<PAGE>
                                                                   EXHIBIT 10.51

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

                      AMENDED AND RESTATED CREDIT AGREEMENT

           Dated as of December 9, 2003 and amended and restated as of

                                February 15, 2006

                                      among

                             TIME WARNER CABLE INC.,
                                   as Borrower

                            The Lenders Party Hereto,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

              CITIBANK, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH,
                            as Co-Syndication Agents,

                                       and

              BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as Co-Documentation Agents

               $6,000,000,000 FIVE-YEAR REVOLVING CREDIT FACILITY

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

        BANC OF AMERICA SECURITIES LLC AND DEUTSCHE BANK SECURITIES, INC.
                  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......................    20
  SECTION 1.03. Terms Generally.............................................    20
  SECTION 1.04. Accounting Terms; GAAP......................................    20

ARTICLE II The Credits......................................................    21

  SECTION 2.01. Commitments.................................................    21
  SECTION 2.02. Loans and Borrowings........................................    21
  SECTION 2.03. Requests for Revolving Borrowings...........................    21
  SECTION 2.04. Swingline Loans.............................................    22
  SECTION 2.05. Letters of Credit...........................................    23
  SECTION 2.06. Funding of Borrowings.......................................    27
  SECTION 2.07. Interest Elections..........................................    27
  SECTION 2.08. Termination and Reduction of Commitments....................    28
  SECTION 2.09. Repayment of Loans; Evidence of Debt........................    29
  SECTION 2.10. Prepayment of Loans.........................................    30
  SECTION 2.11. Fees........................................................    30
  SECTION 2.12. Interest....................................................    31
  SECTION 2.13. Alternate Rate of Interest..................................    32
  SECTION 2.14. Increased Costs.............................................    32
  SECTION 2.15. Break Funding Payments......................................    34
  SECTION 2.16. Taxes.......................................................    34
  SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs..    36
  SECTION 2.18. Mitigation Obligations; Replacement of Lenders..............    37

ARTICLE III Representations and Warranties..................................    38

  SECTION 3.01. Organization; Powers........................................    38
  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........................    40
  SECTION 3.07. Compliance with Laws and Agreements.........................    40
  SECTION 3.08. Government Regulation.......................................    40
  SECTION 3.09. Taxes.......................................................    40
  SECTION 3.10. ERISA.......................................................    40
  SECTION 3.11. Disclosure..................................................    40

ARTICLE IV Conditions.......................................................    41

  SECTION 4.01. Amendment Effective Date....................................    41
  SECTION 4.02. Increased Commitments.......................................    42
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                              <C>
   SECTION 4.03. Each Credit Event..........................................    42

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

   SECTION 5.01. Financial Statements and Other Information..................    43
   SECTION 5.02. Notices of Material Events..................................    45
   SECTION 5.03. Existence; Conduct of Business..............................    45
   SECTION 5.04. Payment of Obligations......................................    45
   SECTION 5.05. Maintenance of Properties; Insurance........................    45
   SECTION 5.06. Books and Records; Inspection Rights........................    46
   SECTION 5.07. Compliance with Laws........................................    46
   SECTION 5.08. Use of Proceeds.............................................    46
   SECTION 5.09. Fiscal Periods; Accounting..................................    4

ARTICLE VI Negative Covenants................................................    46

   SECTION 6.01. Consolidated Leverage Ratio.................................    47
   SECTION 6.02. Indebtedness................................................    47
   SECTION 6.03. Liens.......................................................    47
   SECTION 6.04. Mergers, Etc................................................    48
   SECTION 6.05. Investments.................................................    49
   SECTION 6.06. Restricted Payments.........................................    49
   SECTION 6.07. Transactions with Affiliates................................    49
   SECTION 6.08. Unrestricted Subsidiaries...................................    49
   SECTION 6.09. Amendments to Purchase Agreement............................    50

ARTICLE VII Events of Default................................................    50

ARTICLE VIII The Agents......................................................    53

ARTICLE IX Miscellaneous.....................................................    56

   SECTION 9.01. Notices.....................................................    56
   SECTION 9.02. Waivers; Amendments.........................................    57
   SECTION 9.03. Expenses; Indemnity; Damage Waiver..........................    58
   SECTION 9.04. Successors and Assigns......................................    59
   SECTION 9.05. Survival....................................................    61
   SECTION 9.06. Counterparts; Integration; Effectiveness....................    61
   SECTION 9.07. Severability................................................    62
   SECTION 9.08. Right of Setoff.............................................    62
   SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process..    62
   SECTION 9.10. WAIVER OF JURY TRIAL........................................    63
   SECTION 9.11. Headings....................................................    63
   SECTION 9.12. Confidentiality.............................................    63
   SECTION 9.13. Acknowledgements............................................    64
   SECTION 9.14. Guarantees..................................................    64
   SECTION 9.15. USA Patriot Act.............................................    64
</TABLE>


                                       ii

<PAGE>

SCHEDULES:

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
Exhibit C   Form of Supplemental Guarantee


                                       iii

<PAGE>

          AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (as further amended,
supplemented or otherwise modified from time to time, this "Agreement") dated as
of December 9, 2003, and amended and restated as of February 15, 2006, among
TIME WARNER CABLE INC., a Delaware corporation (together with any replacement or
successor entity pursuant to Section 6.04, the "Borrower"), the several banks
and other financial institutions from time to time parties to this Agreement
(the "Lenders"), CITIBANK, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as
co-syndication agents (in such capacity, the "Co-Syndication Agents"), BNP
PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents (in
such capacity, the "Co-Documentation Agents") and BANK OF AMERICA, N.A., as
administrative agent.

                                   WITNESSETH:

          WHEREAS, the Borrower, Time Warner Entertainment Company, L.P., a
Delaware limited partnership ("TWE"), the lenders party thereto, the
co-syndication agents and co-documentation agents named therein, and JPMorgan
Chase Bank, N.A., as administrative agent, are parties to a Five-Year Credit
Agreement, dated as of December 9, 2003, as amended and restated as of November
23, 2004 (the "Existing Five-Year Credit Agreement");

          WHEREAS, the Borrower has requested that the Existing Five-Year Credit
Agreement be amended and restated in its entirety as set forth herein;

          WHEREAS, the Borrower and TWE have requested that TWE no longer be a
party to the Existing Five-Year Credit Agreement;

          WHEREAS, the Borrower has requested the Lenders to make loans and
other extensions of credit to it in an aggregate amount at any time outstanding
of up to $6,000,000,000 as more particularly described herein;

          WHEREAS, the Lenders are willing to make such loans and other
extensions of credit on the terms and conditions contained herein;

          NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Existing Five-Year Credit Agreement is hereby amended and
restated in its entirety 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 a
Loan, or the Loans comprising such Borrowing, bearing interest at a rate
determined by reference to the Alternate Base Rate.

<PAGE>

                                                                               2


          "Acquisition" means the acquisition by the Borrower and/or its
Subsidiaries of certain assets and related liabilities of Adelphia and its
affiliates pursuant to the Purchase Agreement.

          "Acquisition Effective Date" means the date on which the conditions
specified in Section 4.02 are satisfied (or waived in accordance with Section
9.02).

          "Adelphia" means Adelphia Communications Corporation, a Delaware
corporation.

          "Adelphia Transaction" means, collectively, (a) the Acquisition, (b)
the Swap Transactions and (c) the Redemptions.

          "Adjusted Financial Statements" means, for any period, (a) the balance
sheet of the Borrower and the Restricted Subsidiaries (treating Unrestricted
Subsidiaries as equity investments of the Borrower to the extent that such
Unrestricted Subsidiaries would not otherwise be treated as equity investments
of the Borrower 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 the
Borrower to the extent that such Unrestricted Subsidiaries would not otherwise
be treated as equity investments of the Borrower in accordance with GAAP).

          "Adjusted LIBO Rate" means with respect to any Eurodollar 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 Bank of America, N.A., 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.

<PAGE>

                                                                               3


          "Amendment Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02), which date is February 15, 2006.

          "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 (or an equivalent thereof) assigned by
Moody's and S&P, respectively, applicable on such date to TWE (or, at any time
after Moody's or S&P has assigned a rating to the senior unsecured long-term
debt of the Borrower, the Borrower), and with respect to any Eurodollar Loan,
the applicable rate per annum set forth below expressed in Basis Points under
the caption "Eurodollar Loan 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 TWE (or,
at any time after Moody's or S&P has assigned a rating to the senior unsecured
long-term debt of the Borrower, the Borrower):

<TABLE>
<CAPTION>
       RATINGS          EURODOLLAR LOAN   FACILITY FEE
    S&P / MOODY'S            SPREAD           RATE
    -------------       ---------------   ------------
<S>                     <C>               <C>
      Category A
        A / A2                 9.0             6.0

      Category B
       A- / A3                18.0             7.0

      Category C
     BBB+ / Baa1              27.0             8.0

      Category D
     BBB / Baa2               35.0            10.0

      Category E
     BBB- / Baa3              50.0            15.0

      Category F
Lower than BBB- /Baa3         70.0            20.0
</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

<PAGE>

                                                                               4


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 TWE (or, at any time after Moody's or S&P has
assigned a rating to the senior unsecured long-term debt of the Borrower, the
Borrower) 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 TWE or the
Borrower, as applicable, 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, but including as a result of the
announcement of an initial Rating with respect to the Borrower's senior
unsecured long-term debt), 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, the Borrower 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 any such amendment, the Applicable Rate shall be determined by
reference to the rating most recently in effect prior to such change or
cessation.

          "Arrangers" means Banc of America Securities LLC and Deutsche Bank
Securities, Inc.

          "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
Amendment Effective Date to but excluding the Commitment Termination Date;
provided that the Increased Commitments shall only be available on and after the
Acquisition Effective Date.

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

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

          "Borrower" has the meaning set forth in the preamble hereto.

          "Borrower Materials" has the meaning set forth in Section 5.01.

          "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

          "Borrowing Request" means a request by the 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, when used in connection with a Eurodollar Loan,
the term "Business Day" shall

<PAGE>

                                                                               5


also exclude any day on which banks are not open for dealings in Dollar deposits
in the London interbank market.

          "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) 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
Eurodollar 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, auction rate notes 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

<PAGE>

                                                                               6


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.

          "Change in Control" means (a) a Person or "group" (within the meaning
of Section 13(d) and 14(d) of the Exchange Act) other than Time Warner and/or
its Subsidiaries 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 the
Borrower (including options to acquire such voting power) or (b) persons who are
directors of the Borrower as of the date hereof or persons designated or
approved by such directors ceasing to constitute a majority of the board of
directors of the Borrower.

          "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.

          "Comcast" means Comcast Corporation.

          "Commitment" means, with respect to each Lender, the commitment of
such Lender (including the Increased Commitments, if any) to make Revolving
Loans and/or to acquire participations in Swingline Loans and Letters of Credit
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 under the heading
"Commitment", 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 fifth
anniversary of the Amendment Effective Date; provided that if such day is not a
Business Day, then the immediately preceding Business Day 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

<PAGE>

                                                                               7


Revolving Credit Exposures of the Lenders then in effect and (b) the denominator
of which is the sum of the aggregate amount of the Commitments of the Lenders
then in effect.

          "Companies" means the Borrower and the 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 the Borrower (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 the Borrower and the 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 the Borrower and the 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), (f) minority interest expense in respect of
preferred stock of Subsidiaries of the Borrower, and (g) non-cash expenses in
respect of stock options 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 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 the Borrower 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 the

<PAGE>

                                                                               8


Borrower or is merged into or consolidated with the Borrower or any of its
Subsidiaries or that such other Person's assets are acquired by the Borrower or
any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a
Restricted Subsidiary) in which the Borrower or any of its Subsidiaries has an
ownership interest, except to the extent that any such income is actually
received by the Borrower or the Restricted Subsidiaries in the form of dividends
or similar distributions and (c) the undistributed earnings of any Subsidiary of
the Borrower 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 the Borrower shall not be excluded by reason of this clause
(c) so long as such Subsidiary guarantees the Obligations.

          "Consolidated Total Assets" means, at any date, all amounts that
would, in conformity with GAAP, be included on a consolidated balance sheet of
the Borrower 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 the Borrower and the 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 the
Borrower or the proceeds of options in respect of such equity securities and (b)
the aggregate amount of cash and Cash Equivalents held by the Borrower or any of
the Restricted Subsidiaries in excess of $25,000,000, 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 the 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 the
Borrower or such Subsidiary to future payments in respect of such movies or
other programming and which contractual rights to future payments are to be
transferred by the Borrower or such Subsidiary to a special purpose Subsidiary
of the Borrower or such 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 Guarantees and each Note.

          "Credit Parties" means the Borrower, the Primary Guarantors and the
Supplemental Guarantors, collectively; and "Credit Party" means any of them.

<PAGE>

                                                                               9


          "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 or
issue any Letter of Credit required to be made or issued by it in accordance
with the terms and conditions of this Agreement.

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

          "Eligible Assignee" means any financial institution whose home office
is domiciled in a country that is a member of the Organization for Economic
Cooperation and Development and having capital and surplus in excess of
$500,000,000.

          "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, 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 the 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 the Borrower, any trade or
business (whether or not incorporated) that, together with the 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 the Borrower 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 the Borrower 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 the Borrower 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 the Borrower or any ERISA Affiliate of any notice concerning the
imposition on such

<PAGE>

                                                                              10


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 the Borrower.

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

          "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 Agreement" means the Exchange Agreement dated as of April
20, 2005, among the Borrower, TWCNY and Comcast, as may be amended from time to
time.

          "Excluded Taxes" means, with respect to the Administrative Agent, any
Issuing Bank, 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 the Borrower under Section 2.18(b)), any
withholding tax that (i) 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 Five-Year Credit Agreement" has the meaning assigned to such
term in the recitals to this 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.

<PAGE>

                                                                              11


          "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.

          "Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the 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 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.

          "Guarantees" means, collectively, the Primary Guarantee and the
Supplemental Guarantee.

          "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.

          "Guaranteed Percentage" means with respect to any Supplemental
Guarantor, the percentage of the Guarantee Obligations of TWE under the Primary
Guarantee being guaranteed by such Supplemental Guarantor, with the Guaranteed
Percentage of each Supplemental Guarantor being as follows: Warner
Communications Inc.: 59.27%; American Television and Communications Corporation:
40.73%; provided that the Guaranteed Percentage of any Supplemental Guarantor
may be changed by TWE from time to time by written notice to the Administrative
Agent in connection with the merger or consolidation of such Supplemental

<PAGE>

                                                                              12


Guarantor; provided further that at all times the sum of the Guaranteed
Percentages of all Supplemental Guarantors shall equal 100%.

          "Guarantors" means each Primary Guarantor and each Supplemental
Guarantor, collectively; and "Guarantor" means any of them.

          "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.

          "Increased Commitment Termination Date" means the earlier to occur of
(a) the date on which the termination of the Purchase Agreement is effective in
accordance with the terms thereof and (b) the date on which the Borrower shall
terminate all of the Increased Commitments pursuant to Section 2.08(c).

