<PAGE>

                                                                   EXHIBIT 10.35

                                                                  EXECUTION COPY
================================================================================

                                CREDIT AGREEMENT

                                   Dated as of

                                December 9, 2003

                                      Among

                             TIME WARNER CABLE INC.,

                    TIME WARNER ENTERTAINMENT COMPANY, L.P.,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

       CITICORP NORTH AMERICA, INC. AND DEUTSCHE BANK AG, NEW YORK BRANCH
                            as Co-Syndication Agents,

                                       and

                       ABN AMRO BANK N.V. AND BNP PARIBAS,
                           as Co-Documentation Agents

               $2,000,000,000 FIVE-YEAR REVOLVING CREDIT FACILITY

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

         J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC.

                  as Joint-Lead Arrangers and Joint Bookrunners

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                              PAGE
<S>                                                                                           <C>
ARTICLE I Definitions.....................................................................      1

         SECTION 1.01. Defined Terms......................................................      1
         SECTION 1.02. Classification of Loans and Borrowings.............................     19
         SECTION 1.03. Terms Generally....................................................     19
         SECTION 1.04. Accounting Terms; GAAP.............................................     19

ARTICLE II The Credits....................................................................     20

         SECTION 2.01. Commitments........................................................     20
         SECTION 2.02. Loans and Borrowings...............................................     20
         SECTION 2.03. Requests for Revolving Borrowings..................................     20
         SECTION 2.04. Swingline Loans....................................................     21
         SECTION 2.05. Letters of Credit..................................................     22
         SECTION 2.06. Funding of Borrowings..............................................     25
         SECTION 2.07. Interest Elections.................................................     26
         SECTION 2.08. Termination and Reduction of Commitments...........................     27
         SECTION 2.09. Repayment of Loans; Evidence of Debt...............................     28
         SECTION 2.10. Prepayment of Loans................................................     28
         SECTION 2.11. Fees...............................................................     29
         SECTION 2.12. Interest...........................................................     30
         SECTION 2.13. Alternate Rate of Interest.........................................     31
         SECTION 2.14. Increased Costs....................................................     31
         SECTION 2.15. Break Funding Payments.............................................     32
         SECTION 2.16. Taxes..............................................................     33
         SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.........     34
         SECTION 2.18. Mitigation Obligations; Replacement of Lenders.....................     36

ARTICLE III Representations and Warranties................................................     36

         SECTION 3.01. Organization; Powers...............................................     36
         SECTION 3.02. Authorization; Enforceability......................................     37
         SECTION 3.03. Governmental Approvals; No Conflicts...............................     37
         SECTION 3.04. Financial Condition; No Material Adverse Change....................     37
         SECTION 3.05. Properties.........................................................     38
         SECTION 3.06. Litigation and Environmental Matters...............................     38
         SECTION 3.07. Compliance with Laws and Agreements................................     38
         SECTION 3.08. Government Regulation..............................................     39
         SECTION 3.09. Taxes..............................................................     39
         SECTION 3.10. ERISA..............................................................     39
         SECTION 3.11. Disclosure.........................................................     39

ARTICLE IV Conditions.....................................................................     39

         SECTION 4.01. Effective Date.....................................................     39
         SECTION 4.02. Each Credit Event..................................................     40
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                                            <C>
ARTICLE V Affirmative Covenants...........................................................     41

         SECTION 5.01. Financial Statements and Other Information.........................     41
         SECTION 5.02. Notices of Material Events.........................................     43
         SECTION 5.03. Existence; Conduct of Business.....................................     43
         SECTION 5.04. Payment of Obligations.............................................     43
         SECTION 5.05. Maintenance of Properties; Insurance...............................     43
         SECTION 5.06. Books and Records; Inspection Rights...............................     44
         SECTION 5.07. Compliance with Laws...............................................     44
         SECTION 5.08. Use of Proceeds....................................................     44
         SECTION 5.09. Fiscal Periods; Accounting.........................................     44

ARTICLE VI Negative Covenants.............................................................     44

         SECTION 6.01. Financial Covenants................................................     45
         SECTION 6.02. Indebtedness.......................................................     45
         SECTION 6.03. Liens..............................................................     46
         SECTION 6.04. Mergers, Etc.......................................................     47
         SECTION 6.05. Investments........................................................     47
         SECTION 6.06. Restricted Payments................................................     47
         SECTION 6.07. Transactions with Affiliates.......................................     47
         SECTION 6.08. Unrestricted Subsidiaries..........................................     47

ARTICLE VII Events of Default.............................................................     48


ARTICLE VIII The Agents...................................................................     50


ARTICLE IX Miscellaneous..................................................................     53

         SECTION 9.01. Notices............................................................     53
         SECTION 9.02. Waivers; Amendments................................................     53
         SECTION 9.03. Expenses; Indemnity; Damage Waiver.................................     54
         SECTION 9.04. Successors and Assigns.............................................     55
         SECTION 9.05. Survival...........................................................     58
         SECTION 9.06. Counterparts; Integration; Effectiveness...........................     58
         SECTION 9.07. Severability.......................................................     58
         SECTION 9.08. Right of Setoff....................................................     59
         SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.........     59
         SECTION 9.10. WAIVER OF JURY TRIAL...............................................     59
         SECTION 9.11. Headings...........................................................     60
         SECTION 9.12. Confidentiality....................................................     60
         SECTION 9.13. Acknowledgements...................................................     60
         SECTION 9.14. Supplemental Guarantees............................................     61
</TABLE>

                                       ii
<PAGE>

SCHEDULES:

Schedule 2.01 - Commitments
Schedule 2.03(A) - Borrowing Notice/Interest Election Notice/Prepayment Notice
Schedule 2.03(B) - Authorized Account Numbers & Locations
Schedule 6.08 - Unrestricted Subsidiaries
Schedule 8 - List of Proper Persons

EXHIBITS:

Exhibit A - Form of Assignment and Acceptance
Exhibit B - Form of Primary Guarantee
Exhibit C - Form of Supplemental Guarantee

                                      iii
<PAGE>

                  FIVE-YEAR CREDIT AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this "Agreement") dated as of December 9,
2003 among TIME WARNER CABLE INC., a Delaware corporation ("TWC"), TIME WARNER
ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE"), the several
banks and other financial institutions from time to time parties to this
Agreement (the "Lenders"), CITICORP NORTH AMERICA, INC. and DEUTSCHE BANK AG,
NEW YORK BRANCH, as co-syndication agents (in such capacity, the "Co-Syndication
Agents"), ABN AMRO BANK N.V. and BNP PARIBAS, as co-documentation agents (in
such capacity, the "Co-Documentation Agents") and JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H:

                  WHEREAS, TWC and TWE have requested the Lenders to make loans
and other extensions of credit to them in an aggregate amount of up to
$2,000,000,000 as more particularly described herein;

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

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

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

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

                  "Adjusted Financial Statements" means, for any period, (a) the
balance sheet of TWC and its Restricted Subsidiaries (treating Unrestricted
Subsidiaries as equity investments of TWC to the extent that such Unrestricted
Subsidiaries would not otherwise be treated as equity investments of TWC 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 TWC to the extent
that such Unrestricted Subsidiaries would not otherwise be treated as equity
investments of TWC in accordance with GAAP).

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

<PAGE>

                                                                               2

                  "Administrative Agent" means JPMorgan Chase 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, with respect to each
Lender, an Administrative Questionnaire in a form supplied by the Administrative
Agent.

                  "Affiliate" means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified;
provided, that two or more Persons shall not be deemed Affiliates because an
individual is a director and/or officer of each such Person.

                  "Agents" means the Co-Syndication Agents, the Co-Documentation
Agents and the Administrative Agent.

                  "Alternate Base Rate" means, for any day, a rate per annum
equal to the greater of (a) the Prime Rate in effect on such day and (b) the
Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in
the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.

                  "Applicable Percentage" means, with respect to any Lender, the
percentage of the sum total of the Commitments which is represented by such
Lender's Commitment. If all 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 the
Facility Fee payable hereunder the applicable rate per annum set forth below
expressed in Basis Points under the caption "Facility Fee Rate" based upon the
senior unsecured long-term debt credit rating assigned by Moody's and S&P,
respectively, applicable on such date to TWE (or, at any time after Moody's or
S&P has assigned a rating to the senior unsecured long-term debt of TWC, TWC),
and with respect to any Eurodollar Loan, the applicable rate per annum set forth
below expressed in Basis Points under the caption "Eurodollar Loan Spread" based
upon the senior unsecured long-term debt credit rating (or an equivalent
thereof) (in each case, a "Rating") assigned by Moody's and S&P, respectively,
applicable on such date to TWE (or, at any time after Moody's or S&P has
assigned a rating to the senior unsecured long-term debt of TWC, TWC):

<TABLE>
<CAPTION>
   RATINGS               EURODOLLAR LOAN           FACILITY FEE
S&P / MOODY'S                SPREAD                    RATE
-------------            ---------------           ------------
<S>                      <C>                       <C>
 Category A
  A / A2                      36.0                      9.0

 Category B
   A- / A3                    40.0                     10.0

 Category C
 BBB+ / Baa1                  50.0                     12.5
</TABLE>

<PAGE>

                                                                               3

<TABLE>
<S>                               <C>                      <C>
     Category D                   60.0                     15.0
     BBB / Baa2

     Category E
     BBB- / Baa3                  67.5                     20.0

     Category F
Lower than BBB- /Baa3             95.0                     30.0
</TABLE>

                  For purposes of determining the Applicable Rate (A) if either
Moody's or S&P shall not have in effect a relevant Rating (other than by reason
of the circumstances referred to in clause (C) of this definition), then the
Rating assigned by the other rating agency shall be used; (B) if the relevant
Ratings assigned by Moody's and S&P shall fall within different Categories, the
Applicable Rate shall be based on the higher of the two Ratings unless one of
the two Ratings is two or more Categories lower than the other, in which case
the Applicable Rate shall be determined by reference to the Category next below
that of the higher of the two ratings; (C) if either rating agency shall cease
to assign a relevant Rating solely because TWE (or, at any time after Moody's or
S&P has assigned a rating to the senior unsecured long-term debt of TWC, TWC)
elects not to participate or otherwise cooperate in the ratings process of such
rating agency, the Applicable Rate shall not be less than that in effect
immediately before such rating agency's Rating for such Borrower became
unavailable; and (D) if the relevant Ratings assigned by Moody's or S&P shall be
changed (other than as a result of a change in the rating system of Moody's or
S&P, but including as a result of the announcement of an initial Rating with
respect to TWC's senior unsecured long-term debt), such change shall be
effective as of the date on which it is first announced by the applicable rating
agency. Each change in the Applicable Rate shall apply during the period
commencing on the effective date of such change and ending on the date
immediately preceding the effective date of the next such change. If the rating
system of Moody's or S&P shall change, or if either such rating agency shall
cease to be in the business of rating corporate debt obligations, TWC 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.

                  "Arrangers" means J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc.


                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 9.04), and accepted by the Administrative Agent,
in substantially the form of Exhibit A.

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

                  "Basis Point" means 1/100th of 1%.

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

<PAGE>

                                                                               4

                  "Borrower" means each of TWC and TWE.

                  "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 a Borrower for a
Borrowing in accordance with Section 2.03.

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term "Business Day" shall also exclude any day on which
banks are not open for dealings in Dollar deposits in the London interbank
market.

                  "Capital Lease Obligations" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

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

                  "Cash Equivalents" means (a) securities issued or directly and
fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States is pledged in support thereof) that (i) have maturities of not more than
six months from the date of acquisition thereof or (ii) are subject to a
repurchase agreement with an institution described in clause (b)(i) or (ii)
below exercisable within six months from the date of acquisition thereof, (b)
U.S. Dollar-denominated and Eurodollar time deposits, certificates of deposit
and bankers' acceptances of (i) any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (ii) any bank
whose short-term commercial paper rating from S&P is at least A-2 or the
equivalent thereof, from Moody's is at least P-2 or the equivalent thereof or
from Fitch is at least F-2 or the equivalent thereof (any such bank, an
"Approved Lender"), in each case with maturities of not more than six months
from the date of acquisition thereof, (c) commercial paper and variable and
fixed rate notes issued by any Lender or Approved Lender or by the parent
company of any Lender or Approved Lender and commercial paper, auction rate
notes and variable rate notes issued by, or guaranteed by, any industrial or
financial company with a short-term commercial paper rating of at least A-2 or
the equivalent thereof by S&P or at least P-2 or the equivalent thereof by
Moody's or at least F-2 or the equivalent thereof by Fitch, and in each case
maturing within six months after the date of acquisition thereof, (d) securities
with maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by any
political subdivision or taxing authority of any such state, commonwealth
<PAGE>

                                                                               5

or territory or by any foreign government, the securities of which state,
commonwealth, territory, political subdivision, taxing authority or foreign
government (as the case may be) are rated at least A by S&P or A by Moody's, (e)
securities with maturities of six months or less from the date of acquisition
backed by standby letters of credit issued by any Lender or any commercial bank
satisfying the requirements of clause (b) of this definition, (f) tax-exempt
commercial paper of U.S. municipal, state or local governments rated at least
A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof
by Moody's or at least F-2 or the equivalent thereof by Fitch and maturing
within six months after the date of acquisition thereof, (g) shares of money
market mutual or similar funds sponsored by any registered broker dealer or
mutual fund distributor, (h) repurchase obligations entered into with any bank
meeting the qualifications of clause (b) above or any registered broker dealer
whose short-term commercial paper rating from S&P is at least A-2 or the
equivalent thereof or from Moody's is at least P-2 or the equivalent thereof or
from Fitch is at least F-2 or the equivalent thereof, having a term of not more
than 30 days, with respect to securities issued or fully guaranteed or insured
by the United States government or residential whole loan mortgages, and (i)
demand deposit accounts maintained in the ordinary course of business.

                  "Change in Control" means (a) a Person or "group" (within the
meaning of Section 13(d) and 14(d) of the Exchange Act) other than Time Warner
and/or its Subsidiaries acquiring or having beneficial ownership (it being
understood that a tender of shares or other equity interests shall not be deemed
acquired or giving beneficial ownership until such shares or other equity
interests shall have been accepted for payment) of securities (or options to
purchase securities) having a majority or more of the ordinary voting power of
TWC (including options to acquire such voting power), (b) persons who are
directors of TWC as of the date hereof or persons designated or approved by such
directors ceasing to constitute a majority of the board of directors of TWC, or
(c) TWC ceasing to own and control of record and beneficially securities (or
options to purchase securities) representing at least 51% of the ordinary voting
power of TWE (including options to acquire such voting power).

                  "Change in Law" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or,
for purposes of Section 2.14(b), by any lending office of such Lender or by such
Lender's holding company, if any) with any request, guideline or directive of
any Governmental Authority made or issued after the date of this Agreement.

                  "Co-Documentation Agents" has the meaning set forth in the
preamble hereto.

                  "Co-Syndication Agents" has the meaning set forth in the
preamble hereto.

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

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and/or to acquire
participations in Swingline Loans and Letters of Credit hereunder, expressed as
an amount representing the maximum aggregate permitted amount of such Lender's
Revolving Credit Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 or Section 2.18 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.04. The amount of each Lender's Commitment as of the
Effective Date is set forth on Schedule 2.01, or

<PAGE>

                                                                               6

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
fifth anniversary of the Effective Date; provided that if such day is not a
Business Day, then the immediately preceding Business Day and (b) the date on
which the Commitments shall terminate in their entirety 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 Revolving Credit Exposure of the Lenders under both of the
Revolving Facilities (as modified or replaced from time to time) then in effect
in the aggregate, and (b) the denominator of which is the sum of the aggregate
amount of the Commitments of the Lenders then in effect under both of the
Revolving Facilities (as modified or replaced from time to time) then in effect
in the aggregate; provided that on any day subsequent to the Initial Maturity
Date (as defined in the 364-Day Credit Agreement), if TWC has delivered a Term
Out Notice pursuant to Section 2.09(f) of the 364-Day Credit Agreement, the
aggregate amount of the Commitments of the Lenders under the 364-Day Credit
Agreement for purposes of this definition shall be the aggregate amount of the
outstanding Revolving Credit Exposure of the Lenders thereunder on the date of
calculation.

                  "Companies" means each of the Borrowers and their respective
Restricted Subsidiaries, collectively; and "Company" means any of them.

                  "Conduit Lender" means any special purpose corporation
organized and administered by any Lender for the purpose of making Loans
otherwise required to be made by such Lender and designated by such Lender in a
written instrument, subject to the consent of TWC (which consent shall not be
unreasonably withheld); provided, that the designation by any Lender of a
Conduit Lender shall not relieve the designating Lender of any of its
obligations to fund a Loan under this Agreement if, for any reason, its Conduit
Lender fails to fund any such Loan, and the designating Lender (and not the
Conduit Lender) shall have the sole right and responsibility to deliver all
consents and waivers required or requested under this Agreement with respect to
its Conduit Lender, and provided, further, that no Conduit Lender shall (a) be
entitled to receive any greater amount pursuant to Section 2.14, 2.15, 2.16 or
9.03 than the designating Lender would have been entitled to receive in respect
of the Loans made by such Conduit Lender or (b) be deemed to have any
Commitment. The making of a Loan by a Conduit Lender hereunder shall utilize the
Commitment of a designating Lender to the same extent, and as if, such Loan were
made by such designating Lender.

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income of TWC and its Restricted Subsidiaries for such period plus, without
duplication and to the extent reflected as a charge in the statement of such
Consolidated Net Income of TWC and its Restricted Subsidiaries for such period,
the sum of (a) income tax expense, (b) interest expense, amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and
other fees and charges associated with Indebtedness (including the Loans), (c)
depreciation and amortization expense (excluding amortization of film inventory
that does not constitute amortization of purchase price amortization), (d)
amortization of intangibles (including, but not limited to, goodwill) and
organization costs (excluding amortization of film inventory that does not
constitute amortization of purchase price amortization), (e) any extraordinary,
unusual or

<PAGE>

                                                                               7

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 TWC, 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 Interest Coverage Ratio" means, for any period,
the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated
Interest Expense for such period.

                  "Consolidated Interest Expense" means, for any period, total
cash interest expense (including that attributable to Capital Lease Obligations)
of TWC and its Restricted Subsidiaries for such period with respect to all
outstanding Indebtedness of TWC and its Restricted Subsidiaries (other than the
amount amortized during such period in respect of all fees paid in connection
with the incurrence of such Indebtedness), such expense to be determined on a
consolidated basis in accordance with GAAP.

                  "Consolidated Leverage Ratio" means, as at the last day of any
period, the ratio of (a) Consolidated Total Debt on such day to (b) Consolidated
EBITDA for such period.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (or loss) of TWC and its consolidated Subsidiaries,
determined on a consolidated basis in accordance with GAAP; provided that there
shall be excluded, without duplication (a) the income (or deficit) of any Person
accrued prior to the date it becomes a Subsidiary of TWC or is merged into or
consolidated with TWC or any of its Subsidiaries or that such Person's assets
are acquired by TWC or any of its Subsidiaries, (b) the income (or deficit) of
any Person (other than a Restricted Subsidiary) in which TWC or any of its
Subsidiaries has an ownership interest, except to the extent that any such
income is actually received by TWC or its Restricted Subsidiary in the form of
dividends or similar distributions and (c) the undistributed earnings of any
Subsidiary of TWC 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 TWC shall not be excluded by reason of this clause (c) so
long as such Subsidiary guarantees the Obligations.

                  "Consolidated Total Assets" means, at any date, all amounts
that would, in conformity with GAAP, be included on a consolidated balance sheet
of TWC and its Subsidiaries under total assets at such date; provided that such
amounts shall be calculated in accordance with Section 1.04.

                  "Consolidated Total Debt" means, at any date, the aggregate
principal amount of Indebtedness of TWC and its Restricted Subsidiaries minus
(a) the aggregate principal amount of any such Indebtedness that is payable
either by its terms or at the election of the obligor in equity securities of
TWC or the proceeds of options in respect of such equity securities and (b) the
aggregate amount of cash and Cash Equivalents held by TWC or any of its
Restricted

<PAGE>

                                                                               8

Subsidiaries in excess of $25,000,000, all determined on a consolidated basis in
accordance with GAAP.

                  "Control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. "Controlling" and "Controlled" have meanings correlative thereto.

                  "Copyright Liens" means any Liens granted by any 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
such Borrower or Subsidiary to future payments in respect of such movies or
other programming and which contractual rights to future payments are to be
transferred by such Borrower or Subsidiary to a special purpose Subsidiary of
such 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, the Guarantees and
each Note.

                  "Credit Parties" means the Borrowers and the Supplemental
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 or issue any Letter of Credit required to be made or issued by it in
accordance with the terms and conditions of this Agreement.

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

                  "Effective Date" means the date on which the conditions
specified in Section 4.01 are satisfied (or waived in accordance with Section
9.02), which date is December 9, 2003.

                  "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 any Borrower or any of its
Subsidiaries directly or indirectly resulting from or based upon (a) a violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) the exposure to
any Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any

<PAGE>

                                                                               9

contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

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

                  "ERISA Affiliate" means, with respect to any Borrower, any
trade or business (whether or not incorporated) that, together with such
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 Borrower or any of its ERISA
Affiliates of any unfunded liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by any Borrower or any ERISA Affiliate
from the PBGC or a Plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f)
the incurrence by any Borrower or any of its ERISA Affiliates of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer Plan; (g) the receipt by any Borrower or any ERISA Affiliate of
any notice concerning the imposition on such entity of Withdrawal Liability or a
determination that a Multiemployer Plan with respect to which such entity is
obligated to contribute or is otherwise liable is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h)
the occurrence, with respect to a Plan or a Multiemployer Plan, of a nonexempt
"prohibited transaction" (within the meaning of Section 4975 of the Code or
Section 406 of ERISA) which could reasonably be expected to result in liability
to a Borrower.

