<PAGE>


                                                                 Exhibit 10.1

                                                        EXECUTION CONFORMED COPY
================================================================================

                                CREDIT AGREEMENT
                                   dated as of
                                  April 6, 2001
                                      among
                              AOL TIME WARNER INC.,
                                   as Borrower
                            The Lenders Party Hereto,
                            THE CHASE MANHATTAN BANK,
                            as Administrative Agent,

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

                                       and

                               ABN AMRO BANK N.V.,
                             as Documentation Agent


                $5,000,000,000 364-DAY REVOLVING CREDIT FACILITY


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


                         BANC OF AMERICA SECURITIES LLC,
                   as Joint Lead Arranger and Joint Bookrunner

                                       and

                 JPMORGAN, A DIVISION OF CHASE SECURITIES INC.,
              as Advisor, Joint Lead Arranger and Joint Bookrunner









<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. Requests for Revolving Borrowings.............................................19
         SECTION 2.04. Swingline Loans...............................................................20
         SECTION 2.05. Funding of Borrowings.........................................................21
         SECTION 2.06. Interest Elections............................................................22
         SECTION 2.07. Termination and Reduction of Commitments......................................23
         SECTION 2.08. Repayment of Loans; Evidence of Debt..........................................24
         SECTION 2.09. Prepayment of Loans...........................................................24
         SECTION 2.10. Fees..........................................................................25
         SECTION 2.11. Interest......................................................................26
         SECTION 2.12. Alternate Rate of Interest....................................................27
         SECTION 2.13. Increased Costs...............................................................27
         SECTION 2.14. Break Funding Payments........................................................28
         SECTION 2.15. Taxes.........................................................................29
         SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Setoffs....................30
         SECTION 2.17. Mitigation Obligations; Replacement of Lenders................................31

ARTICLE III Representations and Warranties...........................................................32

         SECTION 3.01. Organization; Powers..........................................................32
         SECTION 3.02. Authorization; Enforceability.................................................32
         SECTION 3.03. Governmental Approvals; No Conflicts..........................................33
         SECTION 3.04. Financial Condition; No Material Adverse Change...............................33
         SECTION 3.05. Properties ...................................................................34
         SECTION 3.06. Litigation and Environmental Matters..........................................34
         SECTION 3.07. Compliance with Laws and Agreements...........................................34
         SECTION 3.08. Government Regulation.........................................................34
         SECTION 3.09. Taxes.........................................................................35
         SECTION 3.10. ERISA.........................................................................35
         SECTION 3.11. Disclosure....................................................................35
</TABLE>






<PAGE>

<TABLE>
<CAPTION>

                                                                                                     Page
                                                                                                     ----
<S>                                                                                                  <C>
ARTICLE IV Conditions................................................................................35

         SECTION 4.01. Effective Date................................................................35
         SECTION 4.02. Each Credit Event.............................................................36

ARTICLE V Affirmative Covenants......................................................................37

         SECTION 5.01. Financial Statements and Other Information....................................37
         SECTION 5.02. Notices of Material Events....................................................38
         SECTION 5.03. Existence; Conduct of Business................................................39
         SECTION 5.04. Payment of Obligations........................................................39
         SECTION 5.05. Maintenance of Properties; Insurance..........................................39
         SECTION 5.06. Books and Records; Inspection Rights..........................................39
         SECTION 5.07. Compliance with Laws..........................................................40
         SECTION 5.08. Use of Proceeds...............................................................40
         SECTION 5.09. Fiscal Periods; Accounting....................................................40

ARTICLE VI Negative Covenants........................................................................40

         SECTION 6.01. Financial Covenants...........................................................40
         SECTION 6.02. Indebtedness..................................................................41
         SECTION 6.03. Liens.........................................................................41
         SECTION 6.04. Mergers, Etc..................................................................43
         SECTION 6.05. Investments...................................................................43
         SECTION 6.07. Transactions with Affiliates..................................................43
         SECTION 6.08. Unrestricted Subsidiaries.....................................................44

ARTICLE VII Events of Default........................................................................44


ARTICLE VIII The Agents..............................................................................47


ARTICLE IX Miscellaneous.............................................................................49

         SECTION 9.01. Notices.......................................................................49
         SECTION 9.02. Waivers; Amendments...........................................................50
         SECTION 9.03. Expenses; Indemnity; Damage Waiver............................................50
         SECTION 9.04. Successors and Assigns........................................................51
         SECTION 9.05. Survival......................................................................54
         SECTION 9.06. Counterparts; Integration; Effectiveness......................................54
         SECTION 9.07. Severability..................................................................55
         SECTION 9.08. Right of Setoff...............................................................55
         SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process....................55
         SECTION 9.10. WAIVER OF JURY TRIAL..........................................................56
         SECTION 9.11. Headings......................................................................56
         SECTION 9.12. Confidentiality...............................................................56
         SECTION 9.13. Acknowledgements..............................................................57
</TABLE>








<PAGE>


SCHEDULES:

Schedule 2.01 -- Commitments

Schedule 6.08 - Unrestricted Subsidiaries



EXHIBITS:

Exhibit A -- Form of Assignment and Acceptance

Exhibit B -- Credit Agreement









<PAGE>

                                                                 Exhibit B
                                                         to the Credit Agreement

                  364-DAY CREDIT AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this "Agreement") dated as of April 6,
2001, among AOL TIME WARNER INC., a Delaware corporation (the "Borrower"), the
several banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), CITIBANK, N.A. and BANK OF AMERICA, N.A., as
co-syndication agents (in such capacity, the "Co-Syndication Agents"), ABN AMRO
BANK N.V., as documentation agent (in such capacity, the "Documentation Agent")
and THE CHASE MANHATTAN BANK, as administrative agent.

                  WHEREAS, the Borrower has requested the Lenders to make loans
to it in an aggregate amount of up to $5,000,000,000 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:

        1.
Definitions

         (a) Defined Terms. As used in this Agreement, the following terms have
the meanings specified below:

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

                  "Adjusted Financial Statements" means, for any period, (a) the
balance sheet of the Borrower and its Restricted Subsidiaries (treating
Unrestricted Subsidiaries as equity investments of the Borrower to the extent
that such Unrestricted Subsidiaries would not otherwise be treated as equity
investments of the Borrower in accordance with GAAP) as of the end of such
period and (b) the related statements of operations and stockholders equity for
such period and, if such period is not a fiscal year, for the then elapsed
portion of the fiscal year (treating Unrestricted Subsidiaries as equity
investments of the Borrower to the extent that such Unrestricted Subsidiaries
would not otherwise be treated as equity investments of the Borrower in
accordance with GAAP).

                  "Adjusted LIBO Rate" means, with respect to any Eurodollar
Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/100 of 1%) equal to (a) the LIBO Rate for such
Interest Period multiplied by (b) the Statutory Reserve Rate.

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

                  "Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.




<PAGE>

                                                                               7


                  "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 collective reference to the Co-Syndication
Agents, the Documentation Agent 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.

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

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

                  "Applicable Rate" means, for any day, with respect to any
Eurodollar Loan, the Facility Fee or the Utilization Fee payable hereunder, as
the case may be, the applicable rate per annum set forth below under the caption
"Eurodollar Spread", "Facility Fee Rate" or "Utilization Fee Rate", as the case
may be, based upon the corporate credit ratings (or an equivalent thereof,
including, in the case of Moody's, and until such time as Moody's may assign a
corporate credit rating to the Borrower, the senior unsecured long term debt
credit rating) (in each case, a "Rating") assigned by Moody's and S&P,
respectively, applicable on such date to the Borrower:

<TABLE>
<CAPTION>
===========================================================================================
            Ratings              Eurodollar        Facility Fee         Utilization Fee
         S&P / Moody's             Spread              Rate                   Rate
-------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                   <C>
          Category A                28.0                7.0                   5.0
          ----------
            A / A2
-------------------------------------------------------------------------------------------
          Category B                32.0                8.0                   5.0
          ----------
            A- / A3
-------------------------------------------------------------------------------------------
          Category C                36.0                9.0                   5.0
          ----------
          BBB+ / Baa1
-------------------------------------------------------------------------------------------
          Category D                50.0               12.5                  10.0
          ----------
          BBB / Baa2
-------------------------------------------------------------------------------------------
          Category E                62.5               17.5                  15.0
          ----------
          BBB- / Baa3
-------------------------------------------------------------------------------------------
          Category F                75.0               25.0                  20.0
          ----------
     Lower than BBB- /Baa3
===========================================================================================
</TABLE>


                  For purposes of the foregoing, (a) if either Moody's or S&P
shall not have in effect a Rating for the Borrower (other than by reason of the
circumstances referred to in clause




<PAGE>
                                                                               8


(c) of this definition), then the Rating assigned by the other rating agency
shall be used; (b) if the Ratings for the Borrower 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 Rating for
the Borrower solely because 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 before such rating agency's Rating for the Borrower
became unavailable; and (d) if the Ratings for the Borrower assigned by Moody's
and S&P shall be changed (other than as a result of a change in the rating
system of Moody's or S&P), such change shall be effective as of the date on
which it is first announced by the applicable rating agency. Each change in the
Applicable Rate shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date
of the next such change. If the rating system of Moody's or S&P shall change,
or if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or cessation.