          "Increased Commitments" means a portion of the Commitments equal to
$2,000,000,000 available on and after the Acquisition Effective Date.

          "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
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 otherwise, to be secured by) any Lien (other than Copyright Liens 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 or (ii)
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

<PAGE>

                                                                              13


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.

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

          "Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part and, in the case of a Eurodollar Borrowing 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 Eurodollar Borrowing 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 or nine or twelve
months if available from all Lenders) thereafter, as the Borrower may elect or
(b) one month thereafter, if the 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
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.

          "Issuing Bank" means Bank of America, N.A., or any Lender or Affiliate
of any Lender designated by the Borrower that agrees to be an Issuing Bank
hereunder and any other bank reasonably acceptable to the Required Lenders and
designated as an Issuing Bank by the Borrower, in its capacity as an issuer of
Letters of Credit hereunder. Any Issuing Bank may, in

<PAGE>

                                                                              14


its discretion, arrange for one or more Letters of Credit to be issued by
Affiliates of the Issuing Bank, in which case the term "Issuing Bank" shall
include any such Affiliate with respect to Letters of Credit issued by such
Affiliate. Any Issuing Bank shall become a party to this Agreement by execution
and delivery of a supplemental signature page to this Agreement. Initially, Bank
of America, N.A., BNP Paribas, ABN AMRO Bank N.V., and Wachovia Bank, National
Association shall be the Issuing Banks.

          "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

          "LC Disbursement" means a payment made by any Issuing Bank pursuant to
a drawing made on any Letter of Credit.

          "LC Exposure" means, at any time, the sum of (a) the maximum aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.
For all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be "outstanding" in the amount so remaining available to be drawn.

          "L/C Sublimit" means $500,000,000.

          "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.

          "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. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

          "Letter of Credit" means any standby or trade letter of credit issued
pursuant to Section 2.05 of this Agreement.

          "LIBO Rate" means, with respect to any Eurodollar Borrowing
denominated in Dollars for any Interest Period, the rate per annum equal to the
British Bankers Association LIBOR Rate (the "BBA LIBOR"), as published by
Reuters (or any other commercially available source providing quotations of BBA
LIBOR as designated by the Administrative Agent from time to time for purposes
of providing quotations of interest rates applicable to Dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for Dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for

<PAGE>

                                                                              15


any reason, then the "LIBO Rate" with respect to such Eurodollar 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 approximately equal in principal amount to $5,000,000 and
for a maturity comparable to such Interest Period are offered with respect to
any Eurodollar 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
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 Banks) as aforesaid, the LIBO Rate with respect to
such Eurodollar 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 (including Swingline Loans) made by the
Lenders to the Borrower pursuant to this Agreement.

          "Material Adverse Effect" means a material adverse effect on (a) the
financial condition, business, results of operations, properties or liabilities
of the Borrower and the 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 (except, in
the case of any Guarantor, as a result of the events described in Section 9.14)
or (c) the rights of or benefits available to the Lenders under any Credit
Document.

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

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

          (a) as of the last day of the Borrower's most recently ended fiscal
quarter for which financial statements have been filed with the SEC or furnished
to the Administrative Agent pursuant to Section 5.1, the investments of the
Borrower 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 the Borrower and its consolidated Subsidiaries;

          (b) for the period of four consecutive fiscal quarters ended on the
last day of the Borrower's most recently ended fiscal quarter for which
financial statements have been filed

<PAGE>

                                                                              16


with the SEC or furnished to the Administrative Agent pursuant to Section 5.1,
the equity of the Borrower and its Subsidiaries in the revenues from continuing
operations of the Subsidiary in question exceeds 10% of the revenues from
continuing operations of the Borrower and its consolidated Subsidiaries; or

          (c) for the period of four consecutive fiscal quarters ended on the
last day of the Borrower's most recently ended fiscal quarter for which
financial statements have been filed with the SEC or furnished to the
Administrative Agent pursuant to Section 5.1, the equity of the Borrower and its
Subsidiaries in the Consolidated EBITDA of the Subsidiary in question exceeds
10% of the Consolidated EBITDA of the Borrower.

          "Maturity Date" means the fifth anniversary of the Amendment Effective
Date.

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

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

          "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 a certificate executed by the Chief
Financial Officer, the Treasurer or the Controller of the Borrower or such other
officer of the Borrower reasonably acceptable to the Administrative Agent and
designated as such in writing to the Administrative Agent by the Borrower.

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

          "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 the 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.

          "Platform" has the meaning set forth in Section 5.01.

          "Primary Guarantee" means the guarantee by each of TWE and TWCNY of
the Obligations of the Borrower, substantially in the form of Exhibit B.

<PAGE>

                                                                              17


          "Primary Guarantors" means TWCNY and TWE, in each case for so long as
the Primary Guarantee remains in effect with respect to such Person.

          "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.

          "Public Lender" has the meaning set forth in Section 5.01.

          "Purchase Agreement" means the Asset Purchase Agreement, dated as of
April 20, 2005, between TWCNY and Adelphia, as may be amended from time to time
pursuant to the terms hereof.

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

          "Redemptions" means the redemptions of the ownership interests of
Comcast Cable Communications Holdings, Inc. in each of the Borrower and TWE
pursuant to the Redemption Agreements.

          "Redemption Agreements" means (a) the Redemption Agreement dated as of
April 20, 2005, among Comcast Cable Communications Holdings, Inc., the Borrower,
MOC Holdco II, Inc., TWE Holdings I Trust, TWE Holdings II Trust and Cable
Holdco II, Inc. and (b) the Redemption Agreement dated as of April 20, 2005,
among Comcast Cable Communications Holdings, Inc., TWE, MOC Holdco I, LLC, TWE
Holdings I Trust and Cable Holdco III LLC, in each case as may be amended from
time to time.

          "Reference Banks" means Bank of America, N.A., Deutsche Bank AG New
York Branch 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.

          "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 any of the Chief Executive Officer, Chief
Legal Officer, Chief Financial Officer, Treasurer or Controller (or any
equivalent of the foregoing officers) of the Borrower.

          "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,

<PAGE>

                                                                              18


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

          "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, its LC Exposure and its Swingline Exposure at such time.

          "Revolving Loan" means a Loan made pursuant to Section 2.03.

          "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
pursuant to such Regulation D. Eurodollar 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.

          "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 the Borrower.

          "Supplemental Guarantee" means a guarantee by a Supplemental Guarantor
of its Guaranteed Percentage of the Obligations of TWE under the Primary
Guarantee, substantially in the form of Exhibit C.

<PAGE>

                                                                              19


          "Supplemental Guarantor" means American Television and Communications
Corporation and Warner Communications Inc., in each case for so long as the
Supplemental Guarantee remains in effect with respect to such Person.

          "Swap Transactions" means the swap of certain cable systems by the
Borrower and Comcast pursuant to the Exchange Agreement.

          "Swingline Borrowing" means a Borrowing of Swingline Loans.

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

          "Swingline Lender" means Bank of America, N.A. (or any other Lender
selected by the Borrower with such Lender's consent), in its capacity as lender
of Swingline Loans hereunder, together with any of its successors pursuant to
Article VIII.

          "Swingline Loan" means a Loan made pursuant to Section 2.04.

          "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, (a) in the case of a Subsidiary that is a corporation, would have been
payable by such Subsidiary on a standalone basis, and (b) 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.

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

          "Transactions" means (a) the execution, delivery and performance by
the Borrower of this Agreement, (b) the execution, delivery and performance by
each of the Primary Guarantors of the Primary Guarantee, (c) the execution,
delivery and performance by each of the Supplemental Guarantors of the
Supplemental Guarantee and (d) the borrowing of Loans.

          "TWCNY" means Time Warner NY Cable LLC, a Delaware limited liability
company.

          "TWE" 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 or the Alternate
Base Rate.

          "United States" means the United States of America.

<PAGE>

                                                                              20


          "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.

          "Unrestricted Subsidiary" means, as of any time, all Subsidiaries of
the Borrower that have been designated as Unrestricted Subsidiaries by the
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.

          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
"Eurodollar Loan" or an "ABR Loan"). Borrowings also may be classified and
referred to by Type (e.g., a "Eurodollar Borrowing" or an "ABR 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 (including any successor of the Borrower
pursuant to any merger or consolidation permitted under Section 6.04), (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, 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 the Borrower notifies the Administrative Agent that the Borrower
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 the
Borrower 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.

<PAGE>

                                                                              21


                                   ARTICLE II

                                   THE CREDITS

          SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower in
Dollars 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 less, at any time
prior to the Acquisition Effective Date, the Increased Commitments. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans. The Revolving Loans
may from time to time be Eurodollar Loans or ABR Loans, in each case as
determined by the Borrower and notified to the Administrative Agent in
accordance with Sections 2.03 and 2.07.

          SECTION 2.02. Loans and Borrowings. (a) Each Borrowing of Revolving
Loans shall consist of Revolving Loans made by the Lenders ratably in accordance
with their respective 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.

          (b) Subject to Section 2.13, each Revolving Borrowing shall be
comprised of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurodollar Loan 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 to repay such Loan in accordance with the terms of
this Agreement and (ii) not create any additional liability of the Borrower in
respect of Sections 2.14 or 2.16.

          (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $20,000,000. At the time that any ABR
Borrowing is made, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000; provided that any
ABR Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the sum total of the Commitments less, at any time prior to the
Acquisition Effective Date, the Increased Commitments, or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). Each Swingline Loan shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000. 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 Eurodollar Borrowings outstanding.

          (d) Notwithstanding any other provision of this Agreement, the
Borrower shall not 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, the Borrower shall notify the Administrative Agent of such
request by telephone in accordance with Schedule 2.03(A). 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

<PAGE>

                                                                              22


signed by the Borrower. Each such telephonic and written Borrowing Request shall
specify the following information in compliance with Section 2.02:

          (a) the aggregate amount of the requested Borrowing,

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

          (c) whether such Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing;

          (d) in the case of a Eurodollar 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 Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section 2.06.

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 an ABR
Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Borrowing, then the 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. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lender agrees to make Swingline Loans to the
Borrower in Dollars from time to time during the Availability Period, so long
as, after giving effect thereto, (i) the aggregate principal amount of
outstanding Swingline Loans will not exceed $100,000,000 and (ii) the sum of the
total Revolving Credit Exposures will not exceed the sum total of the
Commitments less, at any time prior the Acquisition Effective Date, the
Increased Commitments; provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Swingline Loans.

          (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by facsimile) in
accordance with Schedule 2.03(A). Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day), the requested
interest rate and amount of the requested Swingline Loan. The Administrative
Agent will promptly advise the Swingline Lender of any such notice received from
the Borrower. The Swingline Lender shall make each Swingline Loan available to
the Borrower by means of a credit to the general deposit account (as more
specifically set forth on Schedule 2.03(B), and changed from time to time only
by a written notice) of the Borrower with the Swingline Lender by 4:00 p.m., New
York time, on the requested date of such Swingline Loan.

          (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 11:00 am, New York time on any Business Day,
on one Business Day's notice to the Lenders, require the Lenders to acquire
participations on such Business Day in all

<PAGE>

                                                                              23


or a portion of the Swingline Loans outstanding. Such notice shall specify the
aggregate amount of Swingline 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
such Swingline 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 Swingline Lender, such Lender's Applicable
Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees
that its obligation to acquire participations in Swingline 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 Swingline Lender the amounts so received by it
from the Lenders, whereafter such Swingline Loan shall be deemed converted to an
ABR Loan to the extent of such amounts for all purposes of this Agreement. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan to it acquired pursuant to this paragraph. Any amounts received
by the Administrative Agent from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline 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 Swingline Lender, pro rata as their
interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any of its
obligations in respect of the payment thereof. Notwithstanding the foregoing, a
Lender shall not have any obligation to acquire a participation in a Swingline
Loan pursuant to this paragraph if an Event of Default shall have occurred and
be continuing at the time such Swingline Loan was made and such Lender shall
have notified the Swingline Lender in writing, at least one Business Day prior
to the time such Swingline Loan was made, that such Event of Default has
occurred and that such Lender will not acquire participations in Swingline Loans
made while such Event of Default is continuing.

          SECTION 2.05. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of one or
more Letters of Credit in Dollars in support of obligations of the Borrower and
its Subsidiaries, in a form reasonably acceptable to the Borrower and the
Issuing Bank, at any time and from time to time during the Availability Period.
In the event of any inconsistency between the terms and conditions of this
Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the Borrower to, or entered into by
the Borrower with, the Issuing Bank relating to any Letter of Credit, the terms
and conditions of this Agreement shall control.

          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
deliver by hand or facsimile (or transmit by other electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank (reasonably in advance of the requested date of such issuance, amendment,
renewal or extension and no later than 12:00 noon New York time one Business Day
prior to such date) a notice (with a copy to the Administrative Agent if not the
Issuing Bank)

<PAGE>

                                                                              24


requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a Business Day), the date on
which such Letter of Credit is to expire (which shall comply with paragraph (c)
of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit, as the case may be. If
requested by the Issuing Bank, the Borrower also shall submit a letter of credit
application on the Issuing Bank's standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended on the requested date only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed the L/C Sublimit, (ii) the sum of
the total Revolving Credit Exposures shall not exceed the sum total of the
Commitments less, at any time prior to the Acquisition Effective Date, the
Increased Commitments, and (iii) the requirements of paragraph (c) of this
Section shall be satisfied.

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the
Maturity Date unless such Letter of Credit is cash collateralized in an amount
equal to its face amount prior to 12:00 noon, New York time on the Maturity
Date; provided that any Letter of Credit with a one-year tenor may provide for
the renewal thereof for additional one-year periods (which shall in no event
extend beyond the date referred to in clause (ii) above).

          (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the Issuing Bank or the Lenders, the Issuing Bank
hereby grants to each Lender, and each Lender hereby acquires from the Issuing
Bank, a participation in such Letter of Credit equal to such Lender's Applicable
Percentage of the aggregate amount available to be drawn under such Letter of
Credit. In consideration and in furtherance of the foregoing, each Lender hereby
absolutely and unconditionally agrees to pay to the Issuing Bank, such Lender's
Applicable Percentage of each LC Disbursement made by the Issuing Bank and not
reimbursed by the Borrower on the date due as provided in paragraph (e) of this
Section, or of any reimbursement payment required to be refunded to the Borrower
for any reason. Each Lender acknowledges and agrees that its obligation to
acquire participations pursuant to this paragraph in respect of Letters of
Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any amendment, renewal or extension of any
Letter of Credit or 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.

