TIME WARNER INC
EX-10.50 $7.0 BILLION AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>4
<FILENAME>g99294exv10w50.txt
<DESCRIPTION>EX-10.50 $7.0 BILLION AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.50

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

                     AMENDED AND RESTATED CREDIT AGREEMENT

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

                               February 17, 2006

                                     among

                                TIME WARNER INC.

                                      and

                   TIME WARNER INTERNATIONAL FINANCE LIMITED,
                                 as Borrowers,

                           The Lenders Party Hereto,

                                CITIBANK, N.A.,
                            as Administrative Agent,

                     BANK OF AMERICA, N.A. and BNP PARIBAS,
                           as Co-Syndication Agents,

                                      and

           THE BANK OF TOKYO-MITSUBISHI UFJ LTD. NEW YORK BRANCH and
                       DEUTSCHE BANK AG NEW YORK BRANCH,
                           as Co-Documentation Agents

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

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

                 CITIGROUP GLOBAL MARKETS INC. AND BNP PARIBAS,
                  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..................    23
   SECTION 1.03. Terms Generally.........................................    23
   SECTION 1.04. Accounting Terms; GAAP..................................    24

ARTICLE II The Credits...................................................    24
   SECTION 2.01. Commitments.............................................    24
   SECTION 2.02. Loans and Borrowings....................................    25
   SECTION 2.03. Requests for Revolving Borrowings.......................    26
   SECTION 2.04. Swingline Loans.........................................    27
   SECTION 2.05. Letters of Credit.......................................    28
   SECTION 2.06. Funding of Borrowings...................................    32
   SECTION 2.07. Interest Elections......................................    32
   SECTION 2.08. Termination and Reduction of Commitments................    34
   SECTION 2.09. Repayment of Loans; Evidence of Debt....................    34
   SECTION 2.10. Prepayment of Loans.....................................    35
   SECTION 2.11. Fees....................................................    35
   SECTION 2.12. Interest................................................    37
   SECTION 2.13. Alternate Rate of Interest..............................    38
   SECTION 2.14. Increased Costs.........................................    38
   SECTION 2.15. Break Funding Payments..................................    39
   SECTION 2.16. Taxes...................................................    40
   SECTION 2.17. Payments Generally; Pro Rata Treatment; Sharing of
                 Setoffs.................................................    41
   SECTION 2.18. Mitigation Obligations; Replacement of Lenders..........    43
   SECTION 2.19. Prepayments Required Due to Currency Fluctuation........    44
   SECTION 2.20. Adoption of the Euro....................................    44

ARTICLE III Representations and Warranties...............................    45
   SECTION 3.01. Organization; Powers....................................    45
   SECTION 3.02. Authorization; Enforceability...........................    45
   SECTION 3.03. Governmental Approvals; No Conflicts....................    45
   SECTION 3.04. Financial Condition; No Material Adverse Change.........    45
   SECTION 3.05. Properties..............................................    46
   SECTION 3.06. Litigation and Environmental Matters....................    46
   SECTION 3.07. Compliance with Laws and Agreements.....................    46
   SECTION 3.08. Government Regulation...................................    47
   SECTION 3.09. Taxes...................................................    47
   SECTION 3.10. ERISA...................................................    47
   SECTION 3.11. Disclosure..............................................    47
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                          <C>
   ARTICLE IV Conditions.................................................    47
   SECTION 4.01. Amendment Effective Date................................    47
   SECTION 4.02. Each Credit Event.......................................    48

ARTICLE V Affirmative Covenants..........................................    49
   SECTION 5.01. Financial Statements and Other Information..............    49
   SECTION 5.02. Notices of Material Events..............................    51
   SECTION 5.03. Existence; Conduct of Business..........................    52
   SECTION 5.04. Payment of Obligations..................................    52
   SECTION 5.05. Maintenance of Properties; Insurance....................    52
   SECTION 5.06. Books and Records; Inspection Rights....................    52
   SECTION 5.07. Compliance with Laws....................................    52
   SECTION 5.08. Use of Proceeds.........................................    52
   SECTION 5.09. Fiscal Periods; Accounting..............................    53

ARTICLE VI Negative Covenants............................................    53
   SECTION 6.01. Financial Covenants.....................................    53
   SECTION 6.02. Indebtedness............................................    53
   SECTION 6.03. Liens...................................................    54
   SECTION 6.04. Mergers, Etc............................................    55
   SECTION 6.05. Investments.............................................    55
   SECTION 6.06. Restricted Payments.....................................    55
   SECTION 6.07. Transactions with Affiliates............................    56
   SECTION 6.08. Unrestricted Subsidiaries...............................    56

ARTICLE VII Events of Default............................................    56

ARTICLE VIII The Agents..................................................    59

ARTICLE IX Miscellaneous.................................................    62
   SECTION 9.01. Notices.................................................    62
   SECTION 9.02. Waivers; Amendments.....................................    63
   SECTION 9.03. Expenses; Indemnity; Damage Waiver......................    64
   SECTION 9.04. Successors and Assigns..................................    65
   SECTION 9.05. Survival................................................    68
   SECTION 9.06. Counterparts; Integration; Effectiveness................    68
   SECTION 9.07. Severability............................................    68
   SECTION 9.08. Right of Setoff.........................................    68
   SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
                 Process.................................................    69
   SECTION 9.10. WAIVER OF JURY TRIAL....................................    69
   SECTION 9.11. Headings................................................    69
   SECTION 9.12. Confidentiality.........................................    69
   SECTION 9.13. Acknowledgements........................................    70
   SECTION 9.14. Judgment Currency.......................................    70
   SECTION 9.15. USA Patriot Act.........................................    71
</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 February 17, 2006, among TIME
WARNER INC., a Delaware corporation ("Time Warner"), and TIME WARNER
INTERNATIONAL FINANCE LIMITED, a company organized under the laws of the United
Kingdom ("TWIFL"), the several banks and other financial institutions from time
to time parties to this Agreement (the "Lenders"), BANK OF AMERICA, N.A. and BNP
PARIBAS, as co-syndication agents (in such capacity, the "Co-Syndication
Agents"), THE BANK OF TOKYO-MITSUBISHI UFJ LTD. NEW YORK BRANCH and DEUTSCHE
BANK AG NEW YORK BRANCH, as co-documentation agents (in such capacity, the
"Co-Documentation Agents") and CITIBANK, N.A., as administrative agent.