                  "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 the form of Exhibit A or any other form approved by the Administrative Agent.

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

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

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

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

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

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall 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)




<PAGE>
                                                                               9


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

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

                  "Cash Equivalents" means (a) securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) that (i) have maturities of not more than
six months from the date of acquisition thereof or (ii) are subject to a
repurchase agreement with an institution described in clause (b)(i) or (ii)
below exercisable within six months from the date of acquisition thereof, (b)
U.S. Dollar-denominated and Eurodollar time deposits, certificates of deposit
and bankers' acceptances of (i) any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (ii) any bank
whose short-term commercial paper rating from S&P is at least A-2 or the
equivalent thereof or from Moody's is at least P-2 or the equivalent thereof
(any such bank, an "Approved Lender"), in each case with maturities of not more
than six months from the date of acquisition thereof, (c) commercial paper and
variable and fixed rate notes issued by any Lender or Approved Lender or by the
parent company of any Lender or Approved Lender and commercial paper and
variable rate notes issued by, or guaranteed by, any industrial or financial
company with a short-term commercial paper rating of at least A-2 or the
equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody's,
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 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, having a term of not more than 30
days, with respect to securities issued or fully guaranteed or insured by the
United States government or residential whole loan mortgages, and (i) demand
deposit accounts maintained in the ordinary course of business.





<PAGE>
                                                                              10



                  "Change in Control" means either (a) a Person or "group"
(within the meaning of Section 13(d) and 14(d) of the Exchange Act) acquiring or
having beneficial ownership (it being understood that a tender of shares or
other equity interests shall not be deemed acquired or giving beneficial
ownership until such shares or other equity interests shall have been accepted
for payment) of securities (or options to purchase securities) having a majority
or more of the ordinary voting power of 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 2.13(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.

                  "Chase" means The Chase Manhattan Bank.

                  "Class" when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Swingline Loans.

                  "Co-Syndication Agents" has the meaning assigned to such term
in the preamble hereto.

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

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Swingline Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender's Revolving Credit Exposure hereunder, as such
commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's Commitment
is set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable.

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

                  "Commitment Utilization Percentage" means on any day the
percentage equivalent to a fraction (a) the numerator of which is the sum of the
aggregate outstanding principal amount of the Loans (including Swingline Loans),
and (b) the denominator of which is the aggregate amount of the Commitments then
in effect (or, on any day after the termination of the Commitments, the
aggregate amount of the Commitments in effect immediately preceding such
termination).





<PAGE>
                                                                              11



                  "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 Administrative Agent and 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
2.13, 2.14, 2.15 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 for any Person,
the Consolidated Net Income of such Person for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income for such period, the sum of (a) income tax expense, (b)
interest expense, amortization or writeoff of debt discount and debt issuance
costs and commissions, discounts and other fees and charges associated with
Indebtedness (including the Loans), (c) depreciation and amortization expense
(excluding amortization of film inventory that does not constitute amortization
of purchase price amortization), (d) amortization of intangibles (including, but
not limited to, goodwill) and organization costs (excluding amortization of film
inventory that does not constitute amortization of purchase price amortization),
(e) any extraordinary, unusual or non-recurring non-cash expenses or losses
(including, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, non-cash losses on
sales of assets outside of the ordinary course of business), and (f) minority
interest expense in respect of preferred stock of Subsidiaries of such Person,
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 of four consecutive fiscal quarters for any Person, the ratio of (a)
Consolidated Total Debt of such Person on such day to (b) Consolidated EBITDA of
such Person (and its Restricted Subsidiaries only, in the case of the Borrower)
for such period, provided that the Consolidated Leverage Ratio for the Borrower
shall be calculated, with respect to quarters ended on or prior to December 31,
2000, on a pro forma basis consistent with the preparation of financial
statements delivered pursuant to Section 3.04(b).

                  "Consolidated Net Income" means, for any period for any
Person, the consolidated net income (or loss) of such Person and its
consolidated Subsidiaries, determined on a consolidated basis in accordance with
GAAP; provided that there shall be excluded, without



<PAGE>
                                                                              12


duplication (a) the income (or deficit) of any Person accrued prior to the date
it becomes a Subsidiary of such Person or is merged into or consolidated with
such Person or any of its Subsidiaries or that such other Person's assets are
acquired by such Person or any of its Subsidiaries, (b) the income (or deficit)
of any Person (other than (i) in the case of the Borrower, a Restricted
Subsidiary and (ii) in the case of any other Person, a Subsidiary of such
Person) in which such Person or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by
such Person (or (i) in the case of the Borrower, its Restricted Subsidiary and
(ii) in the case of any other Person, its Subsidiaries) in the form of dividends
or similar distributions and (c) the undistributed earnings of any Subsidiary
of such Person to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by
the terms of its charter or any agreement or instrument (other than any Credit
Document), judgment, decree, order, statute, rule, governmental regulation or
other requirement of law applicable to such Subsidiary; provided that the
income of any Subsidiary of such Person shall not be excluded by reason of
this clause (c) so long as such Subsidiary guarantees the Obligations of such
Person.

                  "Consolidated Net Worth" 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 stockholders' equity at such date;
provided that such amounts shall be calculated in accordance with Section 1.04.

                  "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, (a) with respect
to the Borrower, the aggregate principal amount of Indebtedness of the Borrower
and its Restricted Subsidiaries minus (i) 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, (ii) the aggregate amount of any Stock Option
Loans, (iii) the aggregate principal amount of Film Financings and (iv) the
aggregate amount of cash and Cash Equivalents held by the Borrower or any of its
Restricted Subsidiaries in excess of $200,000,000 and (b) for purposes of
Section 6.02(b) (until such time as TWE becomes a Guarantor, at which time this
clause (b) shall cease to apply), the aggregate principal amount of Indebtedness
of TWE and its Subsidiaries minus (i) 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 TWE or the proceeds of options in respect of
such equity securities, (ii) the aggregate principal amount of Film Financings,
and (iii) the aggregate amount of cash and Cash Equivalents held by TWE or any
of its Subsidiaries, 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>
                                                                              13



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

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

                  "Credit Parties" means the Borrower and the Guarantors; 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.

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

                  "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).

                  "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 Subsidiary
directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage,
treatment or disposal of any Hazardous Materials, (c) 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.





<PAGE>
                                                                              14



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

                  "ERISA Affiliate" means 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 any Credit Party or any of its
ERISA Affiliates of any unfunded liability under Title IV of ERISA with respect
to the termination of any Plan; (e) the receipt by any Credit Party or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by any Credit Party or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; (g) the receipt by any Credit Party or any ERISA
Affiliate of any notice concerning the imposition on such entity of Withdrawal
Liability or a determination that a Multiemployer Plan with respect to which
such entity is obligated to contribute or is otherwise liable is, or is expected
to be, insolvent or in reorganization, within the meaning of Title IV of ERISA;
or (h) the occurrence, with respect to a Plan or a Multiemployer Plan, of a
nonexempt "prohibited transaction" (within the meaning of Section 4975 of the
Code or Section 406 of ERISA) which could reasonably be expected to result in
liability to a Credit Party.

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

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

                  "Excess Utilization Day" means each day on which the
Commitment Utilization Percentage exceeds 50%.

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

                  "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 the Borrower 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 and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section





<PAGE>
                                                                              15


2.17(b)), any withholding tax (i) that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or designates a new lending office or (ii) is attributable to such Foreign
Lender's failure or inability to comply with Section 2.15(f), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of such designation of a new lending office or assignment, to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.15(a).

                  "Facility Fee" has the meaning assigned to such term in
Section 2.10(a).

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the 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 1/100 of 1%) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

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

                  "Financial Officer" means the chief financial officer,
principal accounting officer, treasurer or controller of the Borrower.

                   "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.




<PAGE>
                                                                              16


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

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

                  "Guarantees" means, collectively, the Guarantees to be
executed and delivered by each of the Guarantors, substantially in the form of
Exhibit B.

                  "Guarantors" means (a) America Online, (b) Time Warner, (c)
TBS, (d) Time Warner Companies, Inc., a Delaware corporation, (e) TWI Cable
Inc., a Delaware corporation, and (f) any other Person that becomes a party to
the Guarantee after the Effective Date.

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

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



<PAGE>
                                                                              17


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

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Interest Election Request" means a request by the Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.06.

                  "Interest Payment Date" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each March, June, September and
December, (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, and
(c) with respect to any Swingline Loan, the day that such Loan is required to be
repaid.

                  "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)
thereafter, as the Borrower may elect and (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, in the case of a Eurodollar
Borrowing only, 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 a Eurodollar
Borrowing that commences on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the last calendar
month of such Interest Period) shall end on the last Business Day of the last
calendar month of such Interest Period. For purposes hereof, the date of a
Borrowing initially shall be the date on which such Borrowing is made and, in
the case of a Revolving Borrowing, thereafter shall be the effective date of the
most recent conversion or continuation of such Borrowing.






<PAGE>
                                                                              18



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

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

                  "Lenders" means the Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                   "LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to 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 at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered to the London branches of the Reference Banks 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.

