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                                 AMENDMENT NO. 1

          AMENDMENT NO. 1 ("Amendment"), dated as of October 30, 1995, to that
certain Credit Agreement, dated as of June 30, 1995, among TIME WARNER
ENTERTAINMENT COMPANY, L.P., TIME WARNER ENTERTAINMENT-ADVANCE/NEWHOUSE
PARTNERSHIP and TWI CABLE INC., as Borrowers, CHEMICAL BANK, as Administrative
Agent, BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, THE BANK OF NEW
YORK and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation and
Syndication Agents, and the lenders party thereto (the "Credit Agreement").
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to those terms in the Credit Agreement.

                              W I T N E S S E T H:

          WHEREAS, the Borrowers and the Lenders wish to amend the Credit
Agreement as set forth herein;

          NOW, THEREFORE, it is agreed:

          SECTION 1. Amendments. The Credit Agreement shall be amended as
follows:

          1.01. Section 1.01 of the Credit Agreement shall be amended as
follows:

          (a) The definition of "Cash Balance" shall be amended by inserting the
following language after the word "Borrower" in clause (i) thereof: "(and, in
the case of TWI Cable, CVI)".

          (b) The definition of "Consolidated Net Income" shall be amended by
adding, after the words "the provisions of Section 6.06(a)" in clause (iii)
thereof, ", and, in the case of CVI during the Applicable Period, any agreement
or instrument governing the CVI Assumed Indebtedness".

          (c) The definition of "Credit Documents" shall be amended by replacing
the first "and" with "," and adding "and the CVI Guarantees" after the word
"Guarantees".






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            (d) The definition of "CVI" shall be amended by deleting the words
"and its Subsidiaries" and adding in its place "(including any successor thereto
by merger)".

            (e) The definition of "CVI Acquisition" shall be amended by adding
the words "and its Subsidiaries" after the words "acquisition of CVI".

            (f) The definition of "Gerry Acquisition" shall be amended by adding
", CVI" immediately following the word "TWEAN".

            (g) The definition of "Restricted Payment" shall be amended by
replacing the word "and" immediately before clause (d) thereof with "," and
adding the following before the period thereof:

            ", (e) during the Applicable Period, loans by TWI Cable to CVI (the
            'CVI Loans', the proceeds of which are to be used by CVI solely (x)
            to repay indebtedness assumed in connection with the CVI Acquisition
            and the Gerry Acquisition and to pay related fees and expenses and
            (y) for general corporate purposes (as defined in Section 4.05(e));
            and (f) any payments of principal and/or interest by CVI to TWI
            Cable with respect to the CVI Loans".

            (h) The definition of "TWI Cable" shall be amended by deleting it in
its entirety and replacing it with the following:

                  "TWI Cable" shall mean (i) before the Stock Contribution, the
            Person defined as such in the first paragraph hereof and (ii) from
            and after the Stock Contribution, the Person currently known as CVI,
            which shall assume, simultaneously with such contribution, on terms
            reasonably satisfactory to the Administrative Agent, all of the
            rights, obligations and liabilities of the Person described in
            clause (i) under the Credit Documents.

            (i)  The following definitions shall be added:

                  "Applicable Period" shall have the meaning
            provided in Section 9.15(d).







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                  "CVI Guarantee" shall mean a guarantee, pursuant to Section
            3.02(e), by CVI and certain of its Subsidiaries of all of TWI
            Cable's obligations under the Credit Documents, which guarantee is
            substantially in the form attached hereto as Exhibit
            G-6.

                  "CVI Loans" shall have the meaning provided in
            the definition of "Restricted Payments".

                  "Stock Contribution" shall mean the contribution by TWI of all
            of the outstanding Capital Stock of TWI Cable to CVI, which shall
            assume, simultaneously with such contribution, all of TWI Cable's
            rights, obligations and liabilities under the Credit Documents.

