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                                                                  EXECUTION COPY

                                    INVESTORS' AGREEMENT (NO. 1) dated as of
                           October 10, 1996, among TW INC. (to be
                           renamed TIME WARNER INC.), a Delaware
                           corporation ("Holdco"), and the other parties
                           signatory hereto (each an "Investor").

                  This Agreement is entered into pursuant to Section 6.02(f) of
the Amended and Restated Agreement and Plan of Merger, dated as of September 22,
1995 (the "Amended and Restated Merger Agreement"), among Time Warner Inc., a
Delaware corporation ("Parent"), Holdco, Time Warner Acquisition Corp., a
Delaware corporation ("Delaware Sub") and a direct wholly owned subsidiary of
Holdco, TW Acquisition Corp., a Georgia corporation ("Georgia Sub") and a direct
wholly owned subsidiary of Holdco, and Turner Broadcasting System, Inc., a
Georgia corporation (the "Company"). In connection with the TBS Merger (as
defined in the Amended and Restated Merger Agreement), subject to certain
exceptions, (a) each share of Class A Common Stock, par value $.0625 per share,
of the Company and each share of Class B Common Stock, par value $.0625 per
share, of the Company will be converted into the right to receive 0.75 shares of
Common Stock, par value $0.01 per share, of Holdco ("Holdco Common Stock") and
(b) each share of Class C Convertible Preferred Stock, par value $.125 per
share, of the Company will be converted into the right to receive 4.80 shares of
Holdco Common Stock. As a condition to the obligations of Parent, Holdco,
Delaware Sub and Georgia Sub to effect the Mergers (as defined in the Amended
and Restated Merger Agreement), Parent, Holdco, Delaware Sub and Georgia Sub
have required that each initial Investor enter into this Agreement.



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                                                                               2

                  Accordingly, it is hereby agreed as follows:

                                    ARTICLE I

                                   Definitions

                  SECTION 1.01. Definitions. Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Amended and
Restated Merger Agreement. For purposes of this Agreement, the following terms
shall have the following meanings:

                  "Affiliate" and "Associate", when used with reference to any
person, shall have the respective meanings ascribed to such terms in Rule 12b-2
of the Exchange Act, as in effect on the date of this Agreement. Neither Holdco
nor any of its subsidiaries or controlled Affiliates, on the one hand, nor the
Principal Investor, on the other hand, shall be an "Affiliate" or an "Associate"
of the other. The Turner Foundation, Inc. and the Robert E. Turner Charitable
Foundation Unitrust No. 2 shall be deemed not to be Affiliate or Associates of
any Investor.

                  A person shall be deemed the "beneficial owner" of, and shall
be deemed to "beneficially own", and shall be deemed to have "beneficial
ownership" of:

                  (i) any securities that such person or any of such person's
         Affiliates or Associates is deemed to "beneficially own" within the
         meaning of Rule 13d-3 under the Exchange Act, as in effect on the date
         of this Agreement; and

                  (ii) any securities (the "underlying securities") that such
         person or any of such person's Affiliates or Associates has the right
         to acquire (whether such right is exercisable immediately or only after
         the passage of time) pursuant to any agreement, arrangement or
         understanding (written or oral), or upon the exercise of conversion
         rights, exchange rights, rights, warrants or options, or otherwise (it
         being understood that such



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                                                                               3

         person shall also be deemed to be the beneficial owner of the
         securities convertible into or exchangeable for the underlying
         securities).

                  "Board" shall mean the board of directors of Holdco.

                  "Charitable Transferee" shall mean any charitable organization
described in Section 501(c)(3) of the Code.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as in effect on the date in question, unless otherwise specifically provided.

                  "Investor" shall mean each person that executes this Agreement
in such capacity and each successor, assign and other person that pursuant to
the terms hereof is required to become a party hereto as an Investor.

                  "Investors' Agreement (No. 2)" shall mean an Investors'
Agreement (No. 2), substantially in the form of Exhibit C-2 to the Amended and
Restated Merger Agreement.