                  "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




<PAGE>
                                                                              19


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 Subsidiaries taken as a whole, (b) the
ability of any Credit Party to perform any of its material obligations to the
Lenders under any Credit Document to which it is or will be a party or (c) the
rights of or benefits available to the Lenders under any Credit Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans), of any one or more of the Borrower and its Restricted Subsidiaries or
any Material Subsidiary of the Borrower in an aggregate principal amount
exceeding $100,000,000.

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

2.   as of the last day of such Person's most recently ended fiscal quarter for
     which financial statements have been filed with the SEC the investments of
     such Person and its Subsidiaries in, or their proportionate share (based on
     their equity interests) of the book value of the total assets (after
     intercompany eliminations) of, the Subsidiary in question exceeds 10% of
     the book value of the total assets of such Person and its consolidated
     Subsidiaries;
3.   for the full four consecutive quarter period ended on the last day of such
     Person's most recently ended fiscal quarter for which financial statements
     have been filed with the SEC, the equity of such Person and its
     Subsidiaries in the revenues from continuing operations of the Subsidiary
     in question exceeds 10% of the revenues from continuing operations of such
     Person and its consolidated Subsidiaries; or
4.   for the full four consecutive quarter period ended on the last day of such
     Person's most recently ended fiscal quarter for which financial statements
     have been filed with the SEC, the equity of such Person and its
     Subsidiaries in the Consolidated EBITDA of the Subsidiary in question
     exceeds 10% of the Consolidated EBITDA of such Person.

                  "Maturity Date" means the Commitment Termination Date, or if
the Borrower has delivered a Term Out Notice, the second anniversary of the
Commitment Termination 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.

                  "Obligations" has the meaning assigned to such term in the
Guarantees.



<PAGE>
                                                                              20



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

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

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

                  "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.

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

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

                  "Reference Banks" means Chase, Bank of America, N.A. and
Citibank, N.A.

                  "Register" has the meaning set forth in Section 9.04.

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

                  "Required Lenders" means, at any time, Lenders having
Revolving Credit Exposures and unused Commitments representing more than 50% of
the sum of the total Revolving Credit Exposures and unused Commitments at such
time.

                  "Responsible Officer" of the Borrower 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 any dividend or other distribution
(whether in cash, securities or other property) with respect to any shares of
any class of capital stock of the



<PAGE>
                                                                              21


Borrower, 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 of the Borrower or any option, warrant or other
right to acquire any such shares of capital stock of the Borrower.

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

                  "Revolving Borrowing" means a Borrowing of Revolving Loans.

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

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

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

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

                  "Statutory Reserve Rate" means a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum reserve percentage
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentage shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

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

                  "Subsidiary" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the equity



<PAGE>
                                                                              22


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.

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

                  "Swingline Lender" means Chase, in its capacity as lender of
Swingline Loans hereunder.

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

                  "Tax Distribution" means, with respect to any period,
distributions made to any Person by a Subsidiary of such Person on or with
respect to income and other taxes, which distributions are not in excess of the
tax liabilities that would have been payable by such Subsidiary on a standalone
basis, and which are calculated in accordance with, and made no earlier than as
required by, the terms of the applicable organizational document which requires
such distribution.

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

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

                  "Term Out Notice" has the meaning assigned to such term in
Section 2.08(e).

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

                  "Transactions" means the execution, delivery and performance
by the Borrower of this Agreement, the borrowing of Loans and the use of the
proceeds thereof.

                  "TWE" means Time Warner Entertainment Company, L.P., a
Delaware limited partnership.

                  "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.

                  "Unrestricted Subsidiary" has the meaning assigned to such
term in Section 6.08.

                  "Utilization Fee" has the meaning assigned to such term in
Section 2.10(b).





<PAGE>
                                                                              23


                  "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.

         (b) Classification of Loans and Borrowings.

                  For purposes of this Agreement, Loans may be classified and
referred to by Class (e.g., a "Revolving Loan") or by Type (e.g., a "Eurodollar
Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan"). Borrowings
also may be classified and referred to by Class (e.g., a "Revolving Borrowing")
or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type (e.g., a
"Eurodollar Revolving Borrowing").

         (c) Terms Generally.

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

         (d) 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, (a) 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 and (b) Consolidated Net Worth and Consolidated Total Assets
shall be calculated at all times in accordance with GAAP as in effect on the
Effective Date solely as it relates to the impairment of goodwill and
intangibles.


       2.
The Credits

         (a) Commitments. Subject to the terms and conditions set forth herein,
each Lender agrees to make Revolving Loans to the Borrower from time to time
during the Availability


<PAGE>
                                                                              24


Period in an aggregate principal amount that will not result in (a) such
Lender's Revolving Credit Exposure exceeding such Lender's Commitment or (b)
the sum of the total Revolving Credit Exposures exceeding the total Commitments.
Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

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

Option 1. Subject to Section 2.12, each Revolving Borrowing shall be comprised
entirely of ABR Loans or Eurodollar Loans as the Borrower may request in
accordance herewith. Each Swingline Loan shall be an ABR Loan. Each Lender at
its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan; provided that any exercise
of such option shall not affect the obligation of the Borrower to repay such
Loan in accordance with the terms of this Agreement.

Option 2. At the commencement of each Interest Period for any Eurodollar
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000. At the time that
each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $20,000,000;
provided that an ABR Revolving Borrowing may be in an aggregate amount that is
equal to the entire unused balance of the total Commitments. Each Swingline Loan
shall be in an amount that is an integral multiple of $1,000,000 and not less
than $5,000,000. Borrowings of more than one Type and Class may be outstanding
at the same time; provided that there shall not at any time be more than a total
of 20 Eurodollar Revolving Borrowings outstanding.

Option 3. Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

         (c) Requests for Revolving Borrowings. To request a Revolving
Borrowing, the Borrower shall notify the Administrative Agent of such request
by telephone (a) in the case of a Eurodollar Borrowing, not later than 12:00
noon, New York City time, three Business Days before the date of the proposed
Borrowing and (b) in the case of an ABR Borrowing, not later than 10:00 a.m.,
New York City time, on the day of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Borrowing Request
in a form approved by the Administrative Agent and signed by the Borrower.
Each such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

                      (A) the aggregate amount of the requested Borrowing;






<PAGE>

                                                                              25

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

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

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

                      (E) the location and number of the Borrower's account to
             which funds are to be disbursed, which shall comply with the
             requirements of Section 2.05.

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

         (d) Swingline Loans. (b) Subject to the terms and conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower
from time to time during the Availability Period, in an aggregate principal
amount at any time outstanding that will not result in (i) the aggregate
principal amount of outstanding Swingline Loans exceeding $75,000,000 or
(ii) the sum of the total Revolving Credit Exposures exceeding the total
Commitments; provided that the Swingline Lender shall not be required to make
a Swingline Loan to refinance an outstanding Swingline Loan. Within the
foregoing limits and subject to the terms and conditions set forth herein,
the Borrower may borrow, prepay and reborrow Swingline Loans.

Option 1. To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 2:00 p.m., New York City time, on the day of a proposed Swingline
Loan. Each such notice shall be irrevocable and shall specify the requested date
(which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such
notice received from the Borrower. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with the Swingline Lender by 3:00 p.m., New York
City time, on the requested date of such Swingline Loan.

Option 2. The Swingline Lender may by written notice given to the Administrative
Agent not later than 12:00 noon, New York City time, on any Business Day require
the Lenders to acquire participations on such Business Day in all or a portion
of the Swingline Loans outstanding. Such notice shall specify the aggregate
amount of Swingline Loans in which Lenders will participate. Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to
each Lender, specifying in such notice such Lender's Applicable Percentage of
such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender's Applicable
Percentage of such Swingline Loan or Loans. Each Lender





<PAGE>
                                                                             26

acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments,
and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever. Each Lender shall comply with its
obligation under this paragraph by wire transfer of immediately available
funds, in the same manner as provided in Section 2.05 with respect to Loans
made by such Lender (and Section 2.05 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Lenders that
shall have made their payments pursuant to this paragraph and to the Swingline
Lender, as their interests may appear. The purchase of participations in a
Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any
default in the payment thereof. Notwithstanding the foregoing, a Lender shall
not have any obligation to acquire a participation in a Swingline Loan pursuant
to this paragraph if an Event of Default shall have occurred and be continuing
at the time such Swingline Loan was made and such Lender shall have notified the
Swingline Lender in writing, at least one Business Day prior to the time such
Swingline Loan was made, that such Event of Default has occurred and that such
Lender will not acquire participations in Swingline Loans made while such Event
of Default is continuing.

         (e) Funding of Borrowings. (c) Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose
by notice to the Lenders; provided that Swingline Loans shall be made as
provided in Section 2.04. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in
like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City and designated by the Borrower in the applicable
Borrowing Request.

Option 1. Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with paragraph (a) of this Section
and may, in reliance upon such assumption, make available to the 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
applicable Lender and the Borrower 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 Federal Funds Effective Rate or (ii) in the
case of the Borrower,




<PAGE>
                                                                             27

the interest rate applicable to ABR Loans. If such Lender pays such amount to
the Administrative Agent, then such amount shall constitute such Lender's
Loan included in such Borrowing.

