contained in the Credit Documents, the Confidential
Memorandum dated May 2002 and the annexes, schedules and other attachments
thereto but not including any projected financial statements), when taken
together with the reports and other filings with the SEC made under the Exchange
Act by any Credit Party since December 31, 2001, is, and all other such
information hereafter furnished, including all information contained in any of
the Credit Documents, including any annexes or schedules thereto, by or on
behalf of such Borrower or any of its Restricted Subsidiaries to or on behalf of
any Lender is and will be (as of their respective dates and the Amendment
Effective Date), true and accurate in all material respects and not incomplete
by omitting to state a material fact to make such information not misleading at
such time. There is no fact of which such Borrower or any Guarantor is aware
which has not been disclosed to the Lenders in writing pursuant to the terms of
this Agreement prior to the date hereof and which, singly or in the aggregate
with all such other facts of which any Borrower or any Guarantor is aware, could
reasonably be expected to result in a Material Adverse Effect. All statements of
fact and representation concerning the present business, operations and assets
of such Borrower or any of its Subsidiaries, the Credit Documents and the
transactions referred to therein are true and correct in all material respects.

                                   ARTICLE IV

                                   CONDITIONS

                  SECTION 4.01.     Amendment Effective Date. The effectiveness
of this Agreement and the obligations of the Lenders to make Loans hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.02):

<PAGE>

                                                                              41

                  (a) Credit Documents. The Administrative Agent (or its
         counsel) shall have received (i) the Lender Consent executed and
         delivered by the Required Lenders, (ii) this Agreement executed and
         delivered by each Borrower and the Administrative Agent and (iii) an
         acknowledgement and consent with respect to the Primary Guarantee, in
         the form attached hereto as Exhibit C, executed and delivered by the
         parties thereto.

                  (b) Opinion of Counsel. The Administrative Agent shall have
         received the favorable written opinions (addressed to the
         Administrative Agent and the Lenders and dated the Amendment Effective
         Date) of (i) Cravath, Swaine & Moore, counsel for the Credit Parties,
         (ii) in-house counsel to the Credit Parties, and (iii) Arthur Cox,
         counsel to AOLTWFI, in each case in form and substance reasonably
         satisfactory to the Administrative Agent. The Credit Parties hereby
         request each such counsel to deliver such opinions.

                  (c) Closing Certificate. The Administrative Agent shall have
         received a certificate from each Borrower, in form and substance
         reasonably satisfactory to the Administrative Agent, dated the
         Amendment Effective Date and signed by the president, a vice president,
         a financial officer or an equivalent officer of such Borrower
         confirmation of compliance with the conditions set forth in paragraphs
         (a) and (b) of Section 4.02.

                  (d) Consummation of TWE Restructuring. The restructuring of
         TWE, as described in the Restructuring Agreement, shall have been
         consummated substantially in accordance with the Restructuring
         Agreement.

                  (e) Fees. The Borrowers shall have paid all fees required to
         be paid on or before the Amendment Effective Date by the Borrowers in
         connection with the revolving credit facilities provided for in this
         Agreement and the Existing Credit Agreement.

                  (f) Authorizations, etc. The Administrative Agent shall have
         received such documents and certificates as the Administrative Agent or
         its counsel may reasonably request relating to the organization,
         existence and good standing of the Credit Parties, the authorization of
         the Transactions and any other legal matters relating to the Credit
         Parties, this Agreement or the Transactions, all in form and substance
         satisfactory to the Administrative Agent and its counsel.

                  SECTION 4.02.     Each Credit Event. The obligation of each
Lender to make a Loan on the occasion of any Borrowing, is subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of the Credit Parties
         set forth in the Credit Documents (other than those set forth in
         Sections 3.04(c), 3.06 and 3.10 on any date other than the Amendment
         Effective Date) shall be true and correct in all material respects on
         and as of the date of such Borrowing.

                  (b) At the time of and immediately after giving effect to such
         Borrowing no Default or Event of Default shall have occurred and be
         continuing.

Each Borrowing shall be deemed to constitute a representation and warranty by
the Credit Parties on the date thereof as to the applicable matters specified in
paragraphs (a) and (b) of this Section.

<PAGE>

                                                                              42

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Until all the Commitments have expired or been terminated and
the principal of and interest on each Loan, all fees payable hereunder and all
other Obligations shall have been paid in full (but with respect to such other
Obligations only to the extent that actual amounts hereunder are owing at the
time the Loans, together with interest and fees, have been paid in full), each
Borrower (for itself and its Restricted Subsidiaries) covenants and agrees with
the Lenders that:

                  SECTION 5.01.     Financial Statements and Other Information.
AOLTW will furnish to the Administrative Agent at its New York office (who will
distribute copies to each Lender):

                  (a) within 105 days after the end of each fiscal year of
         AOLTW, its audited consolidated balance sheet and related statements of
         operations, stockholders' equity (or partnership capital) and cash
         flows as of the end of and for such year and its unaudited Adjusted
         Financial Statements for such fiscal year, setting forth in each case
         in comparative form the figures for the previous fiscal year, and, (i)
         in the case of the audited financial statements, reported on by Ernst &
         Young LLP or other independent public accountants of recognized
         national standing (without a "going concern" or like qualification or
         exception and without any qualification or exception as to the scope of
         such audit) to the effect that such consolidated financial statements
         present fairly in all material respects the financial condition and
         results of operations of AOLTW and its consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP consistently applied and
         (ii) in the case of the Adjusted Financial Statements, certified by one
         of AOLTW's Financial Officers as presenting fairly in all material
         respects the financial condition and results of operations of AOLTW and
         its consolidated Restricted Subsidiaries on a consolidated basis in
         accordance with GAAP consistently applied; provided that, so long as no
         Event of Default has occurred and is continuing, AOLTW shall not be
         required to furnish Adjusted Financial Statements for any fiscal year
         if all Unrestricted Subsidiaries of AOLTW (other than any such
         Unrestricted Subsidiaries that are already treated as equity
         investments on AOLTW's financial statements) on a combined basis would
         not have constituted a Material Subsidiary of AOLTW for such fiscal
         year;

                  (b) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of AOLTW, its consolidated balance
         sheet and related statements of operations, stockholders' equity (or
         partnership capital) and cash flows and its Adjusted Financial
         Statements as of the end of and for such fiscal quarter and the then
         elapsed portion of the fiscal year, setting forth in each case in
         comparative form the figures for the corresponding period or periods of
         (or, in the case of the balance sheet, as of the end of) the previous
         fiscal year, all certified by one of AOLTW's Financial Officers as
         presenting fairly in all material respects the financial condition and
         results of operations of AOLTW and its consolidated Subsidiaries on a
         consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes; provided that, so long as no Event of Default has occurred
         and is continuing, AOLTW shall not be required to furnish Adjusted
         Financial Statements for

<PAGE>

                                                                              43

         any fiscal quarter if all Unrestricted Subsidiaries of AOLTW (other
         than any such Unrestricted Subsidiaries that are already treated as
         equity investments on AOLTW's financial statements) on a combined basis
         would not have constituted a Material Subsidiary of AOLTW for such
         fiscal quarter;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         AOLTW (i) certifying as to whether a Default has occurred and, if a
         Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Sections
         6.01, 6.02(a) and 6.03(a) and (k) and (iii) stating whether any change
         in GAAP or in the application thereof has occurred since the date of
         the audited financial statements referred to in Section 3.04 which has
         not been previously disclosed by AOLTW pursuant to this Section
         5.01(c)(iii) and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         certificate;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by any Company with the SEC or with any national securities
         exchange, or distributed by any Company to its security holders
         generally, as the case may be (other than registration statements on
         Form S-8, filings under Sections 16(a) or 13(d) of the Exchange Act and
         routine filings related to employee benefit plans); and

                  (e) promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of AOLTW or any of its Subsidiaries, or compliance with the
         terms of this Agreement, as the Administrative Agent or any Lender may
         reasonably request (it being understood that AOLTW and such
         Subsidiaries shall not be required to provide any information or
         documents which are subject to confidentiality provisions the nature of
         which prohibit such disclosure).

