AOL TIME WARNER INC
EX-10.11 TERM LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>21
<FILENAME>g81986exv10w11.txt
<DESCRIPTION>EX-10.11 TERM LOAN AGREEMENT
<TEXT>
<PAGE>

                                                                  EXHIBIT: 10.11

                                                                  Execution Copy

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

                                 $2,100,000,000

                               TERM LOAN AGREEMENT

                                   Dated as of

                                 March 31, 2003

                                      Among

                               MOTH HOLDINGS, INC.
                   (To be renamed at the time of the Closing,
                            TIME WARNER CABLE INC.),

                                  as Borrower,

                            The Lenders named herein,

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

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

          DEUTSCHE BANK SECURITIES INC. AND SALOMON SMITH BARNEY INC.,
                 as Joint Lead Arrangers and Joint Book Managers

<PAGE>

                                TABLE OF CONTENTS

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                                                                                                            PAGE
<S>                                                                                                         <C>
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.          Defined Terms.....................................................................    1
SECTION 1.02.          Classification of Loans and Borrowings............................................   18
SECTION 1.03.          Terms Generally...................................................................   18
SECTION 1.04.          Accounting Terms; GAAP............................................................   19

                                   ARTICLE II

                                    THE LOANS

SECTION 2.01.          Commitments.......................................................................   19
SECTION 2.02.          Loans.............................................................................   19
SECTION 2.03.          Notice of Borrowing...............................................................   20
SECTION 2.04.          [Intentionally left blank]........................................................   20
SECTION 2.05.          [Intentionally left blank]........................................................   20
SECTION 2.06.          Funding of Loans..................................................................   20
SECTION 2.07.          Interest Elections................................................................   21
SECTION 2.08.          [Intentionally left blank]........................................................   22
SECTION 2.09.          Repayment of Loans at Maturity; Evidence of Debt..................................   22
SECTION 2.10.          Optional Prepayments and Mandatory Repayments of Loans............................   23
SECTION 2.11.          Fees..............................................................................   24
SECTION 2.12.          Interest..........................................................................   24
SECTION 2.13.          Alternate Rate of Interest........................................................   25
SECTION 2.14.          Increased Costs...................................................................   26
SECTION 2.15.          Break Funding Payments............................................................   27
SECTION 2.16.          Taxes.............................................................................   27
SECTION 2.17.          Payments Generally; Pro Rata Treatment; Sharing of Setoffs........................   28
SECTION 2.18.          Mitigation Obligations; Replacement of Lenders....................................   30

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

SECTION 3.01.          Organization Powers...............................................................   30
SECTION 3.02.          Authorization; Enforceability.....................................................   31
SECTION 3.03.          Governmental Approvals; No Conflicts..............................................   31
SECTION 3.04.          Financial Condition; No Material Adverse Change...................................   31
SECTION 3.05.          Properties........................................................................   32
SECTION 3.06.          Litigation and Environmental Matters..............................................   32
SECTION 3.07.          Compliance with Laws and Agreements...............................................   32
SECTION 3.08.          Government Regulation.............................................................   32
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                                      -i-

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<S>                                                                                                         <C>
SECTION 3.09.          Taxes.............................................................................    32
SECTION 3.10.          ERISA.............................................................................    33
SECTION 3.11.          Disclosure........................................................................    33
SECTION 3.12.          Statements as to Taxes............................................................    33

                                   ARTICLE IV

                                   CONDITIONS

SECTION 4.01.          Closing Date......................................................................    33

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

SECTION 5.01.          Financial Statements and Other Information........................................    35
SECTION 5.02.          Notices of Material Events........................................................    37
SECTION 5.03.          Existence; Conduct of Business....................................................    37
SECTION 5.04.          Payment of Obligations............................................................    38
SECTION 5.05.          Maintenance of Properties; Insurance..............................................    38
SECTION 5.06.          Books and Records; Inspection Rights..............................................    38
SECTION 5.07.          Compliance with Laws..............................................................    38
SECTION 5.08.          Use of Proceeds...................................................................    38
SECTION 5.09.          Fiscal Periods; Accounting........................................................    38
SECTION 5.10.          Documentation; Status.............................................................    38
SECTION 5.11.          Guarantees........................................................................    39
SECTION 5.12.          Syndication Efforts...............................................................    39
SECTION 5.13.          Post-Closing Matters..............................................................    39