         (f) Interest Elections. (d) Each Revolving Borrowing initially shall
be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Revolving Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurodollar Revolving Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding the
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. This Section shall not apply to
Swingline Borrowings, which may not be converted or continued.

Option 1. To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

Option 2. Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02:

                  (A) 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);

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

                  (C) whether the resulting Borrowing is to be an ABR Borrowing
         or a Eurodollar Borrowing; and

                  (D) 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.








<PAGE>



                                                                              28



Option 3. 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.

Option 4. If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Revolving Borrowing prior to the end of the
Interest Period applicable thereto, then, unless such Borrowing is repaid as
provided herein, at the end of such Interest Period such Borrowing shall be
converted to a Eurodollar Revolving Borrowing having a one month Interest
Period. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing and the Administrative Agent, at the request of
the Required Lenders, so notifies the Borrower, then, so long as an Event of
Default is continuing (i) no outstanding Revolving Borrowing may be converted to
or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Revolving Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

         (g) Termination and Reduction of Commitments. Unless previously
terminated, the Commitments shall terminate on the Commitment Termination Date.

Option 1. The Borrower may at any time terminate, or from time to time reduce,
the Commitments; provided that (i) each reduction of the Commitments shall be in
an amount that is an integral multiple of $1,000,000 and not less than
$10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments
if, after giving effect to any concurrent prepayment of the Loans in accordance
with Section 2.09, the sum of the Revolving Credit Exposures would exceed the
total Commitments.

Option 2. The Borrower shall notify the Administrative Agent of any election to
terminate or reduce the Commitments under paragraph (a) of this Section at least
three Business Days 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.

     (h) Repayment of Loans; Evidence of Debt. (e) The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Lender the then unpaid principal amount of each Revolving Loan on the
Maturity Date and (ii) to the Swingline Lender the then unpaid principal amount
of each Swingline Loan on the earlier of the Maturity Date and the first date
after such Swingline Loan is made that is the 15th or last day of a calendar
month and is at least two Business Days after such Swingline Loan is made;
provided that on each date that a Revolving Borrowing is made, the Borrower
shall repay all Swingline Loans then outstanding.




<PAGE>
                                                                             29

Option 1. 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.

Option 2. The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class 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.

Option 3. Any Lender may request that Loans made by it be evidenced by a Note.
In such event, the Borrower shall prepare, 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. Thereafter, the Loans evidenced by such Note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04)
be represented by one or more Notes in such form payable to the order of the
payee named therein (or, if such promissory note is a registered note, to such
payee and its registered assigns).

Option 4. The Borrower may elect to extend the maturity of all Revolving Loans
outstanding on the Commitment Termination Date to the date which is the second
anniversary of the Commitment Termination by giving written notice (the "Term
Out Notice") of such election to the Administration Agent at least 15 days prior
to the Commitment Termination Date.

     (i) Prepayment of Loans. (f) 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.

Option 1. The Borrower shall notify the Administrative Agent (and, in the case
of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed
by telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 12:00 noon, New York City time,
three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 12:00 noon, New York
City time, one Business Day before the date of prepayment or (iii) in the case
of prepayment of a Swingline Loan, not later than 12:00 noon, New York City
time, on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is given
in connection with a conditional notice of termination of the Commitments as
contemplated by Section 2.07, then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.07. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the
Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Revolving Borrowing shall be in an amount that would
be permitted in the case of an advance of a Revolving Borrowing of the same Type
as provided in Section 2.02. Each prepayment of a Revolving Borrowing 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 2.11.





<PAGE>
                                                                             30

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

Option 1. The Borrower agrees to pay to the Administrative Agent for the account
of each Lender a utilization fee (a "Utilization Fee") which shall accrue at a
rate per annum equal to the Applicable Rate on the daily amount of such Lender's
Revolving Credit Exposure for each Excess Utilization Day during the period from
and including the Effective Date to but excluding the date on which such
Lender's Commitment terminates; provided that if such Lender continues to have
Revolving Credit Exposure after its Commitment terminates, then such Utilization
Fee shall continue to accrue on the daily amount of such Lender's Revolving
Credit Exposure for each Excess Utilization Day from and including the Effective
Date to but excluding the date on which it ceases to have any Revolving Credit
Exposure (it being understood that if the Commitment Utilization Percentage is
less than 50% on the Commitment Termination Date, no Utilization Fee is payable
after such date). Accrued Utilization Fees shall be payable in arrears on the
last day of March, June, September and December of each year and on the Maturity
Date (or such earlier date after the Commitment Termination Date on which the
Loans are repaid in full), commencing on the first such date to occur after the
date hereof. All Utilization Fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

Option 2. 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.

Option 3. All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of Facility Fees and Utilization Fees, to the Lenders. Fees paid shall
not be refundable under any circumstances.

     (k) Interest. (h) The Loans comprising each ABR Borrowing (including each
Swingline Loan) shall bear interest at a rate per annum equal to the Alternate
Base Rate.

Option 1. The Loans comprising each Eurodollar Borrowing shall bear interest at
a rate per annum equal to in the case of a Eurodollar Revolving Loan, the
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.




<PAGE>
                                                                             31


Option 2. Notwithstanding the foregoing, if any principal of or interest on any
Loan or any fee or other amount payable by the Borrower hereunder is not paid
when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the
rate otherwise applicable to such Loan as provided above or (ii) in the case of
any other amount, 2% plus the rate applicable to ABR Loans as provided above.

Option 3. 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
Revolving Loan prior to the end of the Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment, (iii) in the event of any conversion of any Eurodollar
Revolving Loan prior to the end of the current Interest Period therefor, accrued
interest on such Loan shall be payable on the effective date of such conversion
and (iv) all accrued interest shall be payable upon termination of the
Commitments.

Option 4. 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), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate, Adjusted
LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

     (l) Alternate Rate of Interest. If prior to the commencement of any
Interest Period for a Eurodollar Borrowing:

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

                  (2) the Administrative Agent is advised by the Required
         Lenders that the Adjusted LIBO Rate for such Interest Period 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 telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.





<PAGE>
                                                                             32

     (m) Increased Costs. (i) If any Change in Law shall:

                  (A) 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

                  (B) 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.

Option 2. 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 this Agreement or the Loans made by, such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the 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.

Option 3. A certificate of a Lender setting forth 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.

Option 4. 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 incurred more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
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 2.13, 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




<PAGE>
                                                                             33

shall not in any way limit the discretion of any Lender to waive the right to
demand such compensation in any given case).

     (n) Break Funding Payments. In the event of (a) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.09(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 2.17, 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 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
dollar deposits from other banks in the eurodollar market at the commencement
of such period. A certificate of any Lender setting forth 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.

     (o) Taxes. (j) Any and all payments by or an 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.

Option 1. In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

Option 2. 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 under this Section)
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,




<PAGE>
                                                                             34

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.

Option 3. 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 2.15, 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 2.15 with respect to the Indemnified Taxes or Other Taxes giving rise to
such refund, as determined by such Lender in its sole discretion), net of all
out-of-pocket expenses of such Lender or the Administrative Agent and without
interest (other than interest paid by the relevant taxation authority with
respect to such refund); provided that 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) to such Lender or the
Administrative Agent in the event such Lender or the Administrative Agent is
required to repay such refund to such taxation authority.

Option 4. 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.

Option 5. 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.

     (p) Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (k) The
Borrower shall make each payment required to be made by it hereunder (whether
of principal, interest, fees or, or under Section 2.13, 2.14 or 2.15, or
otherwise) prior to 1:00 p.m., New York City time, on the date when due, in
immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, 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 at its offices at 270 Park Avenue,
New York, New York, except payments to be made directly to the Swingline Lender
as expressly provided herein and except that payments pursuant to Sections
2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received
by it for the account of any other Person to the appropriate recipient 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





<PAGE>
                                                                             35

shall be payable for the period of such extension. All payments hereunder
shall be made in dollars.

Option 1. 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 hereunder, such funds shall be applied (i) first, to pay interest and
fees then due 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 hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal then due to such
parties.

Option 2. If any Lender shall, by exercising any right of setoff or counterclaim
or otherwise, obtain payment in respect of any principal of or interest on any
of its Revolving Loans or Swingline Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans and
Swingline Loans of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Revolving Loans and Swingline Loans; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). The Borrower
consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the
foregoing arrangements may exercise 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.

Option 3. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due 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.

Option 4. If any Lender shall fail to make any payment required to be made by it
pursuant to Section 2.04(c), 2.05(b) or 2.16(d), then the Administrative Agent
may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of
such Lender from or on behalf of any Credit Party or




<PAGE>
                                                                             36


otherwise in respect of the Obligations to satisfy such Lender's obligations
under such Sections until all such unsatisfied obligations are fully paid.

     (q) Mitigation Obligations; Replacement of Lenders. (l) If any Lender
requests compensation under Section 2.13, 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 2.15, 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 2.13 or 2.15, 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 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.