                                   WITNESSETH:

          WHEREAS, Time Warner, Time Warner Finance Ireland ("TWFI"), the
lenders party thereto, the co-syndication agents and co-documentation agents
named therein and JPMorgan Chase Bank, N.A., as administrative agent, are
parties to a Five-Year Credit Agreement, dated as of July 8, 2002, and amended
and restated as of June 30, 2004 (the "Existing Five-Year Credit Agreement");

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

          WHEREAS, Time Warner has requested that TWFI no longer be a Borrower
under this Agreement following such amendment and restatement and that TWIFL be
substituted as a Borrower in place of TWFI;

          WHEREAS, the Borrowers have requested the Lenders to make loans and
other extensions of credit to them in an aggregate amount at any time
outstanding 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.

<PAGE>

          "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 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 Citibank, N.A., 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 February 17, 2006.

          "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

<PAGE>

caption "Facility Fee Rate" based upon the senior unsecured long-term debt
credit rating (or an equivalent thereof) 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:

<PAGE>

<TABLE>
<CAPTION>
                        LOAN (OTHER THAN
       RATINGS             ABR LOANS)      FACILITY FEE
    S&P / MOODY'S            SPREAD            RATE
---------------------   ----------------   ------------
<S>                     <C>                <C>
     Category A
       A / A2                  9.0              6.0

     Category B
       A- / A3                18.0              7.0

     Category C
     BBB+ / Baa1              27.0              8.0

     Category D
     BBB / Baa2               35.0             10.0

     Category E
     BBB- / Baa3              50.0             15.0

     Category F
Lower than BBB- /Baa3         70.0             20.0
</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.

<PAGE>

          "Arrangers" means Citigroup Global Markets Inc. and BNP Paribas.

          "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 TWIFL.

          "Borrower Materials" has the meaning set forth in Section 5.01.

          "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

<PAGE>

Person's equity, whether outstanding on the date hereof or hereafter issued, and
any and all equivalent ownership interests in a Person (other than a
corporation) and any and all rights, warrants or options to purchase or acquire
or exchangeable for or convertible into such shares, partnership interests or
other equivalents.

          "Cash Equivalents" means (a) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) that (i) have maturities of not more than six months from
the date of acquisition thereof or (ii) are subject to a repurchase agreement
with an institution described in clause (b)(i) or (ii) below exercisable within
six months from the date of acquisition thereof, (b) U.S. Dollar-denominated and
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

<PAGE>

(b) persons who are directors of Time Warner as of the date hereof or persons
designated or 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

<PAGE>

Agreement with respect to its Conduit Lender, and provided, further, that no
Conduit Lender shall (a) be entitled to receive any greater amount pursuant to
Section 2.14, 2.15, 2.16 or 9.03 than the designating Lender would have been
entitled to receive in respect of the Loans made by such Conduit Lender or (b)
be deemed to have any Commitment. The making of a Loan by a Conduit Lender
hereunder shall utilize the Commitment of a designating Lender to the same
extent, and as if, such Loan were made by such designating Lender.

          "Consolidated EBITDA" means, for any period, Consolidated Net Income
of 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), (f) minority interest expense in respect of
preferred stock of Subsidiaries of Time Warner, and (g) non-cash expenses in
respect of stock options and minus, to the extent included in the statement of
such Consolidated Net Income for such period, the sum of (a) interest income and
(b) any extraordinary, unusual or non-recurring income or gains (including,
whether or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of
the ordinary course of business), all as determined on a consolidated basis.

          "Consolidated Leverage Ratio" means, as at the last day of any period,
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 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.

<PAGE>

          "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.

          "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

<PAGE>

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.

          "Eligible Assignee" means any financial institution whose home office
is domiciled in a country that is a member of the Organization for Economic
Cooperation and Development and having capital and surplus in excess of
$500,000,000.

          "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 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

<PAGE>

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 such 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 upon by the Administrative Agent and Time Warner or, in the absence of
such agreement, such

<PAGE>

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, any
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.

          "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, 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

<PAGE>

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 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

<PAGE>

party to the Guarantee after the Amendment Effective Date, and (b) with respect
to the Obligations of TWIFL, 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 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.

<PAGE>

          "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 any Lender or Affiliate of any Lender designated
by Time Warner that agrees to be an Issuing Bank hereunder and any other bank
reasonably acceptable to the Required Lenders and designated as an Issuing Bank
by Time Warner, in its capacity as an issuer of Letters of Credit hereunder;
provided that TWIFL 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

<PAGE>

and delivery of a supplemental signature page to this Agreement. Initially, BNP
Paribas, ABN AMRO Bank N.V., Wachovia Bank, National Association and Bank of
America, N.A. shall be the Issuing Banks.

          "ISP" means, with respect to any Letter of Credit, the "International
Standby Practices 1998" published by the Institute of International Banking Law
& Practice (or such later version thereof as may be in effect at the time of
issuance).

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

          "LC Exposure" means, at any time, the sum of (a) the maximum 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.
For all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be
deemed to be "outstanding" in the amount so remaining available to be drawn.

          "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 Lenders.

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

          "LIBO Rate" means, with respect to any Eurocurrency Borrowing
denominated in Pounds, Euros or Dollars for any Interest Period, the rate per
annum equal to the British Bankers Association LIBOR Rate (the "BBA LIBOR"), as
published by Reuters (or any other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time for purposes of providing quotations of interest rates applicable to Pound,
Euro 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, Euro or Dollar deposits, as
applicable, 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

<PAGE>

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.

          "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:

<PAGE>

          (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.

          "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.

<PAGE>

          "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.

          "Platform" has the meaning set forth in Section 5.01.

          "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 the applicable page of the Reuters 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 a 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.

          "Public Lender" has the meaning set forth in Section 5.01.

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

          "Reference Banks" means Citibank, N.A., BNP Paribas, Bank of America,
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.

