TIME WARNER INC
EX-10.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>g89948exv10w1.txt
<DESCRIPTION>EX-10.1 AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

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

                      AMENDED AND RESTATED CREDIT AGREEMENT

             Dated as of July 8, 2002 and amended and restated as of

                                  June 30, 2004

                                      Among

                                TIME WARNER INC.

                                       and

                          TIME WARNER FINANCE IRELAND,
                                  as Borrowers,

                            The Lenders Party Hereto,

                              JPMORGAN CHASE BANK,
                            as Administrative Agent,

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

                                       and

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

               $7,000,000,000 FIVE-YEAR REVOLVING CREDIT FACILITY

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

      J.P. MORGAN SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC,
                  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.......................   22
     SECTION 1.03. Terms Generally..............................................   22
     SECTION 1.04. Accounting Terms; GAAP.......................................   22

ARTICLE II The Credits..........................................................   23

     SECTION 2.01. Commitments..................................................   23
     SECTION 2.02. Loans and Borrowings.........................................   24
     SECTION 2.03. Requests for Revolving Borrowings............................   25
     SECTION 2.04. Swingline Loans..............................................   26
     SECTION 2.05. Letters of Credit............................................   27
     SECTION 2.06. Funding of Borrowings........................................   30
     SECTION 2.07. Interest Elections...........................................   31
     SECTION 2.08. Termination and Reduction of Commitments.....................   32
     SECTION 2.09. Repayment of Loans; Evidence of Debt.........................   33
     SECTION 2.10. Prepayment of Loans..........................................   33
     SECTION 2.11. Fees ........................................................   34
     SECTION 2.12. Interest.....................................................   35
     SECTION 2.13. Alternate Rate of Interest...................................   36
     SECTION 2.14. Increased Costs..............................................   37
     SECTION 2.15. Break Funding Payments.......................................   38
     SECTION 2.16. Taxes........................................................   38
     SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of Setoffs...   40
     SECTION 2.18. Mitigation Obligations; Replacement of Lenders...............   41
     SECTION 2.19. Prepayments Required Due to Currency Fluctuation.............   42
     SECTION 2.20. Adoption of the Euro.........................................   42

ARTICLE III Representations and Warranties......................................   43

     SECTION 3.01. Organization; Powers.........................................   43
     SECTION 3.02. Authorization; Enforceability................................   43
     SECTION 3.03. Governmental Approvals; No Conflicts.........................   43
     SECTION 3.04. Financial Condition; No Material Adverse Change..............   44
     SECTION 3.05. Properties...................................................   44
     SECTION 3.06. Litigation and Environmental Matters.........................   44
     SECTION 3.07. Compliance with Laws and Agreements..........................   45
     SECTION 3.08. Government Regulation........................................   45
     SECTION 3.09. Taxes........................................................   45
     SECTION 3.10. ERISA........................................................   45
     SECTION 3.11. Disclosure...................................................   45
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                               <C>
ARTICLE IV Conditions...........................................................   46

     SECTION 4.01. Amendment Effective Date.....................................   46
     SECTION 4.02. Each Credit Event............................................   46

ARTICLE V Affirmative Covenants.................................................   47

     SECTION 5.01. Financial Statements and Other Information...................   47
     SECTION 5.02. Notices of Material Events...................................   49
     SECTION 5.03. Existence; Conduct of Business...............................   49
     SECTION 5.04. Payment of Obligations.......................................   49
     SECTION 5.05. Maintenance of Properties; Insurance.........................   49
     SECTION 5.06. Books and Records; Inspection Rights.........................   50
     SECTION 5.07. Compliance with Laws.........................................   50
     SECTION 5.08. Use of Proceeds..............................................   50
     SECTION 5.09. Fiscal Periods; Accounting...................................   50

ARTICLE VI Negative Covenants...................................................   50

     SECTION 6.01. Financial Covenants..........................................   50
     SECTION 6.02. Indebtedness.................................................   51
     SECTION 6.03. Liens........................................................   51
     SECTION 6.04. Mergers, Etc.................................................   53
     SECTION 6.05. Investments..................................................   53
     SECTION 6.06. Restricted Payments..........................................   53
     SECTION 6.07. Transactions with Affiliates.................................   53
     SECTION 6.08. Unrestricted Subsidiaries....................................   53

ARTICLE VII Events of Default...................................................   54

ARTICLE VIII The Agents.........................................................   57

ARTICLE IX Miscellaneous........................................................   59

     SECTION 9.01. Notices......................................................   59
     SECTION 9.02. Waivers; Amendments..........................................   60
     SECTION 9.03. Expenses; Indemnity; Damage Waiver...........................   61
     SECTION 9.04. Successors and Assigns.......................................   62
     SECTION 9.05. Survival.....................................................   64
     SECTION 9.06. Counterparts; Integration; Effectiveness.....................   64
     SECTION 9.07. Severability.................................................   65
     SECTION 9.08. Right of Setoff..............................................   65
     SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process...   65
     SECTION 9.10. WAIVER OF JURY TRIAL.........................................   66
     SECTION 9.11. Headings.....................................................   66
     SECTION 9.12. Confidentiality..............................................   66
     SECTION 9.13. Acknowledgements.............................................   67
     SECTION 9.14. Judgment Currency............................................   67
     SECTION 9.15. USA Patriot Act..............................................   67
</TABLE>

                                       ii

<PAGE>

SCHEDULES:

Schedule 1.01 - Mandatory Cost Rate

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 Guarantee

                                      iii

<PAGE>

            AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (as further amended,
supplemented or otherwise modified from time to time, this "Agreement") dated as
of July 8, 2002, and amended and restated as of June 30, 2004, among TIME WARNER
INC., a Delaware corporation ("Time Warner"), and TIME WARNER FINANCE IRELAND, a
corporation of the Republic of Ireland ("TWFI"), the several banks and other
financial institutions from time to time parties to this Agreement (the
"Lenders"), BANK OF AMERICA, N.A. and CITIBANK, N.A., 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, Time Warner, TWFI, the Lenders, the Co-Syndication Agents,
the Co-Documentation Agents and the Administrative Agent are parties to a
Five-Year Credit Agreement, dated as of July 8, 2002 (as amended, supplemented
or otherwise modified prior to the date hereof, the "Existing Five-Year Credit
Agreement");

            WHEREAS, the Borrowers have requested that the Existing Five-Year
Credit Agreement be amended and restated in its entirety as set forth herein;

            WHEREAS, the Borrowers have requested the Lenders to make loans and
other extensions of credit to them in an aggregate amount of up to
$7,000,000,000 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 Existing Five-Year Credit Agreement is hereby amended and
restated in its entirety 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 Time Warner and the Restricted Subsidiaries (treating
Unrestricted Subsidiaries as equity investments of Time Warner to the extent
that such Unrestricted Subsidiaries would not otherwise be treated as equity
investments of Time Warner 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
Time Warner to the extent that such

<PAGE>

Unrestricted Subsidiaries would not otherwise be treated as equity investments
of Time Warner in accordance with GAAP).

            "Adjusted LIBO Rate" means, with respect to any Eurocurrency
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.

            "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.

            "Amendment 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 [June 30], 2004.

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

            "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 Time Warner, and with respect to any
Loan (other than an ABR Loan), the applicable rate per annum set forth below
expressed in Basis Points under the caption "Loan (other than ABR Loans) 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 Time Warner:

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<PAGE>

<TABLE>
<CAPTION>
                         LOAN (OTHER
                          THAN ABR
    RATINGS                LOANS)                    FACILITY FEE
 S&P / MOODY'S             SPREAD                        RATE
 -------------             ------                        ----
<S>                      <C>                         <C>
 Category A
   A / A2                    22.0                        8.0

 Category B
   A- / A3                   28.5                        9.0

 Category C
 BBB+ / Baa1                 39.0                       11.0

 Category D
 BBB / Baa2                  50.0                       12.5

 Category E
 BBB- / Baa3                 57.5                       17.5

 Category F
Lower than BBB- /Baa3        62.5                       25.0
</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 Time Warner 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 Time Warner 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), 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, Time Warner
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.

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<PAGE>

            "Arrangers" means J.P. Morgan Securities Inc. and Banc of America
Securities LLC.

            "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
Amendment Effective Date to but excluding the Commitment Termination Date.

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

            "Base Rate" means (a) with respect to Dollar denominated Loans, the
Alternative Base Rate, (b) with respect to Pound Sterling denominated Loans, the
Pound Sterling Overnight Rate or Pound Sterling Quoted Rate, and (c) with
respect to Euro denominated Loans, the Euro Overnight Rate or Euro Quoted Rate.

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

            "Borrower" means each of Time Warner and TWFI.

            "Borrowing" means (a) Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans
or TIBOR 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, (a) when used in connection with a Eurocurrency
Loan or a Base Rate Loan (other than an ABR Loan), the term "Business Day" shall
also exclude any day on which banks are not open for dealings in deposits in the
applicable currency in the London interbank market, (b) when used in connection
with any Loan denominated in Euro, the term "Business Day" shall also exclude
any day on which the TARGET payment system is not open for the settlement of
payment in Euro and (c) when used in connection with any Loan denominated in
Yen, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in deposits in Yen in the interbank market in Tokyo.

            "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

                                       4
<PAGE>

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
Eurocurrency 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 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 either (a) a Person or "group" (within the
meaning of Section 13(d) and 14(d) of the Exchange Act) acquiring or having
beneficial ownership (it being understood that a tender of shares or other
equity interests shall not be deemed acquired or giving beneficial ownership
until such shares or other equity interests shall have been accepted for
payment) of securities (or options to purchase securities) having a majority or
more of the ordinary voting power of Time Warner (including options to acquire
such voting power) or (b) persons who are directors of Time Warner as of the
date hereof or persons designated or

                                       5
<PAGE>

approved by such directors ceasing to constitute a majority of the board of
directors of Time Warner.

            "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, to acquire participations in Yen 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 Amendment Effective Date is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Commitment, as applicable.

            "Commitment Termination Date" means the earlier of (a) the fifth
anniversary of the Amendment 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 Exposures of the Lenders then in effect, and (b)
the denominator of which is the sum of the aggregate amount of the Commitments
of the Lenders then in effect.

