<PAGE>

                                                                   EXHIBIT 10.53

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

                                CREDIT AGREEMENT

                                   Dated as of

                                February 24, 2006

                                      among

                             TIME WARNER CABLE INC.,

                                   as Borrower

                            The Lenders Party Hereto,

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                            as Administrative Agent,

                    ABN AMRO BANK N.V. and BARCLAYS CAPITAL,
                            as Co-Syndication Agents,

                                       and

              DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

                          and The Bank of Nova Scotia,
                           as Co-Documentation Agents

                  $4,000,000,000 THREE-YEAR TERM LOAN FACILITY

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

               WACHOVIA CAPITAL MARKETS, LLC AND BARCLAYS CAPITAL
                  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....................................................   18
         SECTION 1.03. Terms Generally...........................................................................   18
         SECTION 1.04. Accounting Terms; GAAP....................................................................   18

ARTICLE II The Credits...........................................................................................   19

         SECTION 2.01. Commitments...............................................................................   19
         SECTION 2.02. Loans and Borrowings......................................................................   19
         SECTION 2.03. Procedures for Borrowing..................................................................   19
         SECTION 2.04. [Intentionally left blank]................................................................   20
         SECTION 2.05. [Intentionally left blank]................................................................   20
         SECTION 2.06. Funding of Borrowings.....................................................................   20
         SECTION 2.07. Interest Elections........................................................................   20
         SECTION 2.08. Termination and Reduction of Commitments..................................................   22
         SECTION 2.09. Repayment of Loans; Evidence of Debt......................................................   22
         SECTION 2.10. Prepayment of Loans.......................................................................   23
         SECTION 2.11. Fees......................................................................................   23
         SECTION 2.12. Interest..................................................................................   23
         SECTION 2.13. Alternate Rate of Interest................................................................   24
         SECTION 2.14. Increased Costs...........................................................................   24
         SECTION 2.15. Break Funding Payments....................................................................   26
         SECTION 2.16. Taxes.....................................................................................   26
         SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs................................   27
         SECTION 2.18. Mitigation Obligations; Replacement of Lenders............................................   29

ARTICLE III Representations and Warranties.......................................................................   29

         SECTION 3.01. Organization; Powers......................................................................   29
         SECTION 3.02. Authorization; Enforceability.............................................................   30
         SECTION 3.03. Governmental Approvals; No Conflicts......................................................   30
         SECTION 3.04. Financial Condition; No Material Adverse Change...........................................   30
         SECTION 3.05. Properties................................................................................   31
         SECTION 3.06. Litigation and Environmental Matters......................................................   31
         SECTION 3.07. Compliance with Laws and Agreements.......................................................   31
         SECTION 3.08. Government Regulation.....................................................................   32
         SECTION 3.09. Taxes.....................................................................................   32
         SECTION 3.10. ERISA.....................................................................................   32
         SECTION 3.11. Disclosure................................................................................   32

ARTICLE IV Conditions............................................................................................   32

         SECTION 4.01. Effective Date............................................................................   32
         SECTION 4.02. Acquisition Effective Date................................................................   33
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                                 <C>
ARTICLE V Affirmative Covenants..................................................................................   34

         SECTION 5.01. Financial Statements and Other Information................................................   34
         SECTION 5.02. Notices of Material Events................................................................   36
         SECTION 5.03. Existence; Conduct of Business............................................................   36
         SECTION 5.04. Payment of Obligations....................................................................   36
         SECTION 5.05. Maintenance of Properties; Insurance......................................................   37
         SECTION 5.06. Books and Records; Inspection Rights......................................................   37
         SECTION 5.07. Compliance with Laws......................................................................   37
         SECTION 5.08. Use of Proceeds...........................................................................   37
         SECTION 5.09. Fiscal Periods; Accounting................................................................   37

ARTICLE VI Negative Covenants....................................................................................   37

         SECTION 6.01. Consolidated Leverage Ratio...............................................................   38
         SECTION 6.02. Indebtedness..............................................................................   38
         SECTION 6.03. Liens.....................................................................................   38
         SECTION 6.04. Mergers, Etc..............................................................................   39
         SECTION 6.05. Investments...............................................................................   40
         SECTION 6.06. Restricted Payments.......................................................................   40
         SECTION 6.07. Transactions with Affiliates..............................................................   40
         SECTION 6.08. Unrestricted Subsidiaries.................................................................   40
         SECTION 6.09. Amendments to Purchase Agreement..........................................................   41