          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement
in respect of a Letter of Credit, the Borrower shall reimburse such LC
Disbursement by paying to the Issuing Bank an amount equal to such LC
Disbursement not later than 2:00 p.m., New York time, on the Business Day
immediately following the day that the Borrower receives notice of such LC
Disbursement; provided that, if the Borrower fails to reimburse the Issuing Bank
on such date, the Borrower shall be deemed to have requested an ABR Borrowing in
the principal amount of the LC Disbursement, without regard to the minimum
amounts and multiples set forth in Section 2.02, but subject to the unutilized
portion of the Commitments. If the Borrower elects,

<PAGE>

                                                                              25


or is deemed, to finance amounts due under any Letter of Credit in such a
manner, the Borrower's obligation to pay an amount equal to the LC Disbursement
to the Issuing Bank shall be discharged and replaced by the resulting ABR
Borrowing, and the Issuing Bank shall notify the Administrative Agent, who shall
notify each Lender of the applicable LC Disbursement and corresponding ABR
Borrowing and such Lender's Applicable Percentage thereof. Promptly following
receipt of such notice, each Lender shall pay to the Issuing Bank its Applicable
Percentage of such ABR Borrowing, 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). Promptly following receipt
of any payment from the Borrower pursuant to this paragraph, such payment shall
be distributed to the Issuing Bank (and the participating Lenders as their
interests may appear) or, to the extent that Lenders have made payments pursuant
to this paragraph to fund any ABR Loan made to reimburse the Issuing Bank, to
such Lenders and the Issuing Bank (and the participating Lenders as their
interests may appear) pro rata as their interests may appear.

          (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not strictly
comply with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower's obligations
hereunder, the respective Issuing Bank's only obligation to the Borrower in
respect of any drawing made on any Letter of Credit being to confirm that any
documents required to be delivered under such Letter of Credit appear to have
been delivered and appear to substantially comply on their face with the
requirements of such Letter of Credit. Neither the Administrative Agent, nor any
of the Lenders nor the Issuing Bank, nor any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from
liability to the Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower
that are caused by the Issuing Bank's gross negligence or willful misconduct in
connection with any of the foregoing circumstances. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

<PAGE>

                                                                              26


          (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Lenders and the Borrower by telephone (confirmed by facsimile) of
such demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Bank and/or the Lenders with respect to any such LC Disbursement.

          (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Loans; provided that,
if such LC Disbursement cannot be reimbursed with the proceeds of a Revolving
Loan pursuant to Section 2.05(e) and the Borrower fails to reimburse such LC
Disbursement within three Business Days, then Section 2.12(d) shall apply.
Interest accrued pursuant to this paragraph shall be for the account of the
Issuing Bank, except that interest accrued on and after the date of payment by
any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing
Bank shall be for the account of such Lender to the extent of such payment.

          (i) Replacement of an Issuing Bank. Any Issuing Bank may be replaced
at any time by written agreement among the Borrower, the replaced Issuing Bank
and the successor Issuing Bank or pursuant to Article VIII. The Borrower shall
notify the Administrative Agent, who will notify the Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall become
effective, the Borrower shall pay all unpaid fees accrued for the account of the
replaced Issuing Bank pursuant to Section 2.11(c). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the
rights and obligations of the Issuing Bank under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

          (j) Existing Letters of Credit. Notwithstanding anything to the
contrary above in this Section 2.05, including, without limitation, the
procedural requirements of clause (b) hereof, each letter of credit issued under
the Existing Five-Year Credit Agreement which is outstanding on the Amendment
Effective Date (including any extension thereof) shall constitute a "Letter of
Credit" for all purposes of this Agreement and shall be deemed issued, including
for purposes of this Section 2.05 and Section 2.11(c), on the Amendment
Effective Date. Thereafter, each such Letter of Credit deemed issued pursuant to
this Section 2.05(j) shall be governed by, and shall be subject to the
provisions of, this Section 2.05, and the Borrower and the respective Issuing
Banks with respect to such Letters of Credit deemed issued pursuant to this
Section 2.05 agree that any reimbursement agreement, credit agreement or other
document (excluding such Letter of Credit itself) previously governing such
Letter of Credit shall be deemed terminated and replaced with the provisions of
this Section 2.05 and the other applicable terms of this Agreement (it being
understood that any fees or other amounts payable to such Issuing Bank accrued
prior to the

<PAGE>

                                                                              27


Amendment Effective Date in respect of any such Letter of Credit, shall be
payable to such Issuing Bank in accordance with the provisions of such prior
agreement).

          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, New York time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders; provided that Swingline Loans shall be made as provided in
Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower specified on Schedule 2.03(B) or designated by the
Borrower in the applicable Borrowing Request.

          (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the time 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 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 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 Borrower to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the Alternate Base Rate, or (ii) in
the case of the 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 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 Eurodollar 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 or to continue such
Borrowing and, in the case of a Eurodollar 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. This Section shall not apply to
Swingline Borrowings, which may be made and maintained only as ABR Loans.

          (b) To make an election pursuant to this Section, the 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 the 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 Borrower.

<PAGE>

                                                                              28


          (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 an ABR Borrowing or a
     Eurodollar Borrowing;

          (iv) if the resulting Borrowing is a Eurodollar 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 Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

          (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 Borrower fails to deliver a timely Interest Election
Request with respect to a Eurodollar 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 Eurodollar 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 Borrower, then, so long as an Event of Default
is continuing (i) no outstanding Revolving Borrowing may be converted to or
continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto.

          SECTION 2.08. Termination and Reduction of Commitments. (a) The
Commitments shall terminate on the Commitment Termination Date (including the
Increased Commitments, if any).

          (b) The Increased Commitments shall terminate on the Increased
Commitment Termination Date (if the same shall occur), and the Commitments shall
be automatically reduced by the amount of the Increased Commitments on such
date.

          (c) The Borrower 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 $10,000,000, (ii) at any time prior to the Acquisition Effective Date, the
Borrower shall specify whether such reduction applies to the

<PAGE>

                                                                              29


Increased Commitments or the Commitments (other than the Increased Commitments)
and (iii) the Borrower 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.

          (d) The Borrower 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 the Borrower pursuant
to this Section shall be irrevocable; provided that a notice of termination of
the Commitments delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by the Borrower (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) The 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 the Borrower on the Maturity Date and (ii) to the Administrative Agent
the then unpaid principal amount of each Swingline Loan owed by the Borrower on
the earlier of the Maturity Date and the first date after such Swingline Loan is
made that a Revolving Borrowing is made by the Borrower.

          (b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the 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 of each Loan made hereunder, the Type thereof, whether
such Loan is a Revolving Loan or a Swingline Loan and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the 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 such accounts or any error
therein shall not in any manner affect the obligation of the 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, the 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 Borrower. 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

<PAGE>

                                                                              30


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).

          SECTION 2.10. Prepayment of Loans. (a) The 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 (i) a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof and (ii) a Swingline Borrowing, the Administrative Agent shall
advise the Swingline Lender 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 Borrower agrees 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 Amendment 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 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).

          (b) The Borrower agrees to pay to the Administrative Agent, for the
account of each Lender, during the period from and including the Amendment
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 that the Commitment Utilization Percentage is greater than 50%, at
the rate of 0.10% per annum on such Lender's Revolving Credit Exposure on such
day. 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

<PAGE>

                                                                              31


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) The Borrower agrees to pay (i) to each Lender a letter of credit
fee (a "Letter of Credit Fee") with respect to its participations in Letters of
Credit, which shall accrue at the Applicable Rate for Eurodollar Loans on the
average daily amount of such Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Amendment Effective Date to but excluding the later of the date on
which such Lender's Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, and (ii) to the Issuing Bank a fronting fee (a
"Fronting Fee"), which shall accrue at the rate of 0.125% per annum of the face
amount of each Letter of Credit (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the
Amendment Effective Date to but excluding the later of the date of termination
of the Commitments and the date on which there ceases to be any LC Exposure.
Letter of Credit Fees and Fronting Fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the
fifth Business Day following such last day, commencing on the first such date to
occur after the Amendment Effective Date; provided that all such fees shall be
payable on the date on which the Commitments terminate and any such fees
accruing after the date on which the Commitments terminate shall be payable on
demand. All Letter of Credit Fees and Fronting 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).

          (d) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed upon
between the Borrower 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, Utilization Fees, Letter of Credit Fees and Fronting
Fees, to the Lenders entitled thereto or, in the case of Fronting Fees, to the
Issuing Bank. 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 Eurodollar 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 Swingline Borrowing shall bear interest
at a rate per annum equal to the Alternate Base Rate.

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

<PAGE>

                                                                              32


          (e) 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 (d) 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 Eurodollar
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.

          (f) All interest hereunder shall be computed on the basis of a year of
360 days, except that 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). The
Alternate Base 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 Eurodollar 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; or

          (b) the Administrative Agent is advised by the Required Lenders that
     for such Interest Period the Adjusted LIBO 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 Borrower and the
Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower 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 Eurodollar Borrowing shall be
ineffective and any such Borrowing referred to in such Interest Election Request
shall, unless repaid by the Borrower, be converted to (as of the last day of the
then current Interest Period), or maintained as, an ABR 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
Eurodollar Borrowing, such Borrowing shall, unless otherwise rescinded by the
Borrower, be made as an ABR Loan (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 any Issuing Bank; or

<PAGE>

                                                                              33


          (ii) impose on any Lender or any Issuing Bank or the London interbank
     market any other condition affecting this Agreement or Eurodollar Loans
     made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or such
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or such
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing
Bank, as the case may be, for such additional costs actually incurred or
reduction actually suffered.

          (b) If any Lender or any Issuing Bank 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 or such Issuing Bank's capital or on the capital
of such Lender's or such Issuing Bank's holding company, if any, as a
consequence of the Commitment or the Loans made by, or participation in Letters
of Credit held by, such Lender, or the Letters of Credit issued by such Issuing
Bank, to a level below that which such Lender or such Issuing Bank or such
Lender's or such Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or such Issuing Bank's
policies and the policies of such Lender's or such Issuing Bank's holding
company with respect to capital adequacy), then from time to time the Borrower
will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such Issuing Bank's holding company for any such reduction
actually suffered in respect of the Commitment or Loans made by, or
participation in Letters of Credit held by, such Lender hereunder.

          (c) A certificate of a Lender or an Issuing Bank setting forth in
reasonable detail the amount or amounts necessary to compensate such Lender or
such Issuing Bank or its holding company, as the case may be, as specified in
paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error. The Borrower shall pay such Lender or
such Issuing Bank, as the case may be, 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 or an Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
that the Borrower shall not be required to compensate a Lender or an Issuing
Bank pursuant to this Section for any increased costs or reductions unless a
Lender or an Issuing Bank gives notice to the Borrower that it is obligated to
pay an amount under this Section within six months after the later of (i) the
date such Lender or such Issuing Bank incurs such increased costs, reduction in
amounts received or receivable or reduction in return on capital or (ii) the
date such Lender or such Issuing Bank 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 or reductions is retroactive, then the six-month period
referred to above shall be extended to include the period of retroactive effect
thereof.

<PAGE>

                                                                              34


          Notwithstanding any other provision of this Section 2.14, no Lender
nor Issuing Bank 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 or such Issuing Bank 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 or any Issuing Bank 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 Eurodollar 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 Eurodollar 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 Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower pursuant to
Section 2.18, then, in any such event, the Borrower shall compensate each Lender
for the loss, cost and expense attributable to such event. In the case of a
Eurodollar 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 Dollars 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 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 Dollars from other banks in the
Eurodollar 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
Borrower and shall be conclusive absent manifest error. The 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 the Borrower hereunder shall be made free and clear of and without
deduction for any Indemnified Taxes or Other Taxes; provided that if the
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, Lender or
the Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

          (b) The Borrower shall indemnify the Administrative Agent, each
Issuing Bank 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 the Borrower under this Section unless such

<PAGE>

                                                                              35


amounts have been included in any amount paid pursuant to the proviso to Section
2.16(a)) paid by the Administrative Agent, such Issuing Bank 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 the Borrower by a Lender, or by the Administrative Agent
or an Issuing Bank on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

          (c) If a Lender or the Administrative Agent or an Issuing Bank
receives a refund in respect of any Indemnified Taxes or Other Taxes as to which
it has been indemnified by the Borrower or with respect to which the 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 the Borrower (but
only to the extent of indemnity payments made, or additional amounts paid, by
the 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 or such Issuing Bank and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
refund); provided that the Borrower, upon the request of such Lender or the
Administrative Agent or such Issuing Bank, agrees to repay the amount paid over
to the Borrower (plus penalties, interest or other charges imposed by the
relevant Governmental Authority) to such Lender or the Administrative Agent or
such Issuing Bank in the event such Lender or the Administrative Agent or such
Issuing Bank is required to repay such refund to such Governmental Authority.

          (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the 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 the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by the 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 the Borrower
(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>

                                                                              36


          SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
Setoffs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursements of LC
Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to 1:00 p.m., New York 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 in New York at the offices for the Administrative Agent set
forth in Section 9.01, except payments to be made directly to an Issuing Bank as
expressly provided herein, and 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 or other amounts payable hereunder, shall be made 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, unreimbursed LC
Disbursements, interest and fees then due from the Borrower hereunder, such
funds shall be applied (i) first, to pay interest and fees then due from the
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 and unreimbursed LC Disbursements, then due from the Borrower
hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements 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, participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans, participations in LC
Disbursements and Swingline Loans and accrued interest thereon owing by the
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, participations in LC Disbursements and
Swingline Loans of other Lenders owing from the 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, participations in LC Disbursements and
Swingline 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 the 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, participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The 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

<PAGE>

                                                                              37


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

          (d) Unless the Administrative Agent shall have received notice from
the Borrower prior to the date on which any payment is due from the Borrower to
the Administrative Agent for the account of the Lenders hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the 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 the 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, at the Federal Funds
Effective Rate.

          (e) If any Lender shall fail to make any payment required to be made
by it pursuant to Section 2.04(c), 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 the 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.
The 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 the
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 the Borrower 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) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Commitment is being assigned, the Swingline Lender and the Issuing Banks),
which consent shall, in each case, not unreasonably be withheld, (ii) such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, participations in LC Disbursements and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (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

<PAGE>

                                                                              38


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 Borrower 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 the
Borrower to require such assignment and delegation cease to apply.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

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

          SECTION 3.01. Organization; Powers. Each Credit Party and each of the
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 each Credit Party's 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
Party. Each Credit Document (other than each Note) has been, and each Note when
delivered hereunder will have been, duly executed and delivered by each Credit
Party 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 Credit Party party thereto, 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 any Credit Party or any
Restricted Subsidiary 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 any Credit Party or any Restricted Subsidiary or its
assets, or give rise to a right thereunder to require any payment to be made by
any Credit Party or any Restricted Subsidiary and (d) will not result in the
creation or imposition of any Lien on any asset of any Credit Party or any
Restricted Subsidiary; except, in each case (other than clause (b)(ii) with
respect to the Borrower), 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
audited consolidated balance sheet and statements of operations, stockholders
equity and cash flows (including the notes thereto) of the Borrower and its
consolidated Subsidiaries as of and for the twelve months ended December 31,
2004, reported on by Ernst & Young LLP,

<PAGE>

                                                                              39


independent public accountants, copies of which have heretofore been furnished
to each Lender, when combined with all public filings with the SEC by Time
Warner since December 31, 2004 and prior to the Amendment Effective Date,
present fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its consolidated Subsidiaries, as
of such date and for such period, in accordance with GAAP.