            "Companies" means each of the Credit Parties 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 Time Warner (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

                                       6
<PAGE>

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 Time Warner and the 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 Time Warner and the 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 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 Time Warner, 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
Time Warner and the Restricted Subsidiaries for such period with respect to all
outstanding Indebtedness of Time Warner and the 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 Time Warner 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 Time Warner or is merged
into or consolidated with Time Warner or any of its Subsidiaries or that such
other Person's assets are acquired by Time Warner or any of its Subsidiaries,
(b) the income (or deficit) of any Person (other than a Restricted Subsidiary)
in which Time Warner or any of its Subsidiaries has an ownership interest,
except to the extent that any such income is actually received by Time Warner or
its Restricted Subsidiaries in the form of dividends or similar distributions
and (c) the undistributed earnings of any Subsidiary of Time Warner to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at

                                       7
<PAGE>

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 Time Warner 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
Time Warner 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 Time Warner and the 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 Time Warner or the proceeds of options in respect of such equity
securities, (b) the aggregate amount of any Stock Option Loans, (c) the
aggregate principal amount of Film Financings and (d) the aggregate amount of
cash and Cash Equivalents held by Time Warner or any of the Restricted
Subsidiaries in excess of $200,000,000, 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 such Subsidiary to future payments in respect of such movies or
other programming and which contractual rights to future payments are to be
transferred by 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 Guarantee and each
Note.

            "Credit Parties" means the Borrowers and the Guarantors; and "Credit
Party" means any of them.

            "Currency" means Dollars or any Optional Currency.

            "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.

                                       8
<PAGE>

            "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.

            "Dollar Equivalent" means, on any date of determination, (a) with
respect to any amount denominated in Dollars, such amount, and (b) with respect
to an amount denominated in any Optional Currency, the equivalent in Dollars of
such amount determined by the Administrative Agent in accordance with normal
banking industry practice using the Exchange Rate on the date of determination
of such equivalent. In making any determination of the Dollar Equivalent (for
purposes of calculating the amount of Loans to be borrowed from the respective
Lenders on any date or for any other purpose), the Administrative Agent shall
use the relevant Exchange Rate in effect on the date on which the applicable
Borrower delivers a Borrowing Request (which, in accordance with Section 2.03,
may be telephonic) for Loans or on such other date upon which a Dollar
Equivalent is required to be determined pursuant to the provisions of this
Agreement. As appropriate, amounts specified herein as amounts in Dollars shall
be or include any relevant Dollar Equivalent amount.

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

            "EMU" means the Economic and Monetary Union as contemplated in the
Treaty.

            "EMU Legislation" means the legislative measures of the European
Council (including without limitation the European Council regulations) for the
introduction of, changeover to or operation of the Euro in one or more member
states.

            "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 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

                                       9
<PAGE>

the 30-day notice period is waived); (b) the existence with respect to any Plan
of an "accumulated funding deficiency" (as defined in Section 412 of the Code or
Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section
412(d) of the Code or in Section 303(d) of ERISA of an application for a waiver
of the minimum funding standard with respect to any Plan; (d) the incurrence by
any Credit Party or any of its ERISA Affiliates of any unfunded liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by any Credit Party or any ERISA Affiliate from the PBGC or a Plan administrator
of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (f) the incurrence by any Credit Party
or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by
any Credit Party or any ERISA Affiliate of any notice concerning the imposition
on such entity of Withdrawal Liability or a determination that a Multiemployer
Plan with respect to which such entity is obligated to contribute or is
otherwise liable is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA; or (h) the occurrence, with respect to
a Plan or a Multiemployer Plan, of a nonexempt "prohibited transaction" (within
the meaning of Section 4975 of the Code or Section 406 of ERISA) which could
reasonably be expected to result in liability to a Credit Party.

            "Euro" and "E" means the single currency of Participating Member
States introduced in accordance with the provision of Article 123 of the Treaty
and, in respect of all payments to be made under this Agreement in Euro, means
immediately available, freely transferable funds in such currency.

            "Eurocurrency" 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.

            "Euro Overnight Rate" means, for any day, the sum of (a) the average
of the rates per annum quoted at approximately 11:00 a.m., London time, to
leading banks in the European interbank market by the Reference Banks for the
offering of overnight deposits in Euro plus (b) the Applicable Rate. The
Administrative Agent shall determine the Euro Overnight Rate by obtaining quotes
from the Reference Banks, and if any such Reference Bank fails to timely provide
such quote for any day, then the Euro Overnight Rate for such day shall be
determined by the average based on the quotes from the Reference Banks that
provided quotes on that day.

            "Euro Quoted Rate" means, for any day for any Swingline Loan, the
rate per annum quoted by the Swingline Lender to the applicable Borrower in
response to a Borrowing Request for a Swingline Borrowing as its overnight offer
rate in effect for such Swingline Loan at its principal office in London, plus
the Applicable 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.

            "Exchange Rate" means, with respect to any Optional Currency on a
particular date, the rate at which such Optional Currency may be exchanged into
Dollars, as set forth at 11:00 a.m. London time on such date on the applicable
Reuters Screen page with respect to such Optional Currency. In the event that
such rate does not appear on the applicable Reuters currency page, the Exchange
Rate with respect to such Optional Currency shall be determined by reference to
such other publicly available service for displaying exchange rates as may be
agreed

                                       10
<PAGE>

upon by the Administrative Agent and Time Warner or, in the absence of such
agreement, such Exchange Rate shall instead be the spot rate of exchange of the
Administrative Agent in the London interbank or other market where its foreign
currency exchange operations in respect of such Optional Currency are then being
conducted, at or about 11:00 a.m., London time, at such date for the purchase of
Dollars with such Optional Currency, for delivery two Business Days later;
provided, however, that if at the time of any such determination, for any
reason, no such spot rate is being quoted, the Administrative Agent may use any
reasonable method it deems appropriate to determine such rate, and such
determination shall be conclusive absent manifest error.

            "Excluded Taxes" means, with respect to the Administrative Agent,
the Issuing Bank, 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 Time Warner 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) 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 Five-Year Credit Agreement" has the meaning assigned to
such term in the recitals to this Agreement.

            "Existing 364-Day Credit Agreement" means (a) the 364-Day Credit
Agreement, dated as of July 7, 2003, among Time Warner, TWFI, 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.

            "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.

            "Film Financing" means, without duplication, monetary obligations
arising out of transactions in which so-called tax-based financing groups or
other third-party investors provide financing for the acquisition, production or
distribution of motion pictures, television programs,

                                       11
<PAGE>

sound recordings or books or rights with respect thereto in exchange, in part,
for certain tax or other benefits which are derived from such motion pictures,
television programs, sound recordings, books or rights; provided that no such
monetary obligations shall have, directly or indirectly, recourse (including by
way of setoff) to any Borrower or any Restricted Subsidiary or any of its assets
other than to the profits or distribution rights related to such motion
pictures, television programs, sound recordings, books or rights and other than
to a Subsidiary of Warner Communications Inc. or TBS substantially all of the
assets of which consist of the motion pictures, television programs, sound
recordings, books or rights which are the subject of such transaction and
related cash and Cash Equivalents.

            "Financial Officer" means, 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.

            "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.

            "Guarantee" means a guarantee by the Guarantors, substantially in
the form of Exhibit B.

            "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

                                       12
<PAGE>

term Guarantee Obligations shall not include endorsements for collection or
deposit in the ordinary course of business.

            "Guarantors" means (a) with respect to the Obligations of Time
Warner, (i) directly, America Online and Historic TW, (ii) indirectly, TBS and
TWCI who shall guarantee the guarantee obligations of Historic TW and (iii) any
other Person that becomes and remains a party to the Guarantee after the
Amendment Effective Date, and (b) with respect to the Obligations of TWFI, Time
Warner and the Guarantors listed in clause (a) above.

            "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.

            "Historic TW" means, Historic TW Inc. (f/k/a Time Warner Inc.) a
Delaware Corporation.

            "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
operating leases), (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business and payment obligations of such
Person pursuant to agreements entered into in the ordinary course of business,
which payment obligations are contingent on another Person's satisfactory
provision of services or products), (f) all Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right, contingent
or otherwise, to be secured by) any Lien (other than 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, (ii)
completion bonds or guarantees or indemnities of a similar nature issued in the
ordinary course of business in connection with the production of motion pictures
and video and television programming or (iii) obligations to make Tax
Distributions. The Indebtedness of any Person shall include the Indebtedness of
any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other contractual

                                       13
<PAGE>

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 Base Rate
Loan, the last day of each March, June, September and December and (b) with
respect to any Eurocurrency Loan or TIBOR Loan, as the case may be, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Eurocurrency Borrowing or TIBOR Borrowing, as the case may
be, 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 Eurocurrency Borrowing
or TIBOR Borrowing, as the case may be, 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 or nine or twelve months if available from all Lenders)
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.

            "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 Time Warner that agrees to be an Issuing Bank
hereunder and any other

                                       14
<PAGE>

bank reasonably acceptable to the Required Lenders and designated as an Issuing
Bank by Time Warner, in its capacity as an issuer of Letters of Credit
hereunder; provided that TWFI shall only be entitled to request an Issuing Bank
that is a bank or credit institution licensed in a member state of the European
Communities to issue a Letter 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 Citibank, N.A. 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 $500,000,000.

            "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.

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

            "LIBO Rate" means, (a) with respect to any Eurocurrency Borrowing
denominated in Pounds or Dollars for any Interest Period, the rate appearing on
Page 3740 or Page 3750, as the case may be, 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 Pound or Dollar deposits (as applicable) in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period (or, in the case of Pounds, on the first
day of such Interest Period), as the rate for Pound or Dollar deposits, as
applicable, with a maturity comparable to such Interest Period and (b) with
respect to any Eurocurrency Borrowing denominated in Euro for any Interest
Period, the

                                       15
<PAGE>

rate appearing on Page 248 of the Telerate Service (it being understood that
this rate is the Euro interbank offered rate (known as the "EURIBOR Rate")
sponsored by the Banking Federation of the European Union (known as the "FBE")
and the Financial Markets Association (known as the "ACI")) at approximately
10:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period, as the rate for deposits in Euro 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 Eurocurrency 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 or the applicable Optional Currency approximately
equal in principal amount to the Dollar Equivalent of $5,000,000 and for a
maturity comparable to such Interest Period are offered with respect to any
Eurocurrency 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
(or, in the case of Pounds, on the first day 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 Eurocurrency
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.

            "Local Time" means, for payments and disbursements (a) in respect of
Dollars, New York time, (b) in respect of Euros or Pounds, London time and (c)
in respect of Yen, Tokyo time.