                  "permitted transferee" of any natural person shall mean (i) in
the case of the death of such person, such person's executors, administrators,
testamentary trustees, heirs, devisees and legatees and (ii) such person's
current or future spouse, parents, siblings or descendants or such parents',
siblings' or descendants' spouses (the "Family Members").

                  "person" shall have the meaning given such term in the Amended
and Restated Merger Agreement.

                  "Principal Investor" shall mean R.E. Turner.

                  "Qualified Stockholder" shall mean any Charitable Transferee
or Qualified Trust from time to time bound as an "Investor" under an Investors'
Agreement (No. 2).



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                                                                               4

                  "Qualified Trust" shall mean any trust described in Section
664 of the Code of which the Principal Investor or members of his family are
income beneficiaries.

                  "Voting Power", when used with reference to any class or
series of securities of Holdco, or any classes or series of securities of Holdco
entitled to vote together as a single class or series, shall mean the power of
such class or series (or such classes or series) to vote for the election of
directors. For purposes of determining the percentage of Voting Power of any
class or series (or classes or series) beneficially owned by any person, any
securities not outstanding which are subject to conversion rights, exchange
rights, rights, warrants, options or similar securities held by such person
shall be deemed to be outstanding for the purpose of computing the percentage of
outstanding securities of the class or series (or classes or series)
beneficially owned by such person, but shall not be deemed to be outstanding for
the purpose of computing the percentage of the class or series (or classes or
series) beneficially owned by any other person.

                  "Voting Securities", when used with reference to any person,
shall mean any securities of such person having Voting Power or any securities
convertible into or exchangeable for any securities having Voting Power.

                                   ARTICLE II

                             Securities Act; Legend

                  SECTION 2.01. Transfers of Holdco Common Stock. None of the
Investors may offer for sale or sell any shares of Holdco Common Stock acquired
pursuant to the Amended and Restated Merger Agreement, or any interest therein,
except (a) pursuant to a registration of such shares under the Securities Act
and applicable state securities laws or (b) in a transaction as to which such
Investor has delivered an opinion of counsel or other evidence reasonably
satisfactory to Holdco, to the effect that such transaction is exempt from, or
not subject to, the registration



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                                                                               5

requirements of, the Securities Act and applicable state
securities laws.

                  SECTION 2.02. Legends on Certificates. Each Investor shall
hold in certificate form all shares of Holdco Common Stock owned by such
Investor. Each certificate for shares of Holdco Common Stock issued to or
beneficially owned by a person that is subject to the provisions of this
Agreement shall bear the following legend:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
         INVESTORS' AGREEMENT (NO. 1) DATED AS OF OCTOBER 10, 1996 (THE
         "INVESTORS' AGREEMENT"), AMONG THE CORPORATION, THE ORIGINAL HOLDER OF
         THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND CERTAIN OTHER
         STOCKHOLDERS OF THE CORPORATION. A COPY OF THE INVESTORS' AGREEMENT MAY
         BE OBTAINED FROM THE CORPORATION FREE OF CHARGE. BY ITS ACCEPTANCE
         HEREOF, THE HOLDER OF THIS CERTIFICATE AGREES TO COMPLY IN ALL RESPECTS
         WITH THE REQUIREMENTS OF THE INVESTORS' AGREEMENT.

                                   ARTICLE III

                            Covenants of the Parties

                  SECTION 3.01. Standstill. None of the Investors may (and each
Investor shall cause its Affiliates and Associates that it controls, and use
reasonable efforts to cause its other Affiliates and Associates, not to),
without the prior written consent of the Board:

                  (a) publicly propose that any Investor or Qualified
         Stockholder or any Affiliate or Associate of any Investor or Qualified
         Stockholder enter into, directly or indirectly, any merger or other
         business combination involving Holdco or propose to purchase, directly
         or indirectly, a material portion of the assets of Holdco or any
         material subsidiary of Holdco, or make any such proposal privately if
         it would