<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; provided that all references to the Restricted Subsidiaries
with respect to any representation, warranty, covenant or agreement of TWIFL
herein shall mean only those Restricted Subsidiaries that are Subsidiaries of
TWIFL.

          "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.

<PAGE>

          "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 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 each of Citibank, N.A. and BNP Paribas (or
any other Lender selected by Time Warner with such Lender's consent), in its
capacity as a lender of Swingline Loans hereunder.

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

          "Swingline Percentage" means 50% with respect to each Swingline Lender
(as such percentage may be modified from time to time with the written consent
of Time Warner and each existing Swingline Lender).

          "Swingline Sublimit" means $250,000,000.

          "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.

<PAGE>

          "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 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.

          "TWIFL" 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.

<PAGE>

          "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).

          "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 Citibank, N.A., Bank of America, N.A.,
BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ Ltd. New York Branch and Deutsche
Bank AG New York Branch 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,"

<PAGE>

and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, and Exhibits and Schedules to, this Agreement and
(e) the words "asset" and "property" shall, except where the context dictates
otherwise, be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

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

<PAGE>

          (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 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;

<PAGE>

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 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;

<PAGE>

          (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.

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, each 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 the Swingline Sublimit, (ii) the
aggregate principal amount of outstanding Swingline Loans made by such Swingline
Lender will not exceed its Swingline Percentage of the Swingline Sublimit at
such time, and (iii) the sum of the total Revolving Credit Exposures will not
exceed the sum total of the Commitments; provided that no Swingline Lender shall
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 Lenders of any
such notice received from a Borrower. Each Swingline Lender shall make its
Swingline Percentage of 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 such Swingline Lender by 4:00 p.m.,
Local Time, on the requested date of such Swingline Loan.

          (c) A 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
made by such Swingline Lender then outstanding. Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will participate. Promptly
upon

<PAGE>

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 such 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 applicable Swingline 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 a 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 applicable 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 Lenders 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,

<PAGE>

amendment, renewal or extension and no later than 12:00 noon Local Time one
Business Day prior to such date) a notice (with a copy to the Administrative
Agent if not the Issuing Bank) 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.

          (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

<PAGE>

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.

          (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

<PAGE>

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 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 an Issuing Bank. Any Issuing Bank may be replaced
at any time by written agreement among Time Warner, the replaced Issuing Bank
and the successor Issuing Bank or pursuant to Article VIII. 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

<PAGE>

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).(1)

               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.

          (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

----------
(1)  Discuss whether any LCs are outstanding.

<PAGE>

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 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

<PAGE>

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 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, whether such Loan is a Revolving Loan or a Swingline Loan and the
Interest Period applicable thereto, (ii) the

<PAGE>

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 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 Lenders of the contents thereof. Each partial prepayment of
any Revolving Borrowing shall be in an amount that would be permitted in the
case of an advance of a Revolving Borrowing of the same Type as provided in
Section 2.02. Each prepayment of a Revolving Borrowing 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

<PAGE>

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 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.

<PAGE>

               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 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.

<PAGE>

               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 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 any Issuing Bank; or

          (ii) impose on any Lender or any 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 such 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 such Issuing Bank hereunder (whether of principal, interest or
otherwise), then the applicable Borrower will pay to such Lender or such Issuing
Bank, as the case may be, such additional amount or amounts as will compensate
such Lender or such Issuing

<PAGE>

Bank, as the case may be, for such additional costs actually incurred or
reduction actually suffered.

          (b) If any Lender or any 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 such Issuing Bank's capital or on the capital
of such Lender's or such 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 such Issuing
Bank, to a level below that which such Lender or such Issuing Bank or such
Lender's or such Issuing Bank's holding company could have achieved but for such
Change in Law (taking into consideration such Lender's or such Issuing Bank's
policies and the policies of such Lender's or such Issuing Bank's holding
company with respect to capital adequacy), then from time to time the applicable
Borrowers will pay to such Lender or such Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such 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 an Issuing Bank setting forth in
reasonable detail the amount or amounts necessary to compensate such Lender or
such 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 such 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 an Issuing Bank to
demand compensation pursuant to this Section shall not constitute a waiver of
such Lender's or such Issuing Bank's right to demand such compensation; provided
that the applicable Borrowers shall not be required to compensate a Lender or an
Issuing Bank pursuant to this Section for any increased costs or reductions
unless a Lender or an 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 such Lender or such 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 such 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 such 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 any 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

<PAGE>

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 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, such
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, such 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 an Issuing Bank on its
own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

<PAGE>

          (c) If a Lender or the Administrative Agent or an 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 such 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 such 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 such Issuing Bank in the event such Lender or the
Administrative Agent or such 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.

          (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

<PAGE>

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, 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.

<PAGE>

          (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 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, each Swingline Lender and the Issuing Banks), 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

<PAGE>

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 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.

<PAGE>

                                  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; 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 audited consolidated balance sheet and statements of operations,
stockholders equity and cash flows (including the notes thereto) of Time Warner
and its consolidated Subsidiaries as of and for the fiscal year ended December
31, 2004, 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, 2004
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.

<PAGE>

          (b) The unaudited consolidated balance sheet and statements of
operations, stockholders equity and cash flows of Time Warner and its
consolidated Subsidiaries as of and for the nine-month period ended September
30, 2005, 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, 2004 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, subject to normal year-end adjustments and
the absence of footnotes.

          (c) Since December 31, 2004, 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 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.

<PAGE>

               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, or (b) 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 (b),
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 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, 2004, 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.

                                   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
Banks to issue Letters of Credit hereunder shall not become effective until the
date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.02):

<PAGE>

          (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) Olswang, counsel to TWIFL, 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) Existing Five-Year Credit Agreement. All Indebtedness outstanding
     under the Existing Five-Year 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.

          (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.

          Without limiting the generality of the provisions of Article VIII, for
purposes of determining compliance with the conditions specified in this Section
4.01, each Lender that has signed this Agreement shall be deemed to have
accepted, and to be satisfied with, each document or other matter required under
this Section 4.01 unless the Administrative Agent shall have received notice
from such Lender prior to the proposed Amendment Effective Date specifying its
objection thereto.