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

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

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

                  "Excluded Taxes" means, with respect to the Administrative
Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of any Credit Party hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States or any similar tax imposed by any other jurisdiction described
in clause (a) above, (c) in the case of a Foreign Lender (other than an assignee
pursuant to a request by TWC under Section 2.18(b)), any withholding tax that
(i) is imposed on amounts payable to such Foreign Lender at the time such
Foreign Lender becomes a party to this Agreement or designates a new lending
office or (ii)

<PAGE>

                                                                              10

is attributable to such Foreign Lender's failure or inability to comply with
Section 2.16(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of such designation of a new lending office or
assignment, to receive additional amounts from such Credit Party with respect to
such withholding tax pursuant to Section 2.16(a) and (d) in the case of a Lender
that is a U.S. Person, any withholding tax that is attributable to the Lender's
failure to comply with Section 2.16(f).

                  "Existing 364-Day Agreement" means the Amended and Restated
364-Day Credit Agreement, dated as of July 8, 2002 and amended and restated as
of March 31, 2003, among TWC, TWE, the lenders referred to therein, Bank of
America, N.A. and Citibank, N.A., as co-syndication Agents, ABN AMRO Bank N.V.
and BNP Paribas, as co-documentation Agents, and JPMorgan Chase Bank, as
administrative agent, as amended, supplemented or otherwise modified from time
to time.

                  "Existing Term Loan Agreement" means the Term Loan Agreement,
dated as of March 31, 2003, among TWC, the lenders party thereto and Citicorp
North America, Inc. and Deutsche Bank, AG, New York Branch, as co-administrative
agents thereunder, as amended, supplemented or otherwise modified from time to
time.

                  "Facilities" means the credit facilities extended pursuant to
this Agreement, the 364-Day Credit Agreement and the Three-Year Credit
Agreement.

                  "Facility Fee" has the meaning assigned to such term in
Section 2.11(a).

                  "Federal Funds Effective Rate" means, for any day, the
weighted average (rounded upwards, if necessary, to the next Basis Point) of the
rates on overnight Federal funds transactions with members of the United States
Federal Reserve System arranged by Federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next Basis Point) of the quotations for
such day for such transactions received by the Administrative Agent from three
Federal funds brokers of recognized standing selected by it.

                  "Financial Officer" means, with respect to any Person, the
chief financial officer, principal accounting officer, treasurer or controller
of such Person.

                  "Fitch" means Fitch, Inc.

                  "Foreign Lender" means any Lender that is organized under the
laws of a jurisdiction other than that in which the applicable 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.

<PAGE>

                                                                              11

                  "GAAP" means generally accepted accounting principles in the
United States.

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

                  "Guarantees" means, collectively, the Primary Guarantee and
the Supplemental Guarantee.

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

                  "Guaranteed Percentage" means with respect to any Supplemental
Guarantor, the percentage of the Obligations of TWE being guaranteed by such
Supplemental Guarantor, with the Guaranteed Percentage of each Supplemental
Guarantor being as follows: Warner Communications Inc.: 59.27%; American
Television and Communications Corporation: 40.73%; provided that the Guaranteed
Percentage of any Supplemental Guarantor may be changed by TWE from time to time
by written notice to the Administrative Agent in connection with the merger or
consolidation of such Supplemental Guarantor; provided further that at all times
the sum of the Guaranteed Percentages of all Supplemental Guarantors shall equal
100%.

                  "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

<PAGE>

                                                                              12

another Person's satisfactory provision of services or products), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien
(other than Copyright Liens or Liens on interests or Investments in Unrestricted
Subsidiaries) on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed (but only to the extent of the
lesser of the fair market value of the property subject to such Lien and the
amount of such Indebtedness), (g) all Guarantee Obligations of such Person with
respect to Indebtedness of others (except to the extent that such Guarantee
Obligation guarantees Indebtedness of a Restricted Subsidiary), (h) all Capital
Lease Obligations of such Person, (i) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit (but only to
the extent of all drafts drawn thereunder) and (j) all obligations, contingent
or otherwise, of such Person in respect of bankers' acceptances. Notwithstanding
the foregoing, Indebtedness shall not include (i) any obligation of such Person
to guarantee performance of, or enter into indemnification agreements with
respect to, obligations, entered into in the ordinary course of business, under
any and all Franchises, leases, performance bonds, franchise bonds and
obligations to reimburse drawings under letters of credit issued in lieu of
performance or franchise bonds or (ii) obligations to make Tax 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 a Borrower to
convert or continue a Revolving Borrowing in accordance with Section 2.07.

                  "Interest Payment Date" means (a) with respect to any ABR
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
that is three months, or a whole multiple thereof, after the first day of such
Interest Period and the last day of such Interest Period.

                  "Interest Period" means with respect to any Eurodollar
Borrowing the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is (a) one, two, three
or six months (or, with the consent of each Lender, a shorter period)
thereafter, as the applicable Borrower may elect or (b) one month thereafter, if
the applicable Borrower has made no election, provided, that (i) if any Interest
Period would end on a day other than a Business Day, such Interest Period shall
be extended to the next succeeding Business Day unless such next succeeding
Business Day would fall in the next calendar month, in which case such Interest
Period shall end on the next preceding Business Day and (ii) any Interest Period
pertaining to such a Borrowing that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the last calendar month of such Interest Period) shall end on the last
Business Day of the last calendar month of such Interest Period. For purposes
hereof, the date of a Borrowing initially shall be the 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>

                                                                              13

                  "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.

                  "Issuing Bank" means JPMorgan Chase Bank or any Lender or
Affiliate of any Lender designated by TWC that agrees to be an Issuing Bank
hereunder and any other bank reasonably acceptable to the Required Lenders and
designated as an Issuing Bank by TWC, in its capacity as an issuer of Letters of
Credit hereunder. Any Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate. Any Issuing Bank shall become a
party to this Agreement by execution and delivery of a supplemental signature
page to this Agreement. Initially, JPMorgan Chase Bank, BNP Paribas, Bank of
America N.A. ABN AMRO Bank N.V. and Citicorp North America, Inc. shall be the
Issuing Banks.

                  "LC Disbursement" means a payment made by the Issuing Bank
pursuant to a drawing made on any Letter of Credit.

                  "LC Exposure" means, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of any Borrower at such time. The LC Exposure of any Lender at any
time shall be its Applicable Percentage of the total LC Exposure at such time.

                  "L/C Sublimit" means $100,000,000.

                  "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.

<PAGE>

                                                                              14

                  "Letter of Credit" means any letter of credit issued pursuant
to Section 2.05 of this Agreement.

                  "LIBO Rate" means, with respect to any Eurodollar Borrowing
denominated in Dollars 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 per annum (rounded upwards, if necessary, to the next Basis Point) equal to
the arithmetic average of the rates at which deposits in Dollars approximately
equal in principal amount to $5,000,000 and for a maturity comparable to such
Interest Period are offered with respect to any Eurodollar Borrowing to the
principal London offices of the Reference Banks (or, if any Reference Bank does
not at the time maintain a London office, the principal London office of any
Affiliate of such Reference Bank) in immediately available funds in the London
interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period and; provided, however, that,
if only two Reference Banks notify the Administrative Agent of the rates offered
to such Reference Banks (or any Affiliates of such Reference Banks) as
aforesaid, the LIBO Rate with respect to such Eurodollar Borrowing shall be
equal to the arithmetic average of the rates so offered to such Reference Banks
(or any such Affiliates).

                  "Lien" means, with respect to any asset, (a) any mortgage,
deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in (including sales of accounts), on or of such asset, (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital lease or
title retention agreement (or any financing lease having substantially the same
economic effect as any of the foregoing, but excluding any operating leases)
relating to such asset and (c) in the case of securities, any purchase option,
call or similar right of a third party with respect to such securities.

                  "Loans" means the loans (including Swingline Loans) made by
the Lenders to any 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 TWC and its Restricted Subsidiaries taken as a whole, (b) the
ability of any Credit Party to perform any of its material obligations to the
Lenders under any Credit Document to which it is or will be a party (except, in
the case of any Supplemental Guarantor, as a result of the events described in
Section 9.14) or (c) the rights of or benefits available to the Lenders under
any Credit Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans and Letters of Credit), of any one or more of TWC and its Subsidiaries in
an aggregate principal amount exceeding $200,000,000.

<PAGE>

                                                                              15

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

                  (a) as of the last day of TWC's most recently ended fiscal
quarter for which financial statements have been filed with the SEC or furnished
to the Administrative Agent pursuant to Section 5.1, the investments of TWC 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 TWC and its consolidated Subsidiaries;

                  (b) for the period of four consecutive fiscal quarters ended
on the last day of TWC's most recently ended fiscal quarter for which financial
statements have been filed with the SEC or furnished to the Administrative Agent
pursuant to Section 5.1, the equity of TWC and its Subsidiaries in the revenues
from continuing operations of the Subsidiary in question exceeds 10% of the
revenues from continuing operations of TWC and its consolidated Subsidiaries; or

                  (c) for the period of four consecutive fiscal quarters ended
on the last day of TWC's most recently ended fiscal quarter for which financial
statements have been filed with the SEC or furnished to the Administrative Agent
pursuant to Section 5.1, the equity of TWC and its Subsidiaries in the
Consolidated EBITDA of the Subsidiary in question exceeds 10% of the
Consolidated EBITDA of TWC.

                  "Maturity Date" means the fifth anniversary of the Effective
Date.

                  "Moody's" means Moody's Investors Service, Inc.

                  "Multiemployer Plan" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "Note" means any promissory note evidencing Loans issued
pursuant to Section 2.09(e).

                  "Obligations" has the meaning assigned to such term in the
Primary Guarantee.

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

                  "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 thereto.

                  "Person" means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity.

<PAGE>

                                                                              16

                  "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 any 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.

                  "Primary Guarantee" means (a) the guarantee by TWC of the
Obligations of TWE and (b) the guarantee by TWE of the Obligations of TWC,
substantially in the form of Exhibit B.

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

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

                  "Reference Banks" means JPMorgan Chase Bank, Deutsche Bank AG,
New York Branch, and Citicorp North America, Inc. and their respective
Affiliates.

                  "Register" has the meaning set forth in Section 9.04(c).

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

                  "Required Lenders" means, at any time, Lenders having
Commitments representing more than 50% of the sum total of the Commitments at
such time, or after the Commitment Termination Date, Lenders having Revolving
Credit Exposures representing more than 50% of the sum of the total Revolving
Credit Exposures at such time.

                  "Responsible Officer" means, as to any Person, any of the
Chief Executive Officer, Chief Legal Officer, Chief Financial Officer, Treasurer
or Controller (or any equivalent of the foregoing officers) of such Person.

                  "Restricted Payment" means, as to any Person, any dividend or
other distribution (whether in cash, securities or other property) with respect
to any shares of any class of capital stock or other equity interests of such
Person, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
shares of capital stock or other equity interests of such Person or any option,
warrant or other right to acquire any such shares of capital stock or other
equity interests of such Person.

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

                  "Revolving Borrowing" means a Borrowing of Revolving Loans.

<PAGE>

                                                                              17

                  "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, its LC Exposure and its Swingline Exposure at such time.

                  "Revolving Facilities" means the credit facilities extended
pursuant to this Agreement and the 364-Day Credit Agreement.

                  "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.

                  "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 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 TWC.

                  "Supplemental Guarantee" means a guarantee by a Supplemental
Guarantor of its Guaranteed Percentage of the Obligations of TWE, substantially
in the form of Exhibit C.

                  "Supplemental Guarantor" means American Television and
Communications Corporation and Warner Communications Inc., in each case for so
long as the Supplemental Guarantee remains in effect with respect to such
Person.

                  "Swingline Borrowing" means a Borrowing of Swingline Loans.

                  "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.

<PAGE>

                                                                              18

                  "Swingline Lender" means JPMorgan Chase Bank (or any other
Lender selected by TWC with such Lender's consent), 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, (i) in the case of a Subsidiary that is a corporation,
would have been payable by such Subsidiary on a standalone basis, and (ii) in
the case of a Subsidiary that is a partnership, would have been distributed by
such Subsidiary to its owners with respect to taxes, and in each case which are
calculated in accordance with, and made no earlier than 10 days prior to the
date required by, the terms of the applicable organizational document which
requires such distribution.

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

                  "364-Day Credit Agreement" means the 364-Day Credit Agreement,
dated as of the date hereof, among TWC, TWE, the lenders referred to therein,
Citicorp North America, Inc. and Deutsche Bank AG, New York Branch, as
co-syndication agents, ABN AMRO Bank N.V. and BNP Paribas, as co-documentation
agents and JPMorgan Chase Bank, as administrative agent.

                  "Three-Year Credit Agreement" means the Three-Year Credit
Agreement, dated as of the date hereof, among TWC, the lenders referred to
therein, Citicorp North America, Inc. and Deutsche Bank AG, New York Branch, as
co-syndication agents, ABN AMRO Bank N.V. and BNP Paribas, as co-documentation
agents and JPMorgan Chase Bank, as administrative agent.

                  "Time Warner" means Time Warner Inc. (formerly known as AOL
Time Warner Inc.), a Delaware corporation.

                  "Time Warner 364-Day Agreement" means the 364-Day Credit
Agreement, dated as of July 7, 2003, among Time Warner, Time Warner Finance
Ireland (formerly known as AOL Time Warner Finance Ireland), a corporation of
the Republic of Ireland, the lenders referred to therein, Bank of America, N.A.
and Citigroup, N.A., as co-syndication agents, ABN AMRO Bank N.V. and BNP
Paribas, as co-documentation agents and JPMorgan Chase Bank, as administrative
agent.

                  "Transactions" means (a) the execution, delivery and
performance by TWC and TWE of this Agreement and the Primary Guarantee, (b) the
execution, delivery and performance by each of the Supplemental Guarantors of
the Supplemental Guarantee and (c) the borrowing of Loans.

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

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

                  "TWEAN" means Time Warner Entertainment/Advance Newhouse
Partnership, a New York general partnership.

<PAGE>

                                                                              19

                  "Type" when used in reference to any Loan or Borrowing, refers
to whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate
Base Rate.

                  "United States" means the United States of America.

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

                  "Unrestricted Subsidiary" means, as of any time, all
Subsidiaries of TWC that have been designated as Unrestricted Subsidiaries by
TWC pursuant to Section 6.08.

                  "Utilization Fee" has the meaning assigned to such term in
Section 2.11(b).

                  "Withdrawal Liability" means liability to a Multiemployer Plan
as a result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                  SECTION 1.02. Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., a "Eurodollar Loan" or an "ABR Loan"). Borrowings also may be classified
and referred to by Type (e.g., a "Eurodollar Borrowing" or an "ABR Borrowing").

                  SECTION 1.03. Terms Generally. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words, "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
The word "will" shall be construed to have the same meaning and effect as the
word "shall." Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein," "hereof" and
"hereunder," and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall, except where the
context dictates otherwise, be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.

                  SECTION 1.04. Accounting Terms; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time; provided
that, if TWC notifies the Administrative Agent that TWC 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 TWC 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

<PAGE>

                                                                              20

change shall have become effective until such notice shall have been withdrawn
or such provision amended in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Commitments. Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to each Borrower in
Dollars from time to time during the Availability Period so long as, after
giving effect thereto, (i) such Lender's Revolving Credit Exposure will not
exceed such Lender's Commitment, and (ii) the sum of the total Revolving Credit
Exposures will not exceed the sum total of the Commitments. Within the foregoing
limits and subject to the terms and conditions set forth herein, each Borrower
may borrow, prepay and reborrow Revolving Loans. The Revolving Loans may from
time to time be Eurodollar Loans or ABR Loans, in each case as determined by the
applicable Borrower and notified to the Administrative Agent in accordance with
Sections 2.03 and 2.07.

                  SECTION 2.02. Loans and Borrowings. (a) Each Borrowing of
Revolving Loans shall consist 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.

                  (b) Subject to Section 2.13, each Revolving Borrowing shall be
comprised of ABR Loans or Eurodollar Loans as the applicable 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 (i) subject to following clause (ii), not affect
the obligation of the Borrower thereof to repay such Loan in accordance with the
terms of this Agreement and (ii) not create any additional liability of any
Borrower in respect of Sections 2.14 or 2.16.

                  (c) At the commencement of each Interest Period for any
Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $1,000,000 and not less than $20,000,000. At the time that
any ABR Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $20,000,000; provided
that any ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the sum total of the Commitments or that is required to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e). 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 may
be outstanding at the same time; provided that there shall not at any time be
more than a total of 15 Eurodollar Borrowings outstanding.

                  (d) Notwithstanding any other provision of this Agreement, no
Borrower shall be entitled to request or elect any Interest Period in respect of
any Borrowing that would end after the Maturity Date.

                  SECTION 2.03. Requests for Revolving Borrowings. To request a
Revolving Borrowing, a Borrower shall notify the Administrative Agent of such
request by telephone in accordance with Schedule 2.03(A). Each such telephonic
Borrowing Request shall be

<PAGE>

                                                                              21

irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agent of a written Borrowing Request in a form approved by the
Administrative Agent and signed by such 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,

                  (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 applicable Borrower's
account to which funds are to be disbursed, which shall comply with the
requirements of Section 2.06.

Notwithstanding anything to the contrary above in this Section 2.03, no such
notice shall alter the information set forth on Schedule 2.03(B) unless such
notice shall be written. If no election as to the Type of Revolving Borrowing is
specified, then the requested Revolving Borrowing shall be deemed an ABR
Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Borrowing, then the applicable 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.

                  SECTION 2.04. Swingline Loans. (a) Subject to the terms and
conditions set forth herein, the Swingline Lender agrees to make Swingline Loans
to each Borrower in Dollars from time to time during the Availability Period, so
long as, after giving effect thereto, (i) the aggregate principal amount of
outstanding Swingline Loans will not exceed $100,000,000 and (ii) the sum of the
total Revolving Credit Exposures will not exceed the sum total of the
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, each Borrower
may borrow, prepay and reborrow Swingline Loans.

                  (b) To request a Swingline Loan, the applicable Borrower shall
notify the Administrative Agent of such request by telephone (confirmed by
facsimile) in accordance with Schedule 2.03(A). Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business
Day), the requested interest rate and amount of the requested Swingline Loan.
The Administrative Agent will promptly advise the Swingline Lender of any such
notice received from a Borrower. The Swingline Lender shall make each Swingline
Loan available to the applicable Borrower by means of a credit to the general
deposit account (as more specifically set forth on Schedule 2.03(B), and changed
from time to time only by a written notice) of the applicable Borrower with the
Swingline Lender by 4:00 p.m., New York time, on the requested date of such
Swingline Loan.

<PAGE>

                                                                              22

                  (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 11:00 am, New York time on any Business Day,
on one Business Day's notice to the Lenders, 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 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 2.06 with respect to
Loans made by such Lender (and Section 2.06 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, whereafter such Swingline Loan shall be deemed converted to an ABR Loan
to the extent of such amounts for all purposes of this Agreement. The
Administrative Agent shall notify the applicable Borrower of any participations
in any Swingline Loan to it acquired pursuant to this paragraph. Any amounts
received by the Administrative Agent from the applicable Borrower (or other
party on behalf of the applicable 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 by the Administrative Agent to the Lenders
that shall have made their payments pursuant to this paragraph and to the
Swingline Lender, pro rata as their interests may appear. The purchase of
participations in a Swingline Loan pursuant to this paragraph shall not relieve
the applicable Borrower of any of its obligations in respect of 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.

                  SECTION 2.05. Letters of Credit. (a) General. Subject to the
terms and conditions set forth herein, a Borrower may request the issuance of
one or more Letters of Credit in Dollars in support of obligations of such
Borrower and its Subsidiaries, in a form reasonably acceptable to such Borrower
and the Issuing Bank, at any time and from time to time during the Availability
Period. In the event of any inconsistency between the terms and conditions of
this Agreement and the terms and conditions of any form of letter of credit
application or other agreement submitted by the applicable Borrower to, or
entered into by such Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), a Borrower shall
deliver by hand or facsimile (or transmit by other

<PAGE>

                                                                              23

electronic communication, if arrangements for doing so have been approved by the
Issuing Bank) to the Issuing Bank (reasonably in advance of the requested date
of such issuance, amendment, renewal or extension and no later than 12:00 noon
New York time one Business Day prior to such date) a notice requesting the
issuance of a Letter of Credit, or identifying the Letter of Credit to be
amended, renewed or extended, and specifying the date of issuance, amendment,
renewal or extension (which shall be a Business Day), the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit, as the case may be. If requested
by the Issuing Bank, the applicable Borrower also shall submit a letter of
credit application on the Issuing Bank's standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended,
renewed or extended on the requested date only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the applicable Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed the L/C
Sublimit, (ii) the sum of the total Revolving Credit Exposures shall not exceed
the sum total of the Commitments, and (iii) the requirements of paragraph (c) of
this Section shall be satisfied.

                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the
Maturity Date unless such Letter of Credit is cash collateralized in an amount
equal to its face amount prior to 12:00 noon, New York time on the Maturity
Date; provided that any Letter of Credit with a one-year tenor may provide for
the renewal thereof for additional one-year periods (which shall in no event
extend beyond the date referred to in clause (ii) above).