                  Information required to be delivered pursuant to paragraphs
(a), (b) and (d) shall be deemed to have been delivered on the date on which
AOLTW provides notice to the Administrative Agent, or as the case may be the
Administrative Agent gives notice to the Lenders, that such information has been
posted on AOLTW's website on the internet at the website address listed on the
signature pages of such notice, at www.sec.gov or at another website identified
in such notice and accessible by the Lenders without charge; provided that AOLTW
shall deliver paper copies of the reports and financial statements referred to
in paragraphs (a), (b) and (d) of this Section 5.01 to the Administrative Agent
or any Lender who requests AOLTW to deliver such paper copies until written
notice to cease delivering paper copies is given by the Administrative Agent or
such Lender.

                  SECTION 5.02.     Notices of Material Events. Such Borrower
will furnish to the Administrative Agent (who will distribute copies to the
Lenders) prompt written notice of the following, upon any such event becoming
known to any Responsible Officer of such Borrower:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting any Borrower or any Affiliate

<PAGE>

                                                                              44

         thereof that, if adversely determined, could reasonably be expected to
         result in a Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability to AOLTW and its Subsidiaries in an
         aggregate amount exceeding $200,000,000; and

                  (d) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of such Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

                  SECTION 5.03.     Existence; Conduct of Business. Such
Borrower will, and will cause each of its Restricted Subsidiaries which are
Material Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.04.

                  SECTION 5.04.     Payment of Obligations. Such Borrower will,
and will cause each of its Restricted Subsidiaries to, pay its obligations,
including Tax liabilities, that, if not paid, could reasonably be expected to
result in a Material Adverse Effect, before the same shall become delinquent or
in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) such Borrower or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.05.     Maintenance of Properties; Insurance. Such
Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep
and maintain all property material to the conduct of its business (taken as a
whole) in good working order and condition, ordinary wear and tear excepted, and
(b) maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations (it being understood that, to the extent consistent with
prudent business practice, a program of self-insurance for first or other loss
layers may be utilized).

                  SECTION 5.06.     Books and Records; Inspection Rights. Such
Borrower will, and will cause each of its Restricted Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. Such Borrower will, and will cause each of its Restricted
Subsidiaries to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its
properties, to examine its books and records, and to discuss its affairs,
finances and condition with its officers and, so long as a representative of
such Borrower is present, or such Borrower has consented to the absence of such
a representative, independent accountants (in each case subject to such
Borrower's or its Restricted

<PAGE>

                                                                              45

Subsidiaries' obligations under applicable confidentiality provisions), all at
such reasonable times and as often as reasonably requested.

                  SECTION 5.07.     Compliance with Laws. Such Borrower will,
and will cause each of its Restricted Subsidiaries to, comply with all laws,
rules, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

                  SECTION 5.08.     Use of Proceeds. The proceeds of the Loans
will be used only for general corporate or partnership (as applicable) purposes,
including the repayment of indebtedness of existing and future Subsidiaries of
any of the Borrowers and for commercial paper backup. No part of the proceeds of
any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board, including
Regulations U and X.

                  SECTION 5.09.     Fiscal Periods; Accounting. Such Borrower
will keep the same financial reporting periods as are in effect on the date
hereof.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until all the Commitments have expired or terminated and the
principal of and interest on each Loan, all fees payable hereunder and all other
Obligations have been paid in full (but with respect to such other Obligations
only to the extent that actual amounts hereunder are owing at the time the
Loans, together with interest and fees, have been paid in full), each Borrower
covenants and agrees (for itself and its Restricted Subsidiaries) with the
Lenders that:

                  SECTION 6.01.     Financial Covenants.

                  (a) The Consolidated Leverage Ratio as of the last day of any
         period of four consecutive fiscal quarters of AOLTW (commencing with
         the first fiscal quarter ending after the Effective Date) will not
         exceed 4.50 to 1.00.

                  (b) The Consolidated Interest Coverage Ratio for any period of
         four consecutive fiscal quarters of AOLTW (commencing with the first
         fiscal quarter ending after the Amendment Effective Date) will not be
         less than 2.00 to 1.00.

                  SECTION  6.02.    Indebtedness. AOLTW will not permit any of
its Restricted Subsidiaries (other than a Credit Party, TWC Parent or the
consolidated Subsidiaries of TWC Parent) to, create, incur, assume or permit to
exist any Indebtedness, except:

                  (a) with respect to all such Restricted Subsidiaries,
         Indebtedness of up to an aggregate principal amount of $1,500,000,000
         at any time outstanding;

                  (b) Indebtedness of any such Restricted Subsidiary to a
         Borrower or any Subsidiary;

<PAGE>

                                                                              46

                  (c) Guarantee Obligations of any such Restricted Subsidiary
         with respect to Indebtedness of a Borrower or any wholly owned
         Restricted Subsidiary;

                  (d) Indebtedness of any such Restricted Subsidiary incurred to
         finance the acquisition, construction or improvement of any property,
         including Capital Lease Obligations and any Indebtedness assumed in
         connection with the acquisition of any such property or secured by a
         Lien on any such property prior to the acquisition thereof, and
         extensions, renewals and replacements of any such Indebtedness that do
         not increase the outstanding principal amount thereof; provided that
         the aggregate principal amount of Indebtedness permitted by this clause
         (d) with respect to any such property shall not exceed 110% of the
         purchase price for, or the cost of construction or improvement of, such
         property;

                  (e) Indebtedness of any Person that becomes a Restricted
         Subsidiary after the date hereof; provided that (x) such Indebtedness
         exists at the time such Person becomes a Subsidiary and is not created
         in contemplation of or in connection with such Person becoming a
         Subsidiary and (y) such Indebtedness does not, directly or indirectly,
         have recourse (including by way of setoff) to AOLTW or any of its
         Restricted Subsidiaries or any asset thereof other than to the Person
         so acquired and its Subsidiaries and the assets of the Person so
         acquired and its Subsidiaries; and

                  (f) Film Financings.