ARTICLE VII Events of Default....................................................................................   41


ARTICLE VIII The Agents..........................................................................................   43


ARTICLE IX Miscellaneous.........................................................................................   46

         SECTION 9.01. Notices...................................................................................   46
         SECTION 9.02. Waivers; Amendments.......................................................................   47
         SECTION 9.03. Expenses; Indemnity; Damage Waiver........................................................   47
         SECTION 9.04. Successors and Assigns....................................................................   48
         SECTION 9.05. Survival..................................................................................   51
         SECTION 9.06. Counterparts; Integration; Effectiveness..................................................   51
         SECTION 9.07. Severability..............................................................................   51
         SECTION 9.08. Right of Setoff...........................................................................   52
         SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process................................   52
         SECTION 9.10. WAIVER OF JURY TRIAL......................................................................   52
         SECTION 9.11. Headings..................................................................................   53
         SECTION 9.12. Confidentiality...........................................................................   53
         SECTION 9.13. Acknowledgements..........................................................................   53
         SECTION 9.14. Guarantees................................................................................   54
         SECTION 9.15. USA Patriot Act...........................................................................   54
</TABLE>

                                       ii
<PAGE>

                                      iii

<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

                                       iv
<PAGE>

                  THREE-YEAR CREDIT AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this "Agreement") dated as of February 24,
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"), ABN AMRO BANK N.V. and BARCLAYS CAPITAL, as
co-syndication agents (in such capacity, the "Co-Syndication Agents"), DRESDNER
BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and THE BANK OF NOVA SCOTIA, as
co-documentation agents (in such capacity, the "Co-Documentation Agents") and
WACHOVIA BANK, NATIONAL ASSOCIATION as administrative agent.

                              W I T N E S S E T H:

                  WHEREAS, the Borrower has requested the Lenders to make loans
to it in an aggregate amount of up to $4,000,000,000 as more particularly
described herein;

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

                  NOW THEREFORE, in consideration of the premises and mutual
covenants contained herein, the parties hereto agree 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.

                  "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

<PAGE>

                                                                               2

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 Wachovia Bank, National
Association, 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.

                  "Applicable Percentage" means, with respect to any Lender (a)
prior to the Acquisition Effective Date, the percentage of the sum total of the
Commitments which is represented by such Lender's Commitment or (b) on or after
the Acquisition Effective Date, the percentage of the aggregate unpaid principal
amount of the Loans at such time which is represented by the aggregate unpaid
principal amount of Loans held by such Lender at such time.

                  "Applicable Rate" means, for any day, with respect to the
Commitment Fee payable hereunder the applicable rate per annum set forth below
expressed in Basis Points under the caption "Commitment 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,

<PAGE>

                                                                               3

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>
                               EURODOLLAR
       RATINGS                    LOAN                COMMITMENT FEE
    S&P / MOODY'S                SPREAD                    RATE
<S>                            <C>                    <C>
     Category A                   20.0                      6.0
       A / A2

     Category B
       A- / A3                    30.0                      7.0

     Category C
     BBB+ / Baa1                  40.0                      8.0

     Category D                   50.0                     10.0
     BBB / Baa2

     Category E
     BBB- / Baa3                  70.0                     15.0

     Category F                   95.0                     20.0
Lower than BBB- /Baa3
</TABLE>

                  For purposes of determining the Applicable Rate (A) if either
Moody's or S&P shall not have in effect a relevant Rating (other than by reason
of the circumstances referred to in clause (C) of this definition), then the
Rating assigned by the other rating agency shall be used; (B) if the relevant
Ratings assigned by Moody's and S&P shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two Ratings unless one of
the two Ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next below
that of the higher of the two ratings; (C) if either rating agency shall cease
to assign a relevant Rating solely because 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,

<PAGE>

                                                                               4

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 Wachovia Capital Markets, LLC and Barclays
Capital.

                  "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.

                  "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 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.

                  "Borrowing Request" means the 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 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

<PAGE>

                                                                               5

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 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.