Option 1. If any Lender requests compensation under Section 2.13, 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 2.15,
or if any Lender becomes a Defaulting Lender hereunder, then the Borrower may,
at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.04), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Commitment is being assigned, the Swingline Lender), 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 and Swingline Loans,
accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.13 or payments required to be made pursuant to
Section 2.15, such assignment will result in a reduction in such compensation or
payments. 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.

     3.
Representations and Warranties

                  The Borrower represents and warrants to the Lenders that:



<PAGE>
                                                                             37

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

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

     (c) 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 or other organizational documents
of the Borrower or any of its Subsidiaries or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture,
agreement or other instrument binding upon the Borrower or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Borrower or any of its Subsidiaries, and (d) will
not result in the creation or imposition of any Lien on any asset of the
Borrower or any of its Subsidiaries, except, in each case (other than clause
(b)(ii) with respect to any Credit Party), such as could not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect.

     (d) Financial Condition; No Material Adverse Change. (m) The consolidated
balance sheet and statements of income, stockholders equity and cash flows
(including the notes thereto) (i) of America Online as of and for the fiscal
years ended December 31, 1999 and December 31, 2000, reported on by Ernst
& Young LLP, independent public accountants, and (ii) of Time Warner as of and
for the fiscal years ended December 31, 1999 and December 31, 2000, reported on
by Ernst & Young LLP, independent accountants, copies of which have heretofore
been furnished to each Lender, present fairly, in all material respects, the
financial position and results of operations and cash flows respectively, of
America Online and Time Warner and their respective consolidated Subsidiaries
as of such dates and for such periods in accordance with GAAP.

Option 1. The unaudited pro forma combined balance sheet of the Borrower and its
consolidated Subsidiaries as at December 31, 2000 (including the notes thereto)
and the unaudited combined pro forma statement of income of the Borrower and its
consolidated Subsidiaries for the twelve-month period ending December 31, 2000,
copies of which have heretofore been furnished to each Lender, have been
prepared giving effect (as if the merger had occurred on January 1, 2000) to the
consummation of the merger of America Online and Time Warner. The financial




<PAGE>
                                                                             38


statements described in this paragraph have been prepared based on the best
information available to the Borrower as of the date of delivery thereof and
present fairly on a pro forma basis the estimated combined financial position of
the Borrower and its consolidated Subsidiaries as of December 31, 2000 and the
combined results of their operations for the twelve-month period then ended,
assuming that the merger of America Online and Time Warner occurred on January
1, 2000.

Option 2. Since December 31, 2000, there has been no material adverse change in
the business, assets, operations or financial condition of the Borrower and its
Subsidiaries, taken as a whole (assuming, for the purposes of this
representation, that the business, assets, operations and financial condition of
the Borrower as of December 31, 2000 were as adjusted for the combination of
America Online and Time Warner).

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

Option 1. Each of the Borrower and its 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 and its
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.

     (f) Litigation and Environmental Matters. (o) 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 its 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.

Option 1. 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 its 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
its Restricted Subsidiaries.

     (g) Compliance with Laws and Agreements. Each of the Borrower and its
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 Default has occurred and
is continuing.

     (h) Government Regulation. Neither the Borrower nor any of its
Subsidiaries is (a) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940, (b) a "holding company"
as defined in, or subject to regulation under, the Public




<PAGE>
                                                                             39

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

     (i) Taxes. Each of the Borrower and 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, 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.

     (j) 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.

     (k) Disclosure. As of the date hereof and the Effective Date, all
information heretofore or contemporaneously furnished by or on behalf of the
Borrower or any Subsidiary (including all information contained in the Credit
Documents, the Confidential Memorandum dated March 2001 and the annexes,
schedules and other attachments thereto but not including any projected
financial statements), when taken together with the reports and other filings
with the SEC made under the Exchange Act by any Credit Party since December 31,
1999, 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 Subsidiary 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 as
such time. There is no fact of which the Borrower or any Guarantor is aware
which has not been disclosed to the Lenders in writing pursuant to the terms of
this Agreement prior to the date hereof and which, singly or in the aggregate
with all such other facts of which the Borrower or any Guarantor is aware,
could reasonably be expected to result in a Material Adverse Effect. All
statements of fact and representation concerning the present and anticipated
business, operations and assets of the Borrower and any Subsidiary, the Credit
Documents and the transactions referred to therein are true and correct in all
material respects.

     4.
Conditions

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

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




<PAGE>
                                                                             40


                           (2) 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, 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.

                           (3) 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.

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

Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived pursuant to Section 9.02) at or prior to 3:00 p.m., New
York City time, on April 9, 2001 (and, in the event such conditions are not so
satisfied or waived, the Commitments shall terminate at such time).

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

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

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

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

     5.
Affirmative Covenants

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





<PAGE>
                                                                             41

                  (a) Financial Statements and Other Information. The Borrower
will, and, until such time as TWE becomes a Guarantor, will cause TWE to furnish
to, the Administrative Agent (with a copy for each Lender):

                           (1) within 105 days after the end of each fiscal year
                  of such Person, its audited consolidated balance sheet and
                  related statements of operations, stockholders' equity (or
                  partnership capital) and cash flows as of the end of and for
                  such year and, with respect to the Borrower only, its
                  unaudited Adjusted Financial Statements for such fiscal year,
                  setting forth in each case in comparative form the figures for
                  the previous fiscal year, and, (i) in the case of the audited
                  financial statements, reported on by Ernst & Young LLP or
                  other independent public accountants of recognized national
                  standing (without a "going concern" or like qualification or
                  exception and without any qualification or exception as to
                  the scope of such audit) to the effect that such consolidated
                  financial statements present fairly in all material respects
                  the financial condition and results of operations of 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 its consolidated
                  Subsidiaries on a consolidated basis in accordance with GAAP
                  consistently applied; provided that, so long as no 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 of the Borrower
                  (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 of the Borrower for such
                  fiscal year;

                           (2) within 60 days after the end of each of the first
                  three fiscal quarters of each fiscal year of such Person, its
                  consolidated balance sheet and related statements of
                  operations, stockholders' equity (or partnership capital) and
                  cash flows and, with respect to the Borrower only, its
                  Adjusted Financial Statements as of the end of and for such
                  fiscal quarter and the then elapsed portion of the fiscal
                  year, setting forth in each case in comparative form the
                  figures for the corresponding period or periods of (or, in the
                  case of the balance sheet, as of the end of) the previous
                  fiscal year, all certified by one of 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 audit adjustments and the absence of footnotes;
                  provided that, so long as no 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 of the Borrower (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 of the Borrower for such fiscal quarter;




<PAGE>
                                                                             42


                           (3) 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, 6.03 and 6.08 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 and, if any such change has occurred,
                  specifying the effect of such change on the financial
                  statements accompanying such certificate;

                           (4) promptly after the same become publicly
                  available, copies of all periodic and other reports, proxy
                  statements and other materials filed by the Borrower or any
                  Subsidiary with the SEC or with any national securities
                  exchange, or distributed by the Borrower or any of its
                  Subsidiaries 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

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

                  Information required to be delivered pursuant to paragraphs
(a), (b) and (d) shall be deemed to have been delivered on the date on which the
Borrower provides notice to the Administrative Agent 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) 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.

     (b) Notices of Material Events. The Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following,
upon any such event becoming known to any Responsible Officer of the Borrower:

                           (1) the occurrence of any Default;

                           (2) 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;




<PAGE>
                                                                             43


                           (3) 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 of the Borrower
                  and its Subsidiaries in an aggregate amount exceeding
                  $100,000,000; and

                           (4) 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.

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

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

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

     (f) Books and Records; Inspection Rights. The Borrower will, and will
cause each of its Restricted Subsidiaries to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will,
and will cause each of its Restricted Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice, to visit and inspect its properties, to examine its
books and records, and to discuss its affairs, finances and condition with its
officers and, so long as a representative of 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 its Restricted
Subsidiaries' obligations




<PAGE>
                                                                             44


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

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

                  (h) Use of Proceeds. The proceeds of the Loans will be used
only for general corporate purposes, including commercial paper backup. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

     (i) Fiscal Periods; Accounting.

                  The Borrower will keep the same financial reporting periods as
are in effect on the date hereof.

     6.
Negative Covenants

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

     (a) Financial Covenants.

                           (1) The Consolidated Leverage Ratio of the Borrower
                  and its Restricted Subsidiaries as of the last day of any
                  fiscal quarter of the Borrower (commencing with the first
                  fiscal quarter ending after the Effective Date) will not
                  exceed 4.50 to 1.00.

                           (2) The Consolidated Net Worth of the Borrower at any
                  time will not be less than $125,000,000,000.

     (b) Indebtedness.

                           (1) The Borrower will not permit any of its
                  Restricted Subsidiaries (other than (i) a Credit Party or (ii)
                  TWE and the consolidated Subsidiaries of TWE) to, create,
                  incur, assume or permit to exist any Indebtedness, except:

           (i) with respect to all such Restricted Subsidiaries that are also
     Subsidiaries of Time Warner, Indebtedness of up to an aggregate principal
     amount of $650,000,000 at any one time outstanding;

                           (B) with respect to all such Restricted Subsidiaries
                  that are also Subsidiaries of America Online, Indebtedness of
                  up to an aggregate principal amount of $350,000,000 at any one
                  time outstanding;




<PAGE>
                                                                             45


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

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

                           (E) 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 (v) 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;

                           (F) 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 its
                  Restricted Subsidiaries or any asset thereof other than to the
                  Person so acquired and its Subsidiaries and the assets of the
                  Person so acquired and its Subsidiaries; and

                           (G) Film Financings.