          (b) The unaudited consolidated balance sheet and the statements of
operations, stockholders equity and cash flows of the Borrower and its
consolidated Subsidiaries as of and for the nine-month period ended September
30, 2005, copies of which have heretofore been furnished to each Lender, when
combined with all public filings with the SEC by Time Warner since December 31,
2004 and prior to the Amendment Effective Date, present fairly, in all material
respects, the financial position and results of operations and cash flows of the
Borrower and its consolidated Subsidiaries, as of such date and for such period,
in accordance with GAAP, subject to normal year-end adjustments and the absence
of footnotes.

          (c) The unaudited pro forma consolidated balance sheet of the Borrower
and its consolidated Subsidiaries at September 30, 2005 (the "Pro Forma Balance
Sheet"), copies of which have heretofore been furnished to each Lender, has been
prepared giving effect (as if such events had occurred on such date) to (i) the
consummation of the Adelphia Transaction, (ii) the Loans to be made on the
Acquisition Effective Date and the use of proceeds thereof and (iii) the payment
of fees and expenses in connection with the foregoing. The Pro Forma Balance
Sheet has been prepared based on the best information available to the Borrower
as of the date of delivery thereof, and presents fairly, in all material
respects, on a pro forma basis the estimated financial position of the Borrower
and its consolidated Subsidiaries at September 30, 2005, assuming that the
events specified in clauses (i), (ii) and (iii) in the preceding sentence had
actually occurred at such date.

          (d) Since December 31, 2004 there has been no material adverse change
in the business, assets, operations or financial condition of the Borrower and
its consolidated Subsidiaries, taken as a whole.

          SECTION 3.05. Properties. (a) The Borrower and each of the 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) The Borrower and each of the 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 the
Borrower or any of the 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.

<PAGE>

                                                                              40


          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 Borrower,
threatened against or affecting the Borrower or any of the 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 the Borrower nor any of the 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) the
Borrower has no knowledge of any basis for any Environmental Liability on the
part of any of the Restricted Subsidiaries.

          SECTION 3.07. Compliance with Laws and Agreements. The Borrower and
each of the 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 the Borrower nor any of
the Restricted Subsidiaries is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) 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 (b),
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. The 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 the 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 Amendment Effective Date, all
information heretofore or contemporaneously furnished by or on behalf of the
Borrower or any of the Restricted Subsidiaries (including all information
contained in the Credit Documents and the annexes, schedules and other
attachments to the Credit Documents, but not including any projected financial
statements), when taken together with the reports and other filings with the

<PAGE>

                                                                              41


SEC made under the Exchange Act by Time Warner since December 31, 2004, 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 the Borrower or any of the 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 the Borrower 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 the Borrower 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 the
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 and of the Issuing
Banks to issue Letters of Credit 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):

          (a) Credit Documents. The Administrative Agent (or its counsel) shall
     have received (i) this Agreement executed and delivered by each party
     hereto, (ii) the Primary Guarantee, executed and delivered by each Primary
     Guarantor and (iii) the Supplemental Guarantee, executed and delivered by
     each Supplemental Guarantor.

          (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 LLP, counsel for the Credit Parties and (ii) in-house counsel to
     the Credit Parties, in each case in form and substance reasonably
     satisfactory to the Administrative Agent. The Borrower hereby requests each
     such counsel to deliver such opinions.

          (c) Closing Certificate. The Administrative Agent shall have received
     a certificate from each Credit Party, 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 Credit Party, including, in the case of the
     Borrower, confirmation of compliance with the conditions set forth in
     paragraphs (a) and (b) of Section 4.03.

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

          (e) Existing 5-Year Credit Agreement. All Indebtedness outstanding
     under the Existing Five-Year Credit Agreement shall have been repaid or
     concurrently repaid with

<PAGE>

                                                                              42


     proceeds of Loans on the Amendment Effective Date, together with all
     interest thereon and other amounts owing in respect thereof.

          (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 each Credit Party, this Agreement or
     the Transactions, all in form and substance satisfactory to the
     Administrative Agent and its counsel.

          Without limiting the generality of the provisions of Article VIII, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
accepted, and to be satisfied with, each document or other matter required under
this Section 4.01 unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Amendment Effective Date specifying its
objection thereto.

          SECTION 4.02. Increased Commitments. The availability of the Increased
Commitments shall be conditioned upon the receipt by the Administrative Agent of
a certificate of the Borrower certifying that the Acquisition shall have been
consummated (or shall be consummated concurrently with the making of Loans
hereunder on the Acquisition Effective Date) substantially in accordance with
the Purchase Agreement.

          SECTION 4.03. Each Credit Event. The obligation of each Lender to make
a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

          (a) The representations and warranties of the Borrower set forth in
     the Credit Documents (other than those set forth in Sections 3.04(d), 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 or the date of issuance, amendment, renewal or extension of such
     Letter of Credit, as applicable.

          (b) At the time of and immediately after giving effect to such
     Borrowing or the issuance, amendment, renewal or extension of such Letter
     of Credit, as applicable, no Default or Event of Default shall have
     occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the applicable matters specified in
paragraphs (a) and (b) of this Section.

                                   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)

<PAGE>

                                                                              43


and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, the Borrower (for itself and the
Restricted Subsidiaries) covenants and agrees with the Lenders that:

          SECTION 5.01. Financial Statements and Other Information. The Borrower
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 the Borrower
     (including the fiscal year ending December 31, 2005), the Borrower's
     audited consolidated balance sheet and related statements of operations,
     stockholders' equity and cash flows as of the end of and for such year and
     the Borrower's 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 the Borrower 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 the Borrower's Financial Officers as presenting fairly
     in all material respects the financial condition and results of operations
     of the Borrower and the consolidated Restricted Subsidiaries on a
     consolidated basis in accordance with GAAP consistently applied; provided
     that (x) so long as no Event of Default has occurred and is continuing, the
     Borrower shall not be required to furnish Adjusted Financial Statements for
     any fiscal year if all Unrestricted Subsidiaries (other than any such
     Unrestricted Subsidiaries that are already treated as equity investments on
     the Borrower's financial statements) on a combined basis would not have
     constituted a Material Subsidiary for such fiscal year and (y) in no case
     shall the Borrower be required to deliver any financial statements of any
     Guarantor to any Lender;

          (b) within 60 days after the end of each of the first three fiscal
     quarters of each fiscal year of the Borrower, the Borrower's unaudited
     consolidated balance sheet and related statements of operations,
     stockholders' equity and cash flows and the Borrower's unaudited 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 the Borrower's Financial Officers as
     presenting fairly in all material respects the financial condition and
     results of operations of the Borrower and its consolidated Subsidiaries on
     a consolidated basis in accordance with GAAP consistently applied, subject
     to normal year-end adjustments and the absence of footnotes; provided that
     (x) so long as no Event of Default has occurred and is continuing, the
     Borrower shall not be required to furnish Adjusted Financial Statements for
     any fiscal quarter if all Unrestricted Subsidiaries (other than any such
     Unrestricted Subsidiaries that are already treated as equity investments on
     the Borrower's financial statements) on a combined basis would not have
     constituted a Material Subsidiary for such fiscal quarter and (y) in no
     case shall the Borrower be required to deliver any financial statements of
     any Guarantor to any Lender;

<PAGE>

                                                                              44


          (c) concurrently with any delivery of financial statements under
     clause (a) or (b) above, a certificate of a Financial Officer of the
     Borrower (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 (i) 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 the Borrower pursuant to this Section 5.01, 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 the
     Borrower 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 the Borrower 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),
(c) and (d) shall be deemed to have been delivered on the date on which the
Borrower 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 the Borrower'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 the Borrower shall deliver paper copies of the reports and financial
statements referred to in paragraphs (a), (b), (c) and (d) of this Section 5.01
to the Administrative Agent or any Lender who requests the Borrower to deliver
such paper copies until written notice to cease delivering paper copies is given
by the Administrative Agent or such Lender.

          The Borrower hereby acknowledges that (a) the Administrative Agent
will make available to the Lenders and the Issuing Banks materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another
similar secure electronic system (the "Platform") and (b) certain of the Lenders
may be "public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Borrower or its securities) (each, a
"Public Lender"). The Borrower hereby agrees that so long as the Borrower or any
of its Affiliates thereof is the issuer of any outstanding debt or equity
securities that are registered or issued pursuant to a private offering or is
actively contemplating issuing any such securities (i) the Borrower shall act in
good faith to ensure that all Borrower Materials that contain only publically
available information regarding the Borrower and its business are clearly and
conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word
"PUBLIC" shall appear prominently on the first page thereof; (ii) by marking
Borrower Materials "PUBLIC," the

<PAGE>

                                                                              45


Borrower shall be deemed to have authorized the Administrative Agent, the
Issuing Banks and the Lenders to treat such Borrower Materials as containing
only public information with respect to the Borrower and its business; (iii) all
Borrower Materials marked "PUBLIC" are permitted to be made available through a
portion of the Platform designated "Public Investor;" and (iv) the
Administrative Agent shall be responsible for keeping any Borrower Materials
that are not marked "PUBLIC" outside the portion of the Platform designated
"Public Investor." Notwithstanding the foregoing, the Borrower shall be under no
obligation to mark any Borrower Materials "PUBLIC."

          SECTION 5.02. Notices of Material Events. The 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 the 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 the
     Borrower or any Affiliate 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 the Borrower 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 the 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. The Borrower will, and
will cause each of the 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. The Borrower will, and will
cause each of the 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) the 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. The Borrower will,
and will cause each of the Restricted Subsidiaries to, (a) keep and maintain all
property material to

<PAGE>

                                                                              46


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. The Borrower will,
and will cause each of the 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. The
Borrower will, and will cause each of the 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 the Borrower is present, or the
Borrower has consented to the absence of such a representative, independent
accountants (in each case subject to the Borrower's or the Restricted
Subsidiaries' obligations under applicable confidentiality provisions), all at
such reasonable times and as often as reasonably requested.

          SECTION 5.07. Compliance with Laws. The Borrower will, and will cause
each of the 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
for working capital needs, for general corporate purposes of the Borrower and
its Subsidiaries, including the repayment of indebtedness of existing and future
Subsidiaries of the Borrower, for commercial paper backup and for payments made
in respect of the Adelphia Transaction. 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. The Borrower's fiscal year
will end on December 31 and its fiscal quarters will end on dates consistent
with such fiscal year end.

                                   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) and all Letters
of Credit shall have expired or terminated and all LC Disbursements shall have
been reimbursed, the Borrower covenants and agrees (for itself and the
Restricted Subsidiaries) with the Lenders that:

<PAGE>

                                                                              47


          SECTION 6.01. Consolidated Leverage Ratio. The Consolidated Leverage
Ratio as of the last day of any period of four consecutive fiscal quarters of
the Borrower (including the fiscal quarter ending December 31, 2005) will not
exceed 5.00 to 1.00.

          SECTION 6.02. Indebtedness. The Borrower will not permit any of the
Restricted Subsidiaries (other than any Primary Guarantor) 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 $1,000,000,000 at any time
     outstanding;

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

          (c) Guarantee Obligations of any such Restricted Subsidiary with
     respect to Indebtedness of the 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; and

          (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 the Borrower or any of the 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.

          SECTION 6.03. Liens. The Borrower will not, and will not permit any of
the 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 the Borrower 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 the Borrower and the Restricted Subsidiaries
     in excess of $200,000,000;

          (b) any Lien existing on any property or asset prior to the
     acquisition thereof by the 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

<PAGE>

                                                                              48


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

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

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

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

          (g) 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;

          (h) Liens incidental to the ordinary conduct of the 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

          (i) other Liens in respect of property or assets of the Borrower 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
     the Borrower 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. The Borrower will not, and will not permit
any of the 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 the Borrower's consolidated
assets, or all or a substantial portion of the stock of all of the 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 the Borrower and the Restricted Subsidiaries
shall not have been altered in a fundamental and substantial manner from that
conducted by them,

<PAGE>

                                                                              49


taken as a whole, immediately prior to the Amendment Effective Date, provided
that (i) if the Borrower is not the survivor of any such consolidation or merger
involving the Borrower, (A) the Borrower, at the time thereof and immediately
after giving effect thereto, shall be in compliance on a pro forma basis with
the financial covenants contained in Section 6.01 as if such consolidation or
merger had been consummated (and any related Indebtedness incurred, assumed or
repaid in connection therewith had been incurred, assumed or repaid, as the case
may be) on the first day of the most recently completed four fiscal quarters of
the Borrower for which financial statements have been delivered pursuant to
Section 5.01 (as demonstrated by delivery to the Administrative Agent of a
certificate of a Responsible Officer to such effect showing such calculation in
reasonable detail prior to or concurrently with such consolidation or merger),
(B) the surviving Person of such consolidation or merger shall expressly assume
all of the Borrower's rights and obligations under this Agreement and the other
Credit Documents pursuant to documentation reasonably satisfactory to the
Administrative Agent and shall thereafter be deemed to be the Borrower for all
purposes hereunder, (C) such consolidation or merger will not result in a Change
in Control and (D) the Administrative Agent shall have received such legal
opinions and certificates in connection therewith as it may reasonably request
and (ii) the Borrower shall not liquidate or dissolve.

          SECTION 6.05. Investments. The Borrower will not, and will not cause
or permit any of the 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. The Borrower will not declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except the 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. The Borrower will not, and
will not permit any of the 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 the
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (c) transactions between or among the Borrower and the
Restricted Subsidiaries or between or among Restricted Subsidiaries, (d) any
arrangements with officers, directors, representatives or other employees of the
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 Primary Guarantor. The
Borrower may designate any of its Subsidiaries (other than a Primary Guarantor)
as Unrestricted Subsidiaries from time to time in compliance with the provisions
of this Section 6.08. The 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,

<PAGE>

                                                                              50


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) The 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. The 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.