            "Mandatory Cost" means, with respect to any Lender, the cost imputed
to such Lender of compliance with the requirements of the Bank of England or the
Financial Services Authority during the relevant Interest Period, determined in
accordance with Schedule 1.01.

            "Material Adverse Effect" means a material adverse effect on (a) the
financial condition, business, results of operations, properties or liabilities
of Time Warner and the 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 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 Time Warner and the Restricted
Subsidiaries in an aggregate principal amount exceeding $200,000,000.

                                       16
<PAGE>

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

            (a) as of the last day of Time Warner's most recently ended fiscal
quarter for which financial statements have been filed with the SEC the
investments of Time Warner 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 Time Warner and its consolidated Subsidiaries;

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

            (c) for the period of four consecutive fiscal quarters ended on the
last day of Time Warner's most recently ended fiscal quarter for which financial
statements have been filed with the SEC, the equity of Time Warner and its
Subsidiaries in the Consolidated EBITDA of the Subsidiary in question exceeds
10% of the Consolidated EBITDA of Time Warner.

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

            "National Currency Unit" means the unit of currency (other than the
Euro) of a Participating Member State.

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

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

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

            "Optional Currency" means, at any time, Pounds, Euros and Yen, so
long as such currency is freely traded and convertible into Dollars in the
United States market and a Dollar Equivalent thereof can be calculated.

            "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.

                                       17
<PAGE>

            "Participating Member State" means a member of the European
Communities that adopts or has adopted the Euro as its currency in accordance
with EMU Legislation.

            "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.

            "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.

            "Pounds" or "L" or "Pound Sterling" refer to lawful money of the
United Kingdom.

            "Pound Sterling Overnight Rate" means, for any day, a rate per annum
equal to the rate on overnight Pound Sterling deposits in the London interbank
market as such rates are quoted 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 Pound Sterling deposits in the London interbank market), plus the
Mandatory Cost, plus the Applicable Rate.

            "Pound Sterling Quoted Rate" means, for any day for any Swingline
Loan, a rate per annum quoted by the Swingline Lender to the applicable Borrower
in response to a Borrowing Request for a Swingline Borrowing as its overnight
offer rate in effect for such Swingline Loan at its principal office in London,
plus the Mandatory Cost, plus the Applicable Rate.

            "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, Bank of America, N.A.
and Citibank, N.A. 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.

                                       18
<PAGE>

            "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, any of the Chief Executive Officer,
Chief Legal Officer, Chief Financial Officer, Treasurer or Controller (or any
equivalent of the foregoing officers) of Time Warner.

            "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
Time Warner that have not been designated as Unrestricted Subsidiaries by Time
Warner pursuant to Section 6.08 or have been so designated as Unrestricted
Subsidiaries by Time Warner but prior to such date have been (or have been
deemed to be) re-designated by Time Warner as Restricted Subsidiaries pursuant
to Section 6.08.

            "Revolving Borrowing" means a Borrowing of Revolving Loans.

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

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

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

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

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

            "Stock Option Loans" means (a) borrowings under that certain Credit
Agreement dated as of March 13, 1998, as amended, among Historic TW, The Chase
Manhattan Bank, as

                                       19
<PAGE>

administrative agent thereunder, and the lenders party thereto; provided the
lenders thereunder shall not have the benefit of any Lien other than on the
Capital Stock of Time Warner and proceeds therefrom or (b) borrowings under
substantially similar facilities.

            "Subsequent Participant" means any member state that adopts the Euro
as its lawful currency after the date hereof.

            "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 Time Warner.

            "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.

            "Swingline Lender" means JPMorgan Chase Bank (or any other Lender
selected by Time Warner 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.

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

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

            "TIBOR Rate" means, with respect to any TIBOR Borrowing for any
Interest Period, the rate per annum appearing on the TIBM Page under the caption
"Average of 10

                                       20
<PAGE>

Banks" of Reuters (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 Yen deposits in the Tokyo
interbank market) at approximately 11:00 a.m., Tokyo time, two Business Days
prior to the commencement of such Interest Period, as the rate applicable to
deposits in Yen with a maturity comparable to such Interest Period, plus any
costs incurred by making or funding such TIBOR Borrowing hereunder, if such
costs result directly from any applicable banking law or regulation or from any
applicable requirement or directive of any Governmental Authority, including the
imposition of any reserve requirement.

            "Time Warner" has the meaning assigned to such term in the preamble
to this Agreement.

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

            "Transactions" means (a) the execution, delivery and performance by
(i) each of the Borrowers of this Agreement and (ii) each of the Guarantors of
the Guarantee, and (b) the borrowing of Loans.

            "Treaty" means the Treaty establishing the European Economic
Community, being the Treaty of Rome of March 25, 1957, as amended by the Single
European Act 1987, the Maastricht Treaty (which was signed at Maastricht on
February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty
(which was signed at Amsterdam on October 2, 1997 and came into force on May 1,
1999) and the Nice Treaty (which was signed on February 26, 2001), each as
amended from time to time and as referred to in legislative measures of the
European Union for the introduction of, changeover to or operating of the Euro
in one or more member states.

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

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

            "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, the Alternate
Base Rate, the Pound Sterling Overnight Rate, the Pound Sterling Quoted Rate,
the Euro Overnight Rate, the Euro Quoted Rate or the TIBOR 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
Time Warner that have been designated as Unrestricted Subsidiaries by Time
Warner pursuant to Section 6.08.

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

                                       21
<PAGE>

            "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.

            "Yen" and "Y" refer to lawful money of Japan.

            "Yen Commitment" means, with respect to each Yen Fronting Lender,
the commitment of such Yen Fronting Lender to make Yen Loans 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
Yen Fronting Lender's Yen Commitment as of the Amendment Effective Date is set
forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to which
such Lender shall have assumed its Yen Commitment, as applicable.

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

            "Yen Fronting Lenders" means JPMorgan Chase Bank, Bank of America,
N.A., Citibank, N.A., BNP Paribas and ABN AMRO Bank N.V., in their capacity as
Lenders of Yen Loans hereunder.

            "Yen Loans" means a Loan denominated in Yen.

            "Yen Sublimit" means $500,000,000.

            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
"Eurocurrency Loan"). Borrowings also may be classified and referred to by Type
(e.g., a "Eurocurrency 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

                                       22
<PAGE>

with GAAP, as in effect from time to time; provided that, if Time Warner
notifies the Administrative Agent that Time Warner 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 Time Warner that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

                                   ARTICLE II

                                   THE CREDITS

            SECTION 2.01. Commitments. (a) Subject to the terms and conditions
set forth herein, each Lender agrees to make Revolving Loans to each Borrower in
Dollars or any Optional Currency other than Yen 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 made in Dollars may from time to time be Eurocurrency Loans
or Alternate Base Rate Loans; the Revolving Loans made in Pounds may from time
to time be Eurocurrency Loans or Pound Sterling Overnight Rate Loans; and the
Revolving Loans made in Euros may from time to time be Eurocurrency Loans or
Euro Overnight Rate 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.

            (b) (i) Subject to the terms and conditions set forth herein, the
Yen Fronting Lenders agree to make Yen Loans, ratably in accordance with their
Yen Commitments, to each Borrower from time to time during the Availability
Period so long as, after giving effect thereto, (A) the aggregate principal
amount of outstanding Yen Loans will not exceed the Yen Sublimit, (B) the sum of
the total Revolving Credit Exposures will not exceed the sum total of the
Commitments, (C) such Yen Fronting Lender's Revolving Credit Exposure will not
exceed such Yen Fronting Lender's Commitment and (D) the aggregate principal
amount of the outstanding Yen Loans made by any Yen Fronting Lender will not
exceed such Yen Fronting Lender's Yen Commitment. Within the foregoing limits
and subject to the terms and conditions set forth herein, each Borrower may
borrow, prepay and reborrow Yen Loans.

            (ii) If any Event of Default shall occur and be continuing, any Yen
Fronting Lender may by written notice to the Administrative Agent not later than
11:00 am, New York time, on any Business Day require the Lenders to acquire
participations on such Business Day in all or a portion of the Yen Loans
outstanding. Such notice shall specify the aggregate amount of Yen 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 the Dollar Equivalent Amount of
such Yen 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 Yen Fronting Lender, such Lender's Applicable
Percentage of such Yen Loan or Loans in Dollars. Each Lender

                                       23
<PAGE>

acknowledges and agrees that its obligation to acquire participations in Yen
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 Yen Fronting Lenders pro
rata according to their Yen Exposures the amounts so received by it from the
Lenders. The Administrative Agent shall notify the applicable Borrower of any
participations in any Yen 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 such Loan after
receipt by the Yen Fronting 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 Yen
Fronting Lenders, pro rata as their interests may appear. The purchase of
participations in a Yen Loan pursuant to this paragraph shall not relieve the
applicable Borrower of its obligations in respect of the payment thereof. From
and after such purchase, (A) the outstanding Yen Loans in which the Lenders have
purchased such participations shall be deemed to have been converted into
Alternate Base Rate Loans denominated in Dollars (with such conversion
constituting, for purposes of Section 2.15, a prepayment of such Yen Loans
before the last day of the Interest Period with respect thereto) and (B) all
amounts from time to time accruing, and all amounts from time to time payable,
on account of such Loans (including, without limitation, any interest and other
amounts which were accrued but unpaid on the date of such purchase) shall be
payable in Dollars as if such Loan had originally been made in Dollars.
Notwithstanding the foregoing, a Lender shall not have any obligation to acquire
a participation in a Yen Loan pursuant to this paragraph if an Event of Default
shall have occurred and be continuing at the time such Yen Loan was made and
such Lender shall have notified the Yen Fronting Lenders in writing, at least
one Business Day prior to the time such Yen Loan was made, that such Event of
Default has occurred and that such Lender will not acquire participations in Yen
Loans made while such Event of Default is continuing.

            SECTION 2.02. Loans and Borrowings. (a) Each Borrowing of Revolving
Loans (other than Yen Loans) shall consist of Revolving Loans made by the
Lenders ratably in accordance with their respective Commitments. Each Yen Loan
shall be made as part of a Borrowing consisting of Yen Loans made by the Yen
Fronting Lenders ratably in accordance with their respective Yen Commitments.
The failure of any Lender to make any Loan required to be made by it shall not
relieve any other Lender of its obligations hereunder; provided that the
Commitments and Yen Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.