                  SECTION 6.03.     Liens. Such Borrower will not, and will not
permit any of its Restricted Subsidiaries, to create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
except:

                  (a) any Lien on any property or asset of AOLTW or any
         Subsidiary existing on the date hereof; provided, that such Lien shall
         secure only those obligations which it secures on the date hereof and
         extensions, renewal and replacements thereof that do not increase the
         outstanding principal amount thereof and such Liens do not secure an
         aggregate principal amount of Indebtedness in excess of $200,000,000 or
         apply to property or assets of AOLTW and its Restricted Subsidiaries in
         excess of $200,000,000;

                  (b) any Lien existing on any property or asset prior to the
         acquisition thereof by any Borrower or any Subsidiary or existing on
         any property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a Subsidiary;
         provided that (i) such Lien is not created in contemplation of or in
         connection with such acquisition or such Person becoming a Subsidiary,
         as the case may be, (ii) such Lien shall not apply to any other
         property or assets of any Borrower or any Subsidiary and (iii) such
         Lien shall secure only those obligations which it secures on the date
         of such acquisition or the date such Person becomes a Subsidiary, as
         the case may be and extensions, renewals and replacements thereof that
         do not increase the outstanding principal amount thereof;

                  (c) Liens on property acquired, constructed or improved by any
         Borrower or any Subsidiary; provided that (i) such security interests
         secure Indebtedness permitted by clause (d) of Section 6.02, (ii) the
         Indebtedness secured thereby does not exceed 110% of the cost of
         acquiring, constructing or improving such property and (iii) such
         security

<PAGE>

                                                                              47

         interests shall not apply to any other property or assets of the any
         Borrower or any of its Subsidiaries;

                  (d) Liens to secure Film Financings; provided that such Liens
         shall extend only to the property or assets acquired with such Film
         Financing;

                  (e) Liens on Capital Stock of AOLTW and proceeds therefrom
         supporting Stock Option Loans to the extent contemplated by the
         definition thereof;

                  (f) any Copyright Liens securing obligations specified in the
         definition thereof;

                  (g) Liens securing Indebtedness of any Borrower or any
         Restricted Subsidiary and owing to such Borrower or to a Restricted
         Subsidiary of such Borrower;

                  (h) Liens on interests in or investments in any Unrestricted
         Subsidiary or in any other Person that is not a Subsidiary of AOLTW
         securing Indebtedness of such Unrestricted Subsidiary or such other
         Person;

                  (i) Liens for taxes, assessments or governmental charges or
         levies not yet due and payable or which are being contested in good
         faith by appropriate proceedings;

                  (j) Liens incidental to the ordinary conduct of such
         Borrower's business or the ownership of its assets which were not
         incurred in connection with the borrowing of money, such as carrier's,
         warehousemen's, materialmen's, landlord's and mechanic's liens, and
         which do not in the aggregate materially detract from the value of its
         assets or materially impair the use thereof in the ordinary course of
         its business; and

                  (k) other Liens in respect of property or assets of AOLTW or
         any Restricted Subsidiary so long as at the time of the securing of any
         obligations related thereto, the aggregate principal amount of all such
         secured obligations does not exceed 5% of the Consolidated Total Assets
         of AOLTW at such time (it being understood that any Lien permitted
         under any other clause in this Section 6.03 shall not be included in
         the computation described in this paragraph).

                  SECTION 6.04.     Mergers, Etc. Such Borrower will not, and
will not permit any of its Restricted Subsidiaries to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or sell, transfer, lease or otherwise dispose of (in one transaction or
in a series of transactions) all or a substantial portion of such Borrower's
consolidated assets, or all or a substantial portion of the stock of all of its
Restricted Subsidiaries, taken as a whole (in each case, whether now owned or
hereafter acquired), or liquidate or dissolve, unless (a) at the time thereof
and immediately after giving effect thereto no Event of Default shall have
occurred and be continuing and (b) after giving effect to any such transaction,
the business, taken as a whole, of such Borrower and its Restricted Subsidiaries
shall not have been altered in a fundamental and substantial manner from that
conducted by them, taken as a whole, immediately prior to the Effective Date,
provided that (i) a Borrower shall not merge into or consolidate with such other
Person, unless such Borrower shall survive such consolidation or merger, and
(ii) a Borrower shall not liquidate or dissolve or permit any Guarantor to
liquidate or dissolve except into such Borrower or another Guarantor.

<PAGE>

                                                                              48

                  SECTION 6.05.     Investments. Such Borrower will not, and
will not cause or permit any of its Restricted Subsidiaries to, make any
Investment (other than any Investment in the ordinary course of the operation of
its business) if, before or after giving effect to the commitment thereto on a
pro forma basis, an Event of Default shall have occurred and be continuing.

                  SECTION 6.06.     Restricted Payments. Such Borrower will not
declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, except such Borrower may (a) declare and pay dividends with respect to
its capital stock payable solely in additional shares of its common stock and
(b) make Restricted Payments so long as after giving effect to the making of
such Restricted Payment, no Event of Default shall have occurred and be
continuing on a pro forma basis.

                  SECTION 6.07.     Transactions with Affiliates. Such Borrower
will not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into any material transaction with any of its Affiliates,
except (a) transactions entered into prior to the date hereof or contemplated by
any agreement entered into prior to the date hereof, (b) in the ordinary course
of business or at prices and on terms and conditions not less favorable to such
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (c) transactions between or among such Borrower and its
Restricted Subsidiaries or between or among Restricted Subsidiaries, (d) any
arrangements with officers, directors, representatives or other employees of
such Borrower and its Subsidiaries relating specifically to employment as such
and (e) transactions that are otherwise permitted by this Agreement.

                  SECTION 6.08.     Unrestricted Subsidiaries. (a) Schedule 6.08
sets forth those Subsidiaries that have been designated as Unrestricted
Subsidiaries as of the date hereof, which Subsidiaries do not include any
Guarantor or a Borrower. A Borrower may designate any other of its Subsidiaries
(other than a Borrower or a Guarantor) as Unrestricted Subsidiaries from time to
time in compliance with the provisions of this Section 6.08. Such Borrower will
not designate any of its Subsidiaries as an Unrestricted Subsidiary unless at
the time such Subsidiary is designated as an Unrestricted Subsidiary, before and
after giving effect to such designation on a pro forma basis, no Event of
Default shall have occurred and be continuing, as certified in an Officers'
Certificate delivered to the Administrative Agent at the time of such
designation. Such Officers' Certificate also shall state the specific purpose
for which such designation is being made. All Subsidiaries of Unrestricted
Subsidiaries shall be Unrestricted Subsidiaries.

                  (b) A Borrower may designate or re-designate any Unrestricted
Subsidiary as a Restricted Subsidiary from time to time in compliance with the
provisions of this Section 6.08. Such Borrower will not designate or
re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, unless at
the time such Unrestricted Subsidiary is so designated or re-designated as a
Restricted Subsidiary, after giving effect to such designation or re-designation
on a pro forma basis, no Event of Default shall have occurred and be continuing,
as certified in an Officer's Certificate delivered to the Administrative Agent
at the time of such designation or re-designation.