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                                                                               6

         reasonably be expected to require Holdco to make a public announcement
         regarding such proposal;

                  (b) make, or in any way participate in, directly or
         indirectly, any "solicitation" of "proxies" (as such terms are used in
         Regulation 14A promulgated under the Exchange Act) to vote or consent
         with respect to any Voting Securities of Holdco or become a
         "participant" in any "election contest" (as such terms are defined or
         used in Rule 14a-11 under the Exchange Act) with respect to Holdco;

                  (c) form, join or participate in or encourage the formation of
         a "group" (within the meaning of Section 13(d)(3) of the Exchange Act)
         with respect to any Voting Securities of Holdco, other than a group
         consisting solely of Investors and Qualified Stockholders;

                  (d) deposit any Voting Securities of Holdco into a voting
         trust or subject any such Voting Securities to any arrangement or
         agreement with respect to the voting thereof, other than any such
         trust, arrangement or agreement (i) the only parties to, or
         beneficiaries of, which are Investors and Qualified Stockholders and
         (ii) the terms of which do not require or expressly permit any party
         thereto to act in a manner inconsistent with this Agreement;

                  (e) initiate, propose or otherwise solicit stockholders of
         Holdco for the approval of one or more stockholder proposals with
         respect to Holdco as described in Rule 14a-8 under the Exchange Act, or
         induce or attempt to induce any other person to initiate any
         stockholder proposal with respect to Holdco;

                  (f) except in accordance with Section 3.04, seek election to
         or seek to place a representative on the Board or seek the removal of
         any member of the Board;



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                                                                               7

                  (g) call or seek to have called any meeting of the
         stockholders of Holdco;

                  (h)(A) solicit, seek to effect, negotiate with or provide
         non-public information to any other person with respect to, (B) make
         any statement or proposal, whether written or oral, to the Board or any
         director or officer of Holdco with respect to, or (C) otherwise make
         any public announcement or proposal whatsoever with respect to any form
         of business combination transaction (with any person) involving a
         change of control of Holdco or the acquisition of a substantial portion
         of the equity securities or assets of Holdco or any material subsidiary
         of Holdco, including a merger, consolidation, tender offer, exchange
         offer or liquidation of Holdco's assets, or any restructuring,
         recapitalization or similar transaction with respect to Holdco or any
         material subsidiary of Holdco; provided, however, that the foregoing
         shall not (x) apply to any discussion between or among the Investors
         and the Qualified Stockholders or any of their respective officers,
         employees, agents or representatives or (y) in the case of clause (B)
         above, be interpreted to limit the ability of any Investor or Qualified
         Stockholder, or any designee of any Investor or Qualified Stockholder,
         on the Board to make any such statement or proposal or to discuss any
         such proposal with any officer or director of or advisor to Holdco or
         advisor to the Board unless, in either case, it would reasonably be
         expected to require Holdco to make a public announcement regarding such
         discussion, statement or proposal;

                  (i) otherwise act, alone or in concert with others, to seek to
         control or influence the management or policies of Holdco (except for
         (A) voting as a holder of Voting Securities in accordance with the
         terms of such Voting Securities and (B) actions taken as a director or
         officer of Holdco);

                  (j) publicly disclose any intention, plan or
         arrangement inconsistent with the foregoing, or make



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                                                                               8

         any such disclosure privately if it would reasonably be expected to
         require Holdco to make a public announcement regarding such intention,
         plan or arrangement; or

                  (k) advise, assist (including by knowingly providing or
         arranging financing for that purpose) or knowingly encourage any other
         person in connection with any of the foregoing.