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Applicable Percentage of the aggregate amount available to be drawn under such
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender hereby absolutely and unconditionally agrees to pay to the Issuing Bank,
such Lender's Applicable Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by the applicable Borrower on the date due as provided
in paragraph (e) of this Section, or of any reimbursement payment required to be
refunded to the applicable Borrower for any reason. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or 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.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the applicable Borrower shall
reimburse such LC Disbursement by paying to the Issuing Bank an amount equal to
such LC Disbursement not later than 2:00 p.m., New York time, on the Business
Day immediately following the day that such Borrower receives notice of such LC
Disbursement; provided that, if such Borrower fails to reimburse the Issuing

<PAGE>

                                                                              24

Bank on such date, the Borrower shall be deemed to have requested an ABR
Borrowing in the principal amount of the LC Disbursement, without regard to the
minimum amounts and multiples set forth in Section 2.02, but subject to the
unutilized portion of the Commitments. If the Borrower elects, or is deemed, to
finance amounts due under any Letter of Credit in such a manner, the Borrower's
obligation to pay an amount equal to the LC Disbursement to the Issuing Bank
shall be discharged and replaced by the resulting ABR Borrowing, and the Issuing
Bank shall notify the Administrative Agent, who shall notify each Lender of the
applicable LC Disbursement and corresponding ABR Borrowing and such Lender's
Applicable Percentage thereof. Promptly following receipt of such notice, each
Lender shall pay to the Issuing Bank its Applicable Percentage of such ABR
Borrowing, in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the
payment obligations of the Lenders). Promptly following receipt of any payment
from a Borrower pursuant to this paragraph, such payment shall be distributed to
the Issuing Bank (and the participating Lenders as their interests may appear)
or, to the extent that Lenders have made payments pursuant to this paragraph to
fund any ABR Loan made to reimburse the Issuing Bank, to such Lenders and the
Issuing Bank (and the participating Lenders as their interests may appear) pro
rata as their interests may appear.

                  (f) Obligations Absolute. The applicable Borrower's obligation
to reimburse LC Disbursements as provided in paragraph (e) of this Section shall
be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not strictly
comply with the terms of such Letter of Credit, or (iv) any other event or
circumstance whatsoever, whether or not similar to any of the foregoing, that
might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, such Borrower's obligations
hereunder, the respective Issuing Bank's only obligation to the applicable
Borrower in respect of any drawing made on any Letter of Credit being to confirm
that any documents required to be delivered under such Letter of Credit appear
to have been delivered and appear to substantially comply on their face with the
requirements of such Letter of Credit. Neither the Administrative Agent, nor any
of the Lenders nor the Issuing Bank, nor any of their Related Parties, shall
have any liability or responsibility by reason of or in connection with the
issuance or transfer of any Letter of Credit or any payment or failure to make
any payment thereunder (irrespective of any of the circumstances referred to in
the preceding sentence), or any error, omission, interruption, loss or delay in
transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a
drawing thereunder), any error in interpretation of technical terms or any
consequence arising from causes beyond the control of the Issuing Bank; provided
that the foregoing shall not be construed to excuse the Issuing Bank from
liability to such Borrower to the extent of any direct damages (as opposed to
consequential damages, claims in respect of which are hereby waived by such
Borrower to the extent permitted by applicable law) suffered by such Borrower
that are caused by the Issuing Bank's gross negligence or willful misconduct in
connection with any of the foregoing circumstances. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment

<PAGE>

                                                                              25

upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with
the terms of such Letter of Credit.

                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Lenders and the applicable Borrower by telephone (confirmed by
facsimile) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve the applicable Borrower of its
obligation to reimburse the Issuing Bank and/or the Lenders with respect to any
such LC Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the applicable Borrower shall reimburse such LC
Disbursement in full on the date such LC Disbursement is made, the unpaid amount
thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that such Borrower reimburses
such LC Disbursement, at the rate per annum then applicable to ABR Loans;
provided that, if such LC Disbursement cannot be reimbursed with the proceeds of
a Revolving Loan pursuant to Section 2.05(e) and the applicable Borrower fails
to reimburse such LC Disbursement within three Business Days, then Section
2.12(d) shall apply. Interest accrued pursuant to this paragraph shall be for
the account of the Issuing Bank, except that interest accrued on and after the
date of payment by any Lender pursuant to paragraph (e) of this Section to
reimburse the Issuing Bank shall be for the account of such Lender to the extent
of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among TWC, the replaced Issuing Bank
and the successor Issuing Bank. TWC shall notify the Administrative Agent, who
will notify the Lenders of any such replacement of the Issuing Bank. At the time
any such replacement shall become effective, the applicable Borrowers shall pay
all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to
Section 2.11(c). From and after the effective date of any such replacement, (i)
the successor Issuing Bank shall have all the rights and obligations of the
Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

                  SECTION 2.06. Funding of Borrowings. (a) 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 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 applicable Borrower as directed in the applicable Borrowing
Request by promptly crediting the amounts so received, in like funds, to an
account of the applicable Borrower specified on Schedule 2.03(B) or another
account designated in the applicable Borrowing Request.

<PAGE>

                                                                              26

                  (b) Unless the Administrative Agent shall have received notice
from a Lender prior to the time 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 applicable Borrower a
corresponding amount. In such event, if a Lender has not in fact made its share
of the applicable Borrowing available to the Administrative Agent, then the
Administrative Agent shall have the right to demand payment from the applicable
Lender and/or the applicable Borrower and they each severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the applicable Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Alternate Base
Rate, or (ii) in the case of the applicable Borrower, the interest rate that
would otherwise apply to such Borrowing. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing and such payment shall absolve any obligation of the
applicable Borrower in respect of any demand made under this Section in respect
of such Loan.

                  SECTION 2.07. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurodollar Borrowing, shall have an initial Interest
Period as specified in such Borrowing Request. Thereafter, the applicable
Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest
Periods therefor, all as provided in this Section. The applicable 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 be made and maintained only as ABR
Loans.

                  (b) To make an election pursuant to this Section, the
applicable 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 such Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election
(as more specifically set forth in Schedule 2.03(A)). Each such telephonic
Interest Election Request shall be irrevocable and shall be confirmed promptly
by hand delivery or facsimile to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by
the applicable Borrower.

                  (c) Each telephonic and written Interest Election Request
shall specify the following information in compliance with Section 2.02:

                  (i)      the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

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                                                                              27

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

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

                  (iv)     if the resulting Borrowing is a Eurodollar Borrowing,
         the Interest Period to be applicable thereto after giving effect to
         such election, which shall be a period contemplated by the definition
         of the term "Interest Period".

If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the applicable Borrower shall be deemed to
have selected an Interest Period of one month's duration.

                  (d) Promptly following receipt of an Interest Election
Request, the Administrative Agent shall advise each Lender of the details
thereof and of such Lender's portion of each resulting Borrowing.

                  (e) If the applicable Borrower fails to deliver a timely
Interest Election Request with respect to a Eurodollar Borrowing prior to the
end of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period, such Borrowing
shall be continued as a Eurodollar Borrowing, as the case may be, having a one
month Interest Period. Notwithstanding any contrary provision hereof, if an
Event of Default has occurred and is continuing and the Administrative Agent, at
the request of the Required Lenders, so notifies the applicable 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 Borrowing shall be converted to an ABR Borrowing
at the end of the Interest Period applicable thereto.

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

                  (a) TWC 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) TWC shall not terminate or reduce the Commitments if,
after giving effect thereto and to any concurrent prepayment of the Loans in
accordance with Section 2.10, the sum of the Revolving Credit Exposures would
exceed the total Commitments.

                  (b) TWC shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under paragraph (a) of this Section at
least one Business Day prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof. Each notice delivered by TWC pursuant to this
Section shall be irrevocable; provided that a notice of termination of the
Commitments delivered by TWC may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by TWC (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.

<PAGE>

                                                                              28

                  SECTION 2.09. Repayment of Loans; Evidence of Debt. (a) Each
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 made to such Borrower on the Maturity Date and (ii) to the
Administrative Agent the then unpaid principal amount of each Swingline Loan
owed by such Borrower on the earlier of the Maturity Date and the first date
after such Swingline Loan is made that a Revolving Borrowing is made by such
Borrower.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of each Borrower to
such Lender resulting from each Loan made by such Lender, including the amounts
of principal and interest payable and paid to such Lender from time to time
hereunder.

                  (c) The Administrative Agent shall maintain accounts in which
it shall record (i) the amount of each Loan made hereunder, the Type thereof,
whether such Loan is a Revolving Loan or a Swingline Loan and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each Lender hereunder
and (iii) the amount of any sum received by the Administrative Agent hereunder
for the account of the Lenders and each Lender's share thereof.

                  (d) The entries made in the accounts maintained pursuant to
paragraph (b) or (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the
applicable Borrower to repay the Loans in accordance with the terms of this
Agreement.

                  (e) Any Lender may request that Loans made by it be evidenced
by a Note. In such event, each Borrower shall execute and deliver to such Lender
a Note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form approved by the
Administrative Agent and reasonably acceptable to the Borrowers. 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).

                  SECTION 2.10. Prepayment of Loans. (a) Each 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.

                  (b) The Borrower that desires to make a prepayment shall
notify the Administrative Agent by telephone (confirmed by facsimile) of any
prepayment hereunder in accordance with Schedule 2.03(A). Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid; provided that, if a notice of
prepayment is given in connection with a conditional notice of termination of
the Commitments as contemplated by Section 2.08, then such notice of prepayment
may be revoked if such notice of termination is revoked in accordance with
Section 2.08. Promptly following receipt of any such notice relating to (i) a
Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof and (ii) a Swingline Borrowing, the Administrative Agent shall
advise the Swingline Lender of the contents thereof. Each partial prepayment of
any Revolving Borrowing shall be in an amount

<PAGE>

                                                                              29

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 hereunder shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.

                  SECTION 2.11. Fees. (a) The Borrowers agree, jointly and
severally, 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
average 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 average 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).

                  (b) The Borrowers agree, jointly and severally, to pay to the
Administrative Agent, for the account of each Lender, during the period from and
including the Effective Date to but excluding the date on which the Commitments
terminate and the Revolving Credit Exposures of all the Lenders are paid or
extinguished in full, a utilization fee (a "Utilization Fee") which shall
accrue, with respect to any day, (a) that the Commitment Utilization Percentage
is greater than 33% but less than or equal to 66%, at the rate of 0.0625% per
annum on such Lender's Revolving Credit Exposure and (b) that the Commitment
Utilization Percentage is greater than 66% at the rate of 0.125% per annum on
such Lender's Revolving Credit Exposure. Accrued Utilization Fees shall be
payable in arrears on the last day of March, June, September and December of
each year, on the Maturity Date and on any date thereafter on which the
Revolving Credit Exposures of all the Lenders are paid or extinguished 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).

                  (c) The applicable Borrower agrees to pay (i) to each Lender a
letter of credit fee (a "Letter of Credit Fee") with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate
for Eurodollar Loans on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the
later of the date on which such Lender's Commitment terminates and the date on
which such Lender ceases to have any LC Exposure, and (ii) to the Issuing Bank a
fronting fee (a "Fronting Fee"), which shall accrue at the rate of 0.125% per
annum of the face amount of each Letter of Credit (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Effective Date to but excluding the later of the date of
termination of the Commitments and the date on which there ceases to be any LC
Exposure. Letter of Credit Fees and Fronting Fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day,

<PAGE>

                                                                              30

commencing on the first such date to occur after the Effective Date; provided
that all such fees shall be payable on the date on which the Commitments
terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. All Letter of Credit Fees and Fronting
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).

                  (d) The Borrowers agree, jointly and severally, to pay to the
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between TWC and the Administrative Agent.

                  (e) 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, Utilization Fees, Letter of Credit Fees and Fronting
Fees, to the Lenders entitled thereto or, in the case of Fronting Fees, to the
Issuing Bank. Fees paid shall not be refundable under any circumstances absent
manifest error in the calculation and/or payment thereof.

                  SECTION 2.12. Interest. (a) The Loans comprising each ABR
Borrowing shall bear interest at a rate per annum equal to the Alternate Base
Rate.

                  (b) The Loans comprising each Eurodollar Borrowing shall bear
interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Rate.

                  (c) The Loans comprising each Swingline Borrowing shall bear
interest at a rate per annum equal to the Alternate Base Rate.

                  (d) Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by any 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.

                  (e) 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 (d) 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 Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion and (iv) all accrued interest shall be payable upon the Commitment
Termination Date.

                  (f) All interest hereunder shall be computed on the basis of a
year of 360 days, except that interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year). The
Alternate Base Rate, Adjusted LIBO Rate and LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent manifest
error.

<PAGE>

                                                                              31

                  SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

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

                  (b)      the Administrative Agent is advised by the Required
         Lenders that for such Interest Period the Adjusted LIBO Rate will not
         adequately and fairly reflect the cost to such Lenders of making or
         maintaining their Loans included in such Borrowing for such Interest
         Period;

then the Administrative Agent shall give notice thereof to the applicable
Borrowers and the Lenders by telephone or facsimile as promptly as practicable
thereafter and, until the Administrative Agent notifies the applicable Borrowers
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 any such Borrowing referred to in
such Interest Election Request shall, unless repaid by the applicable Borrower,
be converted to (as of the last day of the then current Interest Period), or
maintained as, an ABR Borrowing, as the case may be (to the extent, in the
Administrative Agent's reasonable determination, it is practicable to do so),
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall, unless otherwise rescinded by the applicable Borrower, be made
as an ABR Loan (to the extent, in the Administrative Agent's reasonable
determination, it is practicable to do so), and if the circumstances giving rise
to such notice affect fewer than all Types of Borrowings, then the other Types
of Borrowings shall be permitted.

                  SECTION 2.14. Increased Costs. (a) If any Change in Law shall:

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

                  (ii)     impose on any Lender or the Issuing Bank or the
         London interbank market any other condition affecting this Agreement or
         Eurodollar Loans made by such Lender or any Letter of Credit or
         participation therein;

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 increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
applicable Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the
Issuing Bank, as the case may be, for such additional costs actually incurred or
reduction actually suffered.

                  (b) If any Lender or the Issuing Bank 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 or the Issuing Bank's capital or on
the capital of such Lender's or the Issuing Bank's

<PAGE>

                                                                              32

holding company, if any, as a consequence of the Commitment or the Loans made
by, or participation in Letters of Credit held by, such Lender, or the Letters
of Credit issued by the Issuing Bank, to a level below that which such Lender or
the Issuing Bank or such Lender's or the Issuing Bank's holding company could
have achieved but for such Change in Law (taking into consideration such
Lender's or the Issuing Bank's policies and the policies of such Lender's or the
Issuing Bank's holding company with respect to capital adequacy), then from time
to time the applicable Borrowers will pay to such Lender or the Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such
Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding
company for any such reduction actually suffered in respect of the Commitment or
Loans made by, or participation in Letters of Credit held by, such Lender
hereunder.

                  (c) A certificate of a Lender or the Issuing Bank setting
forth in reasonable detail the amount or amounts necessary to compensate such
Lender or the Issuing Bank or its holding company, as the case may be, as
specified in paragraph (a) or (b) of this Section shall be delivered to the
applicable Borrowers and shall be conclusive absent manifest error. The
applicable Borrowers shall pay such Lender or the Issuing Bank, as the case may
be, the amount shown as due on any such certificate within 10 days after receipt
thereof.

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

                  Notwithstanding any other provision of this Section 2.14, no
Lender nor Issuing Bank 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 or the Issuing Bank to demand such compensation in similar
circumstances under comparable provisions of other credit agreements, if any (it
being understood that this sentence shall not in any way limit the discretion of
any Lender or the Issuing Bank to waive the right to demand such compensation in
any given case).

                  SECTION 2.15. Break Funding Payments. In the event of (a) the
payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice is permitted to be
revocable under Section 2.10(b) and is revoked in accordance herewith), or (d)
the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by a Borrower pursuant to
Section 2.18, then, in any such event, the applicable Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a

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                                                                              33

Eurodollar Loan, the loss to any Lender attributable to any such event shall be
deemed to include an amount determined by such Lender to be equal to the excess,
if any, of (i) the amount of interest that such Lender would pay for a deposit
in Dollars equal to the principal amount of such Loan for the period from the
date of such payment, conversion, failure or assignment to the last day of the
then current Interest Period for such Loan (or, in the case of a failure to
borrow, convert or continue, the duration of the Interest Period that would have
resulted from such borrowing, conversion or continuation) if the interest rate
payable on such deposit were equal to the Adjusted LIBO Rate for such Interest
Period, over (ii) the amount of interest that such Lender would earn on such
principal amount for such period if such Lender were to invest such principal
amount for such period at the interest rate that would be bid by such Lender (or
an affiliate of such Lender) for deposits in Dollars from other banks in the
Eurodollar market at the commencement of such period. A certificate of any
Lender setting forth in reasonable detail any amount or amounts that such Lender
is entitled to receive pursuant to this Section shall be delivered to the
applicable Borrower and shall be conclusive absent manifest error. The
applicable Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  SECTION 2.16. Taxes. (a) Any and all payments by or on account
of any obligation of each Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if
such 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, Lender or
the Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) such Borrower shall
make such deductions and (iii) such Borrower shall pay the full amount deducted
to the relevant Governmental Authority in accordance with applicable law.

                  (b) Each Borrower shall indemnify the Administrative Agent,
the Issuing Bank and each Lender, within 10 days after written demand therefor,
for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable by such Borrower under this Section unless such amounts have
been included in any amount paid pursuant to the proviso to Section 2.16(a))
paid by the Administrative Agent, the Issuing Bank or such Lender, as the case
may be, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority.
A certificate as to the amount of such payment or liability delivered to such
Borrower by a Lender, or by the Administrative Agent or the Issuing Bank on its
own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

                  (c) If a Lender or the Administrative Agent or the Issuing
Bank receives a refund in respect of any Indemnified Taxes or Other Taxes as to
which it has been indemnified by a Borrower or with respect to which a Borrower
has paid additional amounts pursuant to this Section 2.16, it shall within 30
days from the date of such receipt pay over such refund to such Borrower (but
only to the extent of indemnity payments made, or additional amounts paid, by
such Borrower under this Section 2.16 with respect to the Indemnified Taxes or
Other Taxes giving rise to such refund, as determined by such Lender in its
reasonable discretion), net of all out-of-pocket expenses of such Lender or the
Administrative Agent or the Issuing Bank and without interest (other than
interest paid by the relevant Governmental Authority with respect to

<PAGE>

                                                                              34

such refund); provided that such Borrower, upon the request of such Lender or
the Administrative Agent or the Issuing Bank, agrees to repay the amount paid
over to such Borrower (plus penalties, interest or other charges imposed by the
relevant Governmental Authority) to such Lender or the Administrative Agent or
the Issuing Bank in the event such Lender or the Administrative Agent or the
Issuing Bank is required to repay such refund to such Governmental Authority.

                  (d) As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower
shall deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

                  (e) Any Foreign Lender that is entitled to an exemption from
or reduction of withholding tax under the law of the jurisdiction in which any
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to such Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law or reasonably requested by such Borrower, such properly completed and
executed documentation prescribed by applicable law as will permit such payments
to be made without withholding or at a reduced rate.

                  (f) Any Lender that is a U.S. Person shall deliver to TWC
(with a copy to the Administrative Agent) a statement signed by an authorized
signatory of the Lender that it is a U.S. Person and, if necessary to avoid
United States backup withholding, a duly completed and signed Internal Revenue
Service Form W-9 (or successor form) establishing that such Lender is organized
under the laws of the United States and is not subject to United States backup
withholding.

                  (g) Nothing in this Section shall be construed to require any
Lender to disclose any confidential information regarding its tax returns or
affairs.

                  SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing
of Setoffs. (a) Each Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or reimbursements of LC
Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to 1:00 p.m., New York time, on the date when due, in
immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date shall, unless the Administrative Agent is
able to distribute such amounts to the applicable Lenders on such date, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon. All such payments shall be made to the
Administrative Agent in New York at the offices for the Administrative Agent set
forth in Section 9.01, except payments to be made directly to an Issuing Bank as
expressly provided herein, and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient in like funds promptly
following receipt thereof. If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments
hereunder, whether such payments are made in respect of principal, interest or
fees or other amounts payable hereunder, shall be made in Dollars.

<PAGE>

                                                                              35

                  (b) If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal,
unreimbursed LC Disbursements, interest and fees then due from any Borrower
hereunder, such funds shall be applied (i) first, to pay interest and fees then
due from such Borrower hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, to pay principal and unreimbursed LC Disbursements, then due from
such Borrower hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then
due to such parties.

                  (c) If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans, participations in LC Disbursements or
Swingline Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Revolving Loans, participations in LC
Disbursements and Swingline Loans and accrued interest thereon owing by any
Borrower than the proportion received by any other Lender, then the Lender
receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans, participations in LC Disbursements and
Swingline Loans of other Lenders owing from such Borrower to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans, participations in LC
Disbursements 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 such 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, participations in
LC Disbursements to any assignee or participant, other than to any Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). Each 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 such Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of such Borrower
in the amount of such participation.

                  (d) Unless the Administrative Agent shall have received notice
from a Borrower prior to the date on which any payment is due from such Borrower
to the Administrative Agent for the account of the Lenders hereunder that such
Borrower will not make such payment, the Administrative Agent may assume that
such 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 such Borrower has not in fact made such payment, then each of the
Lenders, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender with interest thereon, for each
day from and including the date such amount is distributed to it to but
excluding the date of payment to the Administrative Agent, at the Federal Funds
Effective Rate.

                  (e) If any Lender shall fail to make any payment required to
be made by it pursuant to Section 2.04(c), 2.06(b) or 2.17(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

<PAGE>

                                                                              36

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

                  SECTION 2.18. Mitigation Obligations; Replacement of Lenders.
(a) If any Lender requests compensation under Section 2.14, or if any Borrower
is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.16, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.14 or 2.16, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be materially disadvantageous to such Lender.
Such Borrower hereby agrees to pay all reasonable costs and expenses incurred by
any Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 2.14, or
if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16,
or if any Lender becomes a Defaulting Lender hereunder, then TWC 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) TWC shall have received the prior
written consent of the Administrative Agent (and, if a Commitment is being
assigned, the Swingline Lender and the Issuing Bank), which consent shall, in
each case, not unreasonably be withheld, (ii) such Lender shall have received
payment of an amount equal to the outstanding principal of its Loans,
participations in LC Disbursements 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 Borrowers (in the case of all other amounts) and (iii) in the case
of any such assignment resulting from a claim for compensation under Section
2.14 or payments required to be made pursuant to Section 2.16, such assignment
will be made to a Lender reasonably expected to result in a reduction in the
compensation or payments to be paid by the Borrowers pursuant to such sections.
A Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling TWC to require such assignment and delegation cease to
apply.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each Borrower represents and warrants (as to itself and its
Restricted Subsidiaries) to the Lenders that:

                  SECTION 3.01. Organization; Powers. Such Borrower, each
Restricted Subsidiary and each Supplemental Guarantor is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and

<PAGE>

                                                                              37

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.