          1.02. Section 3.02(a)(i) of the Credit Agreement shall be amended by
adding, after the words "each Acquiring Borrower" in clause (2) thereof, "(or in
the case of the CVI Acquisition, CVI)."

          1.03. Section 3.02(e) of the Credit Agreement shall be amended by
deleting it in its entirety and replacing it with the following:

                  "(e) Guarantees. CVI and each Person that will become a
            Subsidiary of CVI upon consummation of the CVI Acquisition and the
            Gerry Acquisition shall have executed and delivered a CVI Guarantee;
            provided, however, that no such Person (other than CVI) having,
            directly or indirectly, less than 20,000 subscribers shall be
            required to deliver a CVI Guarantee if Subsidiaries of CVI that
            deliver a CVI Subsidiary Guarantee collectively shall own more than
            85% of all of the subscribers of CVI. Each CVI Guarantee shall be in
            full force and effect."

          1.04. Section 3.02 of the Credit Agreement shall be amended by adding
the following at the end thereof:

                  "(g) CVI Acquisition. In the case of the CVI Acquisition, (i)
            after giving effect thereto, CVI shall be a wholly owned direct or
            indirect Subsidiary of TWI and (ii) the Administrative Agent shall
            have received reasonably satisfactory evidence of compliance with
            the indentures relating to CVI's 9 1/4% Senior Debentures due 2008
            and 10 3/4% Senior Notes due 2002."






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                                      -4-


          1.05. Section 4.05(c) of the Credit Agreement shall be amended by (a)
replacing the word "and" at the end of clause (ii) thereof with "," and (b)
adding at the end of clause (iii) thereof the following language: "and (iv) to
make loans to CVI, the proceeds of which loans shall be used by CVI for the
purposes described in clauses (i)-(iii) of this Section 4.05(c)".

            1.06. Section 4.21(a) of the Credit Agreement shall be amended by
deleting, from the second sentence thereof, "On and after the closing of the CVI
Acquisition," and adding the following in its place:

            "During the Applicable Period, the Subsidiaries of CVI that have not
            delivered a CVI Guarantee have less than 15% of the subscribers of
            CVI in the aggregate; after the Applicable Period,".

            1.07. Section 5.12 of the Credit Agreement shall be amended by (a)
replacing the word "or" at the end of clause (ii) of the proviso of the first
sentence thereof with ","; (b) adding at the end of clause (iii) of the proviso
of the first sentence thereof the following language: "or (iv) CVI and, prior to
the consummation of the Stock Contribution, any Subsidiary of CVI"; and (c)
adding the following before the last sentence thereof:

            "Simultaneously with or promptly after the consummation of the Stock
            Contribution, each Subsidiary of CVI shall execute and deliver to
            the Lenders a Subsidiary Guarantee to the extent necessary to make
            the representation and warranty in Section 4.21(a) true and correct;
            upon such execution and delivery, each CVI Guarantee shall be
            automatically released."

            1.08. Section 6.04(a)(v) of the Credit Agreement shall be amended by
deleting "and (2)" and adding in its place "(2) the CVI Loans and (3)".

            1.09. Section 6.07 of the Credit Agreement shall be amended by
replacing the word "and" at the end of clause (v) thereof with "," and adding,
at the end of clause (vi) thereof, "and (vii) the CVI Loans and the CVI
Guarantees".

            1.10. Section 7.03 of the Credit Agreement shall be amended by
adding, after the words "contained in this







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                                      -5-

Agreement" in clause (b) thereof, "or in Section 1(b) or (c) of any CVI
Guarantee".

            1.11. Section 7.08 of the Credit Agreement shall be amended by
adding the following at the end thereof: "at any time during the Applicable
Period, CVI shall cease to be a direct or indirect Wholly Owned Subsidiary of
TWI; or".

            1.12. Section 7.12 of the Credit Agreement shall be amended by
adding "(i)" before the first sentence thereof and adding the following after
the semicolon thereof:

                  " or (ii) At any time during the Applicable Period, any CVI
            Guarantee shall cease to be in full force and effect, or CVI or any
            of its Subsidiaries shall disavow its obligations under its CVI
            Guarantee; or".