          SECTION 6.09. Amendments to Purchase Agreement. The Borrower will not
amend, supplement or otherwise modify the terms or conditions of the Purchase
Agreement in any manner materially adverse to the Lenders without the prior
written consent of the Administrative Agent; provided that, in no event, shall
an extension of the Outside Date (as defined in the Purchase Agreement) be
deemed to be materially adverse to the Lenders.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

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

          (a) the Borrower shall fail to pay any principal of any Loan or any
     reimbursement obligation in respect of any LC Disbursement 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) the 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) the Borrower shall fail to observe or perform any covenant,
     condition or agreement contained in Section 5.02 or 5.03 (with respect to
     the 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

<PAGE>

                                                                              51


     after notice thereof from the Administrative Agent (given at the request of
     any Lender) to the Borrower;

          (f) the 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 the Borrower or any Material Subsidiary or its debts,
     or of a substantial part of its assets, under any Federal, state or foreign
     bankruptcy, insolvency, receivership or similar law now or hereafter in
     effect or (ii) the appointment of a receiver, trustee, custodian,
     sequestrator, conservator or similar official for the Borrower or any
     Material Subsidiary 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) the Borrower or any Material Subsidiary 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 the Borrower or any Material Subsidiary 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) the Borrower or any Material Subsidiary 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 the Borrower,
     any Material Subsidiary 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 the Borrower or any Material Subsidiary to enforce
     any such judgment, and the same shall remain undischarged for a

<PAGE>

                                                                              52


     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 the 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 or the terms of
     any Guarantee, any Guarantee shall cease, for any reason, to be in full
     force and effect with respect to any Guarantor 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 the 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 the Borrower, 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 the Borrower accrued hereunder (including all
amounts of LC Exposure, whether or not the beneficiary of the then outstanding
Letters of Credit shall have presented the documents required therein), shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower; and in
case of any event with respect to the 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 the Borrower accrued hereunder (including all amounts
of LC Exposure, whether or not the beneficiary of the then outstanding Letters
of Credit shall have presented the documents required therein), shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower. With
respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this
paragraph, the Borrower shall at such time deposit in a cash collateral account
opened by the Administrative Agent an amount equal to the aggregate then undrawn
and unexpired amount of such Letters of Credit. Amounts held in such cash
collateral account shall be applied by the Administrative Agent to the payment
of drafts drawn under such Letters of Credit, and the unused portion thereof
after all such Letters of Credit shall have expired or been fully drawn upon, if
any, shall be applied to repay other obligations of the Borrower hereunder and
under the other Credit Documents, if any. The Administrative Agent shall have
exclusive dominion and control, including the exclusive right of withdrawal,
over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made in Cash Equivalents, or upon mutual
consent of the Borrower and the Administrative Agent, any other investment (in
each case at the Borrower's risk and expense), such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in
such account. After all such Letters of Credit shall have expired or been fully
drawn upon, all reimbursement obligations shall have been satisfied and all
other obligations of the Borrower hereunder and under the other Credit

<PAGE>

                                                                              53


Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower (or such other Person as
may be lawfully entitled thereto).

                                  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, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any
Company or Affiliate thereof as if it were not an Agent hereunder and without
any duty to account therefor to the Lenders.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Credit Documents.
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 or by the other Credit Documents 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 and in the other Credit Documents, 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 or any of its Affiliates 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 as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Article VII and Section 9.02)
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 the
Borrower, a Lender or an Issuing Bank, 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 Documents or the occurrence of any
Default, (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>

                                                                              54


          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 (including any electronic
message) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by a proper Person. An initial list of the proper Persons with
respect to the Borrower 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 the Borrower in
accordance with Section 2.03). In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or an Issuing
Bank, the Administrative Agent may presume that such condition is satisfactory
to such Lender or such Issuing Bank unless the Administrative Agent shall have
received notice to the contrary from such Lender or such Issuing Bank prior to
the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), 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 hereunder or under any other Credit Document 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 Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor which, so long as no Event of Default is
continuing, shall be reasonably acceptable to the Borrower. 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 (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder or under the other Credit Documents. The fees payable by
the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such
successor; provided that the predecessor Administrative Agent shall pay the
unearned portion of any fees paid in advance to either the successor
Administrative Agent or the Borrower. 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

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                                                                              55


their respective Related Parties in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

          Any resignation by Bank of America, N.A. as Administrative Agent
pursuant to this Article VIII shall also constitute its resignation as an
Issuing Bank and Swingline Lender. Upon the acceptance of a successor's
appointment as Issuing Bank or Swingline Lender, (a) the retiring Issuing Bank
and Swingline Lender shall be discharged from all of their respective duties and
obligations hereunder or under the other Credit Documents, and (b) the successor
Issuing Bank shall issue letters of credit in substitution for the Letters of
Credit, if any, outstanding at the time of such succession or make other
arrangements satisfactory to the retiring Issuing Bank to effectively assume the
obligations of the retiring Issuing Bank with respect to such Letters of Credit.

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

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                                                                              56


                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Notices. (a) 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:

          (i) if to the Borrower, to it at 290 Harbor Drive, Stamford, CT 06902,
     Attention of Chief Financial Officer (Facsimile No. (203) 328-4896), with
     copies to Time Warner, Inc. at One Time Warner Center, New York, NY 10019,
     Attention of Chief Financial Officer (Facsimile No. (212) 484-7175), with
     copies to its General Counsel (Facsimile No. (212) 484-7167) and its
     Treasurer (Facsimile No. (212) 484-7151);

          (ii) if to the Administrative Agent (A) for payment and requests for
     credit extensions, to Bank of America, N.A., 2001 Clayton Road, Concord, CA
     94520, Attention of Wes Oldham (Facsimile No. (888) 969-2294), and (B) for
     all other notices, to Bank of America, N.A., Agency Management, 335 Madison
     Avenue, New York, NY 10017, Attention of Steven Gazzillo (Facsimile No.
     (212) 901-7842); and

          (iii) if to a Swingline Lender, to it as may be provided by such
     Swingline Lender from time to time;

          (iv) if to an Issuing Bank, to it as may be provided by such Issuing
     Bank from time to time;

          (v) 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.

          (b) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
"Agent Parties") have any liability to the Borrower, any Lender, any Issuing
Bank or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrower's
or the Administrative Agent's transmission of Borrower Materials through the
Platform, except to the

<PAGE>

                                                                              57


extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that (i) nothing in this clause (b) shall modify the
Agent Parties' respective obligations pursuant to Section 9.12, and (ii) in no
event shall any Agent Party have any liability to any Lender or any Issuing Bank
for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages).

          SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, any Issuing Bank 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, the Issuing Banks 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 the 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 or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, any Issuing Bank 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 Borrower and the Required Lenders or by the Borrower 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)
amend, waive, modify or otherwise 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 either Primary Guarantor from its
obligations under the Primary Guarantee without the written consent of each
Lender; provided that if any of the events specified in Section 9.14 occur with
respect to a Primary Guarantor then the Primary Guarantee shall be automatically
released with respect to such Primary Guarantor without any further action 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, any Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may
be. It is understood and agreed that the Borrower shall be permitted to cause
additional Affiliates to, directly or indirectly, guarantee Obligations of the
Borrower without the consent of any Lender or the Administrative Agent.

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                                                                              58


          SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall 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, the Issuing Banks or the Lenders,
including the reasonable fees, charges and disbursements of any counsel for the
Agents, the Issuing Banks 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 or Letters of
Credit issued hereunder, including in connection with any workout, restructuring
or negotiations in respect thereof, it being understood that the Agents, the
Issuing Banks and the Lenders shall use, and the Borrower 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) The Borrower shall indemnify each Agent, each Issuing Bank 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 Letter of Credit or the use of, or the proposed use of, the
proceeds therefrom (including any refusal by the Issuing Bank to honor a demand
for payment under a Letter of Credit if the documents presented in connection
with such demand do not strictly comply with the terms of such Letter of
Credit), (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 (or a Related Party of such Indemnitee).

          (c) To the extent that the Borrower fails to pay any amount required
to be paid by it to the Administrative Agent, an Issuing Bank or the Swingline
Lender under paragraph (a) or (b) of this Section, each Lender severally agrees
to pay to the Administrative Agent, the Issuing Bank or the Swingline Lender, as
the case may be, 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, such Issuing Bank or the Swingline
Lender in its capacity as such.

          (d) To the extent permitted by applicable law, the Borrower shall not
assert, and the 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)

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                                                                              59


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.

          (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 (including any
Affiliate of an Issuing Bank that issues any Letter of Credit), except that the
Borrower may not 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 the Borrower
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
(including any Affiliate of an Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the Issuing Banks 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
Eligible 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 the Borrower, the Administrative Agent,
the Swingline Lender (but only in the case of an assignment of all or a portion
of a Commitment in respect of Swingline Exposure) and each Issuing Bank that has
issued Letters of Credit hereunder having an aggregate face amount in excess of
$15,000,000 at the time of such assignment (but only in the case of an
assignment of all or a portion of a Commitment in respect of LC Exposure) 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 the Borrower 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 Amendment 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 $2,500, 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 the Borrower 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

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                                                                              60


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 without the consent of the 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 Borrower, 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 and LC Disbursements 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 Borrower, the Administrative Agent,
the Issuing Banks 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
the Borrower, the Administrative Agent or the Swingline Lender, 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 Borrower, 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, the 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.

<PAGE>

                                                                              61


          (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 Borrower's
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 Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.16(e) as
though it were a Lender.

          (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) The 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) The 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
and issuance of any Letters of Credit, 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

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                                                                              62


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.

          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 by such Lender or any Affiliate of such Lender that is
primarily engaged in commercial banking activities and other indebtedness at any
time owing by such Lender to or for the credit or the account of the Borrower
(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 the Borrower 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) The Borrower 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) The Borrower 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

<PAGE>

                                                                              63


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 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 (including any self-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, the Borrower 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
Borrower 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 the
Borrower 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 Borrower. For the purposes of this Section, "Information" means
all information received from the Borrower, whether oral or written, relating to
the Borrower or its business, other than any such information that is available
to the Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly

<PAGE>

                                                                              64


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. The 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;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
     relationship with or fiduciary duty to the 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 Borrower, 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 Borrower and the Lenders.

          SECTION 9.14. Guarantees. Notwithstanding anything herein or in any
Credit Document to the contrary, (a) each Supplemental Guarantor shall
automatically be released from its obligations under the Supplemental Guarantee
upon the first to occur of (i) the termination of, or release of such
Supplemental Guarantor from, its existing guarantee of TWE's obligations under
the Indenture, dated as of April 30, 1992, among Historic TW Inc., TWE and the
other parties thereto (the "Indenture"), (ii) the sale, transfer or other
disposition of all or substantially all of the combined assets of the
Supplemental Guarantors (other than their equity interest (if any) in the
Borrower and its Subsidiaries) and (iii) the date on which TWE's obligations
under the Indenture shall have been paid in full and (b) each Primary Guarantor
shall be automatically released from its obligations under the Primary Guarantee
upon receipt by the Administrative Agent of a certificate of a Responsible
Officer certifying that such Primary Guarantor has no outstanding Indebtedness
for borrowed money, including any Guarantee of Indebtedness for borrowed money
as of the date of such certificate.

          SECTION 9.15. USA Patriot Act. Each Lender hereby notifies the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender to identify the Borrower in accordance with the Act.

<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.

                                        TIME WARNER CABLE INC.


                                        By /s/ John K. Martin, Jr.
                                           -------------------------------------
                                        Name: John K. Martin, Jr.
                                        Title: EVP and CFO


                                        TIME WARNER ENTERTAINMENT COMPANY, L.P.,
                                          for the sole purpose of acknowledging
                                          and agreeing that it is no longer a
                                          Borrower hereunder or otherwise party
                                          hereto


                                        By /s/ John K. Martin, Jr.
                                           -------------------------------------
                                        Name: John K. Martin, Jr.
                                        Title: EVP and CFO

                             Time Warner Cable Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                        BANK OF AMERICA, N.A., as
                                        Administrative Agent, a Reference
                                        Bank and a Lender


                                        By: /s/ Thomas J. Kane
                                            ------------------------------------
                                        Name: Thomas J. Kane
                                        Title: Senior Vice President


                                        CITIBANK, N.A., as Co-Syndication
                                        Agent, a Reference Bank and a Lender


                                        By: /s/ Julio Ojea-Quintana
                                            ------------------------------------
                                        Name: Julio Ojea-Quintana
                                        Title: Vice President


                                        DEUTSCHE BANK AG NEW YORK BRANCH, as
                                        Co-Syndication Agent, a Reference Bank
                                        and a Lender


                                        By: /s/ Yvonne Preil
                                            ------------------------------------
                                        Name: Yvonne Preil
                                        Title: Vice President


                                        By: /s/ Andreas Neumeier
                                            ------------------------------------
                                        Name: Andreas Neumeier
                                        Title: Director


                                        BNP PARIBAS, as Co-Documentation Agent
                                        and a Lender


                                        By: /s/ Nuala Marley
                                            ------------------------------------
                                        Name: Nuala Marley
                                        Title: Managing Director


                                        By: /s/ Todd Rodgers
                                            ------------------------------------
                                        Name: Todd Rodgers
                                        Title: Vice President

                             Time Warner Cable Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                        WACHOVIA BANK, NATIONAL ASSOCIATION, as
                                          Co-Documentation Agent and a Lender


                                        By: /s/ John D. Brady
                                            ------------------------------------
                                        Name: John D. Brady
                                        Title: Director

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        The Bank of Tokyo-Mitsubishi UFJ, Ltd.
                                        New York Branch


                                        By: /s/ Lillian Kim
                                            ------------------------------------
                                        Name: Lillian Kim
                                        Title: Authorized Signatory

                             Time Warner Cable Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                        BARCLAYS BANK PLC
                                        (NAME OF LENDER)


                                        By: /s/ Alison McGuigan
                                            ------------------------------------
                                        Name: Alison McGuigan
                                        Title: Associate Director

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        The Royal Bank of Scotland plc
                                        (NAME OF LENDER)


                                        By: /s/ Vincent Fitzgerald
                                            ------------------------------------
                                        Name: Vincent Fitzgerald
                                        Title: Managing Director

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        CALYON NEW YORK BRANCH


                                        By: /s/ Douglas Roper
                                            ------------------------------------
                                        Name: Douglas Roper
                                        Title: Managing Director


                                        By: /s/ John McCloskey
                                            ------------------------------------
                                        Name: John McCloskey
                                        Title: Director

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Sumitomo Mitsui Banking Corporation


                                        By: /s/ Shigeru Tsuru
                                            ------------------------------------
                                        Name: Shigeru Tsuru
                                        Title: Joint General Manager

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        ABN AMRO Bank N.V.


                                        By: /s/ Frances O'R. Logan
                                            ------------------------------------
                                        Name: Frances O'R. Logan
                                        Title: Managing Director


                                        By: /s/ Shilpa Parandekar
                                            ------------------------------------
                                        Name: Shilpa Parandekar
                                        Title: Vice President

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        THE BANK OF NOVA SCOTIA
                                        (NAME OF LENDER)


                                        By: /s/ Jose B. Carlos
                                            ------------------------------------
                                        Name: Jose B. Carlos
                                        Title: Authorized Signatory

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Dresdner Kleinwort Wasserstein


                                        By: /s/ Brian Haughney
                                            ------------------------------------
                                        Name: Brian Haughney
                                        Title: Director


                                        Dresdner Kleinwort Wasserstein


                                        By: /s/ Mark McGuigan
                                            ------------------------------------
                                        Name: Mark McGuigan
                                        Title: Vice President

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Fortis Capital Corporation


                                        By: /s/ Barbara E. Nash
                                            ------------------------------------
                                        Name: Barbara E. Nash
                                        Title: Managing Director & Group Head


                                        By: /s/ Rachel Lanava
                                            ------------------------------------
                                        Name: Rachel Lanava
                                        Title: Vice President

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        HSBC Bank USA, N.A.