                  SECTION 3.02. Authorization; Enforceability. The Transactions
are within each Credit Party's corporate or partnership (as the case may be)
powers and have been duly authorized by all necessary corporate or partnership
(as the case may be) and, if required, stockholder or partner action of such
Credit Party. Each Credit Document (other than each Note) has been, and each
Note when delivered hereunder will have been, duly executed and delivered by
each Credit Party party thereto. Each Credit Document (other than each Note)
constitutes, and each Note when delivered hereunder will be, a legal, valid and
binding obligation of each Credit Party party thereto, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

                  SECTION 3.03. Governmental Approvals; No Conflicts. The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate (i) any applicable law or regulation or (ii) the charter, by-laws,
partnership agreements or other organizational documents of any Credit Party or
any Restricted Subsidiary or any order of any Governmental Authority, (c) will
not violate or result in a default under any indenture, agreement or other
instrument binding upon any Credit Party or any Restricted Subsidiary or its
assets, or give rise to a right thereunder to require any payment to be made by
any Credit Party or any Restricted Subsidiary and (d) will not result in the
creation or imposition of any Lien on any asset of any Credit Party or any
Restricted Subsidiary; except, in each case (other than clause (b)(ii) with
respect to any Borrower), such as could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 3.04. Financial Condition; No Material Adverse Change.
(a) The audited consolidated balance sheet and statements of operations,
stockholders equity and cash flows (including the notes thereto) of TWC and its
consolidated Subsidiaries as of and for the twelve months ended December 31,
2002, 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 of TWC
and its consolidated Subsidiaries, as of such date and for such period, in
accordance with GAAP.

                  (b) The unaudited pro forma consolidated balance sheet of TWC
and its consolidated Subsidiaries as at June 30, 2003 (including the notes
thereto) (the "Pro Forma Balance Sheet") and the unaudited pro forma statements
of operations, stockholders equity and cash flows of TWC and its consolidated
Subsidiaries for the six-month period ended June 30, 2003 (the "Pro Forma Income
Statements"), copies of which have heretofore been furnished to each Lender,
have been prepared giving effect to the consummation of the restructuring of TWE
that occurred on March 31, 2003 (as if such restructuring had occurred on the
first day of such six-month period, in the case of the Pro Forma Income
Statements). The Pro Forma Balance Sheet and the Pro Forma Income Statements
have been prepared based on the best information available to TWC as of the date
of delivery thereof, and present fairly, in all material respects, the pro forma
estimated (i) financial position of TWC and its consolidated Subsidiaries as at
June

<PAGE>

                                                                              38

30, 2003 and (ii) results of operations and cash flows of TWC and its
consolidated Subsidiaries for the six-month period ending June 30, 2003.

                  (c) Since December 31, 2002 there has been no material adverse
change in the business, assets, operations or financial condition of TWC and its
consolidated Subsidiaries, taken as a whole.

                  SECTION 3.05. Properties. (a) Such Borrower and each of its
Restricted Subsidiaries has good title to, or valid leasehold interests in, all
its real and personal property, except for defects in title or interests that
could not reasonably be expected to result in a Material Adverse Effect.

                  (b) Such Borrower and each of its Restricted Subsidiaries
owns, or is licensed to use, all trademarks, trade names, copyrights, patents
and other intellectual property material to its business, and the use thereof by
such Borrower or any of its Restricted Subsidiaries does not infringe upon the
rights of any other Person, except for any such infringements that, individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

                  SECTION 3.06. Litigation and Environmental Matters. (a) There
are no actions, suits, investigations or proceedings by or before any arbitrator
or Governmental Authority pending against or, to the knowledge of such Borrower,
threatened against or affecting such Borrower or any of its Restricted
Subsidiaries (i) which could reasonably be expected to be adversely determined
and that, if adversely determined, could reasonably be expected, individually or
in the aggregate, to result in a Material Adverse Effect or (ii) that involve
this Agreement or the Transactions.

                  (b) Except with respect to any matters that, individually or
in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect, (x) neither such Borrower nor any of its Restricted Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or
comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability or
(iii) has received notice of any claim with respect to any Environmental
Liability and (y) such Borrower has no knowledge of any basis for any
Environmental Liability on the part of any of its Restricted Subsidiaries.

                  SECTION 3.07. Compliance with Laws and Agreements. Such
Borrower and each of its Restricted Subsidiaries is in compliance with all laws,
regulations and orders of any Governmental Authority applicable to it or its
property and all indentures, agreements and other instruments binding upon it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Event of Default has occurred and is continuing.

<PAGE>

                                                                              39

                  SECTION 3.08. Government Regulation. Neither such Borrower nor
any of its Restricted 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
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.

                  SECTION 3.09. Taxes. Such Borrower and each of its
Subsidiaries has timely filed or caused to be filed all Tax returns and reports
required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it or as part of the consolidated group of which it is a
member, except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which such Borrower or such Subsidiary, as applicable, has
set aside on its books adequate reserves in accordance with GAAP or (b) to the
extent that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 3.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect.

                  SECTION 3.11. Disclosure. As of the date hereof, all
information heretofore or contemporaneously furnished by or on behalf of such
Borrower or any of its Restricted Subsidiaries (including all information
contained in the Credit Documents, the Confidential Memorandum dated October
2003 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 Time Warner since
December 31, 2002, 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 such Borrower or any of its
Restricted Subsidiaries to or on behalf of any Lender is and will be (as of
their respective dates and the Effective Date), true and accurate in all
material respects and not incomplete by omitting to state a material fact to
make such information not misleading at such time. There is no fact of which any
Borrower is aware which has not been disclosed to the Lenders in writing
pursuant to the terms of this Agreement prior to the date hereof and which,
singly or in the aggregate with all such other facts of which any Borrower is
aware, could reasonably be expected to result in a Material Adverse Effect. All
statements of fact and representation concerning the present business,
operations and assets of such Borrower or any of its Subsidiaries, the Credit
Documents and the transactions referred to therein are true and correct in all
material respects.

                                   ARTICLE IV

                                   CONDITIONS

                  SECTION 4.01. Effective Date. This Agreement and the
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit 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):

<PAGE>

                                                                              40

                  (a) Credit Documents. The Administrative Agent (or its
         counsel) shall have received (i) this Agreement executed and delivered
         by each party hereto and (ii) the Primary Guarantee, executed and
         delivered by each Borrower and (iii) the Supplemental Guarantee,
         executed and delivered by each Supplemental Guarantor.

                  (b) Opinion of Counsel. The Administrative Agent shall have
         received the favorable written opinions (addressed to the
         Administrative Agent and the Lenders and dated the Effective Date) of
         Cravath, Swaine & Moore LLP, counsel for the Credit Parties and (ii)
         in-house counsel to the Credit Parties, in each case in form and
         substance reasonably satisfactory to the Administrative Agent. The
         Borrowers hereby request such counsel to deliver such opinions.

                  (c) Closing Certificate. The Administrative Agent shall have
         received a certificate from each Credit Party, in form and substance
         reasonably satisfactory to the Administrative Agent, dated the
         Effective Date and signed by the president, a vice president, a
         financial officer or an equivalent officer of such Credit Party,
         including, in the case of each Borrower, confirmation of compliance
         with the conditions set forth in paragraphs (a) and (b) of Section
         4.02.

                  (d) Existing Facilities. On or before the Effective Date, (i)
         TWE shall have complied with the requirements of paragraphs (b) and (c)
         of Section 5.01 of the Existing 364-Day Agreement with respect to the
         fiscal quarter ended September 30, 2003, (ii) all Indebtedness
         outstanding under the Existing 364-Day Agreement and the Existing Term
         Loan Agreement shall have been repaid or concurrently repaid with the
         proceeds of Loans hereunder or loans under the other Facilities on the
         Effective Date, together with all interest thereon and other amounts
         owing in respect thereof, all commitments thereunder shall have been
         cancelled and such agreements shall have been terminated in accordance
         with their terms and (iii) commitments under the Time Warner 364-Day
         Agreement shall have been permanently reduced to $1,500,000,000 in
         accordance with the terms thereof, it being agreed that such commitment
         reduction may be conditioned on the effectiveness of the Facilities.

                  (e) Fees. Each Borrower shall have paid all fees required to
         be paid on or before the Effective Date by such Person in connection
         with the revolving credit facilities provided for in this Agreement.

                  (f) Authorizations, etc. The Administrative Agent shall have
         received such documents and certificates as the Administrative Agent or
         its counsel may reasonably request relating to the organization,
         existence and good standing of each Credit Party, the authorization of
         the Transactions and any other legal matters relating to the Credit
         Parties, this Agreement or the Transactions, all in form and substance
         satisfactory to the Administrative Agent and its counsel.

                  SECTION 4.02. Each Credit Event. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a) The representations and warranties of each Borrower set
         forth in the Credit Documents (other than those set forth in Sections
         3.04(c), 3.06 and 3.10 on any date other

<PAGE>

                                                                              41

         than the Effective Date) shall be true and correct in all material
         respects on and as of the date of such Borrowing or the date of
         issuance, amendment, renewal or extension of such Letter of Credit, as
         applicable.

                  (b) At the time of and immediately after giving effect to such
         Borrowing or the issuance, amendment, renewal or extension of such
         Letter of Credit, as applicable, no Default or Event of Default shall
         have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by each
Borrower on the date thereof as to the applicable matters specified in
paragraphs (a) and (b) of this Section.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Until all 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) and all
Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, each Borrower (for itself and its Restricted
Subsidiaries) covenants and agrees with the Lenders that:

                  SECTION 5.01. Financial Statements and Other Information. TWC
will furnish to the Administrative Agent at its New York office (who will
distribute copies to each Lender):

                  (a) within 105 days after the end of each fiscal year of TWC,
         TWC's audited consolidated balance sheet and related statements of
         operations, stockholders' equity and cash flows as of the end of and
         for such year and TWC's unaudited Adjusted Financial Statements for
         such fiscal year, setting forth in each case in comparative form the
         figures for the previous fiscal year, and, (i) in the case of the
         audited financial statements, reported on by Ernst & Young LLP or other
         independent public accountants of recognized national standing (without
         a "going concern" or like qualification or exception and without any
         qualification or exception as to the scope of such audit) to the effect
         that such consolidated financial statements present fairly in all
         material respects the financial condition and results of operations of
         TWC 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 TWC's Financial
         Officers as presenting fairly in all material respects the financial
         condition and results of operations of TWC and its consolidated
         Restricted Subsidiaries on a consolidated basis in accordance with GAAP
         consistently applied; provided that, so long as no Event of Default has
         occurred and is continuing, TWC shall not be required to furnish
         Adjusted Financial Statements for any fiscal year if all Unrestricted
         Subsidiaries of TWC (other than any such Unrestricted Subsidiaries that
         are already treated as equity investments on TWC's financial
         statements) on a combined basis would not have constituted a Material
         Subsidiary for such fiscal year;

<PAGE>

                                                                              42

                  (b) within 60 days after the end of each of the first three
         fiscal quarters of each fiscal year of TWC, TWC's consolidated balance
         sheet and related statements of operations, stockholders' equity and
         cash flows and TWC's 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 TWC's Financial Officers as presenting fairly in all material
         respects the financial condition and results of operations of TWC 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
         Event of Default has occurred and is continuing, TWC shall not be
         required to furnish Adjusted Financial Statements for any fiscal
         quarter if all Unrestricted Subsidiaries of TWC (other than any such
         Unrestricted Subsidiaries that are already treated as equity
         investments on TWC's financial statements) on a combined basis would
         not have constituted a Material Subsidiary for such fiscal quarter;

                  (c) concurrently with any delivery of financial statements
         under clause (a) or (b) above, a certificate of a Financial Officer of
         TWC (i) certifying as to whether a Default has occurred and, if a
         Default has occurred, specifying the details thereof and any action
         taken or proposed to be taken with respect thereto, (ii) setting forth
         reasonably detailed calculations demonstrating compliance with Sections
         6.01, 6.02(a) and 6.03(a) and (i) and (iii) stating whether any change
         in GAAP or in the application thereof has occurred since the date of
         the audited financial statements referred to in Section 3.04, which has
         not been previously disclosed by TWC pursuant to this Section
         5.01(c)(iii), and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         certificate;

                  (d) concurrently with the delivery of any financial statements
         of TWE to any holder of Material Indebtedness of TWE, copies of such
         financial statements, together with any certification of such financial
         statements required to be delivered concurrently with such statements
         by the terms of such Indebtedness (provided that such certificate shall
         be addressed to the Administrative Agent);

                  (e) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by any Company with the SEC or with any national securities
         exchange, or distributed by any Company to its security holders
         generally, as the case may be (other than registration statements on
         Form S-8, filings under Sections 16(a) or 13(d) of the Exchange Act and
         routine filings related to employee benefit plans); and

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

                  Information required to be delivered pursuant to paragraphs
(a), (b), (c) and (e) shall be deemed to have been delivered on the date on
which TWC provides notice to the

<PAGE>

                                                                              43

         Administrative Agent, or as the case may be the Administrative Agent
         gives notice to the Lenders, that such information has been posted on a
         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 TWC shall deliver paper copies of the reports and
         financial statements referred to in paragraphs (a), (b), (c) and (e) of
         this Section 5.01 to the Administrative Agent or any Lender who
         requests TWC to deliver such paper copies until written notice to cease
         delivering paper copies is given by the Administrative Agent or such
         Lender.

                  SECTION 5.02. Notices of Material Events. Such Borrower will
furnish to the Administrative Agent (who will distribute copies to the Lenders)
prompt written notice of the following, upon any such event becoming known to
any Responsible Officer of such Borrower:

                  (a) the occurrence of any Default;

                  (b) the filing or commencement of any action, suit or
         proceeding by or before any arbitrator or Governmental Authority
         against or affecting such Borrower or any Affiliate thereof that, if
         adversely determined, could reasonably be expected to result in a
         Material Adverse Effect;

                  (c) the occurrence of any ERISA Event that, alone or together
         with any other ERISA Events that have occurred, could reasonably be
         expected to result in liability to such Borrower and its Subsidiaries
         in an aggregate amount exceeding $200,000,000; and

                  (d) any other development that results in, or could reasonably
         be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of such Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.

                  SECTION 5.03. Existence; Conduct of Business. Such 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.

                  SECTION 5.04. Payment of Obligations. Such Borrower will, and
will cause each of its Restricted Subsidiaries to, pay its obligations,
including Tax liabilities, that, if not paid, could reasonably be expected to
result in a Material Adverse Effect, before the same shall become delinquent or
in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) such Borrower or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) the failure to make payment pending such contest could not
reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.05. Maintenance of Properties; Insurance. Such
Borrower will, and will cause each of its Restricted Subsidiaries to, (a) keep
and maintain all property material to the

<PAGE>

                                                                              44

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

                  SECTION 5.06. Books and Records; Inspection Rights. Such
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. Such 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 TWC
is present, or TWC has consented to the absence of such a representative,
independent accountants (in each case subject to TWC's or its Restricted
Subsidiaries' obligations under applicable confidentiality provisions), all at
such reasonable times and as often as reasonably requested.

                  SECTION 5.07. Compliance with Laws. Such 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.

                  SECTION 5.08. Use of Proceeds. The proceeds of the Loans will
be used only for general corporate or partnership (as applicable) purposes,
including the repayment of indebtedness of existing and future Subsidiaries of
TWC and for 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.

                  SECTION 5.09. Fiscal Periods; Accounting. TWC's fiscal year
will end on December 31 and its fiscal quarters will end on dates consistent
with such fiscal year end.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until all 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) and all Letters
of Credit shall have expired or terminated and all LC Disbursements shall have
been reimbursed, each Borrower covenants and agrees (for itself and its
Restricted Subsidiaries) with the Lenders that:

<PAGE>

                                                                              45

                  SECTION 6.01. Financial Covenants.

                  (a) The Consolidated Leverage Ratio as of the last day of any
         period of four consecutive fiscal quarters of TWC (commencing with the
         first fiscal quarter ending after the Effective Date) will not exceed
         5.00 to 1.00; provided that for the purpose of determining the
         foregoing ratio for the fiscal quarter ending December 31, 2003,
         Consolidated EBITDA for the relevant period shall be deemed to equal
         Consolidated EBITDA for the fiscal quarters ending June 30, 2003,
         September 30, 2003 and December 31, 2003 multiplied by 4/3.

                  (b) The Consolidated Interest Coverage Ratio for any period of
         four consecutive fiscal quarters of TWC (commencing with the first
         fiscal quarter ending after the Effective Date) will not be less than
         2.00 to 1.00; provided that for the purpose of determining the
         foregoing ratio for the fiscal quarter ending December 31, 2003, the
         Consolidated Interest Coverage Ratio shall be calculated for the three
         consecutive fiscal quarters of TWC ending December 31, 2003.

                  SECTION 6.02. Indebtedness. Such Borrower will not permit any
         of its Restricted Subsidiaries (other than TWE) to, create, incur,
         assume or permit to exist any Indebtedness, except:

                  (a) with respect to all such Restricted Subsidiaries,
         Indebtedness of up to an aggregate principal amount of $1,000,000,000
         at any time outstanding; provided that the aggregate principal amount
         of Indebtedness of TWEAN permitted by this clause (a) shall not exceed
         $500,000,000 at any time outstanding;

                  (b) Indebtedness of any such Restricted Subsidiary to TWC or
         any Subsidiary;

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

                  (d) Indebtedness of any such Restricted Subsidiary incurred to
         finance the acquisition, construction or improvement of any property,
         including Capital Lease Obligations and any Indebtedness assumed in
         connection with the acquisition of any such property or secured by a
         Lien on any such property prior to the acquisition thereof, and
         extensions, renewals and replacements of any such Indebtedness that do
         not increase the outstanding principal amount thereof; provided that
         the aggregate principal amount of Indebtedness permitted by this clause
         (d) with respect to any such property shall not exceed 110% of the
         purchase price for, or the cost of construction or improvement of, such
         property; and

                  (e) Indebtedness of any Person that becomes a Restricted
         Subsidiary of TWC 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 TWC 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.

<PAGE>

                                                                              46

                  SECTION 6.03. Liens. Such 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:

                  (a) any Lien on any property or asset of TWC or any Subsidiary
         existing on the date hereof; provided, that such Lien shall secure only
         those obligations which it secures on the date hereof and extensions,
         renewal and replacements thereof that do not increase the outstanding
         principal amount thereof and such Liens do not secure an aggregate
         principal amount of Indebtedness in excess of $200,000,000 or apply to
         property or assets of TWC and its Restricted Subsidiaries in excess of
         $200,000,000;

                  (b) any Lien existing on any property or asset prior to the
         acquisition thereof by TWC or any Subsidiary or existing on any
         property or asset of any Person that becomes a Subsidiary after the
         date hereof prior to the time such Person becomes a 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 TWC or any Subsidiary and (iii) such Lien shall
         secure only those obligations which it secures on the date of such
         acquisition or the date such Person becomes a Subsidiary, as the case
         may be and extensions, renewals and replacements thereof that do not
         increase the outstanding principal amount thereof;

                  (c) Liens on property acquired, constructed or improved by TWC
         or any Subsidiary; provided that (i) such security interests secure
         Indebtedness permitted by clause (d) of Section 6.02, (ii) the
         Indebtedness secured thereby does not exceed 110% of the cost of
         acquiring, constructing or improving such property and (iii) such
         security interests shall not apply to any other property or assets of
         TWC or any of its Subsidiaries;

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

                  (e) Liens securing Indebtedness of TWC or any Restricted
         Subsidiary and owing to TWC or to a Restricted Subsidiary;

                  (f) Liens on interests in or investments in any Unrestricted
         Subsidiary or in any other Person that is not a Subsidiary of TWC
         securing Indebtedness of such Unrestricted Subsidiary or such other
         Person;

                  (g) Liens for taxes, assessments or governmental charges or
         levies not yet due and payable or which are being contested in good
         faith by appropriate proceedings;

                  (h) Liens incidental to the ordinary conduct of TWC's business
         or the ownership of its assets which were not incurred in connection
         with the borrowing of money, such as carrier's, warehousemen's,
         materialmen's, landlord's and mechanic's liens, and which do not in the
         aggregate materially detract from the value of its assets or materially
         impair the use thereof in the ordinary course of its business; and

                  (i) other Liens in respect of property or assets of TWC 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 TWC at such time (it being understood that any Lien

<PAGE>

                                                                              47

         permitted under any other clause in this Section 6.03 shall not be
         included in the computation described in this paragraph).

                  SECTION 6.04. Mergers, Etc. Such 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 such 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 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 such 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) a Borrower shall not merge into or consolidate with such other
Person, unless a Borrower shall survive such consolidation or merger, and (ii) a
Borrower shall not liquidate or dissolve except into the other Borrower.

                  SECTION 6.05. Investments. Such 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, an Event of Default shall have occurred and be continuing.

                  SECTION 6.06. Restricted Payments. TWC will not declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except TWC may (a) declare and pay dividends with respect to its capital stock
payable solely in additional shares of its common stock and (b) make Restricted
Payments so long as after giving effect to the making of such Restricted
Payment, no Event of Default shall have occurred and be continuing on a pro
forma basis.

                  SECTION 6.07. Transactions with Affiliates. Such 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 such
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (c) transactions between or among the Borrowers,
between or among such Borrower and its Restricted Subsidiaries or between or
among Restricted Subsidiaries, (d) any arrangements with officers, directors,
representatives or other employees of a Borrower and its Subsidiaries relating
specifically to employment as such and (e) transactions that are otherwise
permitted by this Agreement.