          1.13. Article VII of the Credit Agreement shall be amended by adding
the following after the end of Section 7.12:

                  "SECTION 7.13. Stock Contribution. The Stock Contribution
            shall not have been effected within five (5) Business Days (or such
            later date as shall be reasonably consented to by the Administrative
            Agent but in any event not later than 30 days) after TWI shall
            become aware that all legal impediments to the Stock Contribution
            have been removed or lifted;".

          1.14. Section 9.15 of the Credit Agreement shall be amended by adding
the following at the end thereof:

                  "(d) From and after the closing of the CVI Acquisition and
            until the Stock Contribution and the assumption by CVI of all of TWI
            Cable's rights, obligations and liabilities under the Credit
            Documents as contemplated by the definition of "TWI Cable" (the
            "Applicable Period"), CVI and its Subsidiaries shall be treated as
            Restricted Subsidiaries of TWI Cable for all purposes under this
            Agreement unless the context specifically requires otherwise."

          1.15. Annex I hereto shall be attached to the Credit Agreement as
Exhibit G-6.

            SECTION 2. Representations and Warranties and Agreements. In order
to induce the Lenders to enter into this







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                                      -6-

Amendment, each of the Borrowers makes the following representations, warranties
and agreements to each of the Lenders:

          2.01. No Default. No Default or Event of Default has occurred and is
continuing.

          2.02. Representations and Warranties. All of the representations and
warranties in the Credit Documents, after giving effect to this Amendment, are
true, correct and accurate in all material respects on and as of the date
hereof, except to the extent that such representations and warranties expressly
relate to an earlier date.

          2.03. Agreement. Each of the Borrowers agrees to use its reasonable
best efforts to have all legal impediments to the Stock Contribution removed or
lifted as soon as practicable.

          SECTION 3. Conditions. The effectiveness of this Amendment is subject
to the satisfaction of each of the following conditions:

          3.01. Execution. The Administrative Agent shall have received duly
executed counterparts hereof from (i) each of the Borrowers and (ii) the Lenders
constituting the Required Lenders.

          3.02. Representations and Warranties. All of the representations and
warranties of the Borrowers in Sections 2.01 and 2.02 hereof shall be true and
correct.

          3.03. Officers' Certificate. The Administrative Agent shall have
received an Officers' Certificate to the effect that all of the conditions in
this Section 3 are satisfied.

            SECTION 4.  Miscellaneous.

            4.01. Amendment Limited. All terms, provisions, covenants,
representations, warranties, agreements and conditions contained in the Credit
Agreement shall remain in full force and effect except as expressly contemplated
herein and shall not otherwise be deemed waived, modified or amended hereby.

          4.02. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties






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                                      -7-



hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all of such counterparts together shall
constitute one and the same agreement.

          4.03. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York without regard
to its principles of conflicts of law.

          4.04. Headings. Headings have been inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Amendment.







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            IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.

                                    TIME WARNER ENTERTAINMENT
                                    COMPANY, L.P.



                                    By: /s/ Richard J. Bressler
                                        ________________________________________
                                        Name:
                                        Title: Senior Vice President & Chief
                                               Financial Officer


                                    TIME WARNER ENTERTAINMENT-
                                    ADVANCE/NEWHOUSE PARTNERSHIP

                                    By:   TIME WARNER ENTERTAINMENT
                                          COMPANY, L.P.,
                                          Managing Partner



                                    By: /s/ Richard J. Bressler
                                        ________________________________________
                                        Name:
                                        Title: Senior Vice President & Chief
                                               Financial Officer


                                    TWI CABLE INC.



                                    By: /s/ Richard J. Bressler
                                        ________________________________________
                                        Name:
                                        Title: Vice President







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Signature pages for the Banks that are Parties to Amendment No. 1 to the TWE
Credit Agreement have been omitted.





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