Option 2. The Borrower will not permit TWE or any of its consolidated
Subsidiaries to create, incur or assume any Indebtedness unless, after giving
effect to the creation, incurrence or assumption of such Indebtedness, the
Consolidated Leverage Ratio of TWE will not exceed (i) at any time when 95% or
more of the Capital Stock of TWE is, directly or indirectly, owned (beneficially
or of record) or held by the Borrower, 4.50 to 1.00 and (ii) at any other time,
5.00 to 1.00; provided, that once TWE becomes a Guarantor this paragraph 6.02(b)
shall cease to apply.

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

                           (1) 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 $100,000,000 or apply to
                  property or assets of the Borrower and its Restricted
                  Subsidiaries in excess of $100,000,000;

                           (2) 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



<PAGE>
                                                                             46



                  Person becomes a Subsidiary; provided that (i) such Lien
                  is not created in contemplation of or in connection with such
                  acquisition or such Person becoming a Subsidiary, as the case
                  may be, (ii) such Lien shall not apply to any other property
                  or assets of 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;

                           (3) Liens on property acquired, constructed or
                  improved by the Borrower or any Subsidiary; provided that (i)
                  such security interests secure Indebtedness permitted by
                  clause (v) 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;

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

                           (5) Liens on Capital Stock of Time Warner and
                  proceeds therefrom securing Stock Option Loans to the extent
                  contemplated by the definition thereof;

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

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

                           (8) 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;

                           (9) 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;

                           (10) 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

                           (11) 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




<PAGE>
                                                                             47


                  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).

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

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

                  SECTION 1.02. 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 Default shall have occurred and be continuing on a
pro forma basis.

     (f) Transactions with Affiliates. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, enter
into any material transaction with any of its Affiliates, except (a)
transactions entered into prior to the date hereof or contemplated by any
agreement entered into prior to the date hereof, (b) in the ordinary course of
business or at prices and on terms and conditions not less favorable to 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 its 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.

     (g) Unrestricted Subsidiaries. (a) Schedule 6.08 sets forth those
Subsidiaries (other than a Guarantor) of the Borrower that have been designated
as Unrestricted Subsidiaries as of the date hereof. The Borrower may designate
any other of its Subsidiaries (other than a 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




<PAGE>
                                                                             48



unless (i) such Subsidiary is designated as an Unrestricted Subsidiary within
90 days of the time it becomes a Subsidiary; and (ii) at the time such
Subsidiary is designated as an Unrestricted Subsidiary, before and after giving
effect to such designation on a pro forma basis, no Default shall have occurred
and be continuing, as shown in an Officers' Certificate delivered to the
Administrative Agent at the time of such designation. Such Officers'
Certificate shall also state the specific purpose for which such designation is
being made. All Subsidiaries of Unrestricted Subsidiaries shall be Unrestricted
Subsidiaries.

Option 1. 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, before
and after giving effect to such designation or re-designation on a pro forma
basis, no Default shall have occurred and be continuing, as shown in an
Officer's Certificate delivered to the Administrative Agent at the time of such
designation or re-designation.

     7.
Events of Default

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

                           (1) 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;

                           (2) 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;

                           (3) 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;

                           (4) 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;

                           (5) 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;

                           (6) the Borrower or any Subsidiary shall fail to make
                  any payment (whether of principal or interest and regardless
                  of amount) in respect of any




<PAGE>
                                                                             49


                  Material Indebtedness, when and as the same shall become
                  due and payable after giving effect to any applicable
                  grace periods;

                           (7) 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 grade 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;

                           (8) 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;

                           (9) 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;

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

                           (11) one or more judgments for the payment of money
                  in an aggregate amount in excess of $100,000,000 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 $100,000,000) 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>
                                                                             50


                           (12) 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;

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

                           (14) 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.

     8.
The Agents

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

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

                  The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein. Without limiting the
generality of the foregoing, (a) the Administrative Agent shall not be subject
to any fiduciary or other implied duties, regardless of whether a Default has
occurred and is continuing, (b) the Administrative Agent shall not have any duty
to take any discretionary action or exercise any discretionary powers, except




<PAGE>
                                                                             51


discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or, if so specified by this Agreement, all the Lenders), and (c) except as
expressly set forth herein, the Administrative Agent shall not have any duty to
disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Subsidiaries that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders
(or, if so specified by this Agreement, all the Lenders) or in the absence of
its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until written notice
thereof is given to the Administrative Agent by 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 Document, (iv) the validity, enforceability, effectiveness or genuineness
of any Credit Document or any other agreement, instrument or document, or (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.

                  The Administrative Agent shall be entitled to rely upon, and
shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. 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. 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 by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.

                  Subject to the appointment and acceptance of a successor
Administrative Agent as provided in this paragraph, the Administrative Agent may
resign at any time by notifying the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor which, so long as no Event of Default is
continuing, shall be reasonably acceptable to the Borrower. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring




<PAGE>
                                                                             52



Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank. Upon the acceptance of its
appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder. The fees
payable by the 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. 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 Commitments in
effect (or at any time after the Commitments have terminated, their Revolving
Credit Exposure) on the date on which indemnification is sought under this
Section (or, if indemnification is sought after the date upon which the
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with their Commitments (or, if the Commitments have
terminated earlier, their Revolving Credit Exposures) immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Commitments, this Agreement, any of the other
Credit Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's gross negligence or willful misconduct. The agreements in
this Section shall survive the payment of the Loans and all other amounts
payable hereunder.

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

                  Neither the Documentation Agent nor either Co-Syndication
Agent shall have any duties or responsibilities hereunder in its capacity as
such.




<PAGE>
                                                                             53


     9.
Miscellaneous

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

                           (1) if to the Borrower, to it at 75 Rockefeller
                  Plaza, New York, New York 10019, Attention of Chief Financial
                  Officer, (Telecopy No. (212) 405-5213), with copies to its
                  General Counsel (Telecopy No. (212) 258-3172);

                           (2) if to the Administrative Agent, to The Chase
                  Manhattan Bank, Agent Bank Services Group, One Chase Manhattan
                  Plaza, New York, New York 10080, Attention of Donna Montgomery
                  (Telecopy No. (212) 552-5700), with a copy to The Chase
                  Manhattan Bank, 270 Park Avenue, New York, New York 10017,
                  Attention of Joan Fitzgibbon (Telecopy No. (212) 270-4164);

                           (3) if to the Swingline Lender, to it at The Chase
                  Manhattan Bank, Agent Bank Services Group, One Chase Manhattan
                  Plaza, New York, New York 10080, Attention of Donna Montgomery
                  (Telecopy No. (212) 552-5700); and

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

Any party hereto may change its address or telecopy 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) Waivers; Amendments. (b) 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.

Option 1. 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




<PAGE>
                                                                             54


Lender without the written consent of such Lender, (ii) reduce the principal
amount of any Loan or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any
Loan, or any interest thereon, or any fees payable hereunder, or reduce the
amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender
affected thereby, (iv) change Section 2.16(b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender, (v) release any material Guarantor without the written
consent of each Lender, or (vi) change any of the provisions of this Section or
the definition of "Required Lenders" or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent or the Swingline Lender hereunder without the prior
written consent of the Administrative Agent or the Swingline Lender,
as the case may be.

     (c) Expenses; Indemnity; Damage Waiver. (c) The Borrower shall pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and its
Affiliates, including the reasonable fees, charges and disbursements of counsel
for the Administrative Agent in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the
Credit Documents or any amendments, modifications or waivers of the provisions
thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), and (ii) all out-of-pocket expenses incurred by the
Administrative Agent or any Lender, including the fees, charges and
disbursements of any counsel for the Administrative Agent or any Lender, 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.

Option 1. 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 the proceeds therefrom, (iii) any actual or alleged presence or release
of Hazardous Materials on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, 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.




<PAGE>
                                                                             55


Option 2. To the extent that the Borrower fails to pay any amount required to be
paid by it to the Administrative Agent or the Swingline Lender under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent or the Swingline Lender, as the case may be, such Lender's
Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount;
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent or the Swingline Lender in its capacity as
such.

Option 3. To the extent permitted by applicable law, the Borrower shall not
assert, and 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.

Option 4. All amounts due under this Section shall be payable promptly after
written demand therefor.

     (d) Successors and Assigns. (d) The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that 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.

Option 1. Any Lender other than a Conduit Lender may assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided that (i) except in the case of an assignment to a Lender or a
Lender Affiliate, each of the Borrower and the Administrative Agent (and, in the
case of an assignment of all or a portion of a Commitment or any Lender's
obligations in respect of its Swingline Exposure and the Swingline Lender) must
give their prior written consent to such assignment (which consent shall not be
unreasonably withheld), (ii) except in the case of an assignment to a Lender or
an Affiliate of a Lender or an assignment of the entire remaining amount of the
assigning Lender's Commitment, the amount of the Commitment of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $10,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) 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, (iv) except in
the case of an assignment to an Affiliate of the Assigning Lender on or about
the Effective Date, the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and (v) the assignee, if it shall not
be a Lender, shall deliver to the




<PAGE>
                                                                             56


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 2.13, 2.14, 2.15 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.