                  SECTION 6.08. Unrestricted Subsidiaries. (a) Schedule 6.08
sets forth those Subsidiaries that have been designated as Unrestricted
Subsidiaries as of the date hereof, which Subsidiaries do not include any
Borrower. TWC may designate any other of its Subsidiaries (other than a
Borrower) as Unrestricted Subsidiaries from time to time in compliance with the
provisions of this Section 6.08. TWC will not designate any of its Subsidiaries
as an Unrestricted Subsidiary unless at the time such Subsidiary is designated
as an Unrestricted Subsidiary, before and after giving effect to such
designation on a pro forma basis, no Event of

<PAGE>

                                                                              48

Default shall have occurred and be continuing, as certified in an Officers'
Certificate delivered to the Administrative Agent at the time of such
designation. Such Officers' Certificate also shall state the specific purpose
for which such designation is being made. All Subsidiaries of Unrestricted
Subsidiaries shall be Unrestricted Subsidiaries.

                  (b) TWC may designate or re-designate any Unrestricted
Subsidiary as a Restricted Subsidiary from time to time in compliance with the
provisions of this Section 6.08. TWC will not designate or re-designate any
Unrestricted Subsidiary as a Restricted Subsidiary, unless at the time such
Unrestricted Subsidiary is so designated or re-designated as a Restricted
Subsidiary, after giving effect to such designation or re-designation on a pro
forma basis, no Event of Default shall have occurred and be continuing, as
certified in an Officer's Certificate delivered to the Administrative Agent at
the time of such designation or re-designation.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

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

                  (a) any Borrower shall fail to pay any principal of any Loan
         or any reimbursement obligation in respect of any LC Disbursement when
         and as the same shall become due and payable, whether at the due date
         thereof or at a date fixed for prepayment thereof or otherwise;

                  (b) any Borrower shall fail to pay any interest on any Loan or
         any fee or any other amount (other than an amount referred to in clause
         (a) of this Article) payable under this Agreement, when and as the same
         shall become due and payable, and such failure shall continue
         unremedied for a period of five days;

                  (c) any representation or warranty made or deemed made by or
         on behalf of any Credit Party in any Credit Document or any amendment
         or modification thereof, or in any report, certificate, financial
         statement or other document furnished pursuant to or in connection with
         any Credit Document or any amendment or modification thereof, shall
         prove to have been incorrect in any material respect when made or
         deemed made;

                  (d) any Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Section 5.02 or 5.03
         (with respect to its existence) or in Article VI;

                  (e) any Credit Party shall fail to observe or perform any
         covenant, condition or agreement contained in the Credit Documents
         (other than those specified in clause (a), (b) or (d) of this Article),
         and such failure shall continue unremedied for a period of 30 days
         after notice thereof from the Administrative Agent (given at the
         request of any Lender) to TWC;

                  (f) any Borrower or any Restricted Subsidiary shall fail to
         make any payment (whether of principal or interest and regardless of
         amount) in respect of any Material Indebtedness, when and as the same
         shall become due and payable after giving effect to any applicable
         grace periods;

<PAGE>

                                                                              49

                  (g) any event or condition occurs that results in any Material
         Indebtedness becoming due prior to its scheduled maturity or that
         enables or permits (after giving effect to any applicable grace
         periods) the holder or holders of any Material Indebtedness or any
         trustee or agent on its or their behalf to cause any Material
         Indebtedness to become due, or to require the prepayment, repurchase,
         redemption or defeasance thereof, prior to its scheduled maturity;
         provided that this clause (g) shall not apply to secured Indebtedness
         that becomes due as a result of the voluntary sale or transfer of the
         property or assets securing such Indebtedness;

                  (h) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of any 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 any Borrower or any Material
         Subsidiary or for a substantial part of its assets, and, in any such
         case, such proceeding or petition shall continue undismissed for 60
         days or an order or decree approving or ordering any of the foregoing
         shall be entered;

                  (i) any 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 any Borrower or any Material
         Subsidiary or for a substantial part of its assets, (iv) file an answer
         admitting the material allegations of a petition filed against it in
         any such proceeding, (v) make a general assignment for the benefit of
         creditors or (vi) take any action for the purpose of effecting any of
         the foregoing;

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

                  (k) one or more judgments for the payment of money in an
         aggregate amount in excess of $200,000,000 shall be rendered against
         any Borrower, any Material Subsidiary or any combination thereof or any
         action shall be legally taken by a judgment creditor (whose liquidated
         judgment, along with those of any other judgment creditor's, exceeds
         $200,000,000) to attach or levy upon any assets of any 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;

                  (l) an ERISA Event shall have occurred that, when taken
         together with all other ERISA Events (with respect to which a Borrower
         has a liability which has not yet been satisfied) that have occurred,
         could reasonably be expected to result in a Material Adverse Effect;

<PAGE>

                                                                              50

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

                  (n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to a 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 TWC, 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 any Borrower accrued hereunder (including all
amounts of LC Exposure, whether or not the beneficiary of the then outstanding
Letters of Credit shall have presented the documents required therein), shall
become due and payable immediately, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Borrower; and
in case of any event with respect to any 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 any Borrower accrued hereunder (including all
amounts of LC Exposure, whether or not the beneficiary of the then outstanding
Letters of Credit shall have presented the documents required therein), shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by each Borrower. With
respect to all Letters of Credit with respect to which presentment for honor
shall not have occurred at the time of an acceleration pursuant to this
paragraph, the applicable Borrower shall at such time deposit in a cash
collateral account opened by the Administrative Agent an amount equal to the
aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts
held in such cash collateral account shall be applied by the Administrative
Agent to the payment of drafts drawn under such Letters of Credit, and the
unused portion thereof after all such Letters of Credit shall have expired or
been fully drawn upon, if any, shall be applied to repay other obligations of
the Borrowers hereunder and under the other Credit Documents, if any. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made in Cash
Equivalents, or upon mutual consent of the Borrowers and the Administrative
Agent, any other investment (in each case at the Borrowers' risk and expense),
such deposits shall not bear interest. Interest or profits, if any, on such
investments shall accumulate in such account. After all such Letters of Credit
shall have expired or been fully drawn upon, all reimbursement obligations shall
have been satisfied and all other obligations of the Borrowers hereunder and
other the other Credit Documents shall have been paid in full, the balance, if
any, in such cash collateral account shall be returned to the Borrowers (or such
other Person as may be lawfully entitled thereto).

                                  ARTICLE VIII

                                   THE AGENTS

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agent as its agent and authorizes the Administrative Agent to
take such actions on its behalf and to exercise

<PAGE>

                                                                              51

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 any Company or 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
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 any Company 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 any 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 a proper Person. An
initial list of the proper Persons with respect to the Borrowers appears on
Schedule 8. Schedule 8 shall not be altered except in writing by a Person
appearing thereon (or by a successor to such Person occupying the equivalent
office). The Administrative Agent also may rely upon any statement made to it
orally or by telephone and believed by it to be made by the proper Person, and
shall not incur any liability for relying thereon so long as such statement, in
the case of a Borrowing Request, complies with the requirements of Section 2.03
in all material respects (it being understood that oral notices of borrowing
will be confirmed in writing by such Borrower in accordance with Section 2.03).
The Administrative Agent may consult with legal counsel (who may be counsel for
the Borrowers), 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.

<PAGE>

                                                                              52

                  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 Borrowers. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrowers, to appoint a successor which, so long as no Event of Default is
continuing, shall be reasonably acceptable to the Borrowers. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation, then the retiring Administrative Agent may, on behalf
of the Lenders, appoint a successor Administrative Agent which shall be a bank
with an office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrowers to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
between the Borrowers 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 Borrowers and without limiting the
obligation of the Borrowers to do so), ratably according to their Commitments in
effect (or at any time after the Commitments have terminated, their Revolving
Credit Exposures) on the date on which indemnification is sought under this
Article (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 Article shall
survive the payment of the Loans and all other amounts payable hereunder.

<PAGE>

                                                                              53

                  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.

                  The Co-Syndication Agents and Co-Documentation Agents shall
not have any duties or responsibilities under any Credit Document in their
capacity as such.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by facsimile, as follows:

                  (a) if to a Borrower, to it at 75 Rockefeller Plaza, New York,
         New York 10019, Attention of Chief Financial Officer (Facsimile No.
         (212) 405-5213), with copies to its General Counsel (Facsimile No.
         (212) 258-3172), and its Treasurer (Facsimile No. (212) 258-3020);

                  (b) if to the Administrative Agent, to JPMorgan Chase Bank,
         Agent Bank Services Group, One Chase Manhattan Plaza, New York, New
         York 10081, Attention of Janet Belden (Facsimile No. 212-552-5658),
         with a copy to JPMorgan Chase Bank, 270 Park Avenue, New York, New York
         10017, Attention of Joan Fitzgibbon (Facsimile No. 212-270-4164); and

                  (c) if to a Swingline Lender, to it as may be provided by such
         Swingline Lender from time to time;

                  (d) if to an Issuing Bank, to it as may be provided by such
         Issuing Bank from time to time;

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

Any party hereto may change its address or facsimile number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

                  SECTION 9.02. Waivers; Amendments. (a) No failure or delay by
the Administrative Agent, the Issuing Bank 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

<PAGE>

                                                                              54

rights and remedies of the Administrative Agent, the Issuing Bank 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 any 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 or issuance of a Letter of Credit shall not be
construed as a waiver of any Default, regardless of whether the Administrative
Agent, the Issuing Bank or any Lender may have had notice or knowledge of such
Default at the time.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Borrowers and the Required Lenders or by the
Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
(iv) amend, waive, modify or otherwise change Section 2.17(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) release either Borrower from its obligations
under the Primary Guarantee without the 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, the Issuing
Bank or the Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be.

                  SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The
Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the
Arrangers, the Administrative Agent and its Affiliates, including the reasonable
fees, charges and disbursements of counsel for the Administrative Agent in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Credit Documents or any amendments,
modifications or waivers of the provisions thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses incurred by the Agents, the Issuing Bank or the Lenders,
including the reasonable fees, charges and disbursements of any counsel for the
Agents, the Issuing Bank or the Lenders in connection with the enforcement or
protection of its rights in connection with any Credit Document, including its
rights under this Section, or in connection with the Loans made or Letters of
Credit issued hereunder, including in connection with any workout, restructuring
or negotiations in respect thereof, it being understood that the Agents, the
Issuing Bank and the Lenders shall use, and the Borrowers shall only be required
to pay such fees, charges and disbursements of, a single counsel, unless (and to
the extent) conflicts of interests require the use of more than one counsel.

<PAGE>

                                                                              55

                  (b) The Borrowers shall indemnify each Agent, each Issuing
Bank 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 Letter of Credit or the use of, or the
proposed use of, the proceeds therefrom (including any refusal by the Issuing
Bank to honor a demand for payment under a Letter of Credit if the documents
presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any actual or alleged presence or release of
Hazardous Materials on or from any property owned or operated by any Company, or
any Environmental Liability related in any way to any Company, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee (or a Related Party of such
Indemnitee).

                  (c) To the extent that any of the Borrowers fail to pay any
amount required to be paid by them to the Administrative Agent, the Issuing Bank
or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent, the Issuing Bank 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, the
Issuing Bank or the Swingline Lender in its capacity as such.

                  (d) To the extent permitted by applicable law, no Borrower
shall assert, and each Borrower hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive
damages (as opposed to direct or actual damages) arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or the use of the proceeds
thereof.

                  (e) All amounts due under this Section shall be payable
promptly after written demand therefor.

                  SECTION 9.04. Successors and Assigns. (a) The provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
no Borrower may 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 such 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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit)
and, to the extent expressly contemplated hereby, the Related Parties of each of
the

<PAGE>

                                                                              56

Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

                  (b) Any Lender other than a Conduit Lender may assign to one
or more 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 TWC and the Administrative Agent and (a)
the Swingline Lender (but only in the case of an assignment of all or a portion
of a Commitment in respect of Swingline Exposure) or (b) each Issuing Bank that
has issued Letters of Credit hereunder having an aggregate face amount in excess
of $10,000,000 at the time of such assignment (but only in the case of an
assignment of all or a portion of a Commitment in respect of LC Exposure) must
give its prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed), (ii) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the entire remaining
balance of the assigning Lender's Commitment, each assignment shall not be less
than an aggregate principal amount of $10,000,000, (iii) except in the case of
an assignment to a Lender or an Affiliate of a Lender or an assignment of the
entire remaining balance of the assigning Lender's Commitment, the remaining
amount of the Commitment of the assigning Lender after giving effect to such
assignment shall not be less than $10,000,000 unless, in the case of clauses
(ii) or (iii), each of TWC and the Administrative Agent otherwise consents, (iv)
each partial assignment shall be made as an assignment of a proportionate part
of all the assigning Lender's rights and obligations under this Agreement, (v)
except in the case of an assignment to an Affiliate of the assigning Lender on
or about the Effective Date, the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500 (which fee shall be sufficient to
record an assignment under all Facilities), and (vi) the assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire; provided further that any consent of TWC otherwise required under
this paragraph shall not be required if an Event of Default under clause (h) or
(i) of Article VII has occurred and is continuing. Upon acceptance and recording
pursuant to paragraph (d) of this Section, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall (i) continue to be entitled to
the benefits of Sections 2.14, 2.15, 2.16 and 9.03) and (ii) continue to be
subject to the confidentiality provisions hereof. Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section. Notwithstanding the foregoing, any Conduit Lender
may assign at any time to its designating Lender hereunder without the consent
of any Borrower or the Administrative Agent any or all of the Loans it may have
funded hereunder and pursuant to its designation agreement and without regard to
the limitations set forth in the first sentence of this Section.

                  (c) The Administrative Agent, acting for this purpose as an
agent of the Borrowers, 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

<PAGE>

                                                                              57

addresses of the Lenders, and the Commitment of, and principal amount of the
Loans and LC Disbursements 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 Borrowers, the Administrative Agent, the Issuing Bank and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary.

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

                  (e) Any Lender other than a Conduit Lender may, without the
consent of any 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 Borrowers, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.

                  (f) A Participant shall not be entitled to receive any greater
payment under Section 2.14 or 2.16 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrowers' prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.16 unless
the Borrowers are notified of the participation sold to such Participant and
such Participant agrees, for the benefit of the Borrowers, to comply with
Section 2.16(e) as though it were a Lender.

                  (g) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any such pledge or assignment to a Federal
Reserve Bank, and this Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or
substitute any such assignee for such Lender as a party hereto.

<PAGE>

                                                                              58

                  (h) Each Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to
facilitate transactions of the type described in paragraph (g) above.

                  (i) Each Borrower, each Lender and the Administrative Agent
hereby confirms that it will not institute against a Conduit Lender or join any
other Person in instituting against a Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
state bankruptcy or similar law, for one year and one day after the payment in
full of the latest maturing commercial paper note issued by such Conduit Lender;
provided, however, that each Lender designating any Conduit Lender hereby agrees
to indemnify, save and hold harmless each other party hereto for any loss, cost,
damage or expense arising out of its inability to institute such a proceeding
against such Conduit Lender during such period of forbearance.

                  SECTION 9.05. Survival. All covenants, agreements,
representations and warranties made by the Borrowers 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 this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.14,
2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby,
the repayment of the Loans, the expiration or termination of the Commitments or
the termination of this Agreement or any provision hereof.

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

                  SECTION 9.07. Severability. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

<PAGE>

                                                                              59

                  SECTION 9.08. Right of Setoff. If an Event of Default shall
have occurred and be continuing, each Lender is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final) at any time held by such Lender or any Affiliate of such Lender that is
primarily engaged in commercial banking activities and other indebtedness at any
time owing by such Lender to or for the credit or the account of any of the
Borrowers (other than indebtedness related to commercial advertising and
marketing arrangements entered into in the ordinary course of business) against
any of and all the obligations of any of the Borrowers now or hereafter existing
under this Agreement held by such Lender, irrespective of whether or not such
Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The rights of each Lender under this Section are
in addition to other rights and remedies (including other rights of setoff)
which such Lender may have.

                  SECTION 9.09. Governing Law; Jurisdiction; Consent to Service
of Process. (a) This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

                  (b) Each Borrower hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of the
Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to the Credit Documents, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding shall be
heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

                  (c) Each Borrower hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (d) Each party to this Agreement irrevocably consents to
service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

                  SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE

<PAGE>

                                                                              60

BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

                  SECTION 9.11. Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and shall not affect the construction of, or be taken
into consideration in interpreting, this Agreement.

                  SECTION 9.12. Confidentiality. Each of the Administrative
Agent and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (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, TWC 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 Borrowers containing provisions substantially
the same as those of this Section, to any (i) assignee (or Conduit Lender) of or
Participant in, or any prospective assignee (or Conduit Lender) of or
Participant in, any of its rights or obligations under this Agreement or (ii)
hedging agreement counterparty (or such contractual counterparty's professional
advisor), (g) with the consent of TWC 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 a Borrower. For the purposes of
this Section, "Information" means all information received from a Borrower,
whether oral or written, relating to a Borrower or their business, other than
any such information that is available to the Administrative Agent or any Lender
on a nonconfidential basis prior to disclosure by a Borrower; provided that, in
the case of information received from a 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.

                  Notwithstanding any other provision in the Credit Documents,
each of the parties hereto (and each employee, representative, or other agent of
any such party) may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of the Transactions and all
materials of any kind (including opinions or other tax analyses) that are
provided to such party relating to such U.S. tax treatment and U.S. tax
structure, other than any information for which nondisclosure is reasonably
necessary in order to comply with applicable securities laws.

                  SECTION 9.13. Acknowledgements. Each 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;

<PAGE>

                                                                              61

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to such Person 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 such Person, 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 such Person and the
         Lenders.

                  SECTION 9.14. Supplemental Guarantees. Notwithstanding
anything herein or in any Credit Document to the contrary, each Supplemental
Guarantor shall automatically be released from its obligations under the
Supplemental Guarantee upon the first to occur of (a) the termination of, or
release of such Supplemental Guarantor from, its existing guarantee of TWE's
obligations under the Indenture, dated as of April 30, 1992, among Time Warner
Inc., TWE and the other parties thereto and (b) the sale, transfer or other
disposition of all or substantially all of the combined assets of the
Supplemental Guarantors (other than their equity interest in TWC and its
Subsidiaries) and, in such case, any Guarantees of the Obligations of TWE by
such Supplemental Guarantor shall terminate without any further action.

<PAGE>

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

                              TIME WARNER CABLE INC.

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

                              TIME WARNER ENTERTAINMENT COMPANY, L.P.

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

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              JPMORGAN CHASE BANK, as Administrative
                                  Agent and a Reference Bank

                              By: /s/ Joan M. Fitzgibbon
                                  ---------------------------------------------
                                  Name: Joan M. Fitzgibbon
                                  Title: Managing Director

                              CITICORP NORTH AMERICA, INC., as Co-Syndication
                                  Agent and a Reference Bank

                              By: /s/ Carolyn A. Kee
                                  ---------------------------------------------
                                  Name: Carolyn A. Kee
                                  Title: Vice President

                              DEUTSCHE BANK AG, NEW YORK BRANCH, as
                                  Co-Syndication Agent and a Reference Bank

                              By: /s/ Philippe Sandmeire
                                  ---------------------------------------------
                                  Name: Philippe Sandmeire
                                  Title: Director
                              By: /s/ Peter Eschmann
                                  ---------------------------------------------
                                  Name: Peter Eschmann
                                  Title: Vice President

                              ABN AMRO BANK N.V., as Co-Documentation Agent

                              By: /s/ David Carrington
                                  ---------------------------------------------
                                  Name: David Carrington
                                  Title: Director
                              By: /s/ Richard R. Stone
                                  ---------------------------------------------
                                  Name: Richard R. Stone
                                  Title: Assistant Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              BNP PARIBAS, as Co-Documentation Agent

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

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              ABN AMRO Bank N.V.

                              By: /s/ Frances O'R. Logan
                                  ---------------------------------------------
                                  Name: Frances O'R. Logan
                                  Title: Managing Director
                              By: /s/ Shilpa Parandekar
                                  ---------------------------------------------
                                  Name: Shilpa Parandekar
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              BANK OF AMERICA, N.A.

                              By: /s/ James Gilland
                                  ---------------------------------------------
                                  Name: James Gilland
                                  Title: Managing Director

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              The Bank Of New York

                              By: /s/ Michael E. Masters
                                  ---------------------------------------------
                                  Name: Michael E. Masters
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              THE BANK OF NOVA SCOTIA

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

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              The Bank of Tokyo-Mitsubishi Ltd.,
                              New York Branch

                              By: /s/ Lillian Kim
                                  ---------------------------------------------
                                  Name: Lillian Kim
                                  Title: Authorized Signatory

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Bank One, NA

                              By: /s/ Matthew J. Reilly
                                  ---------------------------------------------
                                  Name: Matthew J. Reilly
                                  Title: Director

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              BARCLAYS BANK PLC

                              By: /s/ L. Peter Yetman
                                  ---------------------------------------------
                                  Name: L. Peter Yetman
                                  Title: Director

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Bear Stearns Corporate Lending Inc.

                              By: /s/ Keith C. Barnish
                                  ---------------------------------------------
                                  Name: Keith C. Barnish
                                  Title: Authorized Signatory

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              BNP PARIBAS

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

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Citibank, N.A.

                              By: /s/ Carolyn A. Kee
                                  ---------------------------------------------
                                  Name: Carolyn A. Kee
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Citicorp North America, Inc.