                                        By: /s/ Darren Pinsker
                                            ------------------------------------
                                        Name: Darren Pinsker
                                        Title: Senior Vice President

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        MIZUHO CORPORATE BANK, LTD.


                                        By: /s/ Makoto Murata
                                            ------------------------------------
                                        Name: Makoto Murata
                                        Title: Deputy General Manager

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        BEAR STEARNS CORPORATE LENDING INC.


                                        By: /s/ Victor Bulzacchelli
                                            ------------------------------------
                                        Name: Victor Bulzacchelli
                                        Title: Vice President

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        GOLDMAN SACHS CREDIT PARTNERS L.P.


                                        By: /s/ William W. Archer
                                            ------------------------------------
                                        Name: William W. Archer
                                        Title: Managing Director

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        JPMorgan Chase Bank, N.A.
                                        (NAME OF LENDER)


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

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Lehman Brothers Bank, FSB


                                        By: /s/ Gary T. Taylor
                                            ------------------------------------
                                        Name: Gary T. Taylor
                                        Title: Senior Vice President

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Morgan Stanley Bank


                                        By: /s/ Eugene F. Martin
                                            ------------------------------------
                                        Name: Eugene F. Martin
                                        Title: Vice President
                                               Morgan Stanley Bank

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Morgan Stanley Senior Funding


                                        By: /s/ Eugene F. Martin
                                            ------------------------------------
                                        Name: Eugene F. Martin
                                        Title: Vice President
                                               Morgan Stanley Senior Funding,
                                               Inc.

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        HARRIS NESBITT FINANCING, INC.


                                        By: /s/ Naghmeh Hashemifard
                                            ------------------------------------
                                        Name: Naghmeh Hashemifard
                                        Title: Vice President

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Lloyds TSB Bank, plc


                                        By: /s/ Windsor R. Davies
                                            ------------------------------------
                                        Name: Windsor R. Davies
                                        Title: Director, Corporate Banking, USA
                                               D061


                                        Lloyds TSB Bank, plc


                                        By: /s/ Andrew Roberts
                                            ------------------------------------
                                        Name: Andrew Roberts
                                        Title: VP Corporate Banking
                                               R089

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        CREDIT SUISSE, CAYMAN ISLANDS BRANCH
                                        (NAME OF LENDER)


                                        By: /s/ Doreen Barr
                                            ------------------------------------
                                        Name: Doreen Barr
                                        Title: Vice President


                                        By: /s/ Judith E. Smith
                                            ------------------------------------
                                        Name: Judith E. Smith
                                        Title: Director

                             Time Warner Cable Inc.
                 Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        MERRILL LYNCH BANK USA


                                        By: /s/ Louis Alder
                                            ------------------------------------
                                        Name: Louis Alder
                                        Title: Director

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                        Mellon Bank, N.A.
                                        (NAME OF LENDER)


                                        By: /s/ Laurie G. Dunn
                                            ------------------------------------
                                        Name: Laurie G. Dunn
                                        Title: First Vice President

                             Time Warner Cable Inc.
                Amended and Restated Five-Year Credit Agreement

<PAGE>

                                                                   SCHEDULE 2.01

                         ADDRESS OF NOTICES; COMMITMENTS

<TABLE>
<CAPTION>
Lender Name and Address                   Commitment
-----------------------               -----------------
<S>                                   <C>
Bank of America, N.A.                 $     427,000,000

2001 Clayton Road
Concord, CA 94520
Attn: Wes Oldham
Telephone: 925-675-8409
Facsimile: 888-969-2294

with a copy to:

Bank of America, N.A.

Agency Management
335 Madison Avenue
New York, NY 10017
Attn: Steven Gazzillo
Telephone: 212-503-8328
Facsimile: 212-901-7842

Deutsche Bank AG New York Branch      $     423,000,000

60 Wall Street, 11th Floor
New York, NY 10005
Attn: Andreas Neumeier
Telephone: 212-250-8675
Facsimile: 212-797-4347

Citibank, N.A.                        $     398,000,000

388 Greenwich Street, 21st Floor
New York, NY 10013
Attn: Julio Ojea Quintana
Telephone: 212-816-8497
Facsimile: 212-816-8084

BNP Paribas                           $     398,000,000

787 Seventh Avenue
New York, NY 10019
Attn: Nuala Marley
Telephone: 212-841-3096
Facsimile: 212-841-2747
</TABLE>

<PAGE>

<TABLE>
<S>                                   <C>
Wachovia Bank, N.A.                   $     398,000,000

201 South College Street, CP9
NC-1183, CP-09
Charlotte, NC 28288
Attn: John Brady
Telephone: 704-715-1795
Facsimile: 704-383-1625

The Bank of Tokyo-Mitsubishi UFJ,     $     380,000,000
Ltd.
New York Branch

1251 Avenue of the Americas
New York, NY 10020
Attn: Jeffrey Millar
Telephone: 212-782-4358
Facsimile: 212-782-6445

Barclays Bank PLC                     $     298,000,000

200 Park Avenue, 4th Floor
New York, NY 10166
Attn: Nicholas Bell
Telephone: 212-412-4029
Facsimile: 212-412-7600

The Royal Bank of Scotland plc        $     298,000,000

101 Park Avenue, 6th Floor
New York, NY 10178
Attn: Vincent Fitzgerald
Telephone: 212-401-3236
Facsimile: 212-401-3456

Calyon New York Branch                $     280,000,000

1301 Avenue of the Americas
New York, NY 10019
Attn: Veronica Incera
Telephone: 212-261-3748
Facsimile: 212-261-3288
</TABLE>

<PAGE>

<TABLE>
<S>                                   <C>
Sumitomo Mitsui Banking Corporation   $     280,000,000

277 Park Avenue
New York, NY 10172
Attn: Steve Lau
Telephone: 212-224-4156
Facsimile: 212-224-4384

ABN AMRO Bank N.V.                    $     250,000,000

350 Park Avenue, 2nd floor
New York, NY 10022
Attn: Shilpa Parandekar
Telephone: 212-251-3623
Facsimile: 212-251-3662

The Bank of Nova Scotia               $     250,000,000

One Liberty Plaza, 26th Floor
New York, NY 10006
Attn: Jose Carlos
Telephone: 212-225-5349
Facsimile: 212-225-5480

Fortis Capital Corp.                  $     220,000,000

520 Madison Avenue, 3rd Floor
New York, NY 10022
Attn: Barbara Nash
Telephone: 212-340-5441
Facsimile: 212-340-5440

Dresdner A.G.: New York and Grand     $     200,000,000
Cayman Branch

1301 Avenue of the Americas
New York, NY 10019
Attn: Brian Smith / Mark Mcguigan
Telephone: 212-895-1632 / 1674
Facsimile: 212-895-1560
</TABLE>

<PAGE>

<TABLE>
<S>                                   <C>
HSBC Bank USA, N.A.                   $     180,000,000

452 Fifth Avenue, 5th floor
New York, NY 10018
Attn: Darren Pinsker
Telephone: 212-525-5399
Facsimile: 212-525-2469

Mizuho Corporate Bank, Ltd.           $     175,000,000

1251 Avenue of Americas
New York, NY 10020
Attn: Daniel Guevara
Telephone: 212-282-4537
Facsimile: 212-282-4488

Bear Stearns Corporate Lending Inc.   $     145,000,000

383 Madison Avenue
8th Floor
New York, NY 10179
Attn: Evan Kaufman

with a copy to:
Randall Trombley
383 Madison Avenue
8th Floor
New York, NY 10179
Telephone: 212-272-8871
Facsimile: 212-272-9184

Goldman Sachs Credit Partners LP      $     145,000,000

1 New York Plaza, 42nd Floor
New York, NY 10004
Attn: see email
Telephone: see email
Facsimile: 212-346-2608

JPMorgan Chase Bank N.A.              $     145,000,000

270 Park Avenue
New York, NY 10017
Attn: Tracey Ewing
Telephone: 212-270-8916
Facsimile: 212-279-5127
</TABLE>

<PAGE>

<TABLE>
<S>                                   <C>
Lehman Brothers Bank, FSB             $     145,000,000

745 7th Avenue, 5th Floor
New York, NY 10019
Attn: Janine Shugan
Telephone: 212-526-8625
Facsimile: 917-522-0139

Morgan Stanley Senior Funding, Inc.   $      70,000,000

1585 Broadway
New York, NY 10036
Attn: Erma Dell'Aquila /
Edward Henley
Telephone: 718-754-7286 / 7285
Facsimile: 718-754-7249 / 7250

Morgan Stanley Bank                   $      75,000,000

2500 Lake Park Blvd., Suite 300 C
West Valley City, UT 84120
Attn: Erma Dell'Aquila /
Edward Henley
Telephone: 718-754-7286 / 7285
Facsimile: 718-754-7249 / 7250

Harris Nesbitt Financing, Inc         $     120,000,000

115 South LaSalle Street
Chicago, IL 60603
Attn: Naghmeh Hashemifard
Telephone: 212-605-1438
Facsimile: 212-605-1648

Lloyds TSB Bank plc                   $     100,000,000

1251 Avenue of the Americas,
39th Floor
New York, NY 10020
Attn: Windsor Davies
Telephone: 212-930-8909
Facsimile: 212-930-5098

Credit Suisse                         $      75,000,000

Eleven Madison Avenue
New York, NY 10010
Attn: Doreen Barr
Telephone: 212-325-9914
Facsimile: 212-743-2737
</TABLE>

<PAGE>

<TABLE>
<S>                                   <C>
Merrill Lynch Bank USA                $      75,000,000

15 W. South Temple, Suite 300
Salt Lake City, UT 84101
Attn: Frank Stepan
Telephone: 801-526-8313
Facsimile: 801-531-7470

Mellon Bank NA                        $      50,000,000

One Mellon Bank Center
Pittsburgh, PA 15258
Attn: Laurie G Dunn
Telephone: 212-922-6225
Facsimile: 212-922-6900
                                      -----------------
TOTAL                                 $6,000,000,000.00
                                      =================
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

<TABLE>
<CAPTION>
                  A BORROWING NOTICE (PURSUANT AND
                  SUBJECT TO SECTION 2.03 OR SECTION    PREPAYMENT NOTICE
                  2.04, AS APPLICABLE) OR AN INTEREST   (PURSUANT TO SECTION
                  ELECTION (PURSUANT TO SECTION 2.07)   2.10) MUST BE GIVEN NOT
LOAN TYPE:        MUST BE GIVEN NOT LATER THAN:         LATER THAN:
----------        -----------------------------------   -----------------------
<S>               <C>                                   <C>
REVOLVING LOANS

Any Eurodollar    11:00 am New York City time three     12:00 pm New York City
Borrowing         (3) Business Days before the date     time three (3) Business
                  of the proposed Borrowing.            Days before the date of
                                                        prepayment.

ABR Borrowing     10:00 am New York City time on the    12:00 pm New York City
                  day of the proposed Borrowing.        time one (1) Business
                                                        Day before the date of
                                                        prepayment.

SWINGLINE LOANS

ABR Borrowing     2:00 pm New York City time on the
                  day of the proposed Borrowing.
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

Bank:           JPMorgan Chase Bank, N.A.

Address:        One Chase Manhattan Plaza
                New York, NY 10005

ABA:            021 000 021

Account Name:   Time Warner Cable Inc.

Account Number: 304-180335

<PAGE>

                                                                   SCHEDULE 6.08

                            UNRESTRICTED SUBSIDIARIES

Bright House Networks, LLC

<PAGE>

                                                                      SCHEDULE 8

                             LIST OF PROPER PERSONS

<TABLE>
<CAPTION>
Name          Title
----          -----
<S>           <C>
John Martin   Exec. Vice President and CFO
</TABLE>

<PAGE>

                                                                       EXHIBIT A

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Amended and Restated Five-Year Credit
Agreement (as further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") dated as of December 9, 2003, and amended and
restated as of February 15, 2006, among TIME WARNER CABLE INC., a Delaware
corporation (the "Borrower"), the Lenders party thereto, CITIBANK, N.A. and
DEUTSCHE BANK AG NEW YORK BRANCH, as co-syndication agents, BNP PARIBAS and
WACHOVIA BANK, NATIONAL ASSOCIATION, as co-documentation agents, and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the "Administrative
Agent"). Unless otherwise defined herein, terms defined in the Credit Agreement
and used herein shall have the meanings given to them in the Credit Agreement.

          The Assignor identified on Schedule l hereto (the "Assignor") and the
Assignee identified on Schedule l hereto (the "Assignee") agree as follows:

     1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest described in Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to the amount set forth on Schedule 1 hereto
for the Commitments and Revolving Credit Exposure of the Assignor on the
Effective Date of this Assignment and Acceptance.

     2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Credit Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim and (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, any of its Affiliates or any other obligor
or the performance or observance of the Borrower, any of its Affiliates or any
other obligor of any of their respective obligations under the Credit Agreement
or any other Credit Documents or any other instrument or document furnished
pursuant hereto or thereto.

     3. The Assignee (a) represents and warrants that it is legally authorized
to enter into this Assignment and Acceptance; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to Section 3.04 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent
or any Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement and other Credit Documents or any
other instrument or document furnished pursuant hereto or

<PAGE>

                                                                               2


thereto; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Credit Agreement and other Credit Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (e) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender.

     4. The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

     5. Upon such acceptance and recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the Assigned
Interest (including payments of principal, interest, fees and other amounts) to
the Assignor for amounts which have accrued to the Effective Date and to the
Assignee for amounts which have accrued subsequent to the Effective Date.

     6. From and after the Effective Date, (a) the Assignee shall be a party to
the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Credit Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

     7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

          IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.

<PAGE>


                                   Schedule 1
                to Assignment and Acceptance with respect to the
                Amended and Restated Five-Year Credit Agreement,
 dated as of December 9, 2003, and amended and restated as of February 15, 2006,
   among TIME WARNER CABLE INC., a Delaware corporation (the "Borrower"), the
 Lenders party thereto, CITIBANK, N.A. and DEUTSCHE BANK AG NEW YORK BRANCH, as
  co-syndication agents, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION,
 as co-documentation agents, and BANK OF AMERICA, N.A., as administrative agent
                 (in such capacity, the "Administrative Agent")

Name of Assignor: _______________________

Name of Assignee: _______________________

Effective Date of Assignment: _________________

Amount of Commitments and
Revolving Credit
Exposure Assigned

$________________

-------------------------------------   ----------------------------------------
[Name of Assignee]                      [Name of Assignor]


By:                                     By:
    ---------------------------------       ------------------------------------
Title:                                  Title:
       ------------------------------          ---------------------------------

Accepted for Recordation in the         Required Consents (if any):
Register:

BANK OF AMERICA, N.A., as               [TIME WARNER CABLE INC.]
Administrative Agent


By:                                     [By:
    ---------------------------------        -----------------------------------
    Title:                                   Title:                            ]


                                        [___________________________________, as
                                        Swingline Lender]

                            Assignment and Acceptance
                             Time Warner Cable Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                                                               2


                                        [By:
                                             -----------------------------------
                                             Title:                            ]


                                        [___________________________________, as
                                        Issuing Bank]


                                        [By:
                                             -----------------------------------
                                             Title:                            ]

                            Assignment and Acceptance
                             Time Warner Cable Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                                                       EXHIBIT B

                            FORM OF PRIMARY GUARANTEE

          GUARANTEE, dated as of February 15, 2006, made by TIME WARNER NY CABLE
LLC, a Delaware limited liability company ("TWCNY"), and TIME WARNER
ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE") (each, a
"Guarantor", and collectively, the "Guarantors"), in favor of BANK OF AMERICA,
N.A., as administrative agent (in such capacity, the "Administrative Agent") for
the lenders (the "Lenders") parties to the Amended and Restated Five-Year Credit
Agreement (as further amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") dated as of December 9, 2003, and amended and
restated as of February 15, 2006, among TIME WARNER CABLE INC., a Delaware
corporation (the "Borrower"), the Lenders, CITIBANK, N.A. and DEUTSCHE BANK AG
NEW YORK BRANCH, as co-syndication agents (in such capacity, the "Co-Syndication
Agents"), BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, as
co-documentation agents (in such capacity, the "Co-Documentation Agents") and
the Administrative Agent.