<PAGE>

                                                                               6

                  "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 to make a Loan hereunder, as such commitment may be
(a) reduced from time to time prior to the Acquisition Effective Date 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 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 Fee" has the meaning assigned to such term in
Section 2.11(c).

                  "Commitment Termination Date" means the earliest to occur of
(a) the date on which the termination of the Purchase Agreement is effective in
accordance with the terms thereof, (b) the date on which the Borrower shall
terminate all of the Commitments pursuant to Section 2.08(c) and (c) 5:00 pm,
New York time, on the Acquisition Effective Date.

                  "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

<PAGE>

                                                                               7

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
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.

<PAGE>

                                                                               8

                  "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.

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

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

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

                  "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 24, 2006.

                  "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.

<PAGE>
                                                                               9

                  "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 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 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

<PAGE>

                                                                              10

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).

                  "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.

                  "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

<PAGE>
                                                                              11

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
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.

                  "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

<PAGE>
                                                                              12

Distributions. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other contractual relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a 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 Acquisition Effective Date and thereafter shall
be the effective date of the most recent conversion or continuation of such
Borrowing.

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

                  "Lender Affiliate" means, (a) with respect to any Lender, (i)
an Affiliate of such Lender or (ii) any entity (whether a corporation,
partnership, trust or otherwise) that is engaged

<PAGE>
                                                                              13

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.

                  "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 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 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

<PAGE>
                                                                              14

(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), 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 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 third anniversary of the 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

<PAGE>

                                                                              15

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.

                  "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 Citibank, N.A., Deutsche Bank AG New
York Branch and Wachovia Bank, National Association and their respective
Affiliates.

<PAGE>

                                                                              16

                  "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, (a) prior to the Acquisition
Effective Date, Lenders having Commitments representing more than 50% of the sum
total of the Commitments at such time, or (b) on and after the Acquisition
Effective Date, Lenders holding more than 50% of the sum total of the aggregate
unpaid principal amount of the Loans.

                  "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,
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.

                  "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,

<PAGE>

                                                                              17

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.

                  "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.

                  "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.

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

<PAGE>

                                                                              18

                  "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.

                  "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.

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                                                                              19

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Loans to the Borrower in Dollars on
the Acquisition Effective Date in an amount not to exceed such Lender's
Commitment. The 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) The Borrowing of Loans
shall consist of 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 on the Acquisition Effective Date shall not relieve any other
Lender of its obligations hereunder.

                  (b) Subject to Section 2.13, the Loans shall be comprised of
ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith. 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 $10,000,000. 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 $10,000,000. 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. Procedures for Borrowing. To request the Lenders
to make the Loans on the anticipated Acquisition Effective Date, the Borrower
shall notify the Administrative Agent of such request by telephone in accordance
with Schedule 2.03(A). Such telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by the Borrower. 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;

<PAGE>

                                                                              20

                  (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 Borrowing is
specified, then the requested Borrowing shall be deemed an ABR Borrowing. If no
Interest Period is specified with respect to a requested Eurodollar Borrowing,
then the Borrower shall be deemed to have selected an Interest Period of one
month's duration. Promptly following receipt of such Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

                  SECTION 2.04. [Intentionally left blank]

                  SECTION 2.05. [Intentionally left blank]

                  SECTION 2.06.Funding of Borrowings. (a) Each Lender shall make
the Loan to be made by it hereunder on the Acquisition Effective Date 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. 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 Borrowing Request.

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the Acquisition Effective Date 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 Borrowing initially
shall be of the Type specified in the 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

<PAGE>

                                                                              21

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.

                  (b) To make an election pursuant to this Section, the Borrower
shall notify the Administrative Agent of such election by telephone by the time
set forth in Schedule 2.03(A) with respect to the Type of Borrowing to result
from such election. 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.

                  (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 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.

<PAGE>

                                                                              22

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

                  (b) The Borrower may at any time terminate, or from time to
time reduce, the Commitments; provided that each reduction of the Commitments
shall be in an amount that is an integral multiple of $100,000,000.

                  (c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) 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 to the Administrative Agent for
the account of each Lender the then unpaid principal amount of the Loans on the
Maturity Date.

                  (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 and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from 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>

                                                                              23

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. Amounts prepaid on account of the Loans may not be reborrowed.