                              By: /s/ Carolyn A. Kee
                                  ----------------------------------------------
                                  Name: Carolyn A. Kee
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              CREDIT LYONNAIS NEW YORK BRANCH

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

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              DEUTSCHE BANK AG, NY BRANCH

                              By: /s/ William W. McGinty
                                  ----------------------------------------------
                                  Name: William W. McGinty
                                  Title: Director
                              By: /s/ Peter Eschmann
                                  ----------------------------------------------
                                  Name: Peter Eschmann
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              DRESDNER BANK A.G., NEW YORK AND
                              GRAND CAYMAN BRANCHES

                              By: /s/ Brian M. Smith
                                  ----------------------------------------------
                                  Name: Brian M. Smith
                                  Title: Director
                              By: /s/ Brian K. Schneider
                                  ----------------------------------------------
                                  Name: Brian K. Schneider
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              FLEET NATIONAL BANK

                              By: /s/ Patrick Bonebrake
                                  ----------------------------------------------
                                  Name: Patrick Bonebrake
                                  Title: Director

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              HSBC Bank USA

                              By: /s/ Sandeep Pahwa
                                  ----------------------------------------------
                                  Name: Sandeep Pahwa
                                  Title: Senior Banker - Telecommunication
                                  and Media

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Lehman Commercial Paper, Inc.

                              By: /s/ Jane E. Gillard
                                  ----------------------------------------------
                                  Name: Jane E. Gillard
                                  Title: Authorized Signatory

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              LLOYDS TSB BANK PLC

                              By: /s/ Lisa Maguire
                                  ----------------------------------------------
                                  Name: Lisa Maguire
                                  Title: Assistant Vice President
                              By: /s/ Peter Doyle
                                  ----------------------------------------------
                                  Name: Peter Doyle
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Mellon Bank, N.A.

                              By: /s/ Thomas J. Tarasovich, Jr.
                                  ----------------------------------------------
                                  Name: Thomas J. Tarasovich, Jr.
                                  Title: Assistant Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              MERRILL LYNCH BANK USA

                              By: /s/ Louis Alder
                                  ----------------------------------------------
                                  Name: Louis Alder
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              MIZHO CORPORATE BANK LIMITED

                              By: /s/ Raymond Ventura
                                  ----------------------------------------------
                                  Name: Raymond Ventura
                                  Title: Senior Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Morgan Stanley Bank

                              By: /s/ Jaap L. Tonckens
                                  ----------------------------------------------
                                  Name: Jaap L. Tonckens
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              The Royal Bank of Scotland plc

                              By: /s/ David Lucas
                                  ----------------------------------------------
                                  Name: David Lucas
                                  Title:  Senior Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              SOCIETE GENERALE

                              By: /s/ Elaine Khalil
                                  ----------------------------------------------
                                  Name: Elaine Khalil
                                  Title: Director

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              Sumitomo Mitsui Banking Corporate

                              By: /s/ Leo E. Pagarigan
                                  ----------------------------------------------
                                  Name: Leo E. Pagarigan
                                  Title: Senior Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              UFJ BANK LIMITED

                              By: /s/ Stephen C. Small
                                  ----------------------------------------------
                                  Name: Stephen C. Small
                                  Title: Senior Vice President & Area Manager

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              US BANK, National Association

                              By: /s/ Christian J. Bugyis
                                  ----------------------------------------------
                                  Name: Christian J. Bugyis
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              WACHOVIA BANK, N.A.

                              By: /s/ Michael E. McDuffie
                                  ----------------------------------------------
                                  Name: Michael E. McDuffie
                                  Title: Vice President

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                              WESTLB AG, NEW YORK BRANCH

                              By: /s/ Lucie L. Guernsey
                                  ----------------------------------------------
                                  Name: Lucie L. Guernsey
                                  Title: Executive Director
                              By: /s/ Richard J. Pearse
                                  ----------------------------------------------
                                  Name: Richard J. Pearse
                                  Title: Executive Director

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                                  WILLIAM STREET COMMITMENT CORPORATION
                                  (Recourse only to assets of Williams Smith
                                  Commitment Corporation)

                              By: /s/ Jennifer M. Hill
                                  ----------------------------------------------
                                  Name: Michael E. McDuffie
                                  Title: Vice President and Chief
                                  Financial Officer

       Time Warner Cable Inc. and Time Warner Entertainment Company, L.P.
                           Five-Year Credit Agreement

<PAGE>

                                                                   SCHEDULE 2.01

                         Address of Notices; Commitments

<TABLE>
<CAPTION>
   Lender Name and Address                                    Commitment
   -----------------------                                    ----------
<S>                                                         <C>

Citibank, N.A.                                              $107,142,857.15

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

Citicorp North America, Inc.                                $107,142,857.14

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

JPMorgan Chase Bank                                         $142,857,142.86

270 Park Avenue, 36th Floor
New York, NY 10017
Attn: Joan Fitzgibbon
Telephone: 212-270-1786
Facsimile: 212-270-4164

Deutsche Bank AG, New York Branch                           $200,000,000.00

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

ABN AMRO Bank N.V.                                          $111,428,571.43

350 Park Avenue, 2nd floor
New York, New York 10022
Attn: Nan Logan
Telephone: 212-251-3620
Facsimile: 212-251-3662
</TABLE>

<PAGE>

<TABLE>
<S>                                                         <C>
BNP Paribas                                                 $111,428,571.43

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

Bank of America, N.A.                                       $80,000,000.00

335 Madison Avenue, 5th Floor
New York, NY 10017
Attn: Thomas J. Kane
Telephone: 212-503-7980
Facsimile: 212-503-7173

BankOne, N.A.                                               $80,000,000.00

One Bank One Plaza
Chicago, IL 60670
Attn: Jennifer L. Jones
Telephone: 312-732-1005
Facsimile: 312-732-8587

Barclays Bank PLC                                           $80,000,000.00

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

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

HSBC Bank USA                                               $80,000,000.00

452 Fifth Avenue, 5th Floor
New York, NY 10005
Attn: Christopher J. Heusler
Telephone: 212-525-2496
Facsimile: 212-525-2479
</TABLE>

<PAGE>

<TABLE>
<S>                                                         <C>
The Royal Bank of Scotland plc                              $80,000,000.00

101 Park Avenue, 10th Floor
New York, NY 10178
Attn: Brian Woods
Telephone: 212-401-3403
Facsimile: 212-401-3456

WestLB AG, New York Branch                                  $80,000,000.00

1211 Avenue of the Americas
New York, NY 10036
Attn: Lucie Guernsey
Telephone: 212-852-6335
Facsimile: 212-852-6307

The Bank of Nova Scotia                                     $57,142,857.14

One Liberty Plaza, 26th Floor
New York, NY 10006
Attn: Trisha McCue
Telephone: 212-225-5289
Facsimile: 212-225-5355

Bank of Tokyo-Mitsubishi Ltd., NY Branch                    $57,142,857.14

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

Dresdner Bank AG, New York and Grand Cayman Branches        $57,142,857.14

75 Wall Street
New York, NY 10005
Attn: Brian Haughney
Telephone: 212-429-2443
Facsimile: 212-429-4181

William Street Commitment Corporation                       $57,142,857.14

85 Broad Street, 6th Floor
New York, NY 10004
Attn: Sandra Stulberger
Telephone: 212-902-5977
Facsimile: 212-357-4597
</TABLE>

<PAGE>

<TABLE>
<S>                                                         <C>
Morgan Stanley Bank                                         $57,142,857.14

1221 Avenue of the Americas, 35th Floor
New York, NY 10020
Attn: Joseph DiTomaso
Telephone: 212-762-5811
Facsimile: 212-762-9181

Sumitomo Mitsui Banking Corporation                         $57,142,857.14

277 Park Avenue
New York, NY 10172
Attn: Leo Pagarigan
Telephone: 212-224-4306
Facsimile: 212-224-4384

Wachovia Bank, N.A.                                         $57,142,857.14

301 South College Street, DC5
NC-0760, DC-05
Charlotte, NC 28288
Attn:  James Heatwole
Telephone: 704-715-8099
Facsimile: 704-383-1625

Bear Stearns Corporate Lending Inc.                         $40,000,000.00

383 Madison Ave., 8th Floor
New York, NY 10179
Attn:  Kevin Cullen
Telephone: 212-272-5724
Facsimile: 212-272-9184

Lehman Commercial Paper Inc.                                $40,000,000.00

c/o Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017
Attn: Andrew Keith
Telephone: 212-455-7569
Facsimile: 212-455-2502

Merrill Lynch Bank USA                                      $40,000,000.00

15 West South Temple, Suite 300
Salt Lake City, UT 84101
Attn: Butch Adler
Telephone: 801-526-8324
Facsimile: 801-531-7470
</TABLE>

<PAGE>

<TABLE>
<S>                                                         <C>
Mizuho Corporate Bank, LTD                                  $40,000,000.00

1251 Avenue of the Americas
New York, NY 10020
Attn: Daniel Guevara
Telephone: 212-282-4537
Facsimile: 212-354-7205

Societe Generale                                            $40,000,000.00

1221 Avenue of the Americas
New York, NY 10020
Attn:  Richard Knowlton
Telephone: 212-278-6163
Facsimile: 212-278-6146

Bank of New York                                            $20,000,000.00

One Wall Street, 16th Floor
New York, NY 10286
Attn: Geoffrey C. Brooks
Telephone: 212-635-8475
Facsimile: 212-635-8593

Credit Lyonnais                                             $20,000,000.00

1301 Avenue of the Americas
New York, NY  10019
Attn: Patrick McCarthy
Telephone: 212-261-7263
Facsimile: 212-261-3288

Fleet National Bank                                         $20,000,000.00

100 Federal Street
Boston, MA 02110
Attn: Patrick Bonebrake
Telephone: 617-434-1156
Facsimile: 617-434-8426

Lloyds TSB Bank, plc                                        $20,000,000.00

575 Fifth Avenue, 17th Floor
New York, NY 10017
Attn: Windsor Davies
Telephone: 212-930-8909
Facsimile: 212-930-5098
</TABLE>

<PAGE>

<TABLE>
<S>                                                         <C>
Mellon Bank, N.A.                                           $20,000,000.00

1 Mellon Bank Center
500 Grant Street, Rm. 4450
Pittsburgh, PA 15258
Attn: Thomas Tarasovich, Jr.
Telephone: 412-236-2790
Facsimile: 412-236-6112

UFJ Bank Limited                                            $20,000,000.00

55 East 52nd Street, 26th Floor
New York, NY 10055
Attn: Stephen C. Small
Telephone: 212-339-6201
Facsimile: 212-754-1304

U.S. Bank National Association                              $20,000,000.00

10800 N.E. 8th Street, Suite 1000
Bellevue, WA 98004
Attn: Ken Plank
Facsimile: 425-450-5989
                                                           -----------------
         TOTAL:                                            $2,000,000,000.00
                                                           -----------------
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

<TABLE>
<S>                    <C>                                                      <C>
LOAN TYPE:             A BORROWING NOTICE (PURSUANT AND SUBJECT TO              PREPAYMENT NOTICE (PURSUANT TO
                       SECTION 2.03 OR SECTION 2.04, AS APPLICABLE) OR          SECTION 2.10) MUST BE GIVEN NOT
                       AN INTEREST ELECTION (PURSUANT TO SECTION 2.07)          LATER THAN:
                       MUST BE GIVEN NOT LATER THAN:

REVOLVING LOANS

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

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

ABR Borrowing          2:00 pm New York City time on the day of the
                       proposed Borrowing.
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

Bank:                  JPMorgan Chase Bank

Address:               One Chase Manhattan Plaza
                       New York, NY 10005

ABA:                   021 000 021
Account Name:          Time Warner Cable
Account Number:        304-180335

Bank:                  JPMorgan Chase Bank

Address:               One Chase Manhattan Plaza
                       New York, NY 10005

ABA:                   021 000 021
Account Name:          Time Warner Entertainment Company, L.P.
Account Number:        323-042848

<PAGE>

                                                                   SCHEDULE 6.08

                            UNRESTRICTED SUBSIDIARIES

TWEAN Subsidiary, LLC

<PAGE>

                                                                      SCHEDULE 8

                             LIST OF PROPER PERSONS

<TABLE>
<CAPTION>
    Name                       Title
    ----                       -----
<S>                   <C>
Landel Hobbs          Exec. Vice President and CFO
</TABLE>

<PAGE>

                                                                       EXHIBIT A

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

                  Reference is made to the Five-Year Credit Agreement, dated as
of December 9, 2003 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among Time Warner Cable Inc., Time Warner
Entertainment Company, L.P., the Lenders party thereto, Citicorp North America,
Inc. and Deutsche Bank AG, New York Branch, as co-syndication agents, ABN AMRO
Bank N.V. and BNP Paribas, as co-documentation agents, and JPMorgan Chase Bank,
as administrative agent (in such capacity, the "Administrative Agent"). Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein
shall have the meanings given to them in the Credit Agreement.

                  The Assignor identified on Schedule l hereto (the "Assignor")
and the Assignee identified on Schedule l hereto (the "Assignee") agree as
follows:

         1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), the interest described in Schedule 1 hereto
(the "Assigned Interest") in and to the Assignor's rights and obligations under
the Credit Agreement with respect to the amount set forth on Schedule 1 hereto
for the Commitments and Revolving Credit Exposure of the Assignor on the
Effective Date of this Assignment and Acceptance.

         2. The Assignor (a) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any other Credit Document or any other instrument or
document furnished pursuant thereto, other than that the Assignor has not
created any adverse claim upon the interest being assigned by it hereunder and
that such interest is free and clear of any such adverse claim and (b) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any of the Borrowers, any of their Affiliates or any
other obligor or the performance or observance by any of the Borrowers, any of
their Affiliates or any other obligor of any of their respective obligations
under the Credit Agreement or any other Credit Documents or any other instrument
or document furnished pursuant hereto or thereto.

         3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 3.04 thereof and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (c) agrees
that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Agreement and other
Credit Documents or any other instrument or document furnished pursuant hereto
or thereto; (d) appoints and authorizes the Administrative Agent to take such
action as agent on its

<PAGE>

                                                                               2

behalf and to exercise such powers and discretion under the Credit Agreement and
other Credit Documents or any other instrument or document furnished pursuant
hereto or thereto as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are incidental thereto; and (e) agrees
that it will be bound by the provisions of the Credit Agreement and will perform
in accordance with its terms all the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender.

         4. The effective date of this Assignment and Acceptance shall be the
Effective Date of Assignment described in Schedule 1 hereto (the "Effective
Date"). Following the execution of this Assignment and Acceptance, it will be
delivered to the Administrative Agent for acceptance by it and recording by the
Administrative Agent pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the
Administrative Agent, be earlier than five Business Days after the date of such
acceptance and recording by the Administrative Agent).

         5. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to the Effective Date
and to the Assignee for amounts which have accrued subsequent to the Effective
Date.

         6. From and after the Effective Date, (a) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Credit Documents and shall be bound by the provisions thereof and (b) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement.

         7. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Assignment and Acceptance to be executed as of the date first above written by
their respective duly authorized officers on Schedule 1 hereto.

<PAGE>

                                   Schedule 1
                to Assignment and Acceptance with respect to the
            Five-Year Credit Agreement, dated as of December 9, 2003,
   among Time Warner Cable Inc., Time Warner Entertainment Company, L.P., the
    Lenders party thereto, Citicorp North America, Inc. and Deutsche Bank AG,
 New York Branch, as co-syndication agents, ABN AMRO Bank N.V. and BNP Paribas,
  as co-documentation agents, and JPMorgan Chase Bank, as administrative agent
                 (in such capacity, the "Administrative Agent")

Name of Assignor: _______________________

Name of Assignee: _______________________

Effective Date of Assignment: _________________

Amount of Commitments and
Revolving Credit Exposure
      Assigned

     $___________

[Name of Assignee]                            [Name of Assignor]

By:______________________________             By:______________________________
      Title:                                        Title:

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

JPMORGAN CHASE BANK, as                       [TIME WARNER CABLE INC.]
Administrative Agent

By:______________________________             [By:____________________________
   Title:                                         Title:]
                                              [____________________________, as
                                               Swingline Lender]

                                              [By:____________________________
                                                  Title:]

<PAGE>

                                                                               2

                                                   Title:]

                                              [____________________________, as
                                               Issuing Bank]

                                              [By:____________________________
                                                    Title:]

<PAGE>

                                                                       EXHIBIT B

                            FORM OF PRIMARY GUARANTEE

                  GUARANTEE, dated as of December 9, 2003, made by TIME WARNER
CABLE INC., a Delaware corporation ("TWC") and TIME WARNER ENTERTAINMENT
COMPANY, L.P., a Delaware limited partnership ("TWE") (each, a "Guarantor", and
collectively, the "Guarantors"), in favor of JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the "Administrative Agent") for the
lenders (the "Lenders") parties to the Five-Year Credit Agreement, dated as of
December 9, 2003 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among TWC, TWE, the Lenders, CITICORP NORTH
AMERICA, INC. and DEUTSCHE BANK AG, NEW YORK BRANCH, as co-syndication agents
(in such capacity, the "Co-Syndication Agents"), ABN AMRO BANK N.V. and BNP
PARIBAS, as co-documentation agents (in such capacity, the "Co-Documentation
Agents") and the Administrative Agent.

                              W I T N E S S E T H:

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans and other extensions of credit to the Borrowers
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 and other extensions of Credit to the
Borrowers 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 a Borrower under the Credit
Agreement and an affiliate of the other Borrower under the Credit Agreement, and
it is to the advantage of each Guarantor that the Lenders make the Loans and
other extensions of credit to such other Borrower under the Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective loans and other extensions of
credit to the Borrowers under the Credit Agreement, each Guarantor hereby agrees
with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:

                  1.       Defined Terms. (a) Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  (b)      As used herein, "Obligations" means the collective
reference to the unpaid principal of and interest on the Loans and Reimbursement
Obligations and all other obligations and liabilities of each 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 Reimbursement Obligations and interest accruing at the
then applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or

<PAGE>

the commencement of any insolvency, reorganization or like proceeding,
relating to either one or both of the Borrowers 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 to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, the Credit Agreement, any Letter of Credit 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 either one or both of the
Borrowers pursuant to the terms of the Credit Agreement or any other Credit
Document).

                  (c)      As used herein, "Reimbursement Obligation" means the
obligation of a Borrower to reimburse the Issuing Bank pursuant to Section
2.05(e) of the Credit Agreement for amounts drawn under Letters of Credit.

                  (d)      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.

                  (e)      The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  2.       Guarantees. (a) TWC hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Lenders and their respective successors, indorsees, transferees and assigns,
the prompt and complete payment and performance by TWE as and when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations of TWE.

                  (b)      TWE hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by TWC as and when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of TWC.

                  (c)      This Guarantee shall remain in full force and effect
until the Obligations are paid in full, no Letter of Credit shall be outstanding
(unless such Letter of Credit is cash collateralized in accordance with Section
2.05(c) of the Credit Agreement) and the Commitments are terminated,
notwithstanding that from time to time prior thereto either one or both of the
Borrowers may be free from any Obligations.

                  (d) 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.

                  (e) Anything herein or in any other Credit Document to the
contrary notwithstanding, the maximum liability of each Guarantor hereunder and
under the other Credit

                                       2
<PAGE>

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.

                  (f)      No payment or payments made by either of the
Borrowers, either of the Guarantors, any other guarantor or any other Person or
received or collected by the Administrative Agent or any Lender from either of
the Borrowers, either of the Guarantors, any other guarantor or any other Person
by virtue of any action or proceeding or any setoff or appropriation or payment
of the Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any Guarantor hereunder who shall, notwithstanding any
such payment or payments (other than payments made by such Guarantor in respect
of the Obligations or payments received or collected from such Guarantor in
respect of the Obligations), remain liable for the Obligations, up to the
maximum liability of such Guarantor hereunder until the Obligations are paid in
full, no Letter of Credit shall be outstanding (unless such Letter of Credit is
cash collateralized in accordance with Section 2.05(c) of the Credit Agreement)
and the Commitments are terminated.

                  3.       Right of Setoff. (a) TWC hereby authorizes each
Lender at any time and from time to time when any amounts owed by TWE 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 by such Lender or any Affiliate of such
Lender that is primarily engaged in commercial banking activities and other
indebtedness at any time owing by such Lender to or for the credit or the
account of TWC (other than indebtedness related to commercial advertising and
marketing arrangements entered into in the ordinary course of business) against
any of and all of the obligations of TWE 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 TWC 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.

                  (b)      TWE hereby authorizes each Lender at any time and
from time to time when any amounts owed by TWC 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 by such Lender or any Affiliate of such Lender that is primarily
engaged in commercial banking activities and other indebtedness at any time
owing by such Lender to or for the credit or the account of TWE (other than
indebtedness related to commercial advertising and marketing arrangements
entered into in the ordinary course of business) against any of and all of the
obligations of TWC 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 TWE 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.

                                       3
<PAGE>

                  4.       No Subrogation. Notwithstanding any payment or
payments made by any Guarantor hereunder, or any setoff or application of funds
of any Guarantor by any Lender, no Guarantor shall be entitled to be subrogated
to any of the rights of the Administrative Agent or any Lender against the other
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 other Borrower in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and the
Lenders by the Borrowers on account of the Obligations are paid in full, no
Letter of Credit shall be outstanding (unless such Letter of Credit is cash
collateralized in accordance with Section 2.05(c) of the Credit Agreement) 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.

                  5.       Amendments, etc. with Respect to the Obligations;
Waiver of Rights. Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor,
and without notice to or further assent by any Guarantor, (a) any demand for
payment of any of the Obligations made by the Administrative Agent or any Lender
may be rescinded by the Administrative Agent or such Lender, and any of the
Obligations continued, (b) the Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, (c) the
Credit Agreement and any other Credit Document may be amended, modified,
supplemented or terminated, in whole or in part, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Obligations or for this Guarantee or any
property subject thereto.

                  6.       Guarantee Absolute and Unconditional. Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Guarantee; and all dealings between either one or both of the
Borrowers or 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 either one or both of the Borrowers or Guarantors with respect to the
Obligations. This Guarantee shall be construed as a continuing, absolute and
unconditional guarantee of payment without regard to (a) the validity,
regularity or enforceability of the Credit

                                       4
<PAGE>

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 either
one or both of the Borrowers 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 either one or both of the Borrowers or Guarantors)
which constitutes, or might be construed to constitute, an equitable or legal
discharge of either one or both of the Borrowers 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 other Borrower or any
other Person or against any collateral security or guarantee for the Obligations
or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the other Borrower or any
such other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the other Borrower or
any such other Person or of any such collateral security, guarantee or right of
offset, shall not relieve any Guarantor of any liability hereunder, and shall
not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender against
any Guarantor. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings.