            (b) Subject to Section 2.13, each Revolving Borrowing shall be
comprised entirely of Base Rate Loans, Eurocurrency Loans or TIBOR Loans as the
applicable Borrower may request in accordance herewith. Each Swingline Loan
shall be, if denominated in Dollars, an ABR Loan, if denominated in Pounds
Sterling, a Pound Sterling Overnight Rate Loan or a Pound Sterling Quoted Rate
Loan, or if denominated in Euros, a Euro Overnight Rate Loan or a Euro Quoted
Rate Loan, at the option of the applicable Borrower. Each Lender at its option
may make any Eurocurrency Loan or TIBOR Loan, as applicable, by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option

                                       24
<PAGE>

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 the Borrowers in
respect of Sections 2.14 or 2.16.

            (c) At the commencement of each Interest Period for any Eurocurrency
or TIBOR Revolving Borrowing, such Borrowing shall be in an aggregate amount
that is an integral multiple of 1,000,000 units of the relevant Currency and not
less than an amount which is the Dollar Equivalent to $20,000,000. At the time
that any Base Rate Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of 1,000,000 units and not less than an
amount which is the Dollar Equivalent to $20,000,000; provided that any Base
Rate 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
units 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 20 Eurocurrency Revolving Borrowings outstanding nor more than
five TIBOR 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); provided that no more
than the Dollar Equivalent of $2,000,000,000 of Revolving Loans denominated in
Euros shall be outstanding at any time as to which the Administrative Agent was
notified the same day as the Revolving Borrowing. Each such telephonic Borrowing
Request shall be 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 and Currency of the requested Borrowing,
and, in the case of an Optional Currency Borrowing, the Dollar Equivalent of the
requested Borrowing, as calculated using the Exchange Rate on the date of the
request;

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

            (c) whether such Borrowing is to be an ABR Borrowing, a Pound
Sterling Overnight Rate Borrowing, a Euro Overnight Rate Borrowing, a
Eurocurrency Borrowing or a TIBOR Borrowing;

            (d) in the case of a Eurocurrency or TIBOR 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.

                                       25
<PAGE>

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 a Base Rate
Borrowing. If no Interest Period is specified with respect to any requested
Eurocurrency or TIBOR Revolving 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 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 $250,000,000, 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. Swingline Loans shall be made in Dollars,
Pounds or Euros only.

            (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 currency, 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., Local Time, on
the requested date of such Swingline Loan.

            (c) The Swingline Lender may by written notice given to the
Administrative Agent not later than 11:00 am, Local 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

                                       26
<PAGE>

Lender the amounts so received by it from the Lenders, whereafter such Swingline
Loan shall be deemed converted to a Base Rate Revolving 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 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. Each
Letter of Credit shall be issued in Dollars or in an Optional Currency other
than Yen. 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 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 Local 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 and Currency 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.

                                       27
<PAGE>

            (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, Local 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 in the same Currency as such LC Disbursement by
paying to the Issuing Bank an amount equal to such LC Disbursement not later
than 2:00 p.m., Local 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 Bank on such date, the Borrower
shall be deemed to have requested a Base Rate Borrowing in the principal amount
and Currency 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 Base Rate Borrowing, and the Issuing Bank shall notify
the Administrative Agent, who shall notify each Lender of the applicable LC
Disbursement and corresponding Base Rate 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 Base Rate 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 Base Rate 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.

                                       28
<PAGE>

            (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 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 Base Rate Loans
in the applicable Currency; provided that, if such LC Disbursement cannot be
reimbursed with the

                                       29
<PAGE>

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(g) 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 Time Warner, the replaced
Issuing Bank and the successor Issuing Bank. Time Warner 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(b). 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.

            (j) Existing Letters of Credit. Notwithstanding anything to the
contrary above in this Section 2.05, including, without limitation, the
procedural requirements of clause (b) hereof, each letter of credit issued under
the Existing Five-Year Credit Agreement which is outstanding on the Amendment
Effective Date (including any extension thereof) shall constitute a "Letter of
Credit" for all purposes of this Agreement and shall be deemed issued, including
for purposes of this Section 2.05 and Section 2.11(c), on the Amendment
Effective Date. Thereafter, each such Letter of Credit deemed issued pursuant to
this Section 2.05(j) shall be governed by, and shall be subject to the
provisions of, this Section 2.05, and Time Warner and the respective Issuing
Banks with respect to such Letters of Credit deemed issued pursuant to this
Section 2.05 agree that any reimbursement agreement, credit agreement or other
document (excluding such Letter of Credit itself) previously governing such
Letter of Credit shall be deemed terminated and replaced with the provisions of
this Section 2.05 and the other applicable terms of this Agreement (it being
understood that any fees or other amounts payable to such Issuing Bank accrued
prior to the Amendment Effective Date in respect of any such Letter of Credit,
shall be payable to such Issuing Bank in accordance with the provisions of such
prior agreement).

            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, Local Time for the applicable
Currency, 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 by promptly crediting the
amounts so received, in like funds, to an account of the applicable Borrower
specified on Schedule 2.03(B) or designated by the applicable Borrower in the
applicable Borrowing Request.

                                       30
<PAGE>

            (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, (A) in the case of
Borrowings denominated in Dollars, the Alternative Base Rate, and (B) in the
case of Borrowings denominated in any Optional Currency, the interest rate
reasonably determined by the Administrative Agent as the rate applicable to
overnight settlements between banks for the amount advanced by the
Administrative Agent on behalf of such Lender 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 Eurocurrency or TIBOR Revolving 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 (but
of the same currency) or to continue such Borrowing and, in the case of a
Eurocurrency or TIBOR Revolving 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 Base Rate 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

                                       31
<PAGE>

      specified pursuant to clauses (iii) and (iv) below shall be specified for
      each resulting Borrowing);

            (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 a Base Rate Borrowing
      or a Eurocurrency or a TIBOR Borrowing;

            (iv)  if the resulting Borrowing is a Eurocurrency or TIBOR
      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 Eurocurrency Borrowing or TIBOR
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. All
Loans denominated in Yen in each case shall be TIBOR Loans.

            (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 Eurocurrency or TIBOR Revolving Borrowing
prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period, such
Borrowing shall be continued as a Eurocurrency or TIBOR Revolving 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 Eurocurrency or TIBOR Borrowing and (ii) unless repaid, each
Eurocurrency and TIBOR Revolving Borrowing shall be converted to a Base Rate
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) Time Warner 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 $25,000,000 and (ii) Time Warner 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) Time Warner 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 Time
Warner pursuant to this Section shall be irrevocable; provided that a notice of
termination of the Commitments

                                       32
<PAGE>

delivered by Time Warner may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by Time Warner (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.

            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, (ii) to the
Administrative Agent for the account of each Yen Fronting Lender and the
participating Lenders as their interests may appear the then unpaid principal
amount of each Yen Loan owed by such Borrower on the Maturity Date and (iii) 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 and Currency of each Loan made hereunder, the Type
thereof and the Interest Period applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from 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 applicable Borrower.
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

                                       33
<PAGE>

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 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 Amendment 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 Amendment 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, that the Commitment Utilization
Percentage is greater than 50%, at the rate of 0.10% 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 Eurocurrency Revolving 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 Amendment Effective Date
to but excluding the later of the date on which such Lender's Commitment
terminates and the date on

                                       34
<PAGE>

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 Amendment 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, commencing on the
first such date to occur after the Amendment 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 Time Warner 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 Eurocurrency 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 Pound Sterling Overnight Rate
Borrowing shall bear interest at a rate per annum equal to the Pound Sterling
Overnight Rate.

            (d) The Loans comprising each Euro Overnight Rate Borrowing shall
bear interest at a rate per annum equal to the Euro Overnight Rate.

            (e) The Loans comprising each TIBOR Borrowing shall bear interest at
a rate per annum equal to the TIBOR Rate plus the Applicable Rate.

            (f) The Loans comprising each Swingline Borrowing shall bear
interest at a rate per annum equal to (i) in the case of Swingline Loans
denominated in Dollars, the Alternative Base Rate, (ii) in the case of Swingline
Loans denominated in Pounds, the Pound Sterling Overnight Rate or the Pound
Sterling Quoted Rate, as applicable, and (iii) in the case of Swingline Loans
denominated in Euros, the Euro Overnight Rate or the Euro Quoted Rate, as
applicable.

            (g) 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

                                       35

<PAGE>

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 Loans in the Base Rate of the relevant Currency as provided above.

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

            (i) All interest hereunder shall be computed on the basis of a year
of 360 days, except that (i) interest computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
(ii) with respect to Loans denominated in Pounds, the interest rate thereon
shall be computed on the basis of a 365-day year, and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Base Rate, TIBOR Rate, Adjusted LIBO
Rate and LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

            SECTION 2.13. Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a Eurocurrency Borrowing or TIBOR
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
      for the relevant Currency or the TIBOR Rate; or

            (b) the Administrative Agent is advised by the Required Lenders that
      for such Interest Period the Adjusted LIBO Rate for the relevant Currency
      or the TIBOR 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
Eurocurrency Borrowing or TIBOR Borrowing, as applicable, 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, a Base Rate 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 Eurocurrency Revolving Borrowing or TIBOR Revolving Borrowing, such
Borrowing shall, unless otherwise rescinded by the applicable Borrower, be made
as a Base Rate Loan in the

                                       36

<PAGE>

applicable Currency (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 or the Tokyo interbank market any other condition
      affecting this Agreement or Eurocurrency or TIBOR 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 Eurocurrency or TIBOR 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 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

                                       37

<PAGE>

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 Eurocurrency or TIBOR 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 Eurocurrency or TIBOR 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 Eurocurrency or TIBOR 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 Eurocurrency or TIBOR 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 the applicable
Currency 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 or the TIBOR Rate,
as applicable, 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 the
applicable Currency from other banks in the Eurocurrency 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

                                       38

<PAGE>

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 taxation authority with respect to 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) 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 taxation 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.

                                       39

<PAGE>

            (f) Any Lender that is a U.S. Person shall deliver to Time Warner
(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., Local 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
(i) in New York, for payments in Dollars, (ii) in London, for payments in Euros
or Pounds and (iii) in Tokyo, for payments in Yen, in each case, 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, shall be made in the Currency in
which the applicable payment obligation is due; provided, that payments in
respect of Facility Fees pursuant to Section 2.11 and any other payments (not in
respect of principal, interest or fees) or reimbursements shall be payable in
Dollars.