               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 Banks to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

          (a) The representations and warranties of 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.

<PAGE>

          (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
     (including the fiscal year ending December 31, 2005), 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 its consolidated Subsidiaries on a
     consolidated basis in accordance with GAAP consistently applied and (ii) in
     the case of the Adjusted Financial Statements, certified by one of 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 (x) 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 equity investments on Time Warner's financial
     statements) on a combined basis would not have constituted a Material
     Subsidiary for such fiscal year and (y) in no case shall the Borrower be
     required to deliver any financial statements of any Guarantor to any
     Lender;

          (b) within 60 days after the end of each of the first three fiscal
     quarters of each fiscal year of Time Warner, its unaudited consolidated
     balance sheet and related

<PAGE>

     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 adjustments and the
     absence of footnotes; provided that (x) 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 and (y) in no case shall the Borrower be
     required to deliver any financial statements of any Guarantor to any
     Lender;

          (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 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

<PAGE>

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.

          The Borrowers hereby acknowledge that (a) the Administrative Agent
will make available to the Lenders and the Issuing Banks materials and/or
information provided by or on behalf of the Borrowers hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another
similar secure electronic system (the "Platform") and (b) certain of the Lenders
may be "public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to the Borrowers or their securities) (each,
a "Public Lender"). The Borrowers hereby agree that so long as the Borrowers or
any of their Affiliates thereof is the issuer of any outstanding debt or equity
securities that are registered or issued pursuant to a private offering or is
actively contemplating issuing any such securities (i) the Borrowers shall act
in good faith to ensure that all Borrower Materials that contain only publically
available information regarding the Borrowers and their business are clearly and
conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word
"PUBLIC" shall appear prominently on the first page thereof; (ii) by marking
Borrower Materials "PUBLIC," the Borrowers shall be deemed to have authorized
the Administrative Agent, the Issuing Banks and the Lenders to treat such
Borrower Materials as containing only public information with respect to the
Borrowers and their business; (iii) all Borrower Materials marked "PUBLIC" are
permitted to be made available through a portion of the Platform designated
"Public Investor;" and (iv) the Administrative Agent shall be responsible for
keeping any Borrower Materials that are not marked "PUBLIC" outside the portion
of the Platform designated "Public Investor." Notwithstanding the foregoing, the
Borrowers shall be under no obligation to mark any Borrower Materials "PUBLIC."

               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.

<PAGE>

               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 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 for working capital needs and other general corporate purposes of Time
Warner and its Subsidiaries, including the repayment of indebtedness of existing
and future Subsidiaries of any of the Borrowers, repurchases of the Capital
Stock of Time Warner or any of its Subsidiaries, and for commercial paper
backup. No part of the proceeds of any Loan will be used, whether

<PAGE>

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 COVENANTS

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

          SECTION 6.01. Consolidated Leverage Ratio. 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 December 31, 2005) will not
exceed 4.50 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 $2,500,000,000 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

<PAGE>

     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;

          (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;

<PAGE>

          (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).

               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) Time Warner shall not merge into or
consolidate with such other Person, unless Time Warner shall survive such
consolidation or merger, (ii) TWIFL shall not merge into or consolidate with
such other Person, unless TWIFL or Time Warner shall survive such consolidation
or merger and (iii) a Borrower shall not liquidate or dissolve (except that
TWIFL may liquidate or dissolve into Time Warner) or permit any Guarantor to
liquidate or dissolve except into a 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

<PAGE>

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 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;

<PAGE>

          (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;

          (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

<PAGE>

     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;

          (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

<PAGE>

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 under the other Credit Documents shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
Borrowers (or such other Person as may be lawfully entitled thereto).

                                  ARTICLE VIII

                                   THE AGENTS

          Each of the Lenders hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise 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, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any
Company or Affiliate thereof as if it were not an Agent hereunder and without
any duty to account therefor to the Lenders.

          The Administrative Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Credit Documents.
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 or by the other Credit Documents 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 and in the other Credit Documents, 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 or any of its Affiliates that
is communicated to or obtained by the bank serving as Administrative Agent or
any of its Affiliates in any capacity. The Administrative

<PAGE>

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 as the Administrative Agent shall believe in good
faith shall be necessary, under the circumstances as provided in Article VII and
Section 9.02) 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 or an Issuing Bank, 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
Documents or the occurrence of any Default, (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 (including any electronic
message) believed by it to be genuine and to have been signed, sent or otherwise
authenticated by a proper Person. An initial list of the proper Persons with
respect to the Borrowers appears on Schedule 8. Schedule 8 shall not be altered
except in writing by a Person appearing thereon (or by a successor to such
Person occupying the equivalent office). The Administrative Agent also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying thereon
so long as such statement, in the case of a Borrowing Request, complies with the
requirements of Section 2.03 in all material respects (it being understood that
oral notices of borrowing will be confirmed in writing by such Borrower in
accordance with Section 2.03). In determining compliance with any condition
hereunder to the making of a Loan, or the issuance of a Letter of Credit, that
by its terms must be fulfilled to the satisfaction of a Lender or an Issuing
Bank, the Administrative Agent may presume that such condition is satisfactory
to such Lender or such Issuing Bank unless the Administrative Agent shall have
received notice to the contrary from such Lender or such Issuing Bank prior to
the making of such Loan or the issuance of such Letter of Credit. 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 hereunder or under any other Credit Document 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.

<PAGE>

          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 (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder or under the other Credit Documents. 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; provided that the predecessor Administrative Agent shall pay the
unearned portion of any fees paid in advance to either the successor
Administrative Agent or the Borrowers. 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.

          Any resignation by Citibank, N.A. as Administrative Agent pursuant to
this Article VIII shall also constitute its resignation as a Swingline Lender.
Upon the acceptance of a successor's appointment as a Swingline Lender the
retiring Swingline Lender shall be discharged from all of its duties and
obligations hereunder or under the other Credit Documents.

          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 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 paragraph shall
survive the payment of the Loans and all other amounts payable hereunder.