                  (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, a notice of
prepayment 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. Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof. Each partial prepayment
of any Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02. Each
prepayment of a 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 its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the Administrative
Agent.

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

                  (c) The Borrower agrees to pay to the Administrative Agent for
the account of each Lender a commitment fee (a "Commitment Fee") which shall
accrue at the Applicable Rate on the average daily amount of the Commitment of
such Lender during the period from and including the Effective Date to but
excluding the Commitment Termination Date. Accrued Commitment Fees shall be
payable in arrears on the last day of March, June, September and December of
each year commencing on the first such date to occur after the date hereof. All
Commitment 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).

                  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) 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

<PAGE>

                                                                              24

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.

                  (d) 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 (c) 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 Loan), 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
Maturity Date.

                  (e) 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 Borrowing to, or
continuation of any 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 the 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:

<PAGE>

                                                                              25

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

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

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

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

                  (c) A certificate of a Lender setting forth in reasonable
detail the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to the 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.

                  (d) Failure or delay on the part of any Lender to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to compensate a Lender pursuant to this Section for any increased
costs or reductions unless a Lender gives notice to the Borrower that it is
obligated to pay an amount under this Section within six months after the later
of (i) the date the Lender incurs such increased costs, reduction in amounts
received or receivable or reduction in return on capital or (ii) the date such
Lender has actual knowledge of its incurrence of such increased cost, reduction
in amounts received or receivable or reduction in return on capital; provided
further that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the six-month period referred to above shall be
extended to include the period of retroactive effect thereof.

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

<PAGE>

                                                                              26

                  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 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 or Lender
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) 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 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 amounts have been included in any amount paid
pursuant to the proviso to Section 2.16(a)) paid by the Administrative Agent or
such Lender, as the case may be, and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender, or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

<PAGE>

                                                                              27

                  (c) If a Lender or the Administrative Agent receives a refund
in respect of any Indemnified Taxes or Other Taxes as to which it has been
indemnified by 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 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, 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 in the event such Lender or the Administrative Agent 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.

                  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 or fees, 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 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

<PAGE>

                                                                              28

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,
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, then due from the Borrower hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such
parties.

                  (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its 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 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 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 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
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 2.06(b) or 2.17(d), then the Administrative
Agent may, in its discretion

<PAGE>

                                                                              29

(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, which
consent shall not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding 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 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

<PAGE>

                                                                              30

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, 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 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 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

<PAGE>

                                                                              31

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.

                  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.

<PAGE>

                                                                              32

                  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 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 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
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. Effective Date. The effectiveness of this
Agreement 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

<PAGE>

                                                                              33

            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 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
            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
            4.02.

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

                  (e) 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 Effective Date specifying its
objection thereto.

                  SECTION 4.02. Acquisition Effective Date. The availability of
the Loans 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 and the obligation of each Lender to make the Loans is
subject to 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 Effective Date) shall be true and
correct in all material respects on and as of such date.

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

<PAGE>
                                                                              34

                  Each Borrowing 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 the principal of and interest on each Loan, all fees
payable hereunder and all other Obligations shall have been paid in full, 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

<PAGE>

                                                                              35

            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;

                  (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 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

<PAGE>

                                                                              36

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 Borrower shall be deemed to have authorized the
Administrative Agent 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

<PAGE>

                                                                              37

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 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 the principal of and interest on each Loan, all fees
payable hereunder and all other Obligations have been paid in full, the Borrower
covenants and agrees (for itself and the Restricted Subsidiaries) with the
Lenders that:

<PAGE>

                                                                              38

                  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>

                                                                              39

            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>

                                                                              40

taken as a whole, immediately prior to the 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>

                                                                              41

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

<PAGE>

                                                                              42

                  (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 period of 60
            consecutive days during which execution shall not be effectively
            stayed, vacated or bonded pending appeal;

<PAGE>

                                                                              43

                  (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, 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, 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.

                                  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

<PAGE>

                                                                              44

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 or a Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Credit Document, (ii) the
contents of any certificate, report or other document delivered under any Credit
Document or in connection therewith, (iii) the performance or observance of any
of the covenants, agreements or other terms or conditions set forth in the
Credit 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.