            (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,

                                       40

<PAGE>

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, (i) if the relevant
amount is denominated in Pounds Sterling, at the Pound Sterling Overnight Rate
(ii) if the relevant amount is denominated in Dollars, at the Federal Funds
Effective Rate and (iii) if the relevant amount is denominated in any other
Currency, at the interest rate reasonably determined by the Administrative Agent
as the rate applicable for overnight settlements between banks for the amount
paid by the Administrative Agent on behalf of such Borrower.

            (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 Credit Party 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

                                       41

<PAGE>

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 Time Warner 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) Time Warner 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 Time Warner to require such assignment and delegation
cease to apply.

            SECTION 2.19. Prepayments Required Due to Currency Fluctuation. (a)
Not later than 1:00 p.m., New York City time, on the last Business Day of each
fiscal quarter of Time Warner or at such other time as is reasonably determined
by the Administrative Agent (the "Calculation Time"), the Administrative Agent
shall determine the Dollar Equivalent of the total Revolving Credit Exposures
outstanding as of such date.

            (b) If at the Calculation Time, the Dollar Equivalent of the total
Revolving Credit Exposures exceeds the total Commitments then in effect by 5% or
more, then within five Business Days of notice to the Borrowers thereof, the
applicable Borrowers shall prepay Swingline Loans or Revolving Loans or cash
collateralize the outstanding Letters of Credit in an aggregate principal amount
at least equal to such excess. Nothing set forth in this Section 2.19(b) shall
be construed to require the Administrative Agent to calculate compliance under
this Section 2.19(b) other than at the times set forth in Section 2.19(a).

            (c) If at the Calculation Time, the Dollar Equivalent of the total
Yen Loans exceeds the total Yen Commitments then in effect by 5% or more, then
within five Business Days of notice to the Borrowers thereof, the applicable
Borrowers shall prepay Yen Loans in an aggregate principal amount at least equal
to such excess. Nothing set forth in this Section 2.19(c) shall be construed to
require the Administrative Agent to calculate compliance under this Section
2.19(c) other than at the times set forth in Section 2.19(a).

            SECTION 2.20. Adoption of the Euro. Each provision of this Agreement
shall be subject to such reasonable changes of construction as the
Administrative Agent may from time to time specify to be appropriate to reflect
the adoption of the Euro in any Participating

                                       42

<PAGE>

Member State and any relevant market conventions or practices relating to the
Euro. Each obligation under this Agreement of a party to this Agreement which
has been denominated in the National Currency Unit of a Subsequent Participant
shall be redenominated into the Euro in accordance with EMU Legislation
immediately upon such Subsequent Participant becoming a Participating Member
State (but otherwise in accordance with EMU Legislation). If, in relation to the
currency of any Subsequent Participant, the basis of accrual of interest or fees
expressed in this Agreement with respect to such currency shall be inconsistent
with any convention or practice in the interbank market for the basis of accrual
of interest or fees in respect of the Euro, such convention or practice shall
replace such expressed basis effective as of and from the date on which such
Subsequent Participant becomes a Participating Member State; provided, that if
any Loan in the currency of such Subsequent Participant which is subject to an
Interest Period is outstanding immediately prior to such date, such replacement
shall take effect, with respect to such Loan, at the end of the then current
Interest Period.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

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

            SECTION 3.01. Organization; Powers. Each Credit Party and each of
the Restricted Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all
requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

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

            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 or other
organizational documents of such Borrower or any of the Restricted Subsidiaries
or any order of any Governmental Authority, (c) will not violate or result in a
default under any indenture, agreement or other instrument binding upon such
Borrower or any of the Restricted Subsidiaries or its assets, or give rise to a
right thereunder to require any payment to be made by such Borrower or any of
the Restricted Subsidiaries and (d) will not result in the creation or
imposition of any Lien on any asset of such Borrower or any of the Restricted
Subsidiaries;

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<PAGE>

except, in each case (other than clause (b)(ii) with respect to any Credit
Party), such as could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.

            SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The consolidated balance sheet and statements of operations, stockholders equity
and cash flows (including the notes thereto) of Time Warner as of and for the
fiscal year ended December 31, 2003, reported on by Ernst & Young LLP,
independent public accountants, copies of which have heretofore been furnished
to each Lender, when combined with all public filings with the SEC by any Credit
Party since December 31, 2003 and prior to the Amendment Effective Date, present
fairly, in all material respects, the financial position and results of
operations and cash flows of Time Warner and its consolidated Subsidiaries, as
of such date and for such period, in accordance with GAAP.

            (b) The unaudited consolidated balance sheets and statements of
operations, stockholders equity and cash flows of Time Warner and its
consolidated Subsidiaries as of and for the three months ended March 31, 2004,
copies of which have heretofore been furnished to each Lender, when combined
with all public filings with the SEC by any Credit Party since December 31, 2003
and prior to the Amendment Effective Date, present fairly, in all material
respects, the financial position and results of operations and cash flows of
Time Warner and its consolidated Subsidiaries, as of such date and for such
period, in accordance with GAAP.

            (c) Since December 31, 2003, there has been no material adverse
change in the business, assets, operations or financial condition of Time Warner
and its consolidated Subsidiaries, taken as a whole.

            SECTION 3.05. Properties. (a) Such Borrower and each of the
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 the 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 the 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 the 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 the 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

                                       44

<PAGE>

knowledge of any basis for any Environmental Liability on the part of any of the
Restricted Subsidiaries.

            SECTION 3.07. Compliance with Laws and Agreements. Such Borrower and
each of the 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.

            SECTION 3.08. Government Regulation. Neither such Borrower nor any
of the 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 and the Amendment
Effective Date, all information heretofore or contemporaneously furnished by or
on behalf of such Borrower or any of the Restricted Subsidiaries (including all
information contained in the Credit Documents and the annexes, schedules and
other attachments to the Credit Documents, but not including any projected
financial statements), when taken together with the reports and other filings
with the SEC made under the Exchange Act by any Credit Party since December 31,
2003, 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 the Restricted
Subsidiaries to or on behalf of any Lender is and will be (as of their
respective dates and the Amendment 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
such 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 such 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.

                                       45

<PAGE>

                                   ARTICLE IV

                                   CONDITIONS

            SECTION 4.01. Amendment Effective Date. The effectiveness of 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):

            (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 Guarantee, executed and delivered by each of the
      Guarantors.

            (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 Amendment Effective Date) of (i) Cravath, Swaine
      & Moore LLP, counsel for the Credit Parties, (ii) in-house counsel to the
      Credit Parties, and (iii) Arthur Cox, counsel to TWFI, in each case in
      form and substance reasonably satisfactory to the Administrative Agent.
      The Credit Parties hereby request each 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 Amendment
      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 any Borrower, confirmation of compliance with the conditions set
      forth in paragraphs (a) and (b) of Section 4.02.

            (d) Fees. The Borrowers shall have paid all fees required to be paid
      on or before the Amendment Effective Date by the Borrowers in connection
      with the revolving credit facilities provided for in this Agreement.

            (e) Termination of the Existing 364-Day Credit Agreement. All
      Indebtedness outstanding under the Existing 364-Day Credit Agreement shall
      have been repaid or concurrently repaid with proceeds of Loans on the
      Amendment Effective Date, together with all interest thereon and other
      amounts owing in respect thereof, all commitments thereunder shall have
      been cancelled and such agreement shall have been terminated.

            (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 the Credit Parties, 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:

                                       46

<PAGE>

            (a) The representations and warranties of the Credit Parties 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 than the Amendment 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 the
Credit Parties 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 the Restricted
Subsidiaries) covenants and agrees with the Lenders that:

            SECTION 5.01. Financial Statements and Other Information. Time
Warner 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 Time
      Warner, its audited consolidated balance sheet and related statements of
      operations, stockholders' equity and cash flows as of the end of and for
      such year and its unaudited Adjusted Financial Statements for such fiscal
      year, setting forth in each case in comparative form the figures for the
      previous fiscal year, and, (i) in the case of the audited financial
      statements, reported on by Ernst & Young LLP or other independent public
      accountants of recognized national standing (without a "going concern" or
      like qualification or exception and without any qualification or exception
      as to the scope of such audit) to the effect that such consolidated
      financial statements present fairly in all material respects the financial
      condition and results of operations of Time Warner and the 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 Time Warner's Financial Officers as presenting fairly
      in all material respects the financial condition and results of operations
      of Time Warner and the 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, Time
      Warner shall not be required to furnish Adjusted Financial Statements for
      any fiscal year if all Unrestricted Subsidiaries (other than any such
      Unrestricted Subsidiaries that are already treated as

                                       47

<PAGE>

      equity investments on Time Warner's financial statements) on a combined
      basis would not have constituted a Material Subsidiary for such fiscal
      year;

            (b) within 60 days after the end of each of the first three fiscal
      quarters of each fiscal year of Time Warner (including the fiscal quarter
      ending June 30, 2004), its consolidated balance sheet and related
      statements of operations, stockholders' equity and cash flows and its
      unaudited 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 Time Warner's
      Financial Officers as presenting fairly in all material respects the
      financial condition and results of operations of Time Warner 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, Time Warner shall not be required to furnish
      Adjusted Financial Statements for any fiscal quarter if all Unrestricted
      Subsidiaries (other than any such Unrestricted Subsidiaries that are
      already treated as equity investments on Time Warner'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 Time
      Warner (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 (k) 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 Time Warner pursuant to this paragraph (c),
      and, if any such change has occurred, specifying the effect of such change
      on the financial statements accompanying such certificate;

            (d) 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

            (e) promptly following any request therefor, such other information
      regarding the operations, business affairs and financial condition of Time
      Warner 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 Time Warner 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)
and (d) shall be deemed to have been delivered on the date on which Time Warner
provides notice to the Administrative Agent, or as the case may be the
Administrative Agent gives notice to the Lenders, that such information has been
posted on Time Warner's website on the internet at the

                                       48

<PAGE>

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 Time Warner shall deliver paper copies of the
reports and financial statements referred to in paragraphs (a), (b) and (d) of
this Section 5.01 to the Administrative Agent or any Lender who requests Time
Warner 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 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 Time Warner 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 the 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 the 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 the Restricted Subsidiaries to, (a) keep and
maintain all property material to the conduct of its business (taken as a whole)
in good working order and condition, ordinary wear and tear excepted, and (b)
maintain, with financially sound and reputable insurance

                                       49

<PAGE>

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 the 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 the 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 such Borrower is present, or such
Borrower has consented to the absence of such a representative, independent
accountants (in each case subject to such Borrower's or the 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 the 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 purposes, including the repayment of
indebtedness of existing and future Subsidiaries of any of the Borrowers 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. Such Borrower will keep
the same financial reporting periods as are in effect on the date hereof.