                  SECTION 3.02. Transfer Restrictions. None of the Investors
may, without the prior written consent of Holdco, sell, transfer, pledge,
encumber or otherwise dispose of, or agree to sell, transfer, pledge, encumber
or otherwise dispose of, any Voting Securities of Holdco, or any rights or
options to acquire such Voting Securities, except in a transaction complying
with any of the following clauses:

                  (a) to the underwriters in connection with an underwritten
         public offering of shares of such securities on a firm commitment basis
         registered under the Securities Act, pursuant to which the sale of such
         securities is in a manner that is intended to effect a broad
         distribution;

                  (b) to any wholly owned subsidiary of such Investor or any
         partnership of which such Investor is the sole general partner;
         provided, however, that such transferee becomes a party to this
         Agreement as an Investor;

                  (c) to any person in a transaction that complies with the
         volume and manner of sale provisions contained in Rule 144(e) and Rule
         144(f) as in effect on the date hereof under the Securities Act
         (whether or not Rule 144 is in effect on the date of such transaction);
         provided, however, that dispositions pursuant to this clause (c) may
         not be made during any period that a person has made and not withdrawn
         or terminated a tender or exchange offer for Voting Securities of
         Holdco or announced its intention to make such an offer;



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                                                                               9

                  (d) to any person (including any pledgee of shares of Voting
         Securities), other than a person that such Investor, or any of its
         Affiliates or Associates, knows or, after commercially reasonable
         inquiry should have known, beneficially owns or, after giving effect to
         such sale, will beneficially own more than 5% of the aggregate Voting
         Power of the Voting Securities of Holdco;

                  (e) in the case of a natural person, to any permitted
         transferee of such person; provided, however, that such transferee
         becomes a party to this Agreement as an Investor;

                  (f) in a bona fide pledge of shares of Voting Securities of
         Holdco to a financial institution to secure borrowings as permitted by
         applicable laws, rules and regulations; provided, however, that (i)
         such financial institution agrees to be bound by this Section 3.02 and
         (ii) the borrowings so secured are full recourse obligations of the
         pledgor and are entered into substantially simultaneously with such
         pledge;

                  (g) upon five Business Days' prior notice to Holdco, pursuant
         to the terms of any tender or exchange offer for Voting Securities of
         Holdco made pursuant to the applicable provisions of the Exchange Act
         or pursuant to any merger or consolidation of Holdco (but in the case
         of any tender or exchange offer, only so long as each Investor and
         Qualified Stockholder is at the time in substantial compliance with the
         provisions of Sections 3.01 and 3.05(c), whether or not bound by such
         provisions, and such tender or exchange offer is not materially related
         to any past noncompliance with such provisions by any Investor or
         Qualified Stockholder (whether or not bound by such provisions));

                  (h) a gift to a Charitable Transferee or Qualified Trust;
         provided, however, that (i) at the time of such gift, the Principal
         Investor and his Family Members constitute a sufficient number of the
         directors or



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                                                                              10

         trustees, as appropriate, of such Charitable Transferee or Qualified
         Trust to permit approval of matters by such Charitable Transferee or
         Qualified Trust without the approval of any other director or trustee
         of such Charitable Transferee or Qualified Trust and (ii) such
         Charitable Transferee or Qualified Trust is or simultaneously becomes a
         Qualified Stockholder (and Holdco agrees upon request to enter into an
         Investors' Agreement (No. 2) with such Charitable Transferee or
         Qualified Trust);

                  (i) to TCI Turner Preferred, Inc. ("TCITP") or its designee in
         accordance with the Stockholders' Agreement dated as of the same date
         as this Agreement among TCITP, Holdco and certain stockholders of
         Holdco; or

                  (j) to Holdco.

                  SECTION 3.03. Additional Agreements. None of the Investors may
(and each Investor shall cause its Affiliates and Associates that it controls,
and use reasonable efforts to cause its other Affiliates and Associates, not to)
(a) publicly request Holdco or any of its agents, directly or indirectly, to
amend or waive any provision of this Agreement or (b) knowingly take any action
that would reasonably be expected to require Holdco to make a public
announcement regarding the possibility of a transaction with such Investor.