                                   WITNESSETH:

          WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make Loans and other extensions of credit to the Borrower upon the
terms and subject to the conditions set forth therein;

          WHEREAS, it is a condition precedent to the obligation of the Lenders
to make their respective Loans and other extensions of Credit to the Borrower
under the Credit Agreement that the Guarantors shall have executed and delivered
this Guarantee to the Administrative Agent for the ratable benefit of the
Lenders; and

          WHEREAS, each Guarantor is an affiliate of the Borrower under the
Credit Agreement, and it is to the advantage of each Guarantor that the Lenders
make the Loans and other extensions of credit to the Borrower under the Credit
Agreement.

          NOW, THEREFORE, in consideration of the premises and to induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective loans and other extensions of credit
to the Borrower under the Credit Agreement, each Guarantor hereby agrees with
the Administrative Agent, for the ratable benefit of the Lenders, as follows:

          1. Defined Terms. (a) Unless otherwise defined herein, terms defined
in the Credit Agreement and used herein shall have the meanings given to them in
the Credit Agreement.

          (b) As used herein, "Obligations" means the collective reference to
the unpaid principal of and interest on the Loans and Reimbursement Obligations
and all other obligations and liabilities of the Borrower to the Administrative
Agent and the Lenders (including, without limitation, interest accruing at the
then applicable rate provided in the Credit Agreement after the maturity of the
Loans and Reimbursement Obligations and interest accruing at the then

<PAGE>

applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Borrower whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding), whether direct or
indirect, absolute or contingent, due or to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the
Credit Agreement, any Letter of Credit or any other Credit Document, in each
case whether on account of principal, interest, reimbursement obligations, fees,
indemnities, costs, expenses or otherwise (including, without limitation, all
fees and disbursements of counsel to the Administrative Agent or to the Lenders
that are required to be paid by the Borrower pursuant to the terms of the Credit
Agreement or any other Credit Document).

          (c) As used herein, "Reimbursement Obligation" means the obligation of
the Borrower to reimburse the Issuing Bank pursuant to Section 2.05(e) of the
Credit Agreement for amounts drawn under Letters of Credit.

          (d) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Guarantee shall refer to this Guarantee as a whole and
not to any particular provision of this Guarantee, and section and paragraph
references are to this Guarantee unless otherwise specified.

          (e) The meanings given to terms defined herein shall be equally
applicable to both the singular and plural forms of such terms.

          2. Guarantees. (a) Each Guarantor, jointly and severally, hereby
unconditionally and irrevocably guarantees to the Administrative Agent, for the
ratable benefit of the Lenders and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the
Borrower as and when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.

          (b) This Guarantee shall remain in full force and effect until the
Obligations are paid in full, no Letter of Credit shall be outstanding (unless
such Letter of Credit is cash collateralized in accordance with Section 2.05(c)
of the Credit Agreement) and the Commitments are terminated, notwithstanding
that from time to time prior thereto the Borrower may be free from any
Obligations.

          (c) Each Guarantor agrees that whenever, at any time, or from time to
time, it shall make any payment to the Administrative Agent or any Lender on
account of its liability hereunder, it will notify the Administrative Agent and
such Lender in writing that such payment is made under this Guarantee for such
purpose.

          (d) Anything herein or in any other Credit Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Credit Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors.

          (e) No payment or payments made by the Borrower, either of the
Guarantors, any other guarantor or any other Person or received or collected by
the Administrative Agent or any Lender from the Borrower, either of the
Guarantors, any other guarantor or any other Person


                                       2

<PAGE>

by virtue of any action or proceeding or any setoff or appropriation or payment
of the Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any Guarantor hereunder who shall, notwithstanding any
such payment or payments (other than payments made by such Guarantor in respect
of the Obligations or payments received or collected from such Guarantor in
respect of the Obligations), remain liable for the Obligations, up to the
maximum liability of such Guarantor hereunder until the Obligations are paid in
full, no Letter of Credit shall be outstanding (unless such Letter of Credit is
cash collateralized in accordance with Section 2.05(c) of the Credit Agreement)
and the Commitments are terminated.

          3. Right of Setoff. Each Guarantor hereby authorizes each Lender at
any time and from time to time when any amounts owed by the Borrower under the
Credit Agreement are due and payable and have not been paid (taking into account
any applicable grace periods), 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 by such Lender or any Affiliate of such
Lender that is primarily engaged in commercial banking activities and other
indebtedness at any time owing by such Lender to or for the credit or the
account of such Guarantor (other than indebtedness related to commercial
advertising and marketing arrangements entered into in the ordinary course of
business) against any of and all of the obligations of the Borrower to such
Lender hereunder now or hereafter existing under the Credit Agreement or any
other Credit Document whether or not such Lender has made any demand for
payment. Each Lender shall notify the applicable Guarantor promptly of any such
setoff and the application made by such Lender of the proceeds thereof; provided
that the failure to give such notice shall not affect the validity of such
setoff and application. The rights of each Lender under this paragraph are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

          4. No Subrogation. Notwithstanding any payment or payments made by any
Guarantor hereunder, or any setoff or application of funds of any Guarantor by
any Lender, no Guarantor shall be entitled to be subrogated to any of the rights
of the Administrative Agent or any Lender against the Borrower or against any
collateral security or guarantee or right of offset held by the Administrative
Agent or any Lender for the payment of the Obligations, nor shall any Guarantor
seek or be entitled to seek any contribution or reimbursement from the Borrower
in respect of payments made by such Guarantor hereunder, until all amounts owing
to the Administrative Agent and the Lenders by the Borrower on account of the
Obligations are paid in full, no Letter of Credit shall be outstanding (unless
such Letter of Credit is cash collateralized in accordance with Section 2.05(c)
of the Credit Agreement) and the Commitments are terminated. If any amount shall
be paid to any Guarantor on account of such subrogation rights at any time when
all of the Obligations shall not have been paid in full, such amount shall be
held by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form
received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.

          5. Amendments, etc. with Respect to the Obligations; Waiver of Rights.
Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor, and without notice to or
further assent by any Guarantor, (a) any


                                       3

<PAGE>

demand for payment of any of the Obligations made by the Administrative Agent or
any Lender may be rescinded by the Administrative Agent or such Lender, and any
of the Obligations continued, (b) the Obligations, or the liability of any other
Person upon or for any part thereof, or any collateral security or guarantee
therefor or right of offset with respect thereto, may, from time to time, in
whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Administrative Agent or any
Lender, (c) the Credit Agreement and any other Credit Document may be amended,
modified, supplemented or terminated, in whole or in part, and (d) any
collateral security, guarantee or right of offset at any time held by the
Administrative Agent or any Lender for the payment of the Obligations may be
sold, exchanged, waived, surrendered or released. Neither the Administrative
Agent nor any Lender shall have any obligation to protect, secure, perfect or
insure any Lien at any time held by it as security for the Obligations or for
this Guarantee or any property subject thereto.

          6. Guarantee Absolute and Unconditional. Each Guarantor waives any and
all notice of the creation, renewal, extension or accrual of any of the
Obligations and notice of or proof of reliance by the Administrative Agent or
any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations,
and any of them, shall conclusively be deemed to have been created, contracted
or incurred, or renewed, extended, amended or waived, in reliance upon this
Guarantee; and all dealings between the Borrower or either one or both of the
Guarantors, on the one hand, and the Administrative Agent and the Lenders, on
the other, shall likewise be conclusively presumed to have been had or
consummated in reliance upon this Guarantee. Each Guarantor waives diligence,
presentment, protest, demand for payment and notice of default or nonpayment to
or upon the Borrower or either one or both of the Guarantors with respect to the
Obligations. This Guarantee shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of the Credit Agreement or any other Credit
Document, any of the Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent or any Lender, (b) any defense, setoff or
counterclaim (other than a defense of payment or performance) which may at any
time be available to or be asserted by the Borrower or any other Person against
the Administrative Agent or any Lender, or (c) any other circumstance whatsoever
(with or without notice to or knowledge of the Borrower or the Guarantors) which
constitutes, or might be construed to constitute, an equitable or legal
discharge of the Borrower from the Obligations, or of either one or both of the
Guarantors under this Guarantee, in bankruptcy or in any other instance. When
making a demand hereunder or otherwise pursuing its rights and remedies
hereunder against any Guarantor, the Administrative Agent and any Lender may,
but shall be under no obligation to, make a similar demand on or otherwise
pursue such rights and remedies as it may have against the Borrower or any other
Person or against any collateral security or guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Administrative
Agent or any Lender to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Borrower or any such other Person
or to realize upon any such collateral security or guarantee or to exercise any
such right of offset, or any release of the Borrower or any such other Person or
of any such collateral security, guarantee or right of offset, shall not relieve
any Guarantor of any liability hereunder, and shall not impair or affect the
rights and remedies, whether express, implied or available as a matter of law,
of the Administrative Agent or any Lender against any Guarantor. For the
purposes hereof "demand" shall include the commencement and continuance of any
legal proceedings.


                                       4

<PAGE>

          7. Reinstatement. This Guarantee shall continue to be effective, or be
reinstated, as the case may be, if at any time payment, or any part thereof, of
any of the Obligations is rescinded or must otherwise be restored or returned by
the Administrative Agent or any Lender upon the insolvency, bankruptcy,
dissolution, liquidation or reorganization of the Borrower or upon or as a
result of the appointment of a receiver, intervenor or conservator of, or
trustee or similar officer for, the Borrower or any substantial part of the
Borrower's property, or otherwise, all as though such payments had not been
made.

          8. Payments. Each Guarantor hereby agrees that payments hereunder will
be paid to the Administrative Agent without setoff or counterclaim at the office
of the Administrative Agent located at 2001 Clayton Road, Concord, California
94520 or to such other office as designated by the Administrative Agent.

          9. Representations and Warranties. To induce the Administrative Agent
and the Lenders to enter into the Credit Agreement and to induce the Lenders to
make their respective extensions of credit to the Borrower thereunder, each
Guarantor hereby represents and warrants to the Administrative Agent and each
Lender that the representations and warranties set forth in Article III of the
Credit Agreement (other than those set forth in Sections 3.04(d), 3.06 and 3.10
on any date other than the Amendment Effective Date) as they relate to such
Guarantor or to the Credit Documents to which such Guarantor is a party, each of
which is hereby incorporated herein by reference, are true and correct, and the
Administrative Agent and each Lender shall be entitled to rely on each of them
as if they were fully set forth herein (it being understood that any
representation or warranty set forth in Article III of the Credit Agreement that
is qualified by a reference to the Borrower and its Subsidiaries taken as a
whole shall not be deemed to apply to the Guarantor individually).

          The Guarantors agree that the foregoing representation and warranty
shall be deemed to have been made by each Guarantor and shall be true and
correct in all material respects on the date of each borrowing by the Borrower
under the Credit Agreement on and as of such date of borrowing as though made
hereunder on and as of such date.

          10. Authority of Administrative Agent. Each Guarantor acknowledges
that the rights and responsibilities of the Administrative Agent under this
Guarantee with respect to any action taken by the Administrative Agent or the
exercise or non-exercise by the Administrative Agent of any option, right,
request, judgment or other right or remedy provided for herein or resulting or
arising out of this Guarantee shall, as between the Administrative Agent and the
Lenders, be governed by the Credit Agreement and by such other agreements with
respect thereto as may exist from time to time among them, but, as between the
Administrative Agent and any or all of the Guarantors, the Administrative Agent
shall be conclusively presumed to be acting as agent for the Lenders with full
and valid authority so to act or refrain from acting, and no Guarantor shall be
under any obligation, or entitlement, to make any inquiry respecting such
authority.

          11. Notices. All notices, requests and demands to or upon the
Administrative Agent, any Lender or any Guarantor shall be effected in the
manner provided in Section 9.01 of the Credit Agreement; any such notice,
request or demand to or upon any Guarantor shall be addressed to such Guarantor
at its notice address set forth on Schedule 1 hereto.


                                       5

<PAGE>

          12. Severability. Any provision of this Guarantee which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

          13. Integration. This Guarantee and the other Credit Documents
represent the agreement of each Guarantor with respect to the subject matter
hereof and there are no promises or representations by the Guarantor, the
Administrative Agent or any Lender relative to the subject matter hereof not
reflected herein or in the other Credit Documents.

          14. Amendments in Writing. None of the terms or provisions of this
Guarantee may be waived, amended, supplemented or otherwise modified except by a
written instrument executed by the applicable Guarantor and the Administrative
Agent, provided that any right, power or privilege of the Administrative Agent
or the Lenders arising under this Guarantee may be waived by the Administrative
Agent and the Lenders in a letter or agreement executed by the Administrative
Agent; provided, further, that no such amendment or waiver shall release either
Guarantor from its obligations hereunder without the written consent of each
Lender.

          15. No Waiver; Cumulative Remedies. Neither the Administrative Agent
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 14 hereof), delay, indulgence, omission or otherwise be deemed to have
waived any right or remedy hereunder or to have acquiesced in any Default or
Event of Default or in any breach of any of the terms and conditions hereof. No
failure to exercise, nor any delay in exercising, on the part of the
Administrative Agent or any Lender, any right, power or privilege hereunder
shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. A waiver by the
Administrative Agent or any Lender of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which the
Administrative Agent or such Lender would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.

          16. Section Headings. The section headings used in this Guarantee are
for convenience of reference only and are not to affect the construction hereof
or be taken into consideration in the interpretation hereof.

          17. Successors and Assigns. This Guarantee shall be binding upon the
successors and assigns of each Guarantor and shall inure to the benefit of the
Administrative Agent and the Lenders and their successors and assigns; provided
that no Guarantor may assign, transfer or delegate any of its rights or
obligations under this Guarantee without the prior written consent of the
Administrative Agent.