                                   ARTICLE VI

                              NEGATIVE CONVENANTS

            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 the
Restricted Subsidiaries) with the Lenders that:

            SECTION 6.01. Financial Covenants.

            (a) The Consolidated Leverage Ratio as of the last day of any period
      of four consecutive fiscal quarters of Time Warner (including the fiscal
      quarter ending June 30, 2004) will not exceed 4.50 to 1.00.

                                       50

<PAGE>

            (b) The Consolidated Interest Coverage Ratio for any period of four
      consecutive fiscal quarters of Time Warner (including the fiscal quarter
      ending June 30, 2004) will not be less than 2.00 to 1.00.

            SECTION 6.02. Indebtedness. Time Warner will not permit any of the
      Restricted Subsidiaries (other than a Credit Party, Time Warner Cable or
      the consolidated Subsidiaries of Time Warner Cable) 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 $1,500,000,000 at any time
      outstanding;

            (b) Indebtedness of any such Restricted Subsidiary to a Borrower 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;

            (e) Indebtedness of any Person that becomes a Restricted Subsidiary
      after the date hereof; provided that (x) such Indebtedness exists at the
      time such Person becomes a Subsidiary and is not created in contemplation
      of or in connection with such Person becoming a Subsidiary and (y) such
      Indebtedness does not, directly or indirectly, have recourse (including by
      way of setoff) to Time Warner or any of the Restricted Subsidiaries or any
      asset thereof other than to the Person so acquired and its Subsidiaries
      and the assets of the Person so acquired and its Subsidiaries; and

            (f) Film Financings.

            SECTION 6.03. Liens. Such Borrower will not, and will not permit any
of the 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 Time Warner 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 Time Warner and the Restricted Subsidiaries
      in excess of $200,000,000;

                                       51

<PAGE>

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

            (c) Liens on property acquired, constructed or improved by any
      Borrower 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 the any
      Borrower or any of its Subsidiaries;

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

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

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

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

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

            (i) 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;

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

            (k) other Liens in respect of property or assets of Time Warner 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
      Time Warner at such time (it being understood that any Lien permitted
      under any other clause in this Section 6.03 shall not be included in the
      computation described in this paragraph).

                                       52

<PAGE>

            SECTION 6.04. Mergers, Etc. Such Borrower will not, and will not
permit any of the 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 the
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 the 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 Amendment
Effective Date, provided that (i) a Borrower shall not merge into or consolidate
with such other Person, unless such Borrower shall survive such consolidation or
merger, and (ii) a Borrower shall not liquidate or dissolve or permit any
Guarantor to liquidate or dissolve except into such Borrower or another
Guarantor.

            SECTION 6.05. Investments. Such Borrower will not, and will not
cause or permit any of the 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. Such Borrower will not declare or
make, or agree to pay or make, directly or indirectly, any Restricted Payment,
except such Borrower may (a) declare and pay dividends with respect to its
capital stock payable solely in additional shares of its common stock and (b)
make Restricted Payments so long as after giving effect to the making of such
Restricted Payment, no 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 the 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 the Restricted Subsidiaries or between or
among Restricted Subsidiaries, (d) any arrangements with officers, directors,
representatives or other employees of such 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 Guarantor or a
Borrower. A Borrower may designate any other of its Subsidiaries (other than a
Borrower or a Guarantor) as Unrestricted Subsidiaries from time to time in
compliance with the provisions of this Section 6.08. Such Borrower 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
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

                                       53

<PAGE>

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) A Borrower 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. Such Borrower will not designate or
re-designate any Unrestricted Subsidiary as a Restricted Subsidiary, unless at
the time such Unrestricted Subsidiary is so designated or re-designated as a
Restricted Subsidiary, 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
      such Borrower's 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 any
      Borrower;

            (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;

                                       54

<PAGE>

            (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;

                                       55

<PAGE>

            (m) except as otherwise permitted by this Agreement, the Guarantee
      shall cease, for any reason, to be in full force and effect with respect
      to any Guarantor 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 Time Warner, 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).

                                       56
<PAGE>

                                  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 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

                                       57
<PAGE>

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.

            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 VIII (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

                                       58
<PAGE>

of the foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements that are found by a final and
nonappealable decision of a court of competent jurisdiction to have resulted
from such Agent's gross negligence or willful misconduct. The agreements in this
Section shall survive the payment of the Loans and all other amounts payable
hereunder.

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

            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 Time Warner, to it at One Time Warner Center, New York,
      New York 10019, Attention of Chief Financial Officer (Facsimile No. (212)
      484-7175), with copies to its General Counsel (Facsimile No. (212)
      484-7167), and its Treasurer (Facsimile No. (212) 484-7151);

            (b) if to TWFI, to it at 1 North Wall Quay, Dublin 1 Ireland,
      Attention of Gillian Connolly (Facsimile No. 353-1-622-2222), with copies
      to Time Warner as specified above;

            (c) if to the Administrative Agent, to JPMorgan Chase Bank, Agent
      Bank Services Group, 9709 Bellaire Boulevard, Houston, TX 77036, Attention
      of Christine Tran (Facsimile No. 713-219-1601), with a copy to (i)
      JPMorgan Chase Bank, 270 Park Avenue, New York, New York 10017, Attention
      of Joan Fitzgibbon (Facsimile No. 212-270-4584); (ii) in the case of a
      Eurocurrency Borrowing, JPMorgan Chase Bank, London Branch, 125 London
      Wall, London, EC2Y 5AJ, Attention of Steve Clarke (Facsimile No.
      44-20-7777-2360); and (iii) in the case of a Yen Loan, JPMorgan Chase
      Bank, Tokyo Branch, 5-2-20, Akasaka, Minato-ku, Tokyo 107-6151 Japan,
      Attention of Naoko Morimoto, Banking Service Operations (Facsimile No.
      813-5570-7539);

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

                                       59
<PAGE>

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

            (f) 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 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 any Guarantor under the Guarantee
without the written consent of each Lender, or (vi) change any of the provisions
of this Section or the definition of "Required Lenders" or any other provision
hereof specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no
such agreement shall amend, modify or otherwise affect the rights or duties of
the Administrative Agent, 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.

                                       60
<PAGE>

            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.

            (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)

                                       61
<PAGE>

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
Credit Party 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 Credit Party
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 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 Time Warner 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 $15,000,000, (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 $15,000,000 unless, in the case of clauses
(ii) or (iii), each of Time Warner 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 Amendment Effective Date, the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500, and
(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 Time Warner 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

                                       62
<PAGE>

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 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.

                                       63
<PAGE>

            (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.

            (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 Credit Parties 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

                                       64
<PAGE>

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.

            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
Credit Parties (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 Credit Parties 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 Credit Party 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 Credit Party 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

                                       65
<PAGE>

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 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, Time Warner 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 Time Warner or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a nonconfidential basis from a source other than the Borrowers. For the
purposes of this Section, "Information" means all information received from one
or more of the Borrowers, whether oral or written, relating to the Borrowers 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 one or more of the Borrowers; provided that, in the case of
information received from one or more of the Borrowers after the date hereof,
such information is clearly identified at

                                       66
<PAGE>

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.

            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;

            (b) neither the Administrative Agent nor any Lender has any
      fiduciary relationship with or fiduciary duty to any Borrower arising out
      of or in connection with this Agreement or any of the other Credit
      Documents, and the relationship between Administrative Agent and Lenders,
      on one hand, and the Borrowers, 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 Borrowers and the Lenders.

            SECTION 9.14. Judgment Currency. If, for the purposes of obtaining
judgment in any court, it is necessary to convert a sum due hereunder or under
any other Credit Document in one currency into another currency, the rate of
exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such
other currency on the Business Day preceding that on which final judgment is
given. The obligation of each of the applicable Borrowers in respect of any such
sum due from it to either the Administrative Agent or any Lender hereunder or
under any other Credit Document shall, notwithstanding any judgment in a
currency (the "Judgment Currency") other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement (the
"Agreement Currency"), be discharged only to the extent that on the Business Day
following receipt by the Administrative Agent or such Lender of any sum adjudged
to be so due in the Judgment Currency, the Administrative Agent or such Lender
may in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of the
Agreement Currency so purchased is less than the sum originally adjudged to be
due to the Administrative Agent or such Lender in the Agreement Currency (as
converted on the date of final judgment), the Borrowers agree, jointly and
severally, as a separate obligation and notwithstanding any such judgment, to
indemnify the Administrative Agent or such Lender against such loss. If the
amount of the Agreement Currency so purchased is greater than the sum originally
adjudged to be due to the Administrative Agent or such Lender in such currency,
the Administrative Agent or such Lender agrees to return the amount of any
excess to the Borrowers (or to any other Person who may be entitled thereto
under applicable law). The obligations of the Borrowers contained in this
Section 9.14 shall survive the termination of this Agreement and the payment of
all other amounts owing hereunder.

            SECTION 9.15. USA Patriot Act. Each Lender hereby notifies the
Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required
to obtain, verify and record information that

                                       67
<PAGE>

identifies the Borrowers, which information includes the name and address of
each Borrower and other information that will allow such Lender to identify the
Borrowers in accordance with the Act.

                                       68
<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 INC.

                                                 By_____________________________
                                                    Name:
                                                    Title

                                                 TIME WARNER FINANCE IRELAND

                                                 By_____________________________
                                                    Name:
                                                    Title:

<PAGE>

                                     JPMORGAN CHASE BANK,
                                        as Administrative Agent and as a Lender,

                                     By_________________________________________
                                        Name:
                                        Title:

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

                                     By_________________________________________
                                        Name:
                                        Title:

                                     CITIBANK, N.A.,
                                       as Co-Syndication Agent and as a Lender,

                                     By_________________________________________
                                        Name:
                                        Title:

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

                                     By_________________________________________
                                        Name:
                                        Title:

                                     BNP PARIBAS,
                                      as Co-Documentation Agent and as a Lender,

                                     By_________________________________________
                                        Name:
                                        Title:

<PAGE>

                                                                   SCHEDULE 1.01

                         CALCULATION OF MANDATORY COST

The mandatory cost rate referred to in the definition of "Pound Sterling
Overnight Rate" and the "Pound Sterling Quoted Rate" in Section 1.01 of the
Credit Agreement will be the rate determined by the Administrative Agent
(rounded upward, if necessary, to four decimal places) in accordance with the
following formula (expressed as a percentage per annum):

                             CL + S(L - Z) + 0.01F
                             -----------------------
                                 100 - (C + S)

Where on the day of application of the formula:

C           The amount required to be held as a non-interest bearing cash ratio
            deposit with the Bank of England expressed as a percentage of each
            of the Reference Bank's Eligible Liabilities (above any stated
            minimum).