                  SECTION 3.04. Board Representation. (a) Upon execution of this
Agreement, Holdco shall use reasonable efforts to cause to be elected to the
Board two persons designated by the Principal Investor who are Eligible Persons.
"Eligible Person" means (i) the Principal Investor and (ii) any other individual
(A) who is reasonably acceptable to the Board, (B) whose election to the Board
would not, in the opinion of counsel for Holdco, violate or be in conflict with,
or result in any material limitation on the ownership or operation of any
business or assets of Holdco or any of its subsidiaries under, any statute, law,
ordinance, regulation, rule, judgment, decree or order of any Governmental
Entity and (C) who has agreed in writing



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                                                                              11

with Holdco to comply with Section 3.01 and to resign as a director of Holdco if
requested to do so pursuant to this Section 3.04. With respect to each meeting
of stockholders of Holdco at which any designee of the Principal Investor on the
Board comes up for reelection, Holdco shall use reasonable efforts to cause such
designee (or another Eligible Person designated by the Principal Investor) to be
included in the list of candidates recommended by the Board for election to the
Board. Upon the death, resignation or removal of any designee of the Principal
Investor on the Board, Holdco shall use reasonable efforts to have the vacancy
thereby created filled with an Eligible Person designated by the Principal
Investor.

                  (b) Upon the Investors and (subject to Section 3.06) the
Qualified Stockholders, taken together, ceasing to own of record and
beneficially at least 50% of the Voting Securities of Holdco owned by the
Investors and the Qualified Stockholders, taken together, immediately following
the Mergers (appropriately adjusted for stock dividends, stock splits, reverse
stock splits and similar transactions), the number of persons that the Principal
Investor shall be entitled to designate for election to the Board shall be
reduced to one. If at such time there are two designees of the Principal
Investor on the Board, the Principal Investor shall specify which of such
designees shall continue to be entitled to the benefits of Section 3.04(a), and
the other designee shall thereafter cease to constitute a designee of the
Principal Investor for the purposes of Section 3.04(a) (and, if requested by
Holdco, such other designee shall resign from the Board).

                  (c) Upon (i) (A) the Investors and (subject to Section 3.06)
the Qualified Stockholders, taken together, ceasing to own of record and
beneficially at least one-third of the Voting Securities of Holdco owned by the
Investors and the Qualified Stockholders, taken together, immediately following
the Mergers (appropriately adjusted for stock dividends, stock splits, reverse
stock splits and similar transactions) and (B) the Principal Investor ceasing to
be an employee of Holdco or any subsidiary of Holdco, (ii) the death or
incapacity of the Principal Investor, (iii) the



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                                                                              12

wilful violation in any material respect of this Article by any Investor or (iv)
five business days' prior written notice of termination from the Principal
Investor, the number of persons that the Principal Investor shall be entitled to
designate for election to the Board shall be reduced to zero. At such time, if
requested by Holdco, each designee of the Principal Investor shall resign from
the Board.

                  (d) The right of the Principal Investor to membership on the
Board, as set forth in his employment agreement with Holdco to be entered into
at the Effective Time of the Mergers, is not in addition to his rights under
this Section 3.04.

                  (e) For the purposes of the calculations required by the first
sentence of Section 3.04(b) and by Section 3.04(c)(i)(A), any Exempt Stock (as
defined below) shall be excluded from the calculation of each of (i) the Voting
Securities of Holdco owned of record and beneficially by the Qualified
Stockholders on the date of such calculation and (ii) the Voting Securities of
Holdco owned by the Qualified Stockholders immediately following the Mergers.
"Exempt Stock" shall mean (A) any Holdco Common Stock acquired by any Qualified
Stockholder pursuant to the TBS Merger in exchange for Company Capital Stock
owned by such Qualified Stockholder on September 22, 1995, and (B) any Holdco
Common Stock acquired after the Effective Time of the Mergers by any Qualified
Stockholder other than pursuant to Section 3.02(h).

