<PAGE>



                               AGREEMENT OF MERGER

                                       OF

                           TIME WARNER OPERATIONS INC.
                            (a Delaware corporation)

                                       AND

                           WARNER COMMUNICATIONS INC.
                            (a Delaware corporation)



     AGREEMENT OF MERGER approved on September 26, 1997 by Time Warner
Operations Inc., a business corporation of the State of Delaware, by resolution
adopted by its Board of Directors on said date, and approved on September 26,
1997 by Warner Communications Inc., a business corporation of the State of
Delaware, by resolution adopted by its Board of Directors on said date.

     WHEREAS Time Warner Operations Inc. is a business corporation of the State
of Delaware with its registered office therein located at 1209 Orange Street,
City of Wilmington, County of New Castle; and

     WHEREAS the total number of shares of stock which Time Warner Operations
Inc. has authority to issue is 20,000, all of which are of one class and of a
par value of $1.00 each; and

     WHEREAS Warner Communications Inc. is a business corporation of the State
of Delaware with its registered office therein located at 1209 Orange Street,
City of Wilmington, County of New Castle; and






<PAGE>


     WHEREAS the total number of shares of stock which Warner Communications
Inc. has authority to issue is 126,000, 1,000 common at a par value of $1.00
each and 125,000 preferred at a par value of $.01 each; and

     WHEREAS Time Warner Operations Inc. and Warner Communications Inc. and the
respective Boards of Directors thereof deem it advisable and to the advantage,
welfare and best interests of said corporations and their respective
stockholders to merge Time Warner Operations Inc. with and into Warner
Communications Inc. pursuant to the provisions of the General Corporation Law of
the State of Delaware upon the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and of the mutual
agreement of the parties hereto, being thereunto duly approved by a resolution
adopted by the Board of Directors of Time Warner Operations Inc. and duly
approved by a resolution adopted by the Board of Directors of Warner
Communications Inc., the Agreement of Merger and the terms and conditions
thereof and the mode of carrying the same into effect, together with any
provisions required or permitted to be set forth therein, are hereby determined
and agreed upon as hereinafter in this Agreement set forth.

     1. Time Warner Operations Inc. and Warner Communications Inc. shall,
pursuant to the provisions of the General Corporation Law of the State of
Delaware, be merged with and into a single corporation, to wit, Warner
Communications Inc., which shall be the surviving corporation from and after the
effective time of the


                                      -2-




<PAGE>


merger, and which is sometimes hereinafter referred to as the "surviving
corporation", and which shall continue to exist as said surviving corporation
under the name Warner Communications Inc. pursuant to the provisions of the
General Corporation Law of the State of Delaware.

     The separate existence of Time Warner Operations Inc., which is hereinafter
sometimes referred to as the "terminating corporation", shall cease at the said
effective time in accordance with the provisions of said General Corporation Law
of the State of Delaware.

     2. The Certificate of Incorporation of the surviving corporation, as now in
force and effect, shall continue to be the Certificate of Incorporation of said
surviving corporation, and said Certificate of Incorporation shall continue in
full force and effect until further amended in the manner prescribed by the
provisions of the General Corporation Law of the State of Delaware.

     3. The present by-laws of the surviving corporation will be the by-laws of
said surviving corporation and will continue in full force and effect until
changed, altered or amended as therein provided and in the manner prescribed by
the provisions of the General Corporation Law of the State of Delaware.

     4. The directors and officers in office of the surviving corporation at the
effective time of the merger shall be the members of the first Board of
Directors and the first officers of the surviving corporation, all of whom shall
hold their directorships and offices until the election and qualification of


                                      -3-




<PAGE>


their respective successors or until their tenure is otherwise terminated in
accordance with the by-laws of the surviving corporation.


     5. Each issued share of the terminating corporation shall, at the effective
time of the merger, be cancelled. The issued shares of the surviving corporation
shall not be cancelled, converted or exchanged in any manner, but each said
share which is issued as of the effective time of the merger shall continue to
represent one issued share of the surviving corporation.