F           The amount of Pound Sterling per (pound)1,000,000 of the fee base of
            each Reference Bank payable to the Financial Services Authority per
            annum (disregarding any minimum fee payable under the Fees
            Regulations).

L           The rate of interest per annum at which Pound Sterling deposits of
            an amount comparable to the Borrowing or other amount are offered by
            each Reference Bank to leading banks in the London interbank market
            at or about 11:00 a.m. on the date of calculation for a period
            comparable to the period for which the Mandatory Cost is to be
            calculated; or

            The Pound Sterling Overnight Rate for the relevant day as calculated
            without taking into account the Mandatory Cost is the rate of
            interest (less margin and the Mandatory Cost) payable on that day on
            the related Borrowing pursuant to clause Section 2.12 of this
            Agreement.

S           The amount required to be placed as Special Deposits with the Bank
            of England, expressed as a percentage of each of the Reference
            Bank's Eligible Liabilities (above any stated minimum).

Z           The lower of L and the rate of interest per annum paid by the Bank
            of England on Special Deposits at or about 11:00 a.m. on the date of
            calculation.

<PAGE>

For the purposes of calculating the Mandatory Cost:

(i)         C, L, S and Z are included in the formula as numbers and not as
            percentages, e.g. if C = 0.15 percent and L = 7 percent, CL is
            calculated at 0.15 x 7;

(ii)        the formula is applied on the first day of each period for which it
            falls to be calculated (and the result shall apply for the duration
            of such period);

(iii)       each amount is rounded up to the nearest four decimal places; and

(iv)        if the formula produces a negative percentage, the percentage shall
            be taken as zero.

If alternative or additional financial requirements are imposed by the Bank of
England, the Financial Services Authority or any other fiscal, monetary or
governmental authority or agency (including the European Central Bank) which in
the Administrative Agent's reasonable opinion make the above formula (or any
element thereof, or any defined term used therein) no longer appropriate, the
Administrative Agent (following consultation with the Borrowers and the Required
Lenders) shall be entitled by notice to the Borrowers to stipulate such other
formula as shall be suitable to apply in substitution for the above formulae.
Any such variation shall, in the absence of manifest error, be conclusive and
binding on all parties and shall apply from the date specified in such notice.

For the purposes of this Schedule:

            "Bank of England Act" means the Bank of England Act 1998;

            "Eligible Liabilities" has the meaning given to that term in the
            Cash Ratio Deposits (Eligible Liabilities) Order 1998 or the
            applicable substitute order made under the Bank of England Act as in
            force on the date of application of the formula;

            "Fee Base" has the meaning given to that term in the Fees
            Regulations;

            "Fees Regulations" means the Banking Supervision (Fees) Regulations
            2001 or the applicable substitute regulations made under the Bank of
            England Act as are in force on the date of application of the
            formula; and

            "Special Deposits" has the meaning given to that term by the Bank of
            England on the date of application of the formula.

Any reference to a provision of any statute, directive, order or regulation
herein is a reference to that provision as amended or re-enacted from time to
time.
<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS

<TABLE>
<CAPTION>
                 Lender                         Commitment      Yen Commitment
                 ------                         ----------      --------------
<S>                                          <C>               <C>
JPMorgan Chase Bank                          $625,000,000.00   $104,511,278.20
Bank of America, N.A.                        $525,000,000.00   $104,511,278.20
Citibank, N.A.                               $385,000,000.00   $ 96,992,481.20
ABN AMRO Bank N.V.                           $385,000,000.00   $ 96,992,481.20
BNP Paribas                                  $385,000,000.00   $ 96,992,481.20
Deutsche Bank AG New York Branch             $300,000,000.00   $          0.00
Royal Bank of Scotland plc                   $300,000,000.00   $          0.00
Barclays Bank PLC                            $300,000,000.00   $          0.00
Westdeutsche Landesbank Girozentrale, New
  York Branch                                $300,000,000.00   $          0.00
Wachovia Bank, National Association          $300,000,000.00   $          0.00
HSBC Bank USA                                $300,000,000.00   $          0.00
The Bank of Nova Scotia                      $220,000,000.00   $          0.00
Sumitomo Mitsui Banking Corporation          $220,000,000.00   $          0.00
The Bank of Tokyo Mitsubishi Trust Company   $220,000,000.00   $          0.00
Dresdner Bank AG, New York and Grand
  Cayman Branches                            $220,000,000.00   $          0.00
Mizuho Corporate Bank, Limited               $220,000,000.00   $          0.00
Calyon New York Branch                       $220,000,000.00   $          0.00
</TABLE>

<PAGE>

<TABLE>
<S>                                          <C>               <C>
Morgan Stanley Bank                          $150,000,000.00   $          0.00
Bear Stearns Corporate Lending Inc.          $150,000,000.00   $          0.00
Lehman Brothers Bank, FSB                    $150,000,000.00   $          0.00
Merrill Lynch Bank USA                       $150,000,000.00   $          0.00
William Street Credit Corporation            $150,000,000.00   $          0.00
Credit Suisse First Boston, acting through
  its Cayman Islands Branch                  $150,000,000.00   $          0.00
Societe Generale                             $150,000,000.00   $          0.00
Commerzbank AG, New York and Grand Cayman
  Branches                                   $150,000,000.00   $          0.00
Mellon Bank, N.A.                            $ 75,000,000.00   $          0.00
The Bank of New York                         $ 75,000,000.00   $          0.00
Lloyds TSB Bank plc                          $ 75,000,000.00   $          0.00
UFJ Bank Limited New York Branch             $ 75,000,000.00   $          0.00
National Australia Bank Limited, A.C.N.      $ 75,000,000.00   $          0.00
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

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

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


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

Pound Sterling Overnight   10:00 am London time one (1) Business Day            12:00 pm London time one (1)
Rate Borrowing             before the date of the proposed Borrowing.           Business Day before the date of
                                                                                prepayment.

Euro Overnight Rate        10:00 am London time on the day of the proposed      12:00 pm London time one (1)
Borrowing                  Borrowing (subject to the limitation in Section      Business Day before the date of
                           2.03).                                               prepayment.

TIBOR Borrowing            11:00 am Tokyo time three (3) Business Days          12:00 pm Tokyo time three (3)
                           before the date of the proposed Borrowing.           Business Days before the date of
                                                                                prepayment.

SWINGLINE LOANS

Alternative Base Rate      2:00 pm New York City time on the day of the
Borrowing                  proposed Borrowing.

Pound Sterling Overnight   10:00 am London time on the day of the proposed      12:00 pm London time one (1)
Rate or Euro Overnight     Borrowing                                            Business Day before the
Borrowing.                                                                      date of  prepayment.

Pound Sterling Quoted      3:00 pm London time on the day of the proposed       12:00 pm London time one (1)
Rate or Euro Quoted Rate   Borrowing.                                           Business Day before the date of
Borrowing                                                                       prepayment.
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

TIME WARNER INC.

Currency:                  Dollar

Bank:                      JP Morgan Chase

Address:                   1 Chase Manhattan Plaza
                           New York, NY 10005

ABA:                       021000021

Account Name:              Time Warner Inc.

Account Number:            323 231098

Currency:                  Euro

Bank:                      Barclays Bank

Address:                   Hanover Square
                           London

Sort Code:                 20-30-19

SWIFT:                     BARCGB22

Account Name:              Time Warner Inc.

Account Number:            43447544

<PAGE>

Currency:                  Pounds

Bank:                      Barclays Bank

Address:                   Hanover Square
                           London

Sort Code:                 20-36-47

SWIFT:                     BARCGB22

Account Name:              Time Warner Inc.

Account Number:            60039616

TIME WARNER FINANCE IRELAND

Currency:                  Dollar

Bank:                      Citibank N.A., New York

Address:                   CITIUS33

Account Name:              Citibank N.A. Dublin (CITIIE2X)

Account Number:            10994598

For further credit to Time Warner Finance Ireland account number 8859 019

Currency:                  Euro

Bank:                      Citibank N.A., Dublin

SWIFT:                     CITIIEZX

Account Name:              Time Warner Finance Ireland

Account Number:            8859.027

<PAGE>

Currency:                  Pounds

Bank:                      Citibank N.A., London

Sort Code:                 18-50-08

SWIFT:                     CITGB2L

Account Name:              Citibank N.A.Dublin (CITIIE2X)

Account Number:            603872

For further credit to Time Warner Finance Ireland account number 8859 035

<PAGE>

                                                                   SCHEDULE 2.05

<TABLE>
<CAPTION>
                                                                       L/C            FACE AMOUNT
ISSUER         ACCOUNT PARTY        BENEFICIARY       MATURITY       NUMBER      AVAILABLE TO BE DRAWN
------         -------------        -----------       --------       ------      ---------------------
<S>            <C>                  <C>               <C>            <C>         <C>

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</TABLE>

<PAGE>

                                                                   SCHEDULE 6.08

                            UNRESTRICTED SUBSIDIARIES

1. AOL Canada, Inc.
2. AP Financing, Inc.
3. Astronaut Financing, Inc.
4. Atlanta Hawks, L. P.
5. Blade Financing, Inc.
6. Blast Financing, Inc.
7. Corruptor Financing, Inc.
8. DRC Financing, Inc.
9. Frequency Financing, Inc.
10. Invisible Financing, Inc.
11. LIS Financing, Inc.
12. LN Financing, Inc.
13. LOR Financing, Inc.
14. LS Financing, Inc.
15. Magnolia Avenue Financing, Inc.
16. NL Receivables LLC
17. Pleasantville Financing, Inc.
18. POG Financing, Inc.
19. Rush Hour Financing, Inc.
20. TAC Financing, Inc.
21. TBS Funding Corp.
22. Time Receivables Company LLC
23. TWE-NL Receivables LLC
24. TWE Receivable Trust I
25. TW Receivables, Inc.
26. Turner Arena Operations, Inc.
27. WAG Financing, Inc.
28. TWEAN Subsidiary, LLC
<PAGE>
                                                                      SCHEDULE 8

                             LIST OF PROPER PERSONS

                Name                                  Title

Wayne H. Pace                           Exec. Vice President and CFO
Raymond G. Murphy                       Vice President and Treasurer
Edward B. Ruggiero                      Vice President - Corporate Finance
Matthew A. Siegel*                      Asst. Treasurer
Eric Schott*                            Asst. Treasurer

---------------------------

*     The Administrative Agent may act upon verbal instructions from Mr. Schott
      or Mr. Siegel which will be followed by written confirmation from one of
      the other above named officers.