                                   ARTICLE VI

                               NEGATIVE COVENANTS

SECTION 6.01.          Financial Covenants...............................................................    39
SECTION 6.02.          Indebtedness......................................................................    40
SECTION 6.03.          Liens.............................................................................    40
SECTION 6.04.          Mergers, Etc......................................................................    42
SECTION 6.05.          Investments.......................................................................    42
SECTION 6.06.          Restricted Payments...............................................................    42
SECTION 6.07.          Transactions with Affiliates......................................................    42
SECTION 6.08.          Unrestricted Subsidiaries.........................................................    43
SECTION 6.09.          Maintenance of Corporate Separateness.............................................    43
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                                      -ii-

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                                   ARTICLE VII

                                EVENTS OF DEFAULT

                                  ARTICLE VIII

                                   THE AGENTS

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01.          Notices............................................................................   48
SECTION 9.02.          Waivers; Amendments................................................................   49
SECTION 9.03.          Expenses; Indemnity; Damage Waiver.................................................   50
SECTION 9.04.          Successors and Assigns.............................................................   51
SECTION 9.05.          Survival...........................................................................   53
SECTION 9.06.          Counterparts; Integration; Effectiveness...........................................   54
SECTION 9.07.          Severability.......................................................................   54
SECTION 9.08.          Right of Setoff....................................................................   54
SECTION 9.09.          Governing Law; Jurisdiction; Consent to Service of Process.........................   55
SECTION 9.10.          WAIVER OF JURY TRIAL...............................................................   55
SECTION 9.11.          Headings...........................................................................   55
SECTION 9.12.          Confidentiality....................................................................   55
SECTION 9.13.          Acknowledgments....................................................................   56
</TABLE>

SCHEDULES:

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

EXHIBITS:

Exhibit A     -   Form of Assignment and Acceptance
Exhibit B     -   Form of Guarantee
Exhibit C     -   Form of Note

                                     -iii-

<PAGE>

                  TERM LOAN AGREEMENT (this "Agreement"), dated as of March 31,
2003, among MOTH HOLDINGS, INC., a Delaware corporation (as successor in
interest to MediaOne TWE Holdings, Inc. and to be renamed, at the time of the
Closing (as defined below), TIME WARNER CABLE INC.) ("Borrower"), the Lenders
named on the signature pages hereto (the "Lenders") and DEUTSCHE BANK AG, NEW
YORK BRANCH ("DBNY"), and CITICORP NORTH AMERICA, INC., as administrative agents
("CNAI" and together with DBNY, in such capacity, the "Administrative Agents").

                              W I T N E S S E T H :
                               - - - - - - - - - -

                  WHEREAS, on August 19, 2002, Borrower issued to Comcast of
Georgia, Inc., a Colorado corporation and indirect parent of Borrower (formerly
named MediaOne of Colorado, Inc.), a Demand Promissory Note in principal amount
of $2,100,000,000 (the "Comcast Promissory Note");

                  WHEREAS, AOL Time Warner, Inc., a Delaware corporation
("AOLTW"), Comcast Corporation (formerly named AT&T Comcast Corporation,
"Comcast") and the other parties thereto have entered into a Restructuring
Agreement (the "Restructuring Agreement"), dated as of August 20, 2002, for the
restructuring of TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited
partnership ("TWE" or the "Guarantor"), (the restructuring of TWE contemplated
in the Restructuring Agreement (and related agreements) is hereinafter referred
to as the "Restructuring");

                  WHEREAS, Borrower (after giving effect to the Restructuring)
is to be renamed "Time Warner Cable, Inc.", a newly acquired majority-owned
subsidiary of AOLTW that will, immediately upon the consummation of the
Restructuring, own approximately 94.3% of the partnership interests of TWE;

                  WHEREAS, Borrower desires that the Lenders extend, immediately
prior to consummation of Restructuring, a $2,100,000,000 term loan facility to
Borrower to fund the repayment of the Comcast Promissory Note;