                  7.       Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of either one
or both of the Borrowers or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for,
either one or both of the Borrowers or any substantial part of either Borrower's
property, or otherwise, all as though such payments had not been made.

                  8.       Payments. Each Guarantor hereby agrees that payments
hereunder will be paid to the Administrative Agent without setoff or
counterclaim at the office of the Administrative Agent located at One Chase
Manhattan Plaza, New York, New York 10081 or to such other office as designated
by the Administrative Agent.

                  9.       Representations and Warranties. To induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the
Borrowers 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), 3.06 and 3.10 on any date other than the Effective Date) as
they relate to such Guarantor or to the Credit Documents to which such Guarantor
is a party, each of which is hereby incorporated herein by reference, are true
and correct, and the Administrative Agent and each Lender shall be entitled to
rely on each of them as if they were fully set forth herein (it being understood
that any representation or warranty set forth in Article III of the Credit
Agreement

                                       5
<PAGE>

that is qualified by a reference to TWC 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 a Borrower
under the Credit Agreement on and as of such date of borrowing as though made
hereunder on and as of such date.

                  10.      Authority of Administrative Agent. Each Guarantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and any or all of the Guarantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting, and
no Guarantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.

                  11.      Notices. All notices, requests and demands to or upon
the Administrative Agent, any Lender or any Guarantor shall be effected in the
manner provided in Section 9.01 of the Credit Agreement; any such notice,
request or demand to or upon any Guarantor shall be addressed to such Guarantor
at its notice address set forth on Schedule 1 hereto.

                  12.      Severability. Any provision of this Guarantee which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  13.      Integration. This Guarantee and the other Credit
Documents represent the agreement of each Guarantor with respect to the subject
matter hereof and there are no promises or representations by the Guarantor, the
Administrative Agent or any Lender relative to the subject matter hereof not
reflected herein or in the other Credit Documents.

                  14.      Amendments in Writing. None of the terms or
provisions of this Guarantee may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the applicable Guarantor and
the Administrative Agent, provided that any right, power or privilege of the
Administrative Agent or the Lenders arising under this Guarantee may be waived
by the Administrative Agent and the Lenders in a letter or agreement executed by
the Administrative Agent; provided, further, that no such amendment or waiver
shall release either Guarantor from its obligations hereunder without the
written consent of each Lender.

                  15.      No Waiver; Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to paragraph 14 hereof),

                                       6
<PAGE>

delay, indulgence, omission or otherwise be deemed to have waived any right or
remedy hereunder or to have acquiesced in any Default or Event of Default or in
any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Administrative Agent or any
Lender, any right, power or privilege hereunder shall operate as a waiver
thereof. No single or partial exercise of any right, power or privilege
hereunder shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. A waiver by the Administrative Agent or
any Lender of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Administrative Agent or such
Lender would otherwise have on any future occasion. The rights and remedies
herein provided are cumulative, may be exercised singly or concurrently and are
not exclusive of any other rights or remedies provided by law.

                  16.      Section Headings. The section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  17.      Successors and Assigns. This Guarantee shall be
binding upon the successors and assigns of each Guarantor and shall inure to the
benefit of the Administrative Agent and the Lenders and their successors and
assigns; provided that no Guarantor may assign, transfer or delegate any of its
rights or obligations under this Guarantee without the prior written consent of
the Administrative Agent.

                  18.      Enforcement Expenses. Each Guarantor agrees, jointly
and severally, to pay or reimburse each Lender and the Administrative Agent for
all its costs and expenses incurred in collecting against such Guarantor under
this Guarantee or otherwise enforcing or protecting any rights under this
Guarantee and the other Credit Documents to which such Guarantor is a party,
including, without limitation, the fees and disbursements of counsel to each
Lender and of counsel to the Administrative Agent.

                  19.      Counterparts. This Guarantee may be executed by one
or more of the Guarantors on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

                  20.      Acknowledgements.

                  Each Guarantor hereby acknowledges that:

                  (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

                                       7
<PAGE>

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

                  21.      GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

                  22.      Jurisdiction; Consent to Service of Process. (a) Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the Supreme Court of the State of New
York sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guarantee, or for
recognition or enforcement of any judgment, and each Guarantor hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding shall be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court. Each Guarantor agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

                  (b)      Each Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Guarantee in any court
referred to in paragraph (a) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (c)      Each Guarantor irrevocably consents to service of
process in the manner provided for notices in paragraph 11 of this Guarantee.
Nothing in this Guarantee will affect the right of any party to this Guarantee
to serve process in any other manner permitted by law.

                  23.      WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

                                       8
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.

                                        TIME WARNER CABLE INC.

                                        By: __________________________________
                                            Name:
                                            Title:

                                        TIME WARNER ENTERTAINMENT COMPANY, L.P.

                                        By:___________________________________
                                           Name:
                                           Title:

                                       9
<PAGE>

                                                                      SCHEDULE 1

                               Address for Notices

TIME WARNER CABLE INC.
75 Rockefeller Plaza
New York, NY  10019
Attention:  Chief Financial Officer
Facsimile No. 212-405-5213
Attention:  General Counsel
Facsimile No. 212-258-3172
Attention:  Treasurer
Facsimile No. 212-258-3020

TIME WARNER ENTERTAINMENT COMPANY, L.P.
75 Rockefeller Plaza
New York, NY  10019
Attention:  Chief Financial Officer
Facsimile No. 212-405-5213
Attention:  General Counsel
Facsimile No. 212-258-3172
Attention:  Treasurer
Facsimile No. 212-258-3020

<PAGE>

                                                                       EXHIBIT C

                                     FORM OF

                             SUPPLEMENTAL GUARANTEE

                  SUPPLEMENTAL GUARANTEE ("Guarantee"), dated as of December 9,
2003 by each of the persons listed on the signature pages hereof (each, a
"Guarantor" and collectively, the "Guarantors"), in favor of and for the benefit
of the lenders (collectively, the "Lenders") party to that certain Five-Year
Credit Agreement dated as of December 9, 2003 (as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Time Warner Cable Inc., a Delaware corporation
("TWC"), Time Warner Entertainment Company, L.P., a Delaware limited partnership
("TWE"), JPMorgan Chase Bank, as Administrative Agent (the "Agent"), and the
Lenders party thereto (the Agent and the Lenders each, a "Guaranteed Party" and
collectively, the "Guaranteed Parties"). Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

                                R E C I T A L S :

                  1. Pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans to TWE upon the terms and conditions set forth
therein.

                  2. The Obligations of TWE are being incurred for and will
inure to the benefit of such Guarantor.

                  3. Each Guarantor desires to guarantee its Guaranteed
Percentage of such Obligations.

                  4. The Lenders have required that this Guarantee be executed
and delivered by the Guarantors at or prior to the Closing Date under the Credit
Agreement.

                               A G R E E M E N T :

                  In consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each Guarantor hereby agrees as follows:

                  1. Guarantee. Such Guarantor hereby unconditionally and
irrevocably guarantees the due and punctual payment and performance of its
Guaranteed Percentage of all Obligations of TWE when any of the same shall
become due and payable, whether at stated maturity, by required payment,
declaration, demand or otherwise (including amounts which would be paid but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy Code
or any other provision of bankruptcy law) and agrees to pay any and all
reasonable costs and expenses (including reasonable fees and disbursements of
counsel) incurred by any Guaranteed Party in enforcing any rights under this
Guarantee together with any accrued but unpaid interest on such Obligations
(including, without limitation, interest which, but for the filing of a petition
of bankruptcy with respect to TWE, would have accrued on such Obligations) (the
"Guaranteed Obligations").

<PAGE>

                  The standard provisions contained in Attachment A hereto are
incorporated herein and made a part hereof as if set forth herein in full.

                                       2
<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned Guarantors has
caused this Guarantee to be duly executed as of the day and year first above
written.

                                         AMERICAN TELEVISION AND
                                         COMMUNICATIONS CORPORATION

                                         By: ___________________________________
                                              Name:
                                              Title:

                                         WARNER COMMUNICATIONS INC.

                                         By: ___________________________________
                                              Name:
                                              Title:

<PAGE>

                                                                    Attachment A

                                 GUARANTEE TERMS

                  Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Guarantee to which these terms are
attached (the "Guarantee"). Each Guarantor under the Guarantee agrees as
follows:

                  1.       No Release. Such Guarantor agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that such Guarantor will remain bound by the
Guarantee notwithstanding any extension, renewal or other alteration of any
Guaranteed Obligation.

                  2.       Obligations Absolute. Such Guarantor waives
presentation of, demand of, notice of dishonor and protest of any Guaranteed
Obligation and also waives notice of protest for nonpayment. The obligations of
such Guarantor under the Guarantee shall not be affected by any of the following
(and the Guarantor expressly waives any and all defenses arising out of, or
based on, any of the following):

                           (a)      change in the manner, place or terms of
         payment (including the currency thereof) of, and/or change or extension
         of the time of payment of, renewal or alteration of, any of the
         Guaranteed Obligations, any security or guarantee therefor, or any
         liability incurred directly or indirectly in respect thereof, and the
         guarantee under the Guarantee shall apply to the Guaranteed Obligations
         as so changed, extended, renewed or altered;

                           (b)      sale, exchange, release, surrender,
         realization upon or other alteration in any manner and in any order of
         any property by whomsoever at any time pledged or mortgaged to secure,
         or howsoever securing, the Guaranteed Obligations or any liabilities
         (including any of those hereunder) incurred directly or indirectly in
         respect thereof or the Guarantee;

                           (c)      settlement or compromise of any of the
         Guaranteed Obligations, any security or guarantee therefor or any
         liability (including any of those under the Guarantee) incurred
         directly or indirectly in respect thereof or the Guarantee, and
         subordination of the payment of all or any part thereof to the payment
         of any liability (whether due or not) of any Person whose Obligations
         are guaranteed under the Guarantee (each such Person, a "Beneficiary");

                           (d)      actions or failures to act in any manner
         referred to in the Guarantee that may deprive such Guarantor of its
         right to subrogation against any Beneficiary to recover fully indemnity
         for any payments made pursuant to the Guarantee;

                           (e)      failure of any Guaranteed Party to assert
         any claim or demand or to enforce any right or remedy against any
         Beneficiary or any guarantor or any successor thereto under the
         provisions of any Credit Document or any other agreement or otherwise;
         or

<PAGE>

                           (f)      rescission, waiver, extension, renewal,
         amendment or modification of any of the terms or provisions of any
         Credit Document or any instrument or agreement executed pursuant
         thereto.

                  3.       Guarantee of Payment and Performance. The Guarantee
constitutes a guarantee of payment and performance when due and not of
collection and such Guarantor waives any right to require that any resort be had
by any Guaranteed Party to any balance of any deposit account or credit on the
books of any Guaranteed Party in favor of any Beneficiary or any other Person.

                  4.       Unenforceability of Obligations. The obligations of
such Guarantor under the Guarantee shall not be subject to any reduction,
limitation, impairment, or termination for any reason (other than by payment in
full of the Guaranteed Obligations) and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of any of the Guaranteed Obligations,
discharge of any Beneficiary from any of the Guaranteed Obligations in a
bankruptcy or similar proceeding or otherwise (except by payment in full of the
Guaranteed Obligations, subject to the terms of Section 6 below and the next
sentence). Such Guarantor further agrees that the Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, interest on or any other amount with respect to
any Guaranteed Obligation is rescinded or must otherwise be restored by any
Guaranteed Party or any other Person upon the bankruptcy or reorganization of
any Beneficiary, any other Person or otherwise.

                  5.       Set-Off. In addition to any rights now or hereafter
granted under applicable law (including, without limitation, Section 151 of the
New York Debtor and Creditor Law) and not by way of limitation of any such
rights, upon the occurrence of any Event of Default, each Guaranteed Party is
hereby authorized at any time or from time to time, without notice to such
Guarantor or to any other Person, any such notice being expressly waived, to the
extent permitted by applicable law, to set-off and to appropriate and apply any
and all deposits (general or special) and any other indebtedness at any time
held or owing by such Guaranteed Party to or for the credit or the account of
such Guarantor, against and on account of the obligations and liabilities of
such Guarantor to such Guaranteed Party under the Guarantee, irrespective of
whether or not such Guaranteed Party shall have made any demand under the
Guarantee and although said obligations, liabilities, deposits or claims, or any
of them, shall be contingent or unmatured.

                  6.       Reinstatement. If claim is ever made upon any
Guaranteed Party for repayment or recovery of any amount or amounts received in
payment or on account of any of the Guaranteed Obligations and any of the
Guaranteed Parties repays all or part of said amount by reason of (a) any
judgment, decree or order of any court or administrative body having
jurisdiction over such Guaranteed Party or any of its property or (b) any
settlement or compromise of any such claim effected by such Guaranteed Party
with any such claimant (including any Beneficiary), then and in such event such
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon it, notwithstanding any revocation of the Guarantee or the
cancellation of any Credit Document or other instrument evidencing any liability
of any Beneficiary, and such Guarantor shall be and remain liable to such
Guaranteed Party hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by any such
Guaranteed Party.

                                        2
<PAGE>

                  7.       No Subrogation. Notwithstanding any payment or
payments made by such Guarantor under the Guarantee or any set-off or
application of funds of such Guarantor by any Guaranteed Party, such Guarantor
shall not be entitled to be subrogated to any of the rights of any Guaranteed
Party against any Beneficiary or guarantee or right of offset held by any
Guaranteed Party of the payment of the Guaranteed Obligations, nor shall such
Guarantor seek to be entitled to seek any contribution or reimbursement from any
Beneficiary in respect of payments made by such Guarantor under the Guarantee,
until all amounts owing to the Guaranteed Parties by any Beneficiary on account
of the Guaranteed Obligations are paid in full. If any amount shall be paid to
such Guarantor on account of such subrogation rights at any time when all of the
Guaranteed Obligations have not been paid in full, such amount shall be held by
such Guarantor in trust for the Guaranteed Parties, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Guaranteed Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.

                  8.       Amendment and Waiver. No amendment, modification,
termination or waiver of any provision of the Guarantee, or consent to any
departure by such Guarantor herefrom, shall in any event be effective without
the written concurrence of the Required Lenders under the Credit Agreement or as
otherwise provided in the Credit Agreement including, without limitation,
Section 9.02(b) and Section 9.14 thereof. No waiver of any single breach or
default under the Guarantee shall be deemed a waiver of any other breach or
default. All notices, requests, demands or other communications to or upon such
Guarantor or any Guaranteed Party shall be in writing and shall be deemed to
have been duly given or made as provided in the Credit Agreement.

                  9.       Successors and Assigns. The Guarantee shall be
binding upon such Guarantor and its successors and assigns and shall inure to
the benefit of the respective successors and assigns of the Guaranteed Parties
and, in the event of any transfer or assignment of rights by any Guaranteed
Party, the rights and privileges herein conferred upon that Guaranteed Party
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof; provided, however, that no Guarantor
may assign, transfer or delegate any of its rights or obligations under the
Guarantee without the prior written consent of the Administrative Agent.

                  10.      Governing Law. THE GUARANTEE SHALL BE DEEMED TO BE
MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

                  11.      Jurisdiction and Service. All judicial proceedings
brought against such Guarantor with respect to the Guarantee may be brought in
any state or federal court of competent jurisdiction in the State of New York
and by execution and delivery of the Guarantee, such Guarantor accepts for
itself and in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with the Guarantee. Such
Guarantor designates and appoints TWC, at its address specified for notices in
the Credit Agreement and such other Persons as may hereafter be selected by such
Guarantor irrevocably agreeing in

                                       3
<PAGE>

writing to so serve, as its agent to receive on its behalf service of all
process in any such proceedings in any such court, such service being hereby
acknowledged by such Guarantor to be effective and binding service in every
respect. A copy of any such process so served shall be mailed by registered mail
to such Guarantor at its address as set forth above except that unless otherwise
provided by applicable law, any failure to mail such copy shall not affect the
validity of service of process. If any agent appointed by such Guarantor refuses
to accept service, such Guarantor hereby agrees that service upon it by mail
shall constitute sufficient notice. Nothing herein shall affect the right of any
Guaranteed Party to bring proceedings against such Guarantor in the courts of
any other jurisdiction.

                  12.      Waiver of Jury Trial. SUCH GUARANTOR HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH ANY CREDIT DOCUMENT.

                  13.      Release. This Guarantee may only be released in
accordance with Section 9.02(b) of the Credit Agreement; provided, however, that
if any of the events specified in Section 9.14 of the Credit Agreement occur
with respect to a Guarantor then the Guarantee shall be automatically released
with respect to such Guarantor without any further action.

                                        4
<PAGE>

                                PRIMARY GUARANTEE

                  GUARANTEE, dated as of December 9, 2003, made by TIME WARNER
CABLE INC., a Delaware corporation ("TWC") and TIME WARNER ENTERTAINMENT
COMPANY, L.P., a Delaware limited partnership ("TWE") (each, a "Guarantor", and
collectively, the "Guarantors"), in favor of JPMORGAN CHASE BANK, as
administrative agent (in such capacity, the "Administrative Agent") for the
lenders (the "Lenders") parties to the Five-Year Credit Agreement, dated as of
December 9, 2003 (as amended, supplemented or otherwise modified from time to
time, the "Credit Agreement"), among TWC, TWE, the Lenders, CITICORP NORTH
AMERICA, INC. and DEUTSCHE BANK AG, NEW YORK BRANCH, as co-syndication agents
(in such capacity, the "Co-Syndication Agents"), ABN AMRO BANK N.V. and BNP
PARIBAS, as co-documentation agents (in such capacity, the "Co-Documentation
Agents") and the Administrative Agent.

                              W I T N E S S E T H:

                  WHEREAS, pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans and other extensions of credit to the Borrowers
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 and other extensions of Credit to the
Borrowers 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 a Borrower under the Credit
Agreement and an affiliate of the other Borrower under the Credit Agreement, and
it is to the advantage of each Guarantor that the Lenders make the Loans and
other extensions of credit to such other Borrower under the Credit Agreement.

                  NOW, THEREFORE, in consideration of the premises and to induce
the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective loans and other extensions of
credit to the Borrowers under the Credit Agreement, each Guarantor hereby agrees
with the Administrative Agent, for the ratable benefit of the Lenders, as
follows:

                  1.       Defined Terms. (a) Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  (b)      As used herein, "Obligations" means the collective
reference to the unpaid principal of and interest on the Loans and Reimbursement
Obligations and all other obligations and liabilities of each 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 Reimbursement Obligations and interest accruing at the
then applicable rate provided in the Credit Agreement after the filing of any
petition in bankruptcy, or

<PAGE>

the commencement of any insolvency, reorganization or like proceeding, relating
to either one or both of the Borrowers 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 to become due, or now existing or
hereafter incurred, which may arise under, out of, or in connection with, the
Credit Agreement, any Letter of Credit 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 either one or both of the Borrowers pursuant to
the terms of the Credit Agreement or any other Credit Document).

                  (c)      As used herein, "Reimbursement Obligation" means the
obligation of a Borrower to reimburse the Issuing Bank pursuant to Section
2.05(e) of the Credit Agreement for amounts drawn under Letters of Credit.

                  (d)      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.

                  (e)      The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                  2.       Guarantees. (a) TWC hereby unconditionally and
irrevocably guarantees to the Administrative Agent, for the ratable benefit of
the Lenders and their respective successors, indorsees, transferees and assigns,
the prompt and complete payment and performance by TWE as and when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations of TWE.

                  (b)      TWE hereby unconditionally and irrevocably guarantees
to the Administrative Agent, for the ratable benefit of the Lenders and their
respective successors, indorsees, transferees and assigns, the prompt and
complete payment and performance by TWC as and when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of TWC.

                  (c)      This Guarantee shall remain in full force and effect
until the Obligations are paid in full, no Letter of Credit shall be outstanding
(unless such Letter of Credit is cash collateralized in accordance with Section
2.05(c) of the Credit Agreement) and the Commitments are terminated,
notwithstanding that from time to time prior thereto either one or both of the
Borrowers may be free from any Obligations.

                  (d)      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.

                                       2
<PAGE>

                  (e)      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.

                  (f)      No payment or payments made by either of the
Borrowers, either of the Guarantors, any other guarantor or any other Person or
received or collected by the Administrative Agent or any Lender from either of
the Borrowers, either of the Guarantors, any other guarantor or any other Person
by virtue of any action or proceeding or any setoff or appropriation or payment
of the Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of any Guarantor hereunder who shall, notwithstanding any
such payment or payments (other than payments made by such Guarantor in respect
of the Obligations or payments received or collected from such Guarantor in
respect of the Obligations), remain liable for the Obligations, up to the
maximum liability of such Guarantor hereunder until the Obligations are paid in
full, no Letter of Credit shall be outstanding (unless such Letter of Credit is
cash collateralized in accordance with Section 2.05(c) of the Credit Agreement)
and the Commitments are terminated.

                  3.       Right of Setoff. (a) TWC hereby authorizes each
Lender at any time and from time to time when any amounts owed by TWE 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 by such Lender or any Affiliate of such
Lender that is primarily engaged in commercial banking activities and other
indebtedness at any time owing by such Lender to or for the credit or the
account of TWC (other than indebtedness related to commercial advertising and
marketing arrangements entered into in the ordinary course of business) against
any of and all of the obligations of TWE 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 TWC 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.