<PAGE>

          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(a). 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:

          (i) if to Time Warner, to it at One Time Warner Center, New York, NY
          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);

          (ii) if to TWIFL, to it at Time Warner House, 44 Great Marlborough
          Street, London, W1F 7JL, Attention of Tracey Mundy (Facsimile No.
          44-020-7437-4497), with copies to Time Warner as specified above;

          (iii) if to the Administrative Agent, to Citibank, N.A., Two Penns
          Way, New Castle, DE 19720, Attention of Bank Loan Syndications
          (Facsimile No. (212) 994-1410), with a copy to (i) Citibank, N.A., 388
          Greenwich Street, New York, NY 10013, Attention of Julio Ojea Quintana
          (Facsimile No. (646) 291-1783); (ii) in the case of a Eurocurrency
          Borrowing, Citibank, N.A., London Branch, Citigroup Centre, Canary
          Wharf, London E14 5LB, Attention of Loan Agency (Facsimile No.
          44-20-8636-3824); and (iii) in the case of a Yen Loan, Citibank, N.A.,
          Tokyo Branch, Akasaka Park Building 5F, 2-20 Akasaka 5-chome,
          Minatoku, Tokyo 107-6105, Attention of Agency, Corporate Finance
          (Facsimile No. 813-3560-9391);

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

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

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

<PAGE>

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.

          (b) THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event
shall the Administrative Agent or any of its Related Parties (collectively, the
"Agent Parties") have any liability to the Borrowers, any Lender, any Issuing
Bank or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrowers'
or the Administrative Agent's transmission of Borrower Materials through the
Platform, except to the extent that such losses, claims, damages, liabilities or
expenses are determined by a court of competent jurisdiction by a final and
nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Agent Party; provided, however, that (i) nothing in this
clause (b) shall modify the Agent Parties' respective obligations pursuant to
Section 9.12, and (ii) in no event shall any Agent Party have any liability to
any Lender or any Issuing Bank for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

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

<PAGE>

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, any Issuing Bank or any Swingline Lender hereunder
without the prior written consent of the Administrative Agent, the Issuing Banks
or the Swingline Lenders, as the case may be. It is understood and agreed that
the Borrower shall be permitted to cause additional Affiliates to, directly or
indirectly, guarantee Obligations of the Borrower without the consent of any
Lender or the Administrative Agent.

               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 Banks or the Lenders,
including the reasonable fees, charges and disbursements of any counsel for the
Agents, the Issuing Banks 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 Banks 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

<PAGE>

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, an Issuing Bank or a
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, such
Issuing Bank or such Swingline Lender in its capacity as such.

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

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

               SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an 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 an 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 Banks 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
Eligible 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 (x) each Swingline Lender (but only in the case of an assignment of all or a
portion of a Commitment in respect of Swingline Exposure) or (y) each Issuing
Bank that has issued Letters of Credit hereunder having an aggregate face amount
in excess of $15,000,000 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

<PAGE>

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 $2,500, 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 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 Banks 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

<PAGE>

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 Lenders, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrowers, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Any agreement or instrument pursuant to which
a Lender sells such a participation shall provide that such Lender shall retain
the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that affects such Participant.
Subject to paragraph (f) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 to
the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section.

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

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

          (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.

<PAGE>

               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 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.

<PAGE>

               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 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

<PAGE>

Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority (including any self-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 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

<PAGE>

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 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.

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


                                        TIME WARNER INTERNATIONAL FINANCE
                                        LIMITED


                                        By /s/ Stephen Kapner
                                           -------------------------------------
                                        Name: Stephen Kapner
                                        Title: Director


                                        By /s/ Janet Stewart
                                           -------------------------------------
                                        Name: Janet Stewart
                                        Title: Director

                                Time Warner Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                        CITIBANK, N.A.,
                                        as Administrative Agent and as a Lender,


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


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


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


                                        By /s/ Todd Rodgers
                                           -------------------------------------
                                        Name: Todd Rodgers
                                        Title: Vice President


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


                                        By /s/ Thomas J. Kane
                                           -------------------------------------
                                        Name: Thomas J. Kane
                                        Title: Senior Vice President


                                        DEUTSCHE BANK AG NEW YORK BRANCH,
                                        as Co-Documentation Agent and as a
                                        Lender,


                                        By /s/ Yvonne Preil
                                           -------------------------------------
                                        Name: Yvonne Preil
                                        Title: Vice President


                                        By /s/ Andreas Neumeier
                                           -------------------------------------
                                        Name: Andreas Neumeier
                                        Title: Director

                                Time Warner Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                        THE BANK OF TOKYO-MITSUBISHI UFJ LTD.
                                        NEW YORK BRANCH,
                                        as Co-Documentation Agent and as a
                                        Lender,


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

<PAGE>

                                        ABN AMRO Bank N.V.


                                        By /s/ Frances O'R. Logan
                                           -------------------------------------
                                        Name: Frances O'R. Logan
                                        Title: Managing Director


                                        By /s/ Shilpa Parandekar
                                           -------------------------------------
                                        Name: Shilpa Parandekar
                                        Title: Vice President

                                Time Warner Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                        AUSTRALIA AND NEW ZEALAND BANKING
                                        GROUP LIMITED,


                                        By /s/ John W. Wade
                                           -------------------------------------
                                        Name: John W. Wade
                                        Title: Direcor

<PAGE>

                                        BANK OF MONTREAL


                                        By /s/ Naghmeh Hashemifard
                                           -------------------------------------
                                        Name: Naghmeh Hashemifard
                                        Title: Vice President

<PAGE>

                                        BARCLAYS BANK PLC,


                                        By /s/ Alison A. McGuigan
                                           -------------------------------------
                                        Name: Alison A. McGuigan
                                        Title: Associate Director

<PAGE>

                                        BEAR STEARNS CORPORATE LENDING INC.
                                        as a Lender


                                        By /s/ Victor Bulzacchelli
                                           -------------------------------------
                                        Name: Victor Bulzacchelli
                                        Title: Vice President

<PAGE>

                                        CALYON NEW YORK BRANCH


                                        By /s/ Douglas Roper
                                           -------------------------------------
                                        Name: Douglas Roper
                                        Title: Managing Director


                                        CALYON NEW YORK BRANCH


                                        By /s/ John McCloskey
                                           -------------------------------------
                                        Name: John McCloskey
                                        Title: Director