<PAGE>

                                                                              49

                                  ARTICLE VII

                                EVENTS OF DEFAULT

                  If any of the following events ("Events of Default") shall
occur:

                  (a) any Borrower shall fail to pay any principal of any Loan
         when and as the same shall become due and payable, whether at the due
         date thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) any Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement, when and as the same
         shall become due and payable, and such failure shall continue
         unremedied for a period of five days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in any Credit Document or any amendment
         or modification thereof, or in any report, certificate, financial
         statement or other document furnished pursuant to or in connection with
         any Credit Document or any amendment or modification thereof, shall
         prove to have been incorrect in any material respect when made or
         deemed made;

                  (d) any Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02 or 5.03
         (with respect to such Borrower's existence) or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in the Credit Documents
         (other than those specified in clause (a), (b) or (d) of this Article),
         and such failure shall continue unremedied for a period of 30 days
         after notice thereof from the Administrative Agent (given at the
         request of any Lender) to any Borrower;

                  (f) any Borrower or any Restricted Subsidiary shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable after giving effect to any applicable
         grace periods;

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (after giving effect to any applicable grace
         periods) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of any Borrower or any
         Material Subsidiary of any Borrower or its debts, or of a substantial
         part of its assets, under any Federal, state or foreign bankruptcy,
         insolvency, receivership or similar

<PAGE>

                                                                              50

         law now or hereafter in effect or (ii) the appointment of a receiver,
         trustee, custodian, sequestrator, conservator or similar official for
         any Borrower or any Material Subsidiary of any Borrower or for a
         substantial part of its assets, and, in any such case, such proceeding
         or petition shall continue undismissed for 60 days or an order or
         decree approving or ordering any of the foregoing shall be entered;

                  (i) any Borrower or any Material Subsidiary of any Borrower
         shall (i) voluntarily commence any proceeding or file any petition
         seeking liquidation, reorganization or other relief under any Federal,
         state or foreign bankruptcy, insolvency, receivership or similar law
         now or hereafter in effect, (ii) consent to the institution of, or fail
         to contest in a timely and appropriate manner, any proceeding or
         petition described in clause (h) of this Article, (iii) apply for or
         consent to the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for any Borrower or any
         Material Subsidiary of any Borrower or for a substantial part of its
         assets, (iv) file an answer admitting the material allegations of a
         petition filed against it in any such proceeding, (v) make a general
         assignment for the benefit of creditors or (vi) take any action for the
         purpose of effecting any of the foregoing;

                  (j) any Borrower or any Material Subsidiary of any Borrower
         shall become unable, admit in writing or fail generally to pay its
         debts as they become due;

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $200,000,000 shall be rendered against
         any Borrower, any Material Subsidiary of any Borrower or any
         combination thereof or any action shall be legally taken by a judgment
         creditor (whose liquidated judgment, along with those of any other
         judgment creditor's, exceeds $200,000,000) to attach or levy upon any
         assets of any Borrower or any Material Subsidiary of any Borrower to
         enforce any such judgment, and the same shall remain undischarged for a
         period of 60 consecutive days during which execution shall not be
         effectively stayed, vacated or bonded pending appeal;

                  (l) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events (with respect to which a Borrower
         has a liability which has not yet been satisfied) that have occurred,
         could, reasonably be expected to result in a Material Adverse Effect;

                  (m) except as otherwise permitted by this Agreement, the
         Primary Guarantee shall cease, for any reason, to be in full force and
         effect or any Credit Party shall so assert; or

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to a Borrower
described in clause (h) or (i) of this Article), and at any time thereafter
during the continuance of such event, the Administrative Agent may, and at the
request of the Required Lenders shall, by notice to AOLTW, take either or both
of the following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and (ii)
declare the Loans then outstanding to be due and payable in whole (or in part,
in which case any principal not so declared to be due and payable may thereafter
be declared to be due and payable), and thereupon the principal of the Loans so
declared to be due and payable, together with accrued interest thereon and all
fees and other obligations of any

<PAGE>

                                                                              51

Borrower accrued hereunder, shall become due and payable immediately, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower; and in case of any event with respect to any
Borrower described in clause (h) or (i) of this Article, the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of any
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Borrower.

                                  ARTICLE VIII

                                   THE AGENTS

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise such powers as are delegated to
the Administrative Agent by the terms hereof, together with such actions and
powers as are reasonably incidental thereto.

                  Each bank serving as an Agent hereunder shall have the same
rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not an Agent, and such bank and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with any Company or Affiliate thereof as if it were not an
Agent hereunder.

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or, if so specified by this Agreement, all the Lenders), and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to any Company that is communicated to or obtained by the bank serving
as Administrative Agent or any of its Affiliates in any capacity. The
Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or, if so specified
by this Agreement, all the Lenders) or in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not
to have knowledge of any Default unless and until written notice thereof is
given to the Administrative Agent by any Borrower or a Lender, and the
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Credit Document, (ii) the contents
of any certificate, report or other document delivered under any Credit Document
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in the Credit
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Credit Document or any other agreement, instrument or document, or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

<PAGE>

                                                                              52

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by a proper Person. An
initial list of the proper Persons with respect to the Borrowers appears on
Schedule 8. Schedule 8 shall not be altered except in writing by a Person
appearing thereon (or by a successor to such Person occupying the equivalent
office). The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon so long as such statement, in
the case of a Borrowing Request, complies with the requirements of Section 2.03
in all material respects (it being understood that oral notices of borrowing
will be confirmed in writing by such Borrower in accordance with Section 2.03).
The Administrative Agent may consult with legal counsel (who may be counsel for
the Borrowers), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with
the advice of any such counsel, accountants or experts.

                  The Administrative Agent may perform any and all its duties
and exercise its rights and powers by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrowers. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor which, so long as no Event of Default is
continuing, shall be reasonably acceptable to the Borrowers. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrowers to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by it while it was acting as Administrative Agent.

                  The Lenders agree to indemnify each Agent in its capacity as
such (to the extent not reimbursed by the Borrowers and without limiting the
obligation of the Borrowers to do so), ratably according to their Commitments in
effect (or at any time after the Commitments have terminated, their Revolving
Credit Exposure) on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the
Commitments

<PAGE>

                                                                              53

shall have terminated and the Loans shall have been paid in full, ratably in
accordance with their Commitments (or, if the Commitments have terminated
earlier, their Revolving Credit Exposures) immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Credit Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.