                  (b)      TWE hereby authorizes each Lender at any time and
from time to time when any amounts owed by TWC 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 by such Lender or any Affiliate of such Lender that is primarily
engaged in commercial banking activities and other indebtedness at any time
owing by such Lender to or for the credit or the account of TWE (other than
indebtedness related to commercial advertising and marketing arrangements
entered into in the ordinary course of business) against any of and all of the
obligations of TWC 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 TWE promptly of any such
setoff and the application made by such Lender of the proceeds thereof; provided
that the failure to give such

                                       3
<PAGE>

notice shall not affect the validity of such setoff and application. The rights
of each Lender under this paragraph are in addition to other rights and remedies
(including other rights of setoff) which such Lender may have.

                  4.       No Subrogation. Notwithstanding any payment or
payments made by any Guarantor hereunder, or any setoff or application of funds
of any Guarantor by any Lender, no Guarantor shall be entitled to be subrogated
to any of the rights of the Administrative Agent or any Lender against the other
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 other Borrower in respect of payments made by such
Guarantor hereunder, until all amounts owing to the Administrative Agent and the
Lenders by the Borrowers on account of the Obligations are paid in full, no
Letter of Credit shall be outstanding (unless such Letter of Credit is cash
collateralized in accordance with Section 2.05(c) of the Credit Agreement) 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.

                  5.       Amendments, etc. with Respect to the Obligations;
Waiver of Rights. Each Guarantor shall remain obligated hereunder
notwithstanding that, without any reservation of rights against any Guarantor,
and without notice to or further assent by any Guarantor, (a) any demand for
payment of any of the Obligations made by the Administrative Agent or any Lender
may be rescinded by the Administrative Agent or such Lender, and any of the
Obligations continued, (b) the Obligations, or the liability of any other Person
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent or any Lender, (c) the
Credit Agreement and any other Credit Document may be amended, modified,
supplemented or terminated, in whole or in part, and (d) any collateral
security, guarantee or right of offset at any time held by the Administrative
Agent or any Lender for the payment of the Obligations may be sold, exchanged,
waived, surrendered or released. Neither the Administrative Agent nor any Lender
shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Obligations or for this Guarantee or any
property subject thereto.

                  6.       Guarantee Absolute and Unconditional. Each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Administrative
Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the
Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance
upon this Guarantee; and all dealings between either one or both of the
Borrowers or Guarantors, on the one hand, and the Administrative Agent and the
Lenders, on the other, shall likewise be

                                       4
<PAGE>

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 either one or both of the
Borrowers or Guarantors with respect to the Obligations. This Guarantee shall be
construed as a continuing, absolute and unconditional guarantee of payment
without regard to (a) the validity, regularity or enforceability of the Credit
Agreement or any other Credit Document, any of the Obligations or any other
collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Administrative Agent or any
Lender, (b) any defense, setoff or counterclaim (other than a defense of payment
or performance) which may at any time be available to or be asserted by either
one or both of the Borrowers 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 either one or both of the Borrowers or Guarantors)
which constitutes, or might be construed to constitute, an equitable or legal
discharge of either one or both of the Borrowers 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 other Borrower or any
other Person or against any collateral security or guarantee for the Obligations
or any right of offset with respect thereto, and any failure by the
Administrative Agent or any Lender to make any such demand, to pursue such other
rights or remedies or to collect any payments from the other Borrower or any
such other Person or to realize upon any such collateral security or guarantee
or to exercise any such right of offset, or any release of the other Borrower or
any such other Person or of any such collateral security, guarantee or right of
offset, shall not relieve any Guarantor of any liability hereunder, and shall
not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent or any Lender against
any Guarantor. For the purposes hereof "demand" shall include the commencement
and continuance of any legal proceedings.

                  7.       Reinstatement. This Guarantee shall continue to be
effective, or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of either one
or both of the Borrowers or upon or as a result of the appointment of a
receiver, intervenor or conservator of, or trustee or similar officer for,
either one or both of the Borrowers or any substantial part of either Borrower's
property, or otherwise, all as though such payments had not been made.

                  8.       Payments. Each Guarantor hereby agrees that payments
hereunder will be paid to the Administrative Agent without setoff or
counterclaim at the office of the Administrative Agent located at One Chase
Manhattan Plaza, New York, New York 10081 or to such other office as designated
by the Administrative Agent.

                  9.       Representations and Warranties. To induce the
Administrative Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the
Borrowers thereunder, each Guarantor hereby represents and warrants to the
Administrative Agent and each Lender that the representations and

                                       5
<PAGE>

warranties set forth in Article III of the Credit Agreement (other than those
set forth in Sections 3.04(c), 3.06 and 3.10 on any date other than the
Effective Date) as they relate to such Guarantor or to the Credit Documents to
which such Guarantor is a party, each of which is hereby incorporated herein by
reference, are true and correct, and the Administrative Agent and each Lender
shall be entitled to rely on each of them as if they were fully set forth herein
(it being understood that any representation or warranty set forth in Article
III of the Credit Agreement that is qualified by a reference to TWC 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 a Borrower
under the Credit Agreement on and as of such date of borrowing as though made
hereunder on and as of such date.

                  10.      Authority of Administrative Agent. Each Guarantor
acknowledges that the rights and responsibilities of the Administrative Agent
under this Guarantee with respect to any action taken by the Administrative
Agent or the exercise or non-exercise by the Administrative Agent of any option,
right, request, judgment or other right or remedy provided for herein or
resulting or arising out of this Guarantee shall, as between the Administrative
Agent and the Lenders, be governed by the Credit Agreement and by such other
agreements with respect thereto as may exist from time to time among them, but,
as between the Administrative Agent and any or all of the Guarantors, the
Administrative Agent shall be conclusively presumed to be acting as agent for
the Lenders with full and valid authority so to act or refrain from acting, and
no Guarantor shall be under any obligation, or entitlement, to make any inquiry
respecting such authority.

                  11.      Notices. All notices, requests and demands to or upon
the Administrative Agent, any Lender or any Guarantor shall be effected in the
manner provided in Section 9.01 of the Credit Agreement; any such notice,
request or demand to or upon any Guarantor shall be addressed to such Guarantor
at its notice address set forth on Schedule 1 hereto.

                  12.      Severability. Any provision of this Guarantee which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  13.      Integration. This Guarantee and the other Credit
Documents represent the agreement of each Guarantor with respect to the subject
matter hereof and there are no promises or representations by the Guarantor, the
Administrative Agent or any Lender relative to the subject matter hereof not
reflected herein or in the other Credit Documents.

                  14.      Amendments in Writing. None of the terms or
provisions of this Guarantee may be waived, amended, supplemented or otherwise
modified except by a written instrument executed by the applicable Guarantor and
the Administrative Agent, provided that any right, power or privilege of the
Administrative Agent or the Lenders arising under this

                                       6
<PAGE>

Guarantee may be waived by the Administrative Agent and the Lenders in a letter
or agreement executed by the Administrative Agent; provided, further, that no
such amendment or waiver shall release either Guarantor from its obligations
hereunder without the written consent of each Lender.

                  15.      No Waiver; Cumulative Remedies. Neither the
Administrative Agent nor any Lender shall by any act (except by a written
instrument pursuant to paragraph 14 hereof), delay, indulgence, omission or
otherwise be deemed to have waived any right or remedy hereunder or to have
acquiesced in any Default or Event of Default or in any breach of any of the
terms and conditions hereof. No failure to exercise, nor any delay in
exercising, on the part of the Administrative Agent or any Lender, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Administrative Agent or any Lender of any right or
remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Administrative Agent or such Lender would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
other rights or remedies provided by law.

                  16.      Section Headings. The section headings used in this
Guarantee are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof.

                  17.      Successors and Assigns. This Guarantee shall be
binding upon the successors and assigns of each Guarantor and shall inure to the
benefit of the Administrative Agent and the Lenders and their successors and
assigns; provided that no Guarantor may assign, transfer or delegate any of its
rights or obligations under this Guarantee without the prior written consent of
the Administrative Agent.

                  18.      Enforcement Expenses. Each Guarantor agrees, jointly
and severally, to pay or reimburse each Lender and the Administrative Agent for
all its costs and expenses incurred in collecting against such Guarantor under
this Guarantee or otherwise enforcing or protecting any rights under this
Guarantee and the other Credit Documents to which such Guarantor is a party,
including, without limitation, the fees and disbursements of counsel to each
Lender and of counsel to the Administrative Agent.

                  19.      Counterparts. This Guarantee may be executed by one
or more of the Guarantors on any number of separate counterparts (including by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

                  20.      Acknowledgements.

                  Each Guarantor hereby acknowledges that:

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

                                       7
<PAGE>

                  (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.

                  21.      GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.

                  22.      Jurisdiction; Consent to Service of Process. (a) Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the Supreme Court of the State of New
York sitting in New York County and of the United States District Court of the
Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guarantee, or for
recognition or enforcement of any judgment, and each Guarantor hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding shall be heard and determined in such New York State court
or, to the extent permitted by law, in such Federal court. Each Guarantor agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.

                  (b)      Each Guarantor hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Guarantee in any court
referred to in paragraph (a) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

                  (c)      Each Guarantor irrevocably consents to service of
process in the manner provided for notices in paragraph 11 of this Guarantee.
Nothing in this Guarantee will affect the right of any party to this Guarantee
to serve process in any other manner permitted by law.

                  23.      WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

                                       8
<PAGE>

                  IN WITNESS WHEREOF, the undersigned has caused this Guarantee
to be duly executed and delivered by its duly authorized officer as of the day
and year first above written.

                                         TIME WARNER CABLE INC.

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

                                         TIME WARNER ENTERTAINMENT COMPANY, L.P.

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

                                       9
<PAGE>

                                                                      SCHEDULE 1

                               Address for Notices

TIME WARNER CABLE INC.
75 Rockefeller Plaza
New York, NY 10019
Attention: Chief Financial Officer
Facsimile No. 212-405-5213
Attention: General Counsel
Facsimile No. 212-258-3172
Attention: Treasurer
Facsimile No. 212-258-3020

TIME WARNER ENTERTAINMENT COMPANY, L.P.
75 Rockefeller Plaza
New York, NY 10019
Attention:  Chief Financial Officer
Facsimile No. 212-405-5213
Attention: General Counsel
Facsimile No. 212-258-3172
Attention:  Treasurer
Facsimile No. 212-258-3020

<PAGE>

                             SUPPLEMENTAL GUARANTEE

                  SUPPLEMENTAL GUARANTEE ("Guarantee"), dated as of December 9,
2003 by each of the persons listed on the signature pages hereof (each, a
"Guarantor" and collectively, the "Guarantors"), in favor of and for the benefit
of the lenders (collectively, the "Lenders") party to that certain Five-Year
Credit Agreement dated as of December 9, 2003 (as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Time Warner Cable Inc., a Delaware corporation
("TWC"), Time Warner Entertainment Company, L.P., a Delaware limited partnership
("TWE"), JPMorgan Chase Bank, as Administrative Agent (the "Agent"), and the
Lenders party thereto (the Agent and the Lenders each, a "Guaranteed Party" and
collectively, the "Guaranteed Parties"). Capitalized terms used but not defined
herein shall have the meanings assigned to such terms in the Credit Agreement.

                                R E C I T A L S :

                  1.       Pursuant to the Credit Agreement, the Lenders have
severally agreed to make Loans to TWE upon the terms and conditions set forth
therein.

                  2.       The Obligations of TWE are being incurred for and
will inure to the benefit of such Guarantor.

                  3.       Each Guarantor desires to guarantee its Guaranteed
Percentage of such Obligations.

                  4.       The Lenders have required that this Guarantee be
executed and delivered by the Guarantors at or prior to the Closing Date under
the Credit Agreement.

                               A G R E E M E N T :

                  In consideration of the foregoing and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, each Guarantor hereby agrees as follows:

                  1.       Guarantee. Such Guarantor hereby unconditionally and
irrevocably guarantees the due and punctual payment and performance of its
Guaranteed Percentage of all Obligations of TWE when any of the same shall
become due and payable, whether at stated maturity, by required payment,
declaration, demand or otherwise (including amounts which would be paid but for
the operation of the automatic stay under Section 362(a) of the Bankruptcy Code
or any other provision of bankruptcy law) and agrees to pay any and all
reasonable costs and expenses (including reasonable fees and disbursements of
counsel) incurred by any Guaranteed Party in enforcing any rights under this
Guarantee together with any accrued but unpaid interest on such Obligations
(including, without limitation, interest which, but for the filing of a petition
of bankruptcy with respect to TWE, would have accrued on such Obligations) (the
"Guaranteed Obligations").

<PAGE>

                  The standard provisions contained in Attachment A hereto are
incorporated herein and made a part hereof as if set forth herein in full.

                                       2
<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned Guarantors has
caused this Guarantee to be duly executed as of the day and year first above
written.

                                          AMERICAN TELEVISION AND
                                          COMMUNICATIONS CORPORATION

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

                                          WARNER COMMUNICATIONS INC.

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

<PAGE>

                                                                    Attachment A

                                 GUARANTEE TERMS

                  Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Guarantee to which these terms are
attached (the "Guarantee"). Each Guarantor under the Guarantee agrees as
follows:

                  1.       No Release. Such Guarantor agrees that the Guaranteed
Obligations may be extended or renewed, in whole or in part, without notice or
further assent from it, and that such Guarantor will remain bound by the
Guarantee notwithstanding any extension, renewal or other alteration of any
Guaranteed Obligation.

                  2.       Obligations Absolute. Such Guarantor waives
presentation of, demand of, notice of dishonor and protest of any Guaranteed
Obligation and also waives notice of protest for nonpayment. The obligations of
such Guarantor under the Guarantee shall not be affected by any of the following
(and the Guarantor expressly waives any and all defenses arising out of, or
based on, any of the following):

                           (a)      change in the manner, place or terms of
                  payment (including the currency thereof) of, and/or change or
                  extension of the time of payment of, renewal or alteration of,
                  any of the Guaranteed Obligations, any security or guarantee
                  therefor, or any liability incurred directly or indirectly in
                  respect thereof, and the guarantee under the Guarantee shall
                  apply to the Guaranteed Obligations as so changed, extended,
                  renewed or altered;

                           (b)      sale, exchange, release, surrender,
                  realization upon or other alteration in any manner and in any
                  order of any property by whomsoever at any time pledged or
                  mortgaged to secure, or howsoever securing, the Guaranteed
                  Obligations or any liabilities (including any of those
                  hereunder) incurred directly or indirectly in respect thereof
                  or the Guarantee;

                           (c)      settlement or compromise of any of the
                  Guaranteed Obligations, any security or guarantee therefor or
                  any liability (including any of those under the Guarantee)
                  incurred directly or indirectly in respect thereof or the
                  Guarantee, and subordination of the payment of all or any part
                  thereof to the payment of any liability (whether due or not)
                  of any Person whose Obligations are guaranteed under the
                  Guarantee (each such Person, a "Beneficiary");

                           (d)      actions or failures to act in any manner
                  referred to in the Guarantee that may deprive such Guarantor
                  of its right to subrogation against any Beneficiary to recover
                  fully indemnity for any payments made pursuant to the
                  Guarantee;

                           (e)      failure of any Guaranteed Party to assert
                  any claim or demand or to enforce any right or remedy against
                  any Beneficiary or any guarantor or any successor

<PAGE>

                  thereto under the provisions of any Credit Document or any
                  other agreement or otherwise; or

                           (f)      rescission, waiver, extension, renewal,
                  amendment or modification of any of the terms or provisions of
                  any Credit Document or any instrument or agreement executed
                  pursuant thereto.

                  3.       Guarantee of Payment and Performance. The Guarantee
constitutes a guarantee of payment and performance when due and not of
collection and such Guarantor waives any right to require that any resort be had
by any Guaranteed Party to any balance of any deposit account or credit on the
books of any Guaranteed Party in favor of any Beneficiary or any other Person.

                  4.       Unenforceability of Obligations. The obligations of
such Guarantor under the Guarantee shall not be subject to any reduction,
limitation, impairment, or termination for any reason (other than by payment in
full of the Guaranteed Obligations) and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of any of the Guaranteed Obligations,
discharge of any Beneficiary from any of the Guaranteed Obligations in a
bankruptcy or similar proceeding or otherwise (except by payment in full of the
Guaranteed Obligations, subject to the terms of Section 6 below and the next
sentence). Such Guarantor further agrees that the Guarantee shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of principal of, interest on or any other amount with respect to
any Guaranteed Obligation is rescinded or must otherwise be restored by any
Guaranteed Party or any other Person upon the bankruptcy or reorganization of
any Beneficiary, any other Person or otherwise.

                  5.       Set-Off. In addition to any rights now or hereafter
granted under applicable law (including, without limitation, Section 151 of the
New York Debtor and Creditor Law) and not by way of limitation of any such
rights, upon the occurrence of any Event of Default, each Guaranteed Party is
hereby authorized at any time or from time to time, without notice to such
Guarantor or to any other Person, any such notice being expressly waived, to the
extent permitted by applicable law, to set-off and to appropriate and apply any
and all deposits (general or special) and any other indebtedness at any time
held or owing by such Guaranteed Party to or for the credit or the account of
such Guarantor, against and on account of the obligations and liabilities of
such Guarantor to such Guaranteed Party under the Guarantee, irrespective of
whether or not such Guaranteed Party shall have made any demand under the
Guarantee and although said obligations, liabilities, deposits or claims, or any
of them, shall be contingent or unmatured.

                  6.       Reinstatement. If claim is ever made upon any
Guaranteed Party for repayment or recovery of any amount or amounts received in
payment or on account of any of the Guaranteed Obligations and any of the
Guaranteed Parties repays all or part of said amount by reason of (a) any
judgment, decree or order of any court or administrative body having
jurisdiction over such Guaranteed Party or any of its property or (b) any
settlement or compromise of any such claim effected by such Guaranteed Party
with any such claimant (including any Beneficiary), then and in such event such
Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon it, notwithstanding any

<PAGE>

revocation of the Guarantee or the cancellation of any Credit Document or other
instrument evidencing any liability of any Beneficiary, and such Guarantor shall
be and remain liable to such Guaranteed Party hereunder for the amount so repaid
or recovered to the same extent as if such amount had never originally been
received by any such Guaranteed Party.

                  7.       No Subrogation. Notwithstanding any payment or
payments made by such Guarantor under the Guarantee or any set-off or
application of funds of such Guarantor by any Guaranteed Party, such Guarantor
shall not be entitled to be subrogated to any of the rights of any Guaranteed
Party against any Beneficiary or guarantee or right of offset held by any
Guaranteed Party of the payment of the Guaranteed Obligations, nor shall such
Guarantor seek to be entitled to seek any contribution or reimbursement from any
Beneficiary in respect of payments made by such Guarantor under the Guarantee,
until all amounts owing to the Guaranteed Parties by any Beneficiary on account
of the Guaranteed Obligations are paid in full. If any amount shall be paid to
such Guarantor on account of such subrogation rights at any time when all of the
Guaranteed Obligations have not been paid in full, such amount shall be held by
such Guarantor in trust for the Guaranteed Parties, segregated from other funds
of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Administrative Agent in the exact form received by such
Guarantor (duly endorsed by such Guarantor to the Administrative Agent, if
required), to be applied against the Guaranteed Obligations, whether matured or
unmatured, in such order as the Administrative Agent may determine.

                  8.       Amendment and Waiver. No amendment, modification,
termination or waiver of any provision of the Guarantee, or consent to any
departure by such Guarantor herefrom, shall in any event be effective without
the written concurrence of the Required Lenders under the Credit Agreement or as
otherwise provided in the Credit Agreement including, without limitation,
Section 9.02(b) and Section 9.14 thereof. No waiver of any single breach or
default under the Guarantee shall be deemed a waiver of any other breach or
default. All notices, requests, demands or other communications to or upon such
Guarantor or any Guaranteed Party shall be in writing and shall be deemed to
have been duly given or made as provided in the Credit Agreement.

                  9.       Successors and Assigns. The Guarantee shall be
binding upon such Guarantor and its successors and assigns and shall inure to
the benefit of the respective successors and assigns of the Guaranteed Parties
and, in the event of any transfer or assignment of rights by any Guaranteed
Party, the rights and privileges herein conferred upon that Guaranteed Party
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof; provided, however, that no Guarantor
may assign, transfer or delegate any of its rights or obligations under the
Guarantee without the prior written consent of the Administrative Agent.

                  10.      Governing Law. THE GUARANTEE SHALL BE DEEMED TO BE
MADE UNDER, SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

<PAGE>

                  11.      Jurisdiction and Service. All judicial proceedings
brought against such Guarantor with respect to the Guarantee may be brought in
any state or federal court of competent jurisdiction in the State of New York
and by execution and delivery of the Guarantee, such Guarantor accepts for
itself and in connection with its properties, generally and unconditionally, the
nonexclusive jurisdiction of the aforesaid courts, and irrevocably agrees to be
bound by any judgment rendered thereby in connection with the Guarantee. Such
Guarantor designates and appoints TWC, at its address specified for notices in
the Credit Agreement and such other Persons as may hereafter be selected by such
Guarantor irrevocably agreeing in writing to so serve, as its agent to receive
on its behalf service of all process in any such proceedings in any such court,
such service being hereby acknowledged by such Guarantor to be effective and
binding service in every respect. A copy of any such process so served shall be
mailed by registered mail to such Guarantor at its address as set forth above
except that unless otherwise provided by applicable law, any failure to mail
such copy shall not affect the validity of service of process. If any agent
appointed by such Guarantor refuses to accept service, such Guarantor hereby
agrees that service upon it by mail shall constitute sufficient notice. Nothing
herein shall affect the right of any Guaranteed Party to bring proceedings
against such Guarantor in the courts of any other jurisdiction.

                  12.      Waiver of Jury Trial. SUCH GUARANTOR HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH ANY CREDIT DOCUMENT.

                  13.      Release. This Guarantee may only be released in
accordance with Section 9.02(b) of the Credit Agreement; provided, however, that
if any of the events specified in Section 9.14 of the Credit Agreement occur
with respect to a Guarantor then the Guarantee shall be automatically released
with respect to such Guarantor without any further action.