Option 2. The Administrative Agent, acting for this purpose as an agent of the
Borrower, shall maintain at one of its offices in The City of New York a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans 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.

Option 3. 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.

Option 4. Any Lender other than a Conduit Lender may, without the consent of the
Borrower, the Administrative Agent or the Swingline Lender, sell participations
to one or more banks or other entities (a "Participant") in all or a portion of
such Lender's rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans owing to it); provided that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a




<PAGE>
                                                                             57


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 2.13, 2.14 and 2.15 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to paragraph (b) of
this Section.

Option 5. A Participant shall not be entitled to receive any greater payment
under Section 2.13 or 2.15 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 2.15 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 2.15(f) as
though it were a Lender.

Option 6. 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.

Option 7. 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 (f) above.

Option 8. Each of 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.

     (e) Survival. All covenants, agreements, representations and warranties
made by the Borrower herein and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement shall be considered
to have been relied upon by the other parties hereto and shall survive the
execution and delivery of this Agreement and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Administrative
Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under




<PAGE>
                                                                             58

this Agreement is outstanding and unpaid and so long as the Commitments have
not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 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.

     (f) 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
Administrative Agent 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 telecopy shall be effective as delivery
of a manually executed counterpart of this Agreement.

     (g) 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.

     (h) Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender is hereby authorized at any time and from time to time,
to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Lender to or for the
credit or the account of the Borrower 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.

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

Option 1. The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive 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
Agreement, 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 may 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




<PAGE>
                                                                             59


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. Nothing in this Agreement shall affect any right that the
Administrative Agent or any Lender may otherwise have to bring any action
or proceeding relating to this Agreement against the Borrower or its
properties in the courts of any jurisdiction.

Option 2. 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.

Option 3. 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.

     (j) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

     (k) 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.

     (l) Confidentiality. Each of the Administrative Agent and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal
counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process,
provided that in connection with any such requirement by a subpoena or similar
legal process, 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




<PAGE>
                                                                             60

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.

     (m) 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 duty to the Borrower arising out of or
     in connection with this Agreement or any of the other Credit Documents,
     and the relationship between Administrative Agent and Lenders, on one hand,
     and the Borrower, on the other hand, in connection herewith or therewith is
     solely that of debtor and creditor; and

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




<PAGE>


                                                                              61

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


                                         AOL TIME WARNER INC.

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




<PAGE>


                                                                              62

                                        ABN AMRO BANK N.V.., individually and

                                        as Documentation Agent.

                                        By: /s/ David C. Carrington
                                            ------------------------------------
                                            Name: David C. Carrington
                                            Title: Group Vice President


                                        By: /s/ Thomas Rogers
                                            -----------------------------------
                                            Name: Thomas Rogers
                                            Title: Group Vice President





<PAGE>


                                                                              63

                                        THE CHASE MANHATTAN BANK,
                                        individually and as Administration Agent


                                        By: /s/ Tracey Navin Ewing
                                            ------------------------------------
                                            Name: Tracey Navin Ewing
                                            Title: Vice President




<PAGE>


                                                                              64

                                             BANCA COMMERCIALE ITALIANA-
                                             NEW YORK BRANCH


                                             By: /s/ Charles Dougherty
                                                 -------------------------------
                                                 Name: Charles Dougherty
                                                 Title: Vice President

                                             By: /s/ Frank Maffei
                                                 -------------------------------
                                                 Name: Frank Maffei
                                                 Title: Vice President






<PAGE>


                                                                              65

                                             BANK OF AMERICA, N.A., individually
                                             and as Co-Syndication Agent


                                             By: /s/ Sean W. Cassidy
                                                 -------------------------------
                                                 Name: Sean W. Cassidy
                                                 Title: Principal





<PAGE>


                                                                              66

                                              BANK OF TOKYO-MITSUBISHI TRUST
                                              COMPANY


                                              By: /s/ Eugene J. Nostrame
                                                  ------------------------------
                                                  Name: Eugene J. Nostrame
                                                  Title: Attorney-In-Fact






<PAGE>


                                                                              67

                                            THE BANK OF NOVA SCOTIA


                                            By: /s/ Vincent J. Fitzgerald, Jr.
                                                -------------------------------
                                                Name: Vincent J. Fitzgerald, Jr.
                                                Title: Authorized Signatory





<PAGE>


                                                                              68

                                             BARCLAYS BANK PLC


                                             By: /s/ Daniele Iacovone
                                                 -------------------------------
                                                 Name: Daniele Iacovone
                                                 Title: Director





<PAGE>


                                                                              69

                                             BAYERISCHE LANDESBANK
                                             GIROZENTRALE, CAYMAN ISLANDS BRANCH


                                             By: /s/ Hereward Drummond
                                                 -------------------------------
                                                 Name: Hereward Drummond
                                                 Title: Senior Vice President


                                             By: /s/ James H. Boyle
                                                 -------------------------------
                                                 Name: James H. Boyle
                                                 Title: Vice President




<PAGE>


                                                                              70


                                              BNP PARIBAS


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


                                              By: /s/ Todd Rodgers
                                                  ------------------------------
                                                  Name: Todd Rodgers
                                                  Title: Associate




<PAGE>


                                                                              71

                                         CITIBANK, N.A., individually and as Co-
                                         Syndication Agent


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




<PAGE>


                                                                              72

                                               COMMERZBANK AG, NEW YORK AND
                                               GRAND CAYMAN BRANCHES


                                               By: /s/ Robert Donohue
                                                   -----------------------------
                                                   Name: Robert Donohue
                                                   Title: Senior Vice President


                                               By: /s/ Peter Doyle
                                                   -----------------------------
                                                   Name: Peter Doyle
                                                   Title: Vice President





<PAGE>


                                                                              73

                                                CREDIT SUISSE FIRST BOSTON


                                                By: /s/ Kristin Lepri
                                                    ----------------------------
                                                    Name: Kristin Lepri
                                                    Title: Associate


                                                By: /s/ David L. Sawyer
                                                    ----------------------------
                                                    Name: David L. Sawyer
                                                    Title: Vice President




<PAGE>


                                                                              74

                                                THE DAI-ICHI KANGYO BANK, LTD.
                                                (d/b/a Mizuho Financial Group)


                                                By: /s/ Daniel Guevara
                                                    ----------------------------
                                                    Name: Daniel Guevara
                                                    Title: Vice President





<PAGE>


                                                                              75


                                            DEUTSCHE BANK AG NEW YORK
                                            BRANCH AND/OR CAYMAN ISLANDS BRANCH


                                            By: /s/ William W. McGinty
                                                --------------------------------
                                                Name: William W. McGinty
                                                Title: Director


                                            By: /s/ Irene Egues
                                                --------------------------------
                                                Name: Irene Egues
                                                Title:  Vice President





<PAGE>


                                                                              76

                                           DRESDNER BANK AG, NEW YORK and GRAND
                                           CAYMAN BRANCHES


                                           By: /s/ William E. Lambert
                                               ---------------------------------
                                               Name: William E. Lambert
                                               Title: Vice President


                                           By: /s/ Brian E. Haughney
                                               ---------------------------------
                                               Name: Brian E. Haughney
                                               Title: Assistant Vice President




<PAGE>


                                                                              77

                                           FLEET NATIONAL BANK


                                           By: /s/ Sue Anderson
                                               ------------------------------
                                                 Name: Sue Anderson
                                                 Title: Director





<PAGE>


                                                                              78

                                           THE FUJI BANK, LIMITED
                                           (d/b/a Mizuho Financial Group)


                                           By: /s/ John D. Doyle
                                               ---------------------------------
                                               Name: John D. Doyle
                                               Title: Vice President & Manager





<PAGE>


                                                                              79

                                           ING BANK N.V.


                                           By: /s/ Michael Fenlon
                                               ---------------------------------
                                               Name: Michael Fenlon
                                               Title: Manager


                                           By: /s/ Peter Nabney
                                               ---------------------------------
                                               Name: Peter Nabney
                                               Title: Country Manager




<PAGE>


                                                                              80

                                           HSBC BANK USA


                                           By: /s/ Johan Sorensson
                                               ---------------------------------
                                               Name: Johan Sorensson
                                               Title: First Vice President





<PAGE>


                                                                              81

                                           LEHMAN COMMERCIAL PAPER INC.