                  Each Lender acknowledges that it has, independently and
without reliance upon any Agent or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

                  The Co-Syndication Agents and Co-Documentation Agents shall
not have any duties or responsibilities hereunder in their capacity as such.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01.     Notices. Except in the case of notices and
other communications expressly permitted to be given by telephone, all notices
and other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:

                  (a) if to AOLTW, to it at 75 Rockefeller Plaza, New York,
         New York 10019, Attention of Chief Financial Officer (Facsimile No.
         (212) 405-5213), with copies to its General Counsel (Facsimile No.
         (212) 258-3172), and its Treasurer (Facsimile No. (212) 258-3020);

                  (b) if to AOLTWFI, to it at 1 North Wall Quay, Dublin 1
         Ireland, Attention of Gillian Connolly (Facsimile No. 353-1-622-2222),
         with a copy to AOLTW as specified above;

                  (c) if to the Administrative Agent, to JPMorgan Chase Bank,
         Agent Bank Services Group, One Chase Manhattan Plaza, New York, New
         York 10081, Attention of Janet Belden (Facsimile No. 212-552-5658),
         with a copy to (i) JPMorgan Chase Bank, 270 Park Avenue, New York, New
         York 10017, Attention of Joan Fitzgibbon (Facsimile

<PAGE>

                                                                              54

         No. 212-270-4164); (ii) in the case of a Eurocurrency Borrowing,
         JPMorgan Chase Bank, London Branch, 125 London Wall, London, EC2Y 5AJ,
         Attention of Steve Clarke (Facsimile No. 44-20-7777-2360); and (iii) in
         the case of a Yen Loan, JPMorgan Chase Bank, Tokyo Branch, 5-2-20,
         Akasaka, Minato-ku, Tokyo 107-6151 Japan, Attention of Naoko Morimoto,
         Banking Service Operations (Facsimile No. 813-5570-7539); and

                  (d) if to any other Lender, to it at its address (or facsimile
         number) set forth in its Administrative Questionnaire.

Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

                  SECTION 9.02.     Waivers; Amendments. (a) No failure or delay
by the Administrative Agent or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by any Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders or by the
Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) change Section 2.17(b) or (c) in a manner that would alter the pro rata
sharing of payments required thereby, without the written consent of each
Lender, (v) release any Guarantor under the Primary Guarantee without the
written consent of each Lender, or (vi) change any of the provisions of this
Section or the definition of "Required Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent hereunder without the prior written consent of the
Administrative Agent.

<PAGE>

                                                                              55

                  SECTION 9.03.     Expenses; Indemnity; Damage Waiver. (a)
AOLTW shall, or shall cause the other Borrower to, pay (i) all reasonable
out-of-pocket expenses incurred by the Arrangers, the Administrative Agent and
its Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of the
Credit Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), and (ii) all out-of-pocket expenses incurred by the Agents or the
Lenders, including the reasonable fees, charges and disbursements of any counsel
for the Agents or the Lenders in connection with the enforcement or protection
of its rights in connection with any Credit Document, including its rights under
this Section, or in connection with the Loans made hereunder, including in
connection with any workout, restructuring or negotiations in respect thereof,
it being understood that the Agents and the Lenders shall use, and AOLTW shall
only be required to pay such fees, charges and disbursements of, a single
counsel, unless (and to the extent) conflicts of interests require the use of
more than one counsel.

                  (b) AOLTW shall, or shall cause the other Borrower to,
indemnify each Agent and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and
hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of any Credit Documents or any agreement or instrument
contemplated thereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the use of, or the proposed
use of, the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by any Company,
or any Environmental Liability related in any way to any Company, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.

                  (c) To the extent that any of the Borrowers fail to pay any
amount required to be paid by them to the Administrative Agent under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent in its capacity as such.

                  (d) To the extent permitted by applicable law, no Borrower
shall assert, and each Borrower hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or the use of the proceeds
thereof.

<PAGE>

                                                                              56

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04.     Successors and Assigns. (a) The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
no Credit Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender except in
accordance with Section 6.04 (and any attempted assignment or transfer by such
Credit Party without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.

                  (b) Any Lender other than a Conduit Lender may assign to one
or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans at the
time owing to it); provided that (i) except in the case of an assignment to a
Lender or a Lender Affiliate, each of AOLTW and the Administrative Agent must
give its prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed), (ii) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the entire remaining
balance of the assigning Lender's Commitment, each assignment shall not be less
than an aggregate principal amount of $15,000,000, (iii) except in the case of
an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining balance of the assigning Lender's Commitment, the remaining
amount of the Commitment of the assigning Lender after giving effect to such
assignment shall not be less than $15,000,000 unless, in the case of clauses
(ii) or (iii), each of AOLTW and the Administrative Agent otherwise consents,
(iv) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender's rights and obligations under this Agreement,
(v) except in the case of an assignment to an Affiliate of the assigning Lender
on or about the Effective Date, the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500 (which fee shall be sufficient to
record an assignment under all Facilities), and (vi) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; provided further that any consent of AOLTW otherwise required
under this paragraph shall not be required if an Event of Default under clause
(h) or (i) of Article VII has occurred and is continuing. Upon acceptance and
recording pursuant to paragraph (d) of this Section, from and after the
effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender
under this Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall (i)
continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 9.03)
and (ii) continue to be subject to the confidentiality provisions hereof. Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with paragraph (e) of this Section. Notwithstanding
the foregoing, any Conduit Lender may assign at any time to its designating
Lender hereunder

<PAGE>

                                                                              57

without the consent of any Borrower or the Administrative Agent any or all of
the Loans it may have funded hereunder and pursuant to its designation agreement
and without regard to the limitations set forth in the first sentence of this
Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrowers, shall maintain at one of its offices in The City of New
York a copy of each Assignment and Acceptance delivered to it and a register for
the recordation of the names and addresses of the Lenders, and the Commitment
of, and principal amount of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the "Register"). The entries in the Register
shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.

                  (d) Upon its receipt of a duly completed Assignment and
Acceptance executed by an assigning Lender and an assignee, the assignee's
completed Administrative Questionnaire (unless the assignee shall already be a
Lender hereunder), the processing and recordation fee referred to in paragraph
(b) of this Section and any written consent to such assignment required by
paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Acceptance and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

                  (e) Any Lender other than a Conduit Lender may, without the
consent of any Borrower or the Administrative Agent, sell participations to one
or more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
9.02(b) that affects such Participant. Subject to paragraph (f) of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrowers' prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.16 unless
the Borrowers are notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with
Section 2.16(e) as though it were a Lender.

<PAGE>

                                                                              58

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any such pledge or assignment to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto.

                  (h) Each Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (g) above.

                  (i) Each Borrower, each Lender and the Administrative Agent
hereby confirms that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.

                  SECTION 9.05.     Survival. All covenants, agreements,
representations and warranties made by the Credit Parties herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

                  SECTION 9.06.     Counterparts; Integration; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto
on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. This Agreement
and any separate letter agreements with respect to fees payable to the Lenders
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by
the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
facsimile shall be effective as delivery of a manually executed counterpart of
this Agreement.

<PAGE>

                                                                              59

                  SECTION 9.07.     Severability. Any provision of this
Agreement held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction.

                  SECTION 9.08.     Right of Setoff. If an Event of Default
shall have occurred and be continuing, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other indebtedness at any time owing by such
Lender to or for the credit or the account of any of the Credit Parties (other
than indebtedness related to commercial advertising and marketing arrangements
entered into in the ordinary course of business) against any of and all the
obligations of any of the Credit Parties now or hereafter existing under this
Agreement held by such Lender, irrespective of whether or not such Lender shall
have made any demand under this Agreement and although such obligations may be
unmatured. The rights of each Lender under this Section are in addition to other
rights and remedies (including other rights of setoff) which such Lender may
have.