                  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 that
by its terms must be fulfilled to the satisfaction of a Lender, the
Administrative Agent may presume that such condition is satisfactory to such
Lender unless the Administrative Agent shall have received notice to the
contrary from such Lender prior to the making of such Loan. 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

<PAGE>

                                                                              45

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

                  The Lenders agree to indemnify each Agent in its capacity as
such (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to their Applicable
Percentage on the date on which indemnification is sought under this Article
VIII (or, if indemnification is sought after the date upon which the Loans shall
have been paid in full, ratably in accordance with their Applicable Percentage
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

<PAGE>

                                                                              46

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.

                                   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, to Wachovia Bank,
                  National Association, 201 South College Street, CP-9 NC 0680,
                  Charlotte, NC 28288-0680, Attention of Agency Services
                  (Telephone No. (704) 374 2698) (Facsimile No. (704) 715-1795);
                  and

                  (iii) 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 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 extent that such

<PAGE>

                                                                              47

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 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 or any Lender in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of
the Administrative Agent and the Lenders hereunder are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of this Agreement or consent to any departure by 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 shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agent or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the 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 without the
prior written consent of the Administrative Agent. 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.

                  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

<PAGE>

                                                                              48

the Administrative Agent in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Credit
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), and (ii) all out-of-pocket expenses incurred by the Agents or the
Lenders, including the reasonable fees, charges and disbursements of any counsel
for the Agents or the Lenders in connection with the enforcement or protection
of its rights in connection with any Credit Document, including its rights under
this Section, or in connection with the Loans made hereunder, including in
connection with any workout, restructuring or negotiations in respect thereof,
it being understood that the Agents and the Lenders shall use, and 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 and each Lender,
and each Related Party of any of the foregoing Persons (each such Person being
called an "Indemnitee") against, and hold each Indemnitee harmless from, any and
all losses, claims, damages, liabilities and related expenses, including the
reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection
with, or as a result of (i) the execution or delivery of any Credit Documents or
any agreement or instrument contemplated thereby, the performance by the parties
hereto of their respective obligations hereunder or the consummation of the
Transactions or any other transactions contemplated hereby, (ii) any Loan or the
use of, or the proposed use of, the proceeds therefrom, (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property owned
or operated by any Company, or any Environmental Liability related in any way to
any Company, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
resulted from the gross negligence or willful misconduct of such Indemnitee (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 under paragraph (a) or (b)
of this Section, each Lender severally agrees to pay to the Administrative Agent
such Lender's Applicable Percentage (determined as of the time that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent in its capacity as such.

                  (d) To the extent permitted by applicable law, 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) 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

<PAGE>

                                                                              49

and assigns permitted hereby, 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 and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b) Any Lender other than a Conduit Lender may assign to one
or more 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 and the Administrative
Agent must give its prior written consent to such assignment (which consent
shall not be unreasonably withheld or delayed), (ii) except in the case of an
assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining balance of the assigning Lender's Commitment or Loans, each
assignment shall not be less than an aggregate principal amount of $10,000,000,
(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, or Loans held
by, the assigning Lender after giving effect to such assignment shall not be
less than $10,000,000 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 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 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 Charlotte, NC a
copy of each Assignment and

<PAGE>

                                                                              50

Acceptance delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrower,
the Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.

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

                  (e) Any Lender other than a Conduit Lender may, without the
consent of the Borrower or the Administrative Agent, sell participations to one
or more banks or other entities (a "Participant") in all or a portion of such
Lender's rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the 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.

                  (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.

<PAGE>

                                                                              51

                  (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, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agent or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid and so long as the Commitments have not
expired or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.03 and
Article VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof.

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

                  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.

<PAGE>

                                                                              52

                  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
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

<PAGE>

                                                                              53

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 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

<PAGE>

                                                                              54

                  (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 Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       as Administrative Agent, a Reference Bank
                                       and a Lender

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

                                     ABN AMRO BANK N.V., as Co-Syndication
                                       Agent, a Reference Bank and Lender

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

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

                                     BARCLAYS CAPITAL, as Co-Syndication Agent,
                                       a Reference Bank and a Lender

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

                                     DRESDNER BANK AG NEW YORK AND GRAND CAYMAN
                                       BRANCHES, as Co-Documentation Agent and
                                       a Lender

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

                                     By: /s/ Brian Smith
                                         ---------------------------------------
                                         Name: Brian Smith
                                         Title: Managing Director

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>
                                     THE BANK OF NOVA SCOTIA, as
                                       Co-Documentation Agent and a Lender

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     BEAR STEARNS CORPORATE LENDING INC.