                  SECTION 3.05. Additional Covenants. (a) None of the Investors
shall permit any other Investor that is at any time after the date hereof a
wholly owned subsidiary of such Investor to cease to be a wholly owned
subsidiary of such Investor for so long as such other Investor owns any Voting
Securities of Holdco.

                  (b) None of the Investors shall permit any of its
subsidiaries, other than any such subsidiaries that are Investors, to hold,
directly or indirectly, any shares of Voting Securities of Holdco.


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                                                                              13

                  (c) Each Investor shall use reasonable efforts to cause each
of its officers, employees, agents and representatives not to take any action
that would be prohibited under Section 3.01 if taken by such Investor.

                  SECTION 3.06. Certain Special Provisions. If at any time the
Principal Investor and his Family Members cease to constitute a sufficient
number of the directors or trustees, as applicable, of any Qualified Stockholder
to permit approval of matters by such Qualified Stockholder without the approval
of any other director or trustee of such Qualified Stockholder, the Voting
Securities of Holdco held by such Qualified Stockholder shall thereafter be
deemed not to be owned of record and beneficially by such Qualified Stockholder
(or any Investor) for the purposes of Sections 3.04(b) and 3.04(c). The
Principal Investor shall be liable to Holdco under this Agreement for any
actions taken by any Qualified Stockholder that would have been violations of
Section 3.01, 3.03 or 3.05(c) had such Qualified Stockholder been bound by such
Sections.


                                   ARTICLE IV

                                  Miscellaneous

         SECTION 4.01. Termination. (a) The covenants and agreements of
the Investors in Sections 3.01, 3.03 and 3.05(c) shall terminate, except with
respect to liability for prior breaches thereof, upon the last to occur of (i)
the Principal Investor ceasing to be an employee of Holdco or any subsidiary of
Holdco, (ii) the Principal Investor ceasing to be a member of the Board, and
(iii) the Principal Investor ceasing pursuant to Section 3.04(c) to be entitled
to designate any Eligible Persons for election to the Board.

                  (b) The covenants and agreements of the Investors in Section
3.02 shall terminate, except with respect to liability for prior breaches
thereof, on the fifth anniversary of the Effective Time of the Mergers.



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                  (c) The covenants and agreements of Holdco in Section 3.04
shall terminate, except with respect to liability for prior breaches thereof,
upon the Principal Investor ceasing pursuant to Section 3.04(c) to be entitled
to designate any Eligible Persons for election to the Board.

                  (d) Without limiting Sections 4.01(a) and 4.01(b), the
covenants and agreements of the Investors in Article III shall terminate, except
with respect to liability for prior breaches thereof, if the Board does not (i)
on the date of execution of this Agreement, elect to the Board the two Eligible
Persons designated by the Principal Investor, (ii) recommend for election by the
stockholders of Holdco to the Board any Eligible Person designated by the
Principal Investor in accordance with Section 3.04 or (iii) reasonably promptly
after request from the Principal Investor, fill any vacancy created on the Board
upon the death, resignation or removal of any designee of the Principal Investor
on the Board with another Eligible Person designated by the Principal Investor,
in each case if the effect of such failure is that the Principal Investor does
not have the representation on the Board to which he is entitled under Section
3.04.

                  (e) The other covenants and agreements set forth in this
Agreement shall terminate, except with respect to liability for prior breaches
thereof, upon the later of (i) the termination of Section 3.01 pursuant to
Section 4.01(a) or 4.01(d) and (ii) the termination of Section 3.02 pursuant to
Section 4.01(b) or 4.01(d).

                  SECTION 4.02. Entire Agreement; Assignment. This Agreement (i)
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) except as provided in Section 3.02, shall not be assigned by operation
of law or otherwise without the prior written consent of the other parties. Any
person who agrees pursuant to Section 3.02 to become a party to this Agreement
as an Investor shall thereupon become, and have all the rights and obligations



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                                                                              15

of, an Investor hereunder. Any attempted assignment or transfer in violation of
this Section 4.02 shall be void and of no effect. Subject to the foregoing, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective estates, heirs, successors and assigns.