                  SECTION 9.09.     Governing Law; Jurisdiction; Consent to
Service of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each Credit Party hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to the Credit Documents, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding shall be
heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

                  (c) Each Credit Party hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON

<PAGE>

                                                                              60

CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11.     Headings. Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12.     Confidentiality. Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
provided that in connection with any such requirement by a subpoena or similar
legal process, AOLTW is given prior notice to the extent such prior notice is
permissible under the circumstances and an opportunity to object to such
disclosure, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or the enforcement of rights hereunder, (f) subject to an express
agreement for the benefit of the Borrowers containing provisions substantially
the same as those of this Section, to any (i) assignee (or Conduit Lender) of or
Participant in, or any prospective assignee (or Conduit Lender) of or
Participant in, any of its rights or obligations under this Agreement or (ii)
hedging agreement counterparty (or such contractual counterparty's professional
advisor), (g) with the consent of AOLTW or (h) to the extent such Information
(i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Administrative Agent or any Lender on a
nonconfidential basis from a source other than the Borrowers. For the purposes
of this Section, "Information" means all information received from one or more
of the Borrowers, whether oral or written, relating to the Borrowers or their
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by one or more of the Borrowers; provided that, in the case of
information received from one or more of the Borrowers after the date hereof,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information, including in accordance with Regulation FD as
promulgated by the SEC.

                  SECTION 9.13.     Acknowledgements. Each Borrower hereby
acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and the other Credit
         Documents;

<PAGE>

                                                                              61

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to any Borrower arising out of or
         in connection with this Agreement or any of the other Credit Documents,
         and the relationship between Administrative Agent and Lenders, on one
         hand, and the Borrowers, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Credit
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Borrowers and the
         Lenders.

                  SECTION 9.14.     Judgment Currency. If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder
or under any other Credit Document in one currency into another currency, the
rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is
given. The obligation of each of the applicable Borrowers in respect of any such
sum due from it to either the Administrative Agent or any Lender hereunder or
under any other Credit Document shall, notwithstanding any judgment in a
currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
"Agreement Currency"), be discharged only to the extent that on the Business Day
following receipt by the Administrative Agent or such Lender of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such Lender
may in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally adjudged to be
due to the Administrative Agent or such Lender in the Agreement Currency (as
converted on the date of final judgment), the Borrowers agree, jointly and
severally, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender against such loss. If the
amount of the Agreement Currency so purchased is greater than the sum originally
adjudged to be due to the Administrative Agent or such Lender in such currency,
the Administrative Agent or such Lender agrees to return the amount of any
excess to the Borrowers (or to any other Person who may be entitled thereto
under applicable law). The obligations of the Borrowers contained in this
Section 9.14 shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder.

                  SECTION 9.15.     Loans to Borrowers Separate Credit Facility.
Notwithstanding anything to the contrary, the parties hereto acknowledge and
agree that (a) the Commitments being provided hereunder are set forth in a
single agreement for convenience only, and the Loans to each of the Borrowers
are to be considered by the parties hereto as being made under a separate credit
facility for each Borrower and (b) the obligations of the Borrowers under this
Agreement are several and not joint except as otherwise explicitly provided in
this Agreement.

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.

                                    AOL TIME WARNER INC.

                                    By     /s/ Raymond G. Murphy
                                        ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer

                                    AOL TIME WARNER FINANCE IRELAND

                                    By     /s/ Raymond G. Murphy
                                       ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer

             AOL Time Warner Inc and AOL Time Warner Finance Ireland
                      Amended and Restated Credit Agreement

<PAGE>

                                    JPMORGAN CHASE BANK,
                                   as Administrative Agent

                                    By    /s/ Joan Fitzgibbon
                                       ------------------------
                                       Name:  Joan Fitzgibbon
                                       Title: Managing Director

<PAGE>

                                                                   SCHEDULE 1.01

                          CALCULATION OF MANDATORY COST

The mandatory cost rate referred to in the definition of "Pound Sterling
Overnight Rate" in Section 1.01 of the Credit Agreement will be the rate
determined by the Administrative Agent (rounded upward, if necessary, to four
decimal places) in accordance with the following formula (expressed as a
percentage per annum):

                              CL + S(L - Z) + 0.01F
                              ---------------------
                                  100 - (C + S)

Where on the day of application of the formula:

C                 The amount required to be held as a non-interest bearing cash
                  ratio deposit with the Bank of England expressed as a
                  percentage of each of the Reference Bank's Eligible
                  Liabilities (above any stated minimum).

F                 The amount of Pound Sterling per L 1,000,000 of the fee
                  base of each Reference Bank payable to the Financial Services
                  Authority per annum (disregarding any minimum fee payable
                  under the Fees Regulations).

L                 The rate of interest per annum at which Pound Sterling
                  deposits of an amount comparable to the Borrowing or other
                  amount are offered by each Reference Bank to leading banks in
                  the London interbank market at or about 11:00 a.m. on the date
                  of calculation for a period comparable to the period for which
                  the Mandatory Cost is to be calculated; or

                  The Pound Sterling Overnight Rate for the relevant day as
                  calculated without taking into account the Mandatory Cost is
                  the rate of interest (less margin and the Mandatory Cost)
                  payable on that day on the related Borrowing pursuant to
                  clause Section 2.12 of this Agreement.

S                 The amount required to be placed as Special Deposits with the
                  Bank of England, expressed as a percentage of each of the
                  Reference Bank's Eligible Liabilities (above any stated
                  minimum).

Z                 The lower of L and the rate of interest per annum paid by the
                  Bank of England on Special Deposits at or about 11:00 a.m. on
                  the date of calculation.

<PAGE>

For the purposes of calculating the Mandatory Cost:

(i)               C, L, S and Z are included in the formula as numbers and not
                  as percentages, e.g. if C = 0.15 percent and L = 7 percent, CL
                  is calculated at 0.15 x 7;

(ii)              the formula is applied on the first day of each period for
                  which it falls to be calculated (and the result shall apply
                  for the duration of such period);

(iii)             each amount is rounded up to the nearest four decimal places;
                  and

(iv)              if the formula produces a negative percentage, the percentage
                  shall be taken as zero.

If alternative or additional financial requirements are imposed by the Bank of
England, the Financial Services Authority or any other fiscal, monetary or
governmental authority or agency (including the European Central Bank) which in
the Administrative Agent's reasonable opinion make the above formula (or any
element thereof, or any defined term used therein) no longer appropriate, the
Administrative Agent (following consultation with the Borrowers and the Required
Lenders) shall be entitled by notice to the Borrowers to stipulate such other
formula as shall be suitable to apply in substitution for the above formulae.
Any such variation shall, in the absence of manifest error, be conclusive and
binding on all parties and shall apply from the date specified in such notice.

For the purposes of this Schedule:

                  "Bank of England Act" means the Bank of England Act 1998;

                  "Eligible Liabilities" has the meaning given to that term in
                  the Cash Ratio Deposits (Eligible Liabilities) Order 1998 or
                  the applicable substitute order made under the Bank of England
                  Act as in force on the date of application of the formula;

                  "Fee Base" has the meaning given to that term in the Fees
                  Regulations;

                  "Fees Regulations" means the Banking Supervision (Fees)
                  Regulations 2001 or the applicable substitute regulations made
                  under the Bank of England Act as are in force on the date of
                  application of the formula; and

                  "Special Deposits" has the meaning given to that term by the
                  Bank of England on the date of application of the formula.

Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.

<PAGE>

                                                                   SCHEDULE 2.01
                         Address of Notices; Commitments

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
Lender Name and Address               Commitment            Yen Commitment
--------------------------------------------------------------------------
<S>                                   <C>                   <C>
JPMorgan Chase Bank                   $  173,750,000.00       $  0.00

270 Park Avenue, 36th Floor
New York, NY 10017
Attn: Joan Fitzgibbon
Telephone: 212-270-1786
Facsimile: 212-270-4164
--------------------------------------------------------------------------
Bank of America, N.A.                 $  173,750,000.00       $  0.00

335 Madison Avenue, 5th Floor
New York, NY 10017
Attn: Thomas J. Kane
Telephone: 212-503-7980
Facsimile: 212-503-7173
--------------------------------------------------------------------------
ABN AMRO Bank N.V.                    $  161,250,000.00       $  0.00

55 East 52nd Street, 7th Floor
New York, NY 10055
Attn: Nan Logan
Telephone: 212-409-1546
Facsimile: 212-409-5406
--------------------------------------------------------------------------
Citibank, N.A.                        $  161,250,000.00       $  0.00

388 Greenwich Street, 21st Floor
New York, NY 10013
Attn: Julio Ojea Quintana
Telephone: 212-816-8497
Facsimile: 212-816-8084
--------------------------------------------------------------------------
BNP Paribas                           $  161,250,000.00       $  0.00

787 Seventh Avenue
New York, NY 10019
Attn: Charles Romano
Telephone: 212-941-2968
Facsimile: 212-841-2369
--------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------
<S>                                   <C>                   <C>
BankOne, N.A.                         $  118,750,000.00       $  0.00

1 BankOne Plaza
Chicago, IL 60670
Attn: Jennifer L. Jones
Telephone: 312-732-1005
Facsimile: 312-732-8587
--------------------------------------------------------------------------
Barclays Bank PLC                     $  118,750,000.00       $  0.00

101 California Street, Suite 1800
San Francisco, CA 94111
Attn: Danielle Lacovone
Telephone: 415-765-4736
Facsimile: 415-765-4760
200 Park Avenue
New York, NY 10265
Attn: Peter Yetman
Telephone: 212-412-7683
Facsimile: 212-412-7511
--------------------------------------------------------------------------
Deutsche Bank AG, New York Branch     $  118,750,000.00       $  0.00

31 West 52nd Street
New York, NY 10019
Attn: William W. McGinty
Telephone: 212-489-8662
Facsimile: 212-469-7070
--------------------------------------------------------------------------
Royal Bank of Scotland plc            $  118,750,000.00       $  0.00

101 Park Avenue, 10th Floor
New York, NY 10178
Attn: Brian Woods
Telephone: 212-401-3403
Facsimile: 212-401-3456
--------------------------------------------------------------------------
WestLB AG, New York Branch            $  118,750,000.00       $  0.00

1211 Avenue of the Americas
New York, NY 10036
Attn: Lucie Guernsey
Telephone: 212-852-6335
Facsimile: 212-852-6307
--------------------------------------------------------------------------
The Bank of Nova Scotia               $  106,250,000.00       $  0.00

One Liberty Plaza, 26th Floor
New York, NY 10006
Attn: Jonathan Silsby
Telephone: 212-225-5230
Facsimile: 212-225-5090
--------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------
<S>                                   <C>                   <C>
Dresdner Bank AG, New York and        $   87,500,000.00       $  0.00
Grand Cayman Branches

75 Wall Street
New York, NY 10005
Attn: Brian Haughney
Telephone: 212-429-2443
Facsimile: 212-429-4181
--------------------------------------------------------------------------
Fleet National Bank                   $   87,500,000.00       $  0.00

100 Federal Street
Boston, MA 02110
Attn: Patrick Bonebrake
Telephone: 617-434-1156
Facsimile: 617-434-8426
--------------------------------------------------------------------------
HSBC Bank USA                         $   87,500,000.00       $  0.00

452 Fifth Avenue, 5th Floor
New York, NY 10005
Attn: Christopher J. Heusler
Telephone: 212-525-2496
Facsimile: 212-525-2479
--------------------------------------------------------------------------
Mizuho Corporate Bank, LTD.           $   87,500,000.00       $  0.00

1251 Avenue of the Americas
New York, NY 10020
Attn:  Daniel Guevara
Telephone: 212-282-4537
Facsimile: 212-282-4383
--------------------------------------------------------------------------
Morgan Stanley Bank                   $   56,250,000.00       $  0.00

1221 Avenue of the Americas, 35th
Floor
New York, NY 10020
Attn: Joseph DiTomaso
Telephone: 212-762-5811
Facsimile: 212-762-9181
--------------------------------------------------------------------------
Bank of Tokyo-Mitsubishi Ltd., NY     $   81,250,000.00       $  0.00
Branch

1251 Avenue of the Americas, 12th
Floor
New York, NY 10020
Attn: Jeffrey Millar
Telephone: 212-782-4358
Facsimile: 212-782-6445
--------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------
<S>                                   <C>                   <C>
Bear Stearns Corporate Lending Inc.   $   62,500,000.00       $  0.00

383 Madison Avenue, 8th Floor
New York, NY 10179
Attn:  Stephen Okeefe
Telephone: 212-272-9430
Facsimile: 212-272-9184
--------------------------------------------------------------------------
Commerzbank AG, New York and          $   62,500,000.00       $  0.00
Grand Cayman Branches

2 World Financial Center
New York, NY 10281
Attn: Robert Donohue
Telephone: 212-266-7336
Facsimile: 212-266-7594
--------------------------------------------------------------------------
Merrill Lynch Bank USA                $   25,000,000.00       $  0.00

15 West South Temple, Suite 300
Salt Lake City, UT 84101
Attn: Butch Adler
Telephone: 801-526-8324
Facsimile: 801-531-7470
--------------------------------------------------------------------------
Lehman Commercial Paper Inc.          $   62,500,000.00       $  0.00

c/o Simpson Thacher & Bartlett
425 Lexington Avenue, Room 2533
New York, NY 10017
Attn: Andrew Keith
Telephone: 212-455-7569
Facsimile: 212-455-7241
--------------------------------------------------------------------------
Societe Generale                      $   62,500,000.00       $  0.00

1221 Avenue of the Americas
New York, NY 10020
Attn: Richard Knowlton
Telephone: 212-278-6163
Facsimile: 212-278-6146
--------------------------------------------------------------------------
Mellon Bank, N.A.                     $   37,500,000.00       $  0.00

1 Mellon Bank Center
500 Grant Street, Rm. 4450
Pittsburgh, PA 15258
Attn: Thomas Tarasovich, Jr.
Telephone: 412-236-2790
Facsimile: 412-236-6112
--------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------
<S>                                   <C>                   <C>
Lloyds TSB Bank, plc                  $   25,000,000.00       $  0.00