          18. Enforcement Expenses. Each Guarantor agrees, jointly and
severally, to pay or reimburse each Lender and the Administrative Agent for all
its costs and expenses incurred in collecting against such Guarantor under this
Guarantee or otherwise enforcing or


                                       6

<PAGE>

protecting any rights under this Guarantee and the other Credit Documents to
which such Guarantor is a party, including, without limitation, the fees and
disbursements of counsel to each Lender and of counsel to the Administrative
Agent.

          19. Counterparts. This Guarantee may be executed by one or more of the
Guarantors on any number of separate counterparts (including by facsimile
transmission), and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

          20. Acknowledgements.

          Each Guarantor hereby acknowledges that:

          (a) it has been advised by counsel in the negotiation, execution and
delivery of this Guarantee;

          (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or fiduciary duty to such Guarantor arising out of or in
connection with this Guarantee or any other Credit Document, and the
relationship between any or all of the Guarantors, on the one hand, and the
Administrative Agent and Lenders, 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 Guarantors and the Lenders.

          21. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          22. Jurisdiction; Consent to Service of Process. (a) Each Guarantor
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 this Guarantee, or for recognition or
enforcement of any judgment, and each Guarantor 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 court or, to the
extent permitted by law, in such Federal court. Each Guarantor 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.

          (b) Each Guarantor 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 Guarantee in any court referred to
in paragraph (a) 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.


                                       7

<PAGE>

          (c) Each Guarantor irrevocably consents to service of process in the
manner provided for notices in paragraph 11 of this Guarantee. Nothing in this
Guarantee will affect the right of any party to this Guarantee to serve process
in any other manner permitted by law.

          23. WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

          24. Release. This Guarantee may only be released in accordance with
Section 9.02(b) of the Credit Agreement; provided, however, that if any of the
events specified in Section 9.14 of the Credit Agreement occur with respect to a
Guarantor then the Guarantee shall be automatically released with respect to
such Guarantor without any further action.


                                       8

<PAGE>

          IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
duly executed and delivered by its duly authorized officer as of the day and
year first above written.

                                        TIME WARNER NY CABLE LLC


                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                        TIME WARNER ENTERTAINMENT COMPANY, L.P.


                                        By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                Primary Gurantee
                             Time Warner Cable Inc.
           Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                                                      SCHEDULE 1

                               Address for Notices

TIME WARNER NY CABLE LLC
290 Harbor Drive
Stamford, CT 06902
Attention: Chief Financial Officer
Facsimile No. 203-328-4896
Attention: General Counsel
Facsimile No. 203-328-4094
One Time Warner Center
New York, NY 10019
Attention: Treasurer
Facsimile No. 212-484-7151

TIME WARNER ENTERTAINMENT COMPANY, L.P.
290 Harbor Drive
Stamford, CT 06902
Attention: Chief Financial Officer
Facsimile No. 203-328-4896
Attention: General Counsel
Facsimile No. 203-328-4094
One Time Warner Center
New York, NY 10019
Attention: Treasurer
Facsimile No. 212-484-7151

<PAGE>

                                                                       EXHIBIT C

                                     FORM OF

                             SUPPLEMENTAL GUARANTEE

          SUPPLEMENTAL GUARANTEE ("Guarantee"), dated as of February 15, 2006 by
each of the persons listed on the signature pages hereof (each, a "Guarantor"
and collectively, the "Guarantors"), in favor of and for the benefit of the
lenders (collectively, the "Lenders") party to that certain Amended and Restated
Five-Year Credit Agreement (as the same may be further amended, amended and
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") dated as of December 9, 2003, and amended and restated as of
February 15, 2006, among TIME WARNER CABLE INC., a Delaware corporation (the
"Borrower"), BANK OF AMERICA, N.A., as Administrative Agent (the "Agent"), and
the Lenders party thereto (the Agent and the Lenders each, a "Guaranteed Party"
and collectively, the "Guaranteed Parties"). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Credit
Agreement.

                                    RECITALS:

          1. Pursuant to the Credit Agreement, the Lenders have severally agreed
to make Loans to the Borrower upon the terms and conditions set forth therein.

          2. It is a condition precedent to the making of the Loans to the
Borrower under the Credit Agreement that Time Warner Entertainment Company, L.P.
("TWE") guarantee the Obligations of the Borrower pursuant to the Primary
Guarantee.

          3. The Obligations of the Borrower are being incurred for and will
inure to the benefit of such Guarantor.

          4. Each Guarantor desires to guarantee its Guaranteed Percentage of
TWE's obligations under the Primary Guarantee.

          5. The Lenders have required that this Guarantee be executed and
delivered by the Guarantors at or prior to the Closing Date under the Credit
Agreement.

                                   AGREEMENT:

          In consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, each
Guarantor hereby agrees as follows:

          1. Guarantee. Such Guarantor hereby unconditionally and irrevocably
guarantees the due and punctual payment and performance of its Guaranteed
Percentage of all obligations of TWE under the Primary Guarantee when any of the
same shall become due and payable, whether at stated maturity, by required
payment, declaration, demand or otherwise (including amounts which would be paid
but for the operation of the automatic stay under

<PAGE>

Section 362(a) of the Bankruptcy Code or any other provision of bankruptcy law)
and agrees to pay any and all reasonable costs and expenses (including
reasonable fees and disbursements of counsel) incurred by any Guaranteed Party
in enforcing any rights under this Guarantee together with any accrued but
unpaid interest on such obligations (including, without limitation, interest
which, but for the filing of a petition of bankruptcy with respect to TWE, would
have accrued on such obligations) (the "Guaranteed Obligations").

          The standard provisions contained in Attachment A hereto are
incorporated herein and made a part hereof as if set forth herein in full.


                                       2

<PAGE>

          IN WITNESS WHEREOF, each of the undersigned Guarantors has caused this
Guarantee to be duly executed as of the day and year first above written.

                                        AMERICAN TELEVISION AND COMMUNICATIONS
                                        CORPORATION


                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                        WARNER COMMUNICATIONS INC.


                                        By:
                                              ----------------------------------
                                              Name:
                                              Title:


                             Supplemental Guarantee
                             Time Warner Cable Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                                                    Attachment A

                                 GUARANTEE TERMS

          Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Guarantee to which these terms are attached (the
"Guarantee"). Each Guarantor under the Guarantee agrees as follows:

          1. No Release. Such Guarantor agrees that the Guaranteed Obligations
may be extended or renewed, in whole or in part, without notice or further
assent from it, and that such Guarantor will remain bound by the Guarantee
notwithstanding any extension, renewal or other alteration of any Guaranteed
Obligation.

          2. Obligations Absolute. Such Guarantor waives presentation of, demand
of, notice of dishonor and protest of any Guaranteed Obligation and also waives
notice of protest for nonpayment. The obligations of such Guarantor under the
Guarantee shall not be affected by any of the following (and the Guarantor
expressly waives any and all defenses arising out of, or based on, any of the
following):

               (a) change in the manner, place or terms of payment (including
     the currency thereof) of, and/or change or extension of the time of payment
     of, renewal or alteration of, any of the Guaranteed Obligations, any
     security or guarantee therefor, or any liability incurred directly or
     indirectly in respect thereof, and the guarantee under the Guarantee shall
     apply to the Guaranteed Obligations as so changed, extended, renewed or
     altered;

               (b) sale, exchange, release, surrender, realization upon or other
     alteration in any manner and in any order of any property by whomsoever at
     any time pledged or mortgaged to secure, or howsoever securing, the
     Guaranteed Obligations or any liabilities (including any of those
     hereunder) incurred directly or indirectly in respect thereof or the
     Guarantee;

               (c) settlement or compromise of any of the Guaranteed
     Obligations, any security or guarantee therefor or any liability (including
     any of those under the Guarantee) incurred directly or indirectly in
     respect thereof or the Guarantee, and subordination of the payment of all
     or any part thereof to the payment of any liability (whether due or not) of
     any Person whose Obligations are guaranteed under the Guarantee (each such
     Person, a "Beneficiary");

               (d) actions or failures to act in any manner referred to in the
     Guarantee that may deprive such Guarantor of its right to subrogation
     against any Beneficiary to recover fully indemnity for any payments made
     pursuant to the Guarantee;

               (e) failure of any Guaranteed Party to assert any claim or demand
     or to enforce any right or remedy against any Beneficiary or any guarantor
     or any successor thereto under the provisions of any Credit Document or any
     other agreement or otherwise; or

<PAGE>

                                                                               2


               (f) rescission, waiver, extension, renewal, amendment or
     modification of any of the terms or provisions of any Credit Document or
     any instrument or agreement executed pursuant thereto.

          3. Guarantee of Payment and Performance. The Guarantee constitutes a
guarantee of payment and performance when due and not of collection and such
Guarantor waives any right to require that any resort be had by any Guaranteed
Party to any balance of any deposit account or credit on the books of any
Guaranteed Party in favor of any Beneficiary or any other Person.

          4. Unenforceability of Obligations. The obligations of such Guarantor
under the Guarantee shall not be subject to any reduction, limitation,
impairment, or termination for any reason (other than by payment in full of the
Guaranteed Obligations) and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of any of the Guaranteed Obligations, discharge
of any Beneficiary from any of the Guaranteed Obligations in a bankruptcy or
similar proceeding or otherwise (except by payment in full of the Guaranteed
Obligations, subject to the terms of Section 6 below and the next sentence).
Such Guarantor further agrees that the Guarantee shall continue to be effective
or be reinstated, as the case may be, if at any time payment, or any part
thereof, of principal of, interest on or any other amount with respect to any
Guaranteed Obligation is rescinded or must otherwise be restored by any
Guaranteed Party or any other Person upon the bankruptcy or reorganization of
any Beneficiary, any other Person or otherwise.

          5. Set-Off. In addition to any rights now or hereafter granted under
applicable law (including, without limitation, Section 151 of the New York
Debtor and Creditor Law) and not by way of limitation of any such rights, upon
the occurrence of any Event of Default, each Guaranteed Party is hereby
authorized at any time or from time to time, without notice to such Guarantor or
to any other Person, any such notice being expressly waived, to the extent
permitted by applicable law, to set-off and to appropriate and apply any and all
deposits (general or special) and any other indebtedness at any time held or
owing by such Guaranteed Party to or for the credit or the account of such
Guarantor, against and on account of the obligations and liabilities of such
Guarantor to such Guaranteed Party under the Guarantee, irrespective of whether
or not such Guaranteed Party shall have made any demand under the Guarantee and
although said obligations, liabilities, deposits or claims, or any of them,
shall be contingent or unmatured.

          6. Reinstatement. If claim is ever made upon any Guaranteed Party for
repayment or recovery of any amount or amounts received in payment or on account
of any of the Guaranteed Obligations and any of the Guaranteed Parties repays
all or part of said amount by reason of (a) any judgment, decree or order of any
court or administrative body having jurisdiction over such Guaranteed Party or
any of its property or (b) any settlement or compromise of any such claim
effected by such Guaranteed Party with any such claimant (including any
Beneficiary), then and in such event such Guarantor agrees that any such
judgment, decree, order, settlement or compromise shall be binding upon it,
notwithstanding any revocation of the Guarantee or the cancellation of any
Credit Document or other instrument evidencing any liability of any Beneficiary,
and such Guarantor shall be and remain liable to such Guaranteed Party hereunder
for the amount so repaid or recovered to the same extent as if such amount had
never originally been received by any such Guaranteed Party.

<PAGE>

                                                                               3


          7. No Subrogation. Notwithstanding any payment or payments made by
such Guarantor under the Guarantee or any set-off or application of funds of
such Guarantor by any Guaranteed Party, such Guarantor shall not be entitled to
be subrogated to any of the rights of any Guaranteed Party against any
Beneficiary or guarantee or right of offset held by any Guaranteed Party of the
payment of the Guaranteed Obligations, nor shall such Guarantor seek to be
entitled to seek any contribution or reimbursement from any Beneficiary in
respect of payments made by such Guarantor under the Guarantee, until all
amounts owing to the Guaranteed Parties by any Beneficiary on account of the
Guaranteed Obligations are paid in full. If any amount shall be paid to such
Guarantor on account of such subrogation rights at any time when all of the
Guaranteed Obligations have not been paid in full, such amount shall be held by
such Guarantor in trust for the Guaranteed Parties, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Guaranteed Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.

          8. Amendment and Waiver. No amendment, modification, termination or
waiver of any provision of the Guarantee, or consent to any departure by such
Guarantor herefrom, shall in any event be effective without the written
concurrence of the Required Lenders under the Credit Agreement or as otherwise
provided in the Credit Agreement including, without limitation, Section 9.02(b)
and Section 9.14 thereof. No waiver of any single breach or default under the
Guarantee shall be deemed a waiver of any other breach or default. All notices,
requests, demands or other communications to or upon such Guarantor or any
Guaranteed Party shall be in writing and shall be deemed to have been duly given
or made as provided in the Credit Agreement.

          9. Successors and Assigns. The Guarantee shall be binding upon such
Guarantor and its successors and assigns and shall inure to the benefit of the
respective successors and assigns of the Guaranteed Parties and, in the event of
any transfer or assignment of rights by any Guaranteed Party, the rights and
privileges herein conferred upon that Guaranteed Party shall automatically
extend to and be vested in such transferee or assignee, all subject to the terms
and conditions hereof; provided, however, that no Guarantor may assign, transfer
or delegate any of its rights or obligations under the Guarantee without the
prior written consent of the Administrative Agent.

          10. Governing Law. THE GUARANTEE SHALL BE DEEMED TO BE MADE UNDER,
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAW.

          11. Jurisdiction and Service. All judicial proceedings brought against
such Guarantor with respect to the Guarantee may be brought in any state or
federal court of competent jurisdiction in the State of New York and by
execution and delivery of the Guarantee, such Guarantor accepts for itself and
in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with the Guarantee. Such
Guarantor

<PAGE>

                                                                               4


designates and appoints the Borrower, at its address specified for notices in
the Credit Agreement and such other Persons as may hereafter be selected by such
Guarantor irrevocably agreeing in writing to so serve, as its agent to receive
on its behalf service of all process in any such proceedings in any such court,
such service being hereby acknowledged by such Guarantor to be effective and
binding service in every respect. A copy of any such process so served shall be
mailed by registered mail to such Guarantor at its address as set forth above
except that unless otherwise provided by applicable law, any failure to mail
such copy shall not affect the validity of service of process. If any agent
appointed by such Guarantor refuses to accept service, such Guarantor hereby
agrees that service upon it by mail shall constitute sufficient notice. Nothing
herein shall affect the right of any Guaranteed Party to bring proceedings
against such Guarantor in the courts of any other jurisdiction.

          12. Waiver of Jury Trial. SUCH GUARANTOR HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH ANY CREDIT DOCUMENT.

          13. Release. This Guarantee may only be released in accordance with
Section 9.02(b) of the Credit Agreement; provided, however, that if any of the
events specified in Section 9.14 of the Credit Agreement occur with respect to a
Guarantor then the Guarantee shall be automatically released with respect to
such Guarantor without any further action.