                  SECTION 4.03. Amendments; Waivers. This Agreement may not be
modified, amended, altered or supplemented, except upon the execution and
delivery of a written agreement executed by the parties hereto. The waiver by
any party of a breach of any provision of this Agreement shall not operate, or
be construed, as a waiver of any subsequent breach thereof.

                  SECTION 4.04. Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be deemed given
(i) on the first Business Day following the date received, if delivered
personally or by telecopy (with telephonic confirmation of receipt by the
addressee), (ii) on the Business Day following timely deposit with an overnight
courier service, if sent by overnight courier specifying next day delivery and
(iii) on the first Business Day that is at least five days following deposit in
the mails, if sent by first class mail, to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):

                             If to any Investor, to:

                                    R.E. Turner
                                    In care of Turner Broadcasting System,
                                    Inc.
                                    One CNN Center
                                    Box 105366
                                    Atlanta, GA 30348-5366
                                    Facsimile:  (404) 827-3000



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                                                                              16

                                    For Courier delivery:
                                    One CNN Center
                                    Atlanta, GA 30303

                                    Attention:  General Counsel

                                            If to Holdco, to:

                                    Time Warner Inc.
                                    75 Rockefeller Plaza
                                    New York, NY 10019
                                    Facsimile:  (212) 956-7281

                                    Attention:  General Counsel

                           with a copy (which shall not constitute
                           notice) to:

                                    Cravath, Swaine & Moore
                                    Worldwide Plaza
                                    825 Eighth Avenue
                                    New York, NY 10019
                                    Facsimile:  (212) 474-3700

                                    Attention:  Peter S. Wilson, Esq.

                  SECTION 4.05. Governing Law. This Agreement shall be governed
by and construed in accordance with the internal laws of the State of Delaware.

                  SECTION 4.06. Specific Performance. Each party recognizes and
acknowledges that a breach by it of Article III would cause the other parties to
sustain damages for which they would not have an adequate remedy at law for
money damages, and therefore each party agrees that in the event of any such
breach any of the other parties shall be entitled to seek the remedy of specific
performance of such Article III and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.

                  SECTION 4.07. Counterparts; Effectiveness. This Agreement may
be executed in two or more counterparts, all of which shall be considered one
and the same agreement, and



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                                                                              17

shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties.

                  SECTION 4.08. Descriptive Headings. The descriptive headings
used herein are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement.

                  SECTION 4.09. Severability. Whenever possible, each provision
or portion of any provision of this Agreement shall be interpreted in such
manner as to be effective but if any provision or portion of any provision of
this Agreement is held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provision or portion of any provision, and this Agreement will be reformed,
construed and enforced as if such invalid, illegal or unenforceable provision or
portion of any provision had never been contained herein. The parties shall
endeavor in good faith negotiations to replace any invalid, illegal or
unenforceable provision with a valid provision the effects of which come as
close as possible to those of such invalid, illegal or unenforceable provision.



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                                                                              18

                  SECTION 4.10. Attorneys' Fees. If any action at law or in
equity is necessary to enforce or interpret the terms of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements, in addition to any other relief to which such party may
be entitled.

                  IN WITNESS WHEREOF, Holdco and each Investor have caused this
Agreement to be duly executed as of the day and year first above written.

                                          TW INC.,


                                             by /s/ Thomas W. McEnerney
                                                ------------------------------
                                                Name:  Thomas W. McEnerney
                                                Title: Vice President

                                               /s/ R. E. Turner
                                               --------------------------------
                                               R. E. Turner


                                          TURNER OUTDOOR, INC.,


                                             by /s/ R. E. Turner
                                                ------------------------------
                                                Name:  R. E. Turner
                                                Title: President


                                          TURNER PARTNERS, L.P.,


                                             by /s/ R. E. Turner
                                                ------------------------------
                                                Name:  R. E. Turner
                                                Title: General Partner

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