575 Fifth Avenue, 17th Floor
New York, NY 10017
Attn: Windsor Davies
Telephone: 212-930-8909
Facsimile: 212-930-5098
--------------------------------------------------------------------------
National Australia Bank Limited,      $   25,000,000.00       $  0.00
A.C.N

200 Park Avenue, 34th Floor
New York, NY 10166
Attn: Ed Salazar
Telephone: 212-916-9515
Facsimile: 212-983-1969
--------------------------------------------------------------------------
Norddeutsche Landesbank Girozentrale  $   25,000,000.00       $  0.00
New York Branch and/or Cayman
Island Branch

1114 Avenue of the Americas, 37th
Floor
New York, NY 10036
Attn: Stephanie Finnen
Telephone: 212-812-6806
Facsimile: 212-812-6860
--------------------------------------------------------------------------
Sumitomo Mitsui Banking Corporation   $   37,500,000.00       $  0.00

277 Park Avenue
New York, NY 10172
Attn: Leo Pagarigan
Telephone: 212-224-4306
Facsimile: 212-224-4384
--------------------------------------------------------------------------
Bank of New York                      $   25,000,000.00

One Wall Street, 16th Floor
New York, NY 10286
Attn: Geoffrey C. Brooks
Telephone: 212-635-8475
Facsimile: 212-635-8593
--------------------------------------------------------------------------
UFJ Bank Limited                      $   18,750,000.00

55 East 52nd Street, 26th Floor
New York, NY  10055
Attn: Joseph Leo
Telephone: 212-339-6205
Facsimile: 212-754-1304
--------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
--------------------------------------------------------------------------
<S>                                   <C>                   <C>
Credit Lyonnais                       $   12,500,000.00

1301 Avenue of the Americas
New York, NY 10019
Attn: Patrick McCarthy
Telephone: 212-261-7263
Facsimile: 212-261-3288
--------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                              A BORROWING NOTICE (PURSUANT AND
                              SUBJECT TO SECTION 2.03 OR SECTION
                              2.04, AS APPLICABLE) OR AN INTEREST      PREPAYMENT NOTICE
                              ELECTION (PURSUANT TO SECTION 2.07)      (PURSUANT TO SECTION 2.10)
     LOAN TYPE:               MUST BE GIVEN NOT LATER THAN:            MUST BE GIVEN NOT LATER THAN:
-----------------------------------------------------------------------------------------------------
<S>                           <C>                                      <C>
REVOLVING LOANS
-----------------------------------------------------------------------------------------------------
Any Eurocurrency              11:00 am New York City time three (3)    12:00 pm New York City time
Borrowing                     Business Days before the date of the     three (3) Business Days before
                              proposed Borrowing.                      the date of prepayment.
-----------------------------------------------------------------------------------------------------
Alternative Base              10:00 am New York City time on the       12:00 pm New York City time
Rate Borrowing                day of the proposed Borrowing.           one (1) Business Day before
                                                                       the date of prepayment.
-----------------------------------------------------------------------------------------------------
Pound Sterling                10:00 am London time one (1) Business    12:00 pm London time one (1)
Overnight Rate                Day before the date of the proposed      Business Day before the date
Borrowing                     Borrowing.                               of prepayment.
-----------------------------------------------------------------------------------------------------
Euro Overnight Rate           10:00 am London time on the day of the   12:00 pm London time one (1)
Borrowing                     proposed Borrowing (subject to the       Business Day before the date
                              limitation in Section 2.03).             of prepayment.
-----------------------------------------------------------------------------------------------------
TIBOR Borrowing               11:00 am Tokyo time three (3) Business   12:00 pm Tokyo time three (3)
                              Days before the date of the proposed     Business Days before the date
                              Borrowing.                               of prepayment.
-----------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS
<TABLE>
-----------------------------------------------------------------------------
<S>              <C>
Bank:            The JPMorgan Chase Bank

Address:         One Chase Manhattan Plaza
                 New York, NY 10005

ABA:             021 000 021
Account Name:    Time Warner Entertainment Co., L.P. d/b/a Time Warner Cable
Account Number:  325-005265
-----------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                   SCHEDULE 6.08

                            UNRESTRICTED SUBSIDIARIES

1. AOL Canada, Inc.

2. AP Financing, Inc.

3. Astronaut Financing, Inc.

4. Atlanta Hawks, L. P.

5. Blade Financing, Inc.

6. Blast Financing, Inc.

7. Corruptor Financing, Inc.

8. DRC Financing, Inc.

9. Frequency Financing, Inc.

10. Invisible Financing, Inc.

11. LIS Financing, Inc.

12. LN Financing, Inc.

13. LOR Financing, Inc.

14. LS Financing, Inc.

15. Magnolia Avenue Financing, Inc.

16. NL Receivables LLC

17. Pleasantville Financing, Inc.

18. POG Financing, Inc.

19. Rush Hour Financing, Inc.

20. TAC Financing, Inc.

21. TBS Funding Corp.

22. Time Receivables Company LLC

23. TWE-NL Receivables LLC

24. TWE Receivable Trust I

25. TW Receivables, Inc.

26. Turner Arena Operations, Inc.

27. WAG Financing, Inc.

28. TWEAN Subsidiary, LLC

<PAGE>

                                                                      SCHEDULE 8

                             LIST OF PROPER PERSONS

<TABLE>
<CAPTION>
      Name                                Title
      ----                                -----
<S>                           <C>
Wayne H. Pace                 Exec. Vice President and CFO

Raymond G. Murphy             Vice President and Treasurer

Edward B. Ruggiero            Vice President - Corporate Finance

Matt Siegel                   Asst. Treasurer

Eric Schott*                  Asst. Treasurer
</TABLE>

-----------
* The Administrative Agent may act upon Mr. Schott's verbal instructions which
will be followed by written confirmation from one of the other above named
officers.

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

                  Each of the undersigned parties to the Primary Guarantee,
dated as of July 8, 2002 and as amended, supplemented or otherwise modified from
time to time, made by the undersigned in favor of JPMorgan Chase Bank, as
Administrative Agent, for the benefit of the Lenders, hereby (a) consents to the
transactions contemplated by the foregoing Agreement and (b) acknowledges and
agrees that the guarantee of such party contained in the Primary Guarantee is,
and shall remain, in full force and effect after giving effect to the foregoing
Agreement and all prior modifications thereto.

                                    AOL TIME WARNER INC.

                                    By: /s/ Raymond G. Murphy
                                        ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer

                                    AMERICA ONLINE, INC.

                                    By: /s/ Raymond G. Murphy
                                        ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer

                                    TIME WARNER INC.

                                    By: /s/ Raymond G. Murphy
                                        ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer

                                    TURNER BROADCASTING SYSTEMS, INC.

                                    By: /s/ Raymond G. Murphy
                                        ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer

                                    TIME WARNER COMPANIES, INC.

                                    By: /s/ Raymond G. Murphy
                                        ---------------------------------
                                        Name:  Raymond G. Murphy
                                        Title: Vice President & Treasurer