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     BNP-PARIBAS

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

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     HSBC BANK USA, N.A.

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan 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.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     CITIBANK, N.A.

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     DEUTSCHE BANK AG New York Branch

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

                                     By: /s/ David G. Dickinson, Jr.
                                         ---------------------------------------
                                         Name: David G. Dickinson, Jr.
                                         Title: Director

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     HARRIS NESBITT FINANCING, INC.

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan 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.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     Bank of America, N.A.
                                     (NAME OF LENDER)

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan 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.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     The Royal Bank of Scotland plc

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan 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.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     Lloyds TSB Bank, plc

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

                                     By: /s/ Andrew Roberts
                                         ---------------------------------------
                                         Name: Andrew Roberts
                                         Title: Vice President, Corporate
                                                Banking, USA

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     Sumitomo Mitsui Banking Corporation

                                     By: /s/ Yoshihiro Hyakutome
                                         ---------------------------------------
                                         Name: Yoshihiro Hyakutome
                                         Title: Joint General Manager

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     LEHMAN BROTHERS BANK, FSB

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     CALYON NEW YORK BRANCH

                                     By: /s/ Stephane Ducroizet
                                         ---------------------------------------
                                         Name: Stephane Ducroizet
                                         Title: Vice President

                                     CALYON NEW YORK BRANCH

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

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                     MIZUHO CORPORATE BANK, LTD

                                     By: /s/ Raymond Ventura
                                         ---------------------------------------
                                         Name: Raymond Ventura
                                         Title: Deputy General Manager

                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement
<PAGE>
                                                                   SCHEDULE 2.01

                         Address of Notices; Commitments

<TABLE>
<CAPTION>
Lender Name and Address                                Commitment
-----------------------                                ----------
<S>                                                    <C>
Wachovia Bank, N.A.                                    $242,000,000

301 South College Street, TW-15
NC 5562
Charlotte, NC 28288-5562
Attn:  John Brady
Telephone: 704-715-1795
Facsimile: 704-383-1625

Barclays Capital                                       $242,000,000

101 California Street, Suite 1800
San Francisco, CA 94111
Attn: Danielle Lacovone
Telephone: 415-765-4736
Facsimile: 415-765-4760

200 Park Avenue
New York, NY 10265
Telephone: 212-412-7683
Facsimile: 212-412-7511

The Bank of Nova Scotia                                $208,000,000

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

Dresdner A.G.: New York and Grand Cayman Branch        $208,000,000

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>
ABN-AMRO                                               $200,000,000

350 Park Avenue, 2nd Floor
New York, NY 10022
Attn: Nan Logan
Telephone: 212-251-3620
Facsimile: 212-251-3662

Bank of America, N.A.                                  $242,000,000

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

BNP Paribas                                            $242,000,000

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

Citibank, N.A.                                         $242,000,000

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

Deutsche Bank AG New York Branch                       $242,000,000

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

<PAGE>

<TABLE>
<S>                                                    <C>
The Royal Bank of Scotland plc                         $222,000,000

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

The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York       $210,000,000
Branch

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

Sumitomo Mitsui Banking Corporation                    $208,000,000

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

Calyon New York Branch                                 $208,000,000

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

Mizuho Corporate Bank, Ltd.                            $208,000,000

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

<PAGE>

<TABLE>
<S>                                                     <C>
HSBC Bank USA, N.A.                                    $ 50,000,000

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

Fortis Capital Corp.                                   $120,000,000

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

Bear Stearns Corporate Lending                         $120,000,000

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                       $120,000,000

1 New York Plaza, 42nd Floor
New York, NY 10004
Attn: Philip Green
Telephone: 212-357-7570
Facsimile: 212-346-2608

Lehman Brothers Bank, FSB                              $120,000,000

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

<PAGE>

<TABLE>
<S>                                                    <C>
Morgan Stanley Bank                                    $     120,000,000