<PAGE>
                                                                  EXECUTION COPY

                                     FORM OF
                         AMENDED AND RESTATED GUARANTEE

            AMENDED AND RESTATED GUARANTEE, dated as of July 8, 2002 and amended
and restated as of June 30, 2004, made by TIME WARNER INC., a Delaware
corporation ("Time Warner") (f/k/a AOL Time Warner Inc.), AMERICA ONLINE, INC.,
a Delaware corporation ("AOL"), HISTORIC TW INC., a Delaware Corporation
("Historic TW") (f/k/a Time Warner Inc.), TURNER BROADCASTING SYSTEM, INC., a
Georgia corporation ("TBS"), and TIME WARNER COMPANIES, INC., a Delaware
corporation ("TWCI") (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 Amended
and Restated Five-Year Credit Agreement, dated as of July 8, 2002 and amended
and restated as of June 30, 2004 (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among Time Warner, Time Warner
Finance Ireland ("TWFI"), the Lenders, Bank of America, N.A. and Citibank, N.A.,
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, the Guarantors are party to the Guarantee, dated as of July
8, 2002, made by each Guarantor in favor of the Administrative Agent (the
"Existing Guarantee");

            WHEREAS, the parties hereto have agreed to amend and restate the
Existing Guarantee as provided herein;

            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 an affiliate of one or more of the
Borrowers 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 the
Borrowers 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

<PAGE>

Credit Agreement, each Guarantor hereby agrees with the Administrative Agent,
for the ratable benefit of the Lenders, that the Existing Guarantee shall be
amended and restated in its entirety 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, "Designated Borrowers" means Time Warner and TWFI.

      (c) As used herein, "Guarantee" means this Amended and Restated Guarantee.

      (d) 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 Designated 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 the commencement of any insolvency, reorganization or
like proceeding, relating to either one or both of the Designated 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 Designated Borrowers pursuant to the terms of the Credit
Agreement or any other Credit Document).

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

      (f) As used herein, "Historic TW Obligations" has the meaning assigned to
such term in Section 2(c) of this Guarantee.

      (g) 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.

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

      2. Guarantees. (a) Each of AOL and Historic TW hereby, jointly and
severally, unconditionally and irrevocably guarantees to the Administrative
Agent, for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and
performance by the Designated Borrowers when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations.

                                       2
<PAGE>

      (b) Time Warner 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 TWFI when due (whether at the stated
maturity, by acceleration or otherwise) of the Obligations of TWFI.

      (c) Each of TBS and TWCI hereby, jointly and severally, unconditionally
and irrevocably guarantees to the Administrative Agent, for the ratable benefit
of the Lenders and their respective successors, indorsees, transferees and
assigns, the prompt and complete payment and performance by Historic TW when due
(whether at the stated maturity, by acceleration or otherwise) of its
obligations and liabilities under this Guarantee (the "Historic TW Obligations")
including under Section 2(a) hereof.

      (d) 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 Designated
Borrowers may be free from any Obligations.

      (e) 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.

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

      (g) No payment or payments made by either of the Designated Borrowers, any
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
Designated Borrowers, any of the Guarantors, any other guarantor or any other
Person by virtue of any action or proceeding or any setoff or appropriation or
payment of the Obligations shall be deemed to modify, reduce, release or
otherwise affect the liability of any Guarantor hereunder who shall,
notwithstanding any such payment or payments (other than payments made by such
Guarantor in respect of the Obligations or payments received or collected from
such Guarantor in respect of the Obligations), remain liable for the Obligations
and, in the case of TBS and TWCI, the Historic TW 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
collaterized in accordance with Section 2.05(c) of the Credit Agreement) and the
Commitments are terminated.

      3. Right of Contribution. Each Guarantor hereby agrees that to the extent
that a Guarantor shall have paid more than its proportionate share of any
payment made hereunder, such Guarantor shall be entitled to seek and receive
contribution from and against any other Guarantor hereunder who has not paid its
proportionate share of such payment. Each

                                       3
<PAGE>

Guarantor's right of contribution shall be subject to the terms and conditions
of Section 5 hereof. The provisions of this Section shall in no respect limit
the obligations and liabilities of any Guarantor to the Administrative Agent and
the Lenders, and each Guarantor shall remain liable to the Administrative Agent
and the Lenders for the full amount guaranteed by such Guarantor hereunder.

      4. Right of Setoff. (a) Each of AOL and Historic TW hereby authorizes each
Lender at any time and from time to time when any amounts owed by either one or
both of the Designated Borrowers under the Credit Agreement are due and payable
and have not been paid (taking into account any applicable grace periods), to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final), at any time held and
other indebtedness at any time owing by such Lender to or for the credit or the
account of either AOL or Historic TW (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 AOL or Historic
TW, as applicable, 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 AOL and/or Historic TW, as
the case may be, 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) Time Warner hereby authorizes each Lender at any time and from time to
time when any amounts owed by TWFI under the Credit Agreement are due and
payable and have not been paid (taking into account any applicable grace
periods), to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final), at any
time held and other indebtedness at any time owing by such Lender to or for the
credit or the account of Time Warner (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 Time Warner 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 Time Warner 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.

      (c) Each of TBS and TWCI hereby authorizes each Lender at any time and
from time to time when any amounts owed by Historic TW under this Guarantee are
due and payable and have not been paid (taking into account any applicable grace
periods), to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final), at any
time held and other indebtedness at any time owing by such Lender to or for the
credit or the account of either TBS or TWCI (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 TBS or TWCI, as
applicable, 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 TBS

                                       4
<PAGE>

and/or TWCI, as the case may be, 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.

      5. 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 either one or both of the
Designated Borrowers 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 or the Historic TW Obligations, nor shall any Guarantor seek or be
entitled to seek any contribution or reimbursement from either one or both of
the Designated Borrowers 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.

      6. 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 and any of the Historic TW Obligations made by the Administrative
Agent or any Lender may be rescinded by the Administrative Agent or such Lender,
and any of the Obligations and any of the Historic TW Obligations continued, (b)
the Obligations and/or the Historic TW 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 and/or the
Historic TW 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.

      7. Guarantee Absolute and Unconditional. Each Guarantor waives any and all
notice of the creation, renewal, extension or accrual of any of the Obligations
and/or any of the Historic TW 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

                                       5
<PAGE>

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 Designated Borrowers or any of the Guarantors,
on the one hand, and the Administrative Agent and the Lenders, on the other,
shall likewise be conclusively presumed to have been had or consummated in
reliance upon this Guarantee. Each Guarantor waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon
either one or both of the Designated Borrowers or any Guarantor with respect to
the Obligations or the Historic TW 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 the Historic
TW 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 Designated 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 Designated Borrowers or any Guarantor) which constitutes, or
might be construed to constitute, an equitable or legal discharge of either one
or both of the Designated Borrowers from the Obligations or of Historic TW from
the Historic TW 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 either Designated Borrower, any other Guarantor or any other Person
or against any collateral security or guarantee for the Obligations or the
Historic TW 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 either
Designated Borrower, any such other Guarantor or any such other Person or to
realize upon any such collateral security or guarantee or to exercise any such
right of offset, or any release of either Designated Borrower, any such other
Guarantor or any such other Person or of any such collateral security, guarantee
or right of offset, shall not relieve any Guarantor of any liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied
or available as a matter of law, of the Administrative Agent or any Lender
against any Guarantor. For the purposes hereof "demand" shall include the
commencement and continuance of any legal proceedings.

      8. 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 or any of the Historic TW 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 Designated Borrowers or Historic TW 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 Designated Borrowers
or Historic TW or any substantial part of either Designated Borrower's or
Historic TW's property, or otherwise, all as though such payments had not been
made.

      9. Payments. Each Guarantor hereby agrees that payments hereunder will be
paid to the Administrative Agent without setoff or counterclaim in the
applicable Currency at the office of

                                       6
<PAGE>

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.

      10. 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 Amendment 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 a certain Borrower thereunder 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.

      11. 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.

      12. 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.

      13. 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.

      14. 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.

                                       7
<PAGE>

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

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

      17. 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.

      18. 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.

      19. 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.

      20. 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.

      21. Acknowledgements.

      Each Guarantor hereby acknowledges that:

                                       8
<PAGE>

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

      (b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to any Guarantor arising out of or in connection with
this Guarantee or any other Credit Document, and the relationship between any or
all of the Guarantors, on the one hand, and the Administrative Agent and
Lenders, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor; and

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

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

      23. 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 12 of this Guarantee. Nothing in this
Guarantee will affect the right of any party to this Guarantee to serve process
in any other manner permitted by law.

      24. 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.

                                       9
<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 INC.

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    AMERICA ONLINE, INC.

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    HISTORIC TW INC.

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    TURNER BROADCASTING SYSTEM, INC.

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

                                    TIME WARNER COMPANIES, INC.

                                    By:
                                        ----------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                                                      Schedule I
                                                                    to Guarantee

                               Address for Notices

TIME WARNER INC.
One Time Warner Center
New York, NY  10019
Attention:  Chief Financial Officer
Facsimile No. 212-484-7175
Attention:  General Counsel
Facsimile No. 212-484-7167

AMERICA ONLINE, INC.
2200 AOL Way
Dulles, VA  20166
Attention:  Chief Financial Officer
Facsimile No. 703-265-6481
Attention:  General Counsel
Facsimile No. 703-265-3992

HISTORIC TW INC.
One Time Warner Center
New York, NY 10019
Attention:  Treasurer
Facsimile No. 212-484-7151
Attention:  General Counsel
Facsimile No. 212-484-7167

TURNER BROADCASTING SYSTEM, INC.

1 CNN Center
Atlanta, GA  30348
Attention:  Chief Financial Officer
Facsimile No. 404-827-4069
Attention:  General Counsel
Facsimile No. 404-827-2381

TIME WARNER COMPANIES, INC.
One Time Warner Center
New York, NY 10019
Attention:  Treasurer
Facsimile No. 212-484-7151
Attention:  General Counsel
Facsimile No. 212-484-7167

</TEXT>
</DOCUMENT>