<PAGE>

                                        CREDIT SUISSE, CAYMAN ISLANDS
                                        BRANCH, as a Lender


                                        By /s/ Doreen Barr
                                           -------------------------------------
                                        Name: Doreen Barr
                                        Title: Vice President


                                        By /s/ James Neira
                                           -------------------------------------
                                        Name: James Neira
                                        Title: Associate

<PAGE>

                                        DRESDNER BANK AG, NEW YORK & GRAND
                                        CAYMAN BRANCHES,


                                        By /s/ Brian Haughney
                                           -------------------------------------
                                        Name: Brian Haughney
                                        Title: Director


                                        By /s/ Mark McGuigan
                                           -------------------------------------
                                        Name: Mark McGuigan
                                        Title: Vice President

<PAGE>

                                        Fortis Capital Corporation


                                        By /s/ Barbara E. Nash
                                           -------------------------------------
                                        Name: Barbara E. Nash
                                        Title: Managing Director & Group Head


                                        By /s/ Rachel Lanava
                                           -------------------------------------
                                        Name: Rachel Lanava
                                        Title: Vice President

<PAGE>

                                        GOLDMAN SACHS CREDIT PARTNERS L.P.


                                        By /s/ William W. Archer
                                           -------------------------------------
                                        Name: William W. Archer
                                        Title: Managing Director

<PAGE>

                                        HSBC BANK USA, N.A.


                                        By /s/ Darren Pinsker
                                           -------------------------------------
                                        Name: Darren Pinsker
                                        Title: Senior Vice President

<PAGE>

                                        JPMorgan Chase Bank, N.A.

                                        ----------------------------------------
                                        (NAME OF LENDER)


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

<PAGE>

                                        LEHMAN COMMERCIAL PAPER INC.


                                        By /s/ Janine M. Shugan
                                           -------------------------------------
                                        Name: Janine M. Shugan
                                        Title: Authorized Signatory

<PAGE>

                                        Lloyds TSB Bank, plc


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


                                        Lloyds TSB Bank, plc


                                        By /s/ Andrew Roberts
                                           -------------------------------------
                                        Name: Andrew Roberts
                                        Title: Vice President, Corporate
                                               Banking, USA

<PAGE>

                                        MERRILL LYNCH BANK USA,


                                        By /s/ Louis Alder
                                           -------------------------------------
                                        Name: Louis Alder
                                        Title: Director

<PAGE>

                                        Morgan Stanley Bank


                                        By /s/ Eugene F. Martin
                                           -------------------------------------
                                        Name: Eugene F. Martin
                                        Title: Vice President
                                               Morgan Stanley Bank

<PAGE>

                                        MELLON BANK, N.A.


                                        By /s/ Laurie G. Dunn
                                           -------------------------------------
                                        Name: Laurie G. Dunn
                                        Title: First Vice President

<PAGE>

                                        MIZUHO CORPORATE BANK, LTD.,
                                        as Managing Agent and as a Lender,


                                        By /s/ Makoto Murata
                                           -------------------------------------
                                        Name: Makoto Murata
                                        Title: Deputy General Manager

<PAGE>

                                        NATIONAL AUSTRALIA BANK LTD
                                        (NAME OF LENDER)


                                        By /s/ Eduardo Salazar
                                           -------------------------------------
                                        Name: Eduardo Salazar
                                        Title: Senior Vice President

<PAGE>

                                        Sumitomo Mitsui Banking Corporation,


                                        By /s/ Yoshihiro Hyakutome
                                           -------------------------------------
                                        Name: Yoshihiro Hyakutome
                                        Title: Joint General Manager

<PAGE>

                                        THE BANK OF NEW YORK


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

<PAGE>

                                        THE BANK OF NOVA SCOTIA,
                                        (NAME OF LENDER)


                                        By /s/ Jose B. Carlos
                                           -------------------------------------
                                        Name: Jose B. Carlos
                                        Title: Authorized Signatory

<PAGE>

                                        THE ROYAL BANK OF SCOTLAND PLC,


                                        By /s/ Eddie Dec
                                           -------------------------------------
                                        Name: Eddie Dec
                                        Title: Vice President

<PAGE>

                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By /s/ Russ Lyons
                                           -------------------------------------
                                        Name: Russ Lyons
                                        Title: Director

<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 L1,000,000 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>
Citibank, N.A.                             $     425,000,000
388 Greenwich Street, 21st Floor
New York, NY 10013
Attn: Julio Ojea Quintana
Telephone: 212-816-8497
Facsimile: 212-816-8084

BNP Paribas                                $     425,000,000
787 Seventh Avenue
New York, NY 10019
Attn: Nuala Marley
Telephone: 212-841-3096
Facsimile: 212-841-2747

Bank of America, N.A.                      $     425,000,000
2001 Clayton Road
Concord, CA 94520
Attn: Wes Oldham
Telephone: 925-675-8409
Facsimile: 888-969-2294

The Bank of Tokyo-Mitsubishi               $     425,000,000
UFJ, Ltd. New York Branch
1251 Avenue of the Americas
New York, NY 10020
Attn: Jeffrey Millar
Telephone: 212-782-4358
Facsimile: 212-782-6445
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                 <C>
Deutsche Bank AG New York Branch           $     425,000,000
60 Wall Street, 11th Floor
New York, NY 10005
Attn: Andreas Neumeier
Telephone: 212-250-8675
Facsimile: 212-797-4347

JPMorgan Chase Bank N.A.                   $     410,000,000
270 Park Avenue
New York, NY 10017
Attn: Tracey Ewing
Telephone: 212-270-8916
Facsimile: 212-279-5127

Barclays Bank PLC                          $     325,000,000
200 Park Avenue, 4th Floor
New York, NY 10166
Attn: Nicholas Bell
Telephone: 212-412-4029
Facsimile: 212-412-7600

Calyon New York Branch                     $     325,000,000
1301 Avenue of the Americas
New York, NY 10019
Attn: Veronica Incera
Telephone: 212-261-3748
Facsimile: 212-261-3288