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

3 Times Square
New York, NY 10036
Attn: Naghmeh Hashemifard
Telephone: 212-605-1438
Facsimile: 212-605-1648

Lloyds TSB Bank plc                                    $     106,000,000

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

TOTAL                                                  $4,000,000,000.00
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

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

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

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

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

Bank:              Wachovia Bank, National Association

Address:           201 South College Street, CP-9 NC 0680
                   Charlotte, NC 28288-0680

ABA:               059000219
Account Name:      Time Warner Cable
Account Number:    5000000133985

<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 Three-Year Credit Agreement (as
amended, supplemented or otherwise modified from time to time, the "Credit
Agreement") dated as of February 24, 2006, among TIME WARNER CABLE INC., a
Delaware corporation (the "Borrower"), the Lenders party thereto, ABN AMRO BANK
N.V. and BARCLAYS CAPITAL, as co-syndication agents, DRESDNER BANK AG, NEW YORK
AND GRAND CAYMAN BRANCHES AND THE BANK OF NOVA SCOTIA, as co-documentation
agents, and WACHOVIA BANK, NATIONAL ASSOCIATION, 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 principal amount of Loans set forth on
Schedule 1 hereto for the Commitments or principal amount of Loans 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 thereto; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its

<PAGE>

                                                                               2

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
           Three-Year Credit Agreement, dated as of February 24, 2006,
    among TIME WARNER CABLE INC., a Delaware corporation (the "Borrower") the
       Lenders party thereto, ABN AMRO BANK N.V. and BARCLAYS CAPITAL, as
co-syndication agents, DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and
THE BANK OF NOVA SCOTIA, as co-documentation agents, and WACHOVIA BANK, NATIONAL
  ASSOCIATION, as administrative agent (in such capacity, the "Administrative
                                     Agent")

Name of Assignor: _______________________

Name of Assignee: _______________________

Effective Date of Assignment: _________________

Amount of Commitments or Loans

           $_________________

[Name of Assignee]                                 [Name of Assignor]

By:______________________________                  By:__________________________
   Title:                                             Title:

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

WACHOVIA BANK, NATIONAL ASSOCIATION, as            [TIME WARNER CABLE INC.]
Administrative Agent

By:______________________________                  [By:_________________________
   Title:                                              Title:]

                            Assignment and Acceptance
                             Time Warner Cable Inc.
                      Three-Year Term Loan Credit Agreement

<PAGE>

                                                                       EXHIBIT B

                            FORM OF PRIMARY GUARANTEE

                  GUARANTEE, dated as of February 24, 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 WACHOVIA BANK,
NATIONAL ASSOCIATION, as administrative agent (in such capacity, the
"Administrative Agent") for the lenders (the "Lenders") parties to the
Three-Year Credit Agreement(as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") dated as of February 24, 2006, among TIME
WARNER CABLE INC., a Delaware corporation (the "Borrower"), the Lenders, ABN
AMRO BANK N.V. and BARCLAYS CAPITAL, as co-syndication agents (in such capacity,
the "Co-Syndication Agents"), DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES and THE BANK OF NOVA SCOTIA, as co-documentation agents (in such
capacity, the "Co-Documentation Agents") and the Administrative Agent.

                              W I T N E S S E T H:

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans 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 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 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 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 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
interest accruing at the then 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

<PAGE>

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 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) 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.

                  (d) 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.

                  (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 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.

                  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

<PAGE>

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. 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 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.

<PAGE>

                  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.

                  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 [______] or to
such other office as designated by the Administrative Agent.

<PAGE>

                  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 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.

                  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.

<PAGE>

                  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 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:

<PAGE>

                  (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.

                  (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

<PAGE>

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.

<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 Guarantee
                             Time Warner Cable Inc.
                      Three-Year Term Loan 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 24,
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 Three-Year
Credit Agreement (as the same may be amended, amended and restated, supplemented
or otherwise modified from time to time, the "Credit Agreement") dated as of
February 24, 2006, among TIME WARNER CABLE INC., a Delaware corporation (the
"Borrower"), WACHOVIA BANK, NATIONAL ASSOCIATION, 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.

                                R E C I T A L S :

                  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.

                               A G R E E M E N T :

                  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 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

<PAGE>

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.
                     Three-Year Term Loan 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>

                           (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.

                                       2
<PAGE>

                  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

                                       3
<PAGE>

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.

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