                                           By: /s/ G. Andrew Keith
                                               ---------------------------------
                                               Name: G. Andrew Keith
                                               Title: Authorized Signatory





<PAGE>


                                                                              82

                                   LLOYDS TSB BANK PLC


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


                                   By: /s/ Michael J. Gilligan
                                       -----------------------------------------
                                       Name: Michael J. Gilligan
                                       Title: Director, Financial Institutions,
                                              USA




<PAGE>


                                                                              83


                                           MERRILL LYNCH BANK USA


                                           By: /s/ D. Kevin Imlay
                                               ---------------------------------
                                               Name: D. Kevin Imlay
                                               Title: Senior Lending Officer





<PAGE>


                                                                              84

                                           NATIONAL AUSTRALIA BANK
                                           LIMITED, A.C.N. 004044937


                                           By: /s/ Eduardo Salazar
                                               ---------------------------------
                                               Name: Eduardo Salazar
                                               Title: Sector Head, Media &
                                                      Entertainment




<PAGE>


                                                                              85

                                     NORDDEUTSCHE LANDESBANK
                                     GIROZENTRALE NEW YORK BRANCH
                                     and /or CAYMAN ISLANDS BRANCH


                                     By: /s/ Stephen K. Hunter
                                         ---------------------------------------
                                         Name: Stephen K. Hunter
                                         Title: Senior Vice President & Deputy
                                                General Manager


                                     By: /s/ Stephanie Finnen
                                         ---------------------------------------
                                         Name: Stephanie Finnen
                                         Title: Vice President





<PAGE>


                                                                              86

                                           SUMITOMO MITSUI BANKING CORPORATION


                                           By: /s/ Peter R. C. Knight
                                               ---------------------------------
                                               Name: Peter R. C. Knight
                                               Title: Senior Vice President





<PAGE>


                                                                              87

                                           SUNTRUST BANK


                                           By: /s/ Thomas C. Palmer
                                               ---------------------------------
                                               Name: Thomas C. Palmer
                                               Title: Director





<PAGE>


                                                                              88

                                    THE SANWA BANK, LIMITED, NEW
                                    YORK BRANCH


                                    By: /s/ Joseph E. Leo
                                        ---------------------------------
                                        Name: Joseph E. Leo
                                        Title: Vice President and Area Manager





<PAGE>



                                                                              89

                                           THE ROYAL BANK OF SCOTLAND PLC


                                           By: /s/ Lee Morse
                                               ---------------------------------
                                               Name: Lee Morse
                                               Title: Vice President




<PAGE>


                                                                              90

                                           WACHOVIA BANK, N.A.


                                           By: /s/ Charles D. Barham, III
                                               ---------------------------------
                                               Name: Charles D. Barham, III
                                               Title: Vice President




<PAGE>


                                                                              91

                                           WESTDEUTSCHE LANDESBANK
                                           GIROZENTRALE, NEW YORK BRANCH


                                           By: /s/ Pascal Kabemba
                                               ---------------------------------
                                               Name: Pascal Kabemba
                                               Title: Associate Director


                                           By: /s/ Lucie L. Guernsey
                                               ---------------------------------
                                               Name: Lucie L. Guernsey
                                               Title:  Director




<PAGE>

                                                                              92


                                FORM OF GUARANTEE

         GUARANTEE, dated as of April 6, 2001, made by AMERICA ONLINE, INC., a
Delaware corporation, TIME WARNER INC., a Delaware Corporation, TURNER
BROADCASTING SYSTEM, INC., a Georgia corporation, TIME WARNER COMPANIES, INC., a
Delaware corporation, and TWI CABLE INC., a Delaware corporation (each, a
"Guarantor", and collectively, the "Guarantors"), in favor of THE CHASE
MANHATTAN BANK, as administrative agent (in such capacity, the "Administrative
Agent") for the lenders (the "Lenders") parties to the Credit Agreement, dated
as of April 6, 2001 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among AOL Time Warner Inc., (the "Borrower"), the
Lenders, Citibank, N.A. and Bank of America, N.A., as co-syndication agents, ABN
Amro, N.V., as documentation agent, 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, and it is to
the advantage of each Guarantor that the Lenders make the Loans to the Borrower.


         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:


         10. 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 interest is allowed in such proceeding),
whether direct or indirect, absolute or contingent, due or



<PAGE>
                                                                              93

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.

         11. Guarantee. (a) Each of the Guarantors hereby, jointly and
severally, 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 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 and the Commitments are terminated, notwithstanding
that from time to time prior thereto the Borrower may be free from any
Obligations.

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

         (d) Anything herein or in any other Credit Document to the contrary
notwithstanding, the maximum liability of each Guarantor hereunder and under the
other Credit Documents shall in no event exceed the amount which can be
guaranteed by such Guarantor under applicable federal and state laws relating to
the insolvency of debtors (after giving effect to the right of contribution
established in Section 3).

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






<PAGE>
                                                                             94



         12. Right of Contribution. Each Guarantor hereby agrees that to the
extent that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each Guarantor's right of contribution
shall be subject to the terms and conditions of Section 5 hereof. The provisions
of this Section shall in no respect limit the obligations and liabilities of any
Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall
remain liable to the Administrative Agent and the Lenders for the full amount
guaranteed by such Guarantor hereunder.

         13. Right of Setoff. Each Guarantor hereby authorizes each Lender at
any time and from time to time when any amounts owed by the Borrower under the
Credit Agreement are due and payable and have not been paid (taking into account
any applicable grace periods), to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final), at any time held and other indebtedness at any time owing
by such Lender to or for the credit or the account of such Guarantor against any
of and all of the obligations of such Guarantor 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 such 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.

         14. 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 and the Commitments are terminated. If any amount
shall be paid to any Guarantor on account of such subrogation rights at any time
when all of the Obligations shall not have been paid in full, such amount shall
be held by such Guarantor in trust for the Administrative Agent and the Lenders,
segregated from other funds of such Guarantor, and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form
received by such Guarantor (duly indorsed by such Guarantor to the
Administrative Agent, if required), to be applied against the Obligations,
whether matured or unmatured, in such order as the Administrative Agent may
determine.

         15. 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





<PAGE>
                                                                             95


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.

         16. 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 any 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 any Guarantor 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 any Guarantor) which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Borrower from the
Obligations, or of such Guarantor 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,
any other Guarantor 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, any such other Guarantor 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, any such other Guarantor 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.

         17. 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





<PAGE>
                                                                             96


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 its property, or otherwise, all as though
such payments had not been made.

         18. Payments. Each Guarantor hereby agrees that the Obligations will be
paid to the Administrative Agent without setoff or counterclaim in U.S. dollars
at the office of the Administrative Agent located at 270 Park Avenue, New York,
New York 10017.

         19. 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(c) and 3.06(a) 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.

         20. 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.

         21. 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.

         22. 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




<PAGE>
                                                                             97



or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         23. 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.

         24. 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 any
material Guarantor from their obligations hereunder without the written consent
of each Lender.

         25. No Waiver; Cumulative Remedies. Neither the Administrative Agent
nor any Lender shall by any act (except by a written instrument pursuant to
paragraph 15 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.

         26. 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.

         27. 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.

         28. 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.





<PAGE>


                                                                             98

         29. 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.

         30. Acknowledgements.

                  Each Guarantor hereby acknowledges that:

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

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

         31. GOVERNING LAW. This Guarantee shall be governed by, and construed
and interpreted in accordance with, the law of the State of New York.

         32. Jurisdiction; Consent to Service of Process. (a) Each Guarantor
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive 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 may 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. Nothing in this Guarantee shall affect any right that
the Administrative Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Guarantee against any Guarantor or its properties in
the courts of any jurisdiction.

         (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.





<PAGE>
                                                                             99


         (c) Each Guarantor irrevocably consents to service of process in the
manner provided for notices in Section 12 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.

         33. 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.






<PAGE>
                                                                             100


         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.

                                            AMERICA ONLINE, INC.

                                            By:_________________________________
                                               Name:
                                               Title:




                                            TIME WARNER INC.

                                            By:_________________________________
                                               Name:
                                               Title:




                                            TURNER BROADCASTING SYSTEM, INC.

                                            By:_________________________________
                                               Name:
                                               Title:




                                            TIME WARNER COMPANIES, INC.

                                            By:_________________________________
                                               Name:
                                               Title:




                                            TWI CABLE INC.

                                            By:_________________________________
                                               Name:
                                               Title:






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                                                                      Schedule I
                                                                    to Guarantee
                               Address for Notices
AMERICA ONLINE, INC.
2200 AOL Way
Dulles, VA 20166
Attention: Chief Financial Officer
Telecopy No. 703-265-6481
Attention: General Counsel
Telecopy No. 703-265-3992

TIME WARNER INC.
75 Rockefeller Plaza
New York, NY 10019
Attention: Treasurer
Telecopy No. 212-258-3020
Attention: General Counsel
Telecopy No. 212-258-3172

TURNER BROADCASTING SYSTEM, INC.
1 CNN Center
Atlanta, GA 30348
Attention: Chief Financial Officer
Telecopy No. 404-827-4069
Attention: General Counsel
Telecopy No. 404-827-2381

TIME WARNER COMPANIES, INC.
75 Rockefeller Plaza
New York, NY 10019
Attention: Treasurer
Telecopy No. 212-258-3020
Attention: General Counsel
Telecopy No. 212-258-3172

TWI CABLE INC.
75 Rockefeller Plaza
New York, NY 10019
Attention: Treasurer
Telecopy No. 212-258-3020
Attention: General Counsel
Telecopy No. 212-258-3172