HSBC Bank USA, N.A.                        $     325,000,000
452 Fifth Avenue, 5th floor
New York, NY 10018
Attn: Darren Pinsker
Telephone: 212-525-5399
Facsimile: 212-525-2469

The Royal Bank of Scotland plc             $     325,000,000
101 Park Avenue, 6th Floor
New York, NY 10178
Attn: Vincent Fitzgerald
Telephone: 212-401-3236
Facsimile: 212-401-3456
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                 <C>
Sumitomo Mitsui Banking Corporation        $     325,000,000
277 Park Avenue
New York, NY 10172
Attn: Steve Lau
Telephone: 212-224-4156
Facsimile: 212-224-4384

Wachovia Bank, N.A.                        $     325,000,000
201 South College Street, CP9
NC-1183, CP-09
Charlotte, NC 28288
Attn: John Brady
Telephone: 704-715-1795
Facsimile: 704-383-1625

ABN AMRO Bank N.V.                         $     250,000,000
350 Park Avenue, 2nd floor
New York, NY 10022
Attn: Shilpa Parandekar
Telephone: 212-251-3623
Facsimile: 212-251-3662

The Bank of Nova Scotia                    $     250,000,000
One Liberty Plaza, 26th Floor
New York, NY 10006
Attn: Jose Carlos
Telephone: 212-225-5349
Facsimile: 212-225-5480

Dresdner A.G.: New York and Grand Cayman   $     250,000,000
Branch
1301 Avenue of the Americas
New York, NY 10019
Attn: Brian Smith / Mark Mcguigan
Telephone: 212-895-1632 / 1674
Facsimile: 212-895-1560
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                 <C>
Mizuho Corporate Bank, Ltd.                $     250,000,000
1251 Avenue of Americas
New York, NY 10020
Attn: Daniel Guevara
Telephone: 212-282-4537
Facsimile: 212-282-4488

Bear Stearns Corporate Lending Inc.        $     150,000,000
383 Madison Avenue
8th Floor
New York, NY 10179
Attn: Evan Kaufman
with a copy to:
Randall Trombley
383 Madison Avenue
8th Floor
New York, NY 10179
Telephone: 212-272-8871
Facsimile: 212-272-9184

Credit Suisse, Cayman Islands Branch       $     150,000,000

Eleven Madison Avenue
New York, NY 10010
Attn: Doreen Barr
Telephone: 212-325-9914
Facsimile: 212-743-2737

Fortis Capital Corp.                       $     150,000,000
520 Madison Avenue, 3rd Floor
New York, NY 10022
Attn: Barbara Nash
Telephone: 212-340-5441
Facsimile: 212-340-5440
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                 <C>
Goldman Sachs Credit Partners LP           $     150,000,000
1 New York Plaza, 42nd Floor
New York, NY 10004
Attn: see email
Telephone: see email
Facsimile: 212-346-2608

Lehman Commercial Paper Inc.               $     150,000,000
745 7th Avenue, 5th Floor
New York, NY 10019
Attn: Joseph Lo
Telephone: 212-526-6560
Facsimile: 212-520-0450

Merrill Lynch Bank USA                     $     150,000,000
15 W. South Temple, Suite 300
Salt Lake City, UT 84101
Attn: Frank Stepan
Telephone: 801-526-8313
Facsimile: 801-531-7470

Morgan Stanley Bank                        $     150,000,000
2500 Lake Park Blvd.,
Suite 300 C
West Valley City, UT 84120
Attn: Erma Dell'Aquila / Edward Henley
Telephone: 718-754-7286 / 7285
Facsimile: 718-754-7249 / 7250

Lloyds TSB Bank plc                        $     100,000,000
1251 Avenue of the Americas, 39th Floor
New York, NY 10020
Attn: Windsor Davies
Telephone: 212-930-8909
Facsimile: 212-930-5098
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                 <C>
The Bank of New York                       $      90,000,000
One Wall Street, 16th Floor
New York, NY 10286
Attn: Michael Masters
Telephone: 212-635-8742
Facsimile: 212-635-8593

Bank of Montreal                           $      75,000,000
115 South LaSalle Street
Chicago, IL 60603
Attn: Naghmeh Hashemifard
Telephone: 212-605-1438
Facsimile: 212-605-1648

Mellon Bank NA                             $      75,000,000
One Mellon Bank Center
Pittsburgh, PA 15258
Attn: Laurie G Dunn
Telephone: 212-922-6225
Facsimile: 212-922-6900

National Australia Bank Ltd.               $      75,000,000
245 Park Avenue, 28th Floor
New York, NY 10167
Attn: Ed Salazar
Telephone: 212-916-9515
Facsimile: 212-983-7360

Australia and New Zealand Banking Group    $      50,000,000
Limited
1177 Avenue of the Americas,6th Floor
New York, NY 10036
Attn: Susan Ren
Telephone: 212-801-9725
Facsimile: 212-536-9227
                                           -----------------
TOTAL                                      $7,000,000,000.00
                                           =================
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

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

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

Alternative Base Rate      10:00 am New York City time on the day of the     12:00 pm New York City time one
Borrowing                  proposed Borrowing.                               (1) 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             12:00 pm London time one (1)
Rate or Euro Quoted        proposed Borrowing.                               Business Day before the
Rate Borrowing                                                               date of prepayment.
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

TIME WARNER INC.

Currency:         Dollar

Bank:             JPMorgan 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 INTERNATIONAL FINANCE LIMITED

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 International Finance Limited account number
8859 019

Currency:         Euro

Bank:             Citibank N.A., Dublin

SWIFT:            CITIIEZX

Account Name:     Time Warner International Finance Limited

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 International Finance Limited account number
8859 035

<PAGE>

                                                                   SCHEDULE 2.05

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

</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. Pleasantville Financing, Inc.
17. POG Financing, Inc.
18. Rush Hour Financing, Inc.
19. TAC Financing, Inc.
20. TBS Funding Corp.
21. WBTD Receivables Trust
22. TW Receivables, Inc.
23. Turner Arena Operations, Inc.
24. WAG Financing, Inc.
25. Bright House Networks, LLC
26. Sellers, LLC
27. Witty, LLC
28. 281 LLC
29. Conspire, LLC
30. Stormy, LLC
31. Bandy, LLC
32. Umbria, LLC
33. LIS Distribution, Inc.
34. Love and War Distribution, Inc.