     6. In the event that this Agreement of Merger shall have been fully adopted
upon behalf of the terminating corporation and of the surviving corporation in
accordance with the provisions of the General Corporation Law of the State of
Delaware, the said corporations agree that they will cause to be executed and
filed and recorded any document or documents prescribed by the laws of the State
of Delaware, and that they will cause to be performed all necessary acts within
the State of Delaware and elsewhere to effectuate the merger herein provided
for.

     7. The Board of Directors and the proper officers of the terminating
corporation and of the surviving corporation are hereby authorized, empowered
and directed to do any and all acts and things, and to make, execute, deliver,
file, and record any and all instruments, papers and documents which shall be or
become necessary, proper or convenient to carry out or put into effect any of
the provisions of this Agreement of Merger or of the merger herein provided for.


                                      -4-





<PAGE>



     8. At any time prior to the consummation of the merger, this Agreement of
Merger may be terminated and the merger abandoned by the Board of Directors of
Time Warner Operations Inc.


     9. This Agreement may be amended at any time prior to the consummation of
the merger with the mutual consent of the Boards of Directors of Time Warner
Operations Inc. and Warner Communications Inc.; provided, however, this
Agreement of Merger may not be amended after it has been adopted by the
stockholders of either Time Warner Operations Inc. or Warner Communications Inc.
in any manner not permitted by applicable law.



                                      -5-





<PAGE>

          IN WITNESS WHEREOF, this Agreement of Merger is hereby
signed and attested upon behalf of the constituent corporations
parties thereto.


Dated:  September 26, 1997.

                                          TIME WARNER OPERATIONS INC.



                                          By: /s/ Spencer B. Hays
                                             ----------------------------
                                             Spencer B. Hays
                                             Vice President



Attest:


/s/ Marie N. White
-------------------------------
Marie N. White
Assistant Secretary



Dated: September 26, 1997.



                                   WARNER COMMUNICATIONS INC.



                                   By: /s/ Thomas W. McEnerney
                                      -------------------------------
                                      Thomas W. McEnerney
                                      Vice President



Attest:


/s/ Marie N. White
-----------------------------
Marie N. White
Assistant Secretary



                                      -6-





<PAGE>



                              CERTIFICATE OF MERGER

                                       OF

                           TIME WARNER OPERATIONS INC.

                                       AND

                           WARNER COMMUNICATIONS INC.


It is hereby certified that:

     1. The constituent business corporations participating in the merger herein
certified are:

         (i) Time Warner Operations Inc., which is incorporated under the laws
of the State of Delaware; and

         (ii) Warner Communications Inc., which is incorporated under the laws
of the State of Delaware.


     2. An Agreement of Merger, annexed hereto as Exhibit A, has been approved,
adopted, certified, executed, and acknowledged by each of the aforesaid
constituent corporations in accordance with the provisions of subsection (c) of
Section 251 of the General Corporation Law of the State of Delaware.

     3. The name of the surviving corporation in the merger herein certified is
Warner Communications Inc., which will continue its existence as said surviving
corporation upon the effective date of said merger pursuant to the provisions of
the General Corporation Law of the State of Delaware.






<PAGE>


     4. The Certificate of Incorporation of Warner Communications Inc. shall
continue to be the Certificate of Incorporation of said surviving corporation
until further amended and changed in accordance with the provisions of the
General Corporation Law of the State of Delaware.

     5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at the principal place of business of the aforesaid
surviving corporation, the address of which is a follows: 75 Rockefeller Plaza,
New York, NY 10019.

     6. A copy of the aforesaid Agreement of Merger will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholders of each of the aforesaid constituent corporations.


Dated: September 26, 1997.



                                     WARNER COMMUNICATIONS INC.


                                     By: /s/ SPENCER B. HAYS
                                         ------------------------------
                                         Spencer B. Hays
                                         Vice President



Attest:

/s/ MARIE N. WHITE
--------------------------------
Marie N. White
Assistant Secretary