<PAGE>

                                                                      SCHEDULE 8

                             LIST OF PROPER PERSONS

<TABLE>
<CAPTION>
       Name                         Title
       ----                         -----
<S>                  <C>
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
</TABLE>

----------
*    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>

                                                                       EXHIBIT A

                                     FORM OF
                            ASSIGNMENT AND ACCEPTANCE

          Reference is made to the Amended and Restated Five-Year Credit
Agreement, dated as of July 8, 2002 and amended and restated as of February 17,
2006 (as further amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among TIME WARNER INC., TIME WARNER INTERNATIONAL
FINANCE LIMITED, the Lenders party thereto, BANK OF AMERICA, N.A. and BNP
PARIBAS, as co-syndication agents (in such capacity, the "Co-Syndication
Agents"), THE BANK OF TOKYO-MITSUBISHI UFJ LTD. NEW YORK BRANCH and DEUTSCHE
BANK AG NEW YORK BRANCH, as co-documentation agents (in such capacity, the
"Co-Documentation Agents"), and CITIBANK, N.A., as administrative agent (in such
capacity, the "Administrative Agent"). Unless otherwise defined herein, terms
defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.

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

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

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

3. The Assignee (a) represents and warrants that it is legally authorized to
enter into this Assignment and Acceptance; (b) confirms that it has received a
copy of the Credit Agreement, together with copies of the financial statements
delivered pursuant to Section 3.04 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, the Administrative Agent
or any Lender and based on such documents and information as it shall deem
appropriate at the time, continue

<PAGE>

                                                                               2


to make its own credit decisions in taking or not taking action under the Credit
Agreement and other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto; (d) appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Credit Agreement and other Credit Documents
or any other instrument or document furnished pursuant hereto or thereto as are
delegated to the Administrative Agent by the terms thereof, together with such
powers as are incidental thereto; and (e) agrees that it will be bound by the
provisions of the Credit Agreement and will perform in accordance with its terms
all the obligations which by the terms of the Credit Agreement are required to
be performed by it as a Lender.

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

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

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

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

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

<PAGE>

                                   Schedule 1
                to Assignment and Acceptance with respect to the
    Amended and Restated Five-Year Credit Agreement, dated as of July 8, 2002
                and amended and restated as of February 17, 2006,
     among TIME WARNER INC., TIME WARNER INTERNATIONAL FINANCE LIMITED, the
          Lenders party thereto, BANK OF AMERICA, N.A. and BNP PARIBAS,
    as co-syndication agents, THE BANK OF TOKYO-MITSUBISHI UFJ LTD. NEW YORK
        BRANCH and DEUTSCHE BANK AG NEW YORK BRANCH, as co-documentation
   agents, and CITIBANK, N.A., as administrative agent (in such capacity, the
                             "Administrative Agent")

Name of Assignor: _____________________________

Name of Assignee: _____________________________

Effective Date of Assignment: _________________

<TABLE>
<CAPTION>
Amount of Commitments and
Revolving Credit Exposure
        Assigned            [Amount of Yen Commitments Assigned
-------------------------   -----------------------------------
<S>                         <C>
       $__________                   $______________]
</TABLE>

[Name of Assignee]                      [Name of Assignor]


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

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

CITIBANK, N.A., as                      [TIME WARNER INC.
Administrative Agent


By:                                     By:
    ---------------------------------        -----------------------------------
Title:                                  Title:
       ------------------------------          --------------------------------]

                            Assignment and Acceptance
                                Time Warner Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                                                               2


                                        [______, as Swingline Lender


                                        By:
                                            ------------------------------------
                                        Title:                                 ]
                                               --------------------------------

                                        [___________________________, as
                                        Issuing Bank


                                        By:
                                            ------------------------------------
                                        Title:                                 ]
                                               --------------------------------

                            Assignment and Acceptance
                                Time Warner Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                                                                       EXHIBIT B

                                     FORM OF
                         AMENDED AND RESTATED GUARANTEE

          AMENDED AND RESTATED GUARANTEE, dated as of July 8, 2002 and amended
and restated as of February 17, 2006, 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 CITIBANK, N.A., 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 February 17, 2006 (as further amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among TIME WARNER
INC. ("Time Warner"), TIME WARNER INTERNATIONAL FINANCE LIMITED (TWIFL"), the
Lenders, BANK OF AMERICA, N.A. and BNP PARIBAS, as co-syndication agents (in
such capacity, the "Co-Syndication Agents"), THE BANK OF TOKYO-MITSUBISHI UFJ
LTD. NEW YORK BRANCH and DEUTSCHE BANK AG NEW YORK BRANCH, as co-documentation
agents (in such capacity, the "Co-Documentation Agents") and the Administrative
Agent.

                                   WITNESSETH:

          WHEREAS, the Guarantors are party to the Guarantee, dated as of July
8, 2002, made by each Guarantor (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

<PAGE>

                                                                               4


Lenders to make their respective loans and other extensions of credit to the
Borrowers under the Credit Agreement, each Guarantor hereby agrees with the
Administrative Agent, for the ratable benefit of the Lenders, 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
     TWIFL.

          (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.

<PAGE>

                                                                               5


          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.

          (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 TWIFL when due (whether at the stated
     maturity, by acceleration or otherwise) of the Obligations of TWIFL.

          (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

<PAGE>

                                                                               6


     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 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 TWIFL 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.

<PAGE>

                                                                               7


          (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 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

<PAGE>

                                                                               8


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
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.

<PAGE>

                                                                               9


          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 the Administrative Agent as designated by
the Administrative Agent.

          10. Representations and Warranties. (a) 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).

     (b) 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

<PAGE>

                                                                              10


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.

          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.

<PAGE>

                                                                              11


          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:

          (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

<PAGE>

                                                                              12


     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.

<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:
                                               ---------------------------------

                                    Guarantee
                                Time Warner Inc.
            Amended and Restated Five-Year Revolving Credit Agreement

<PAGE>

                               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>