                  NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereby agree
as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

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

<PAGE>

                                       -2-

year, for the then elapsed portion of the fiscal year (treating Unrestricted
Subsidiaries as equity investments of Borrower to the extent that such
Unrestricted Subsidiaries would not otherwise be treated as equity investments
of Borrower 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 Agents" means (i) DBNY and CNAI, as
administrative agents for the Lenders hereunder, together with any of their
successors pursuant to Article VIII and (ii) immediately after the consummation
of the syndication contemplated by the Separate Letter Agreements, either DBNY
or CNAI, as designated by the Borrower, or in the absence of any such
designation, as designated by DBNY and CNAI, together with its successors
pursuant to Article VIII.

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

                  "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 those Lenders in those capacities, as
designated by the Administrative Agents and Borrower in connection with the
syndication contemplated by the Separate Letter Agreements, as well as the
Paying Agent.

                  "AOLTW" has the meaning assigned to such term in the recitals
hereto.

                  "Applicable Margin" means, for any day, the applicable rate
per annum set forth below expressed in Basis Points based upon the senior
unsecured long-term debt credit rating (or an equivalent thereof) (in each case,
a "Rating") assigned by S&P and Moody's, respectively, applicable on such date
to Borrower; provided that, until such time as Borrower has received a Rating,
the Ratings of TWE shall be used as the basis for calculating the Applicable
Margin:

<TABLE>
<CAPTION>
=============================================================================
                          Applicable Margin for       Applicable Margin for
                           Loans maintained as       Loans maintained as Base
   Rating                  Eurocurrency Loans              Rate Loans
-----------------------------------------------------------------------------
<S>                       <C>                        <C>
Level 1
A/A2 or above                   57.5                          N/A
-----------------------------------------------------------------------------
Level 2
A-/A3                           62.5                          N/A
-----------------------------------------------------------------------------
Level 3
=============================================================================
</TABLE>

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                                       -3-

<TABLE>
<CAPTION>
=============================================================================
<S>                       <C>                        <C>
BBB+/Baa1                       87.5                          N/A
-----------------------------------------------------------------------------
Level 4
BBB/Baa2                         100                          N/A
-----------------------------------------------------------------------------
Level 5
BBB-/Baa3                        125                           25
-----------------------------------------------------------------------------
Level 6                          175                           75
BB+/Ba1 or lower
=============================================================================
</TABLE>

                  For purposes of determining the Applicable Margin for
Borrower, (A) if either S&P or Moody's 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 S&P and Moody's shall fall within
different Categories, the Applicable Margin 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 Margin 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 Borrower
elects not to participate or otherwise cooperate in the ratings process of such
rating agency, the Applicable Margin shall not be less than that in effect
immediately before such rating agency's Rating for Borrower became unavailable;
and (D) if the relevant Ratings assigned by S&P or Moody's shall be changed
(other than as a result of a change in the rating system of S&P or Moody's),
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 Margin 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 S&P or Moody's shall change, or if either such rating
agency shall cease to be in the business of rating corporate debt obligations,
Borrower 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 Margin of Borrower shall be determined by reference to the rating
most recently in effect prior to such change or cessation, provided that, if
Borrower elects to extend the Maturity Date of the Loans outstanding on the
Initial Maturity Date pursuant to Section 2.09(f), each of the applicable rates
per annum set forth above in Basis Points shall be increased by 25 Basis Points
for the period that such Loans remain outstanding subsequent to the Initial
Maturity Date.

                  "Applicable Percentage" means for any Lender at any date the
percentage set forth next to such Lender's name on Schedule 2.01 to this
Agreement, as the same may be modified from time to time, including, without
limitation, to reflect the addition or withdrawal of a Lender or the assignment
of all or a portion of an existing Lender's Applicable Percentage as permitted
pursuant to Section 9.04.

                  "Arrangers" means DBSI and SSBI.

<PAGE>

                                       -4-

                  "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 Agents,
in substantially the form of Exhibit A.

                  "Base Lending Rate" means the rate of interest per annum
publicly announced from time to time by each Administrative Agent as its base
lending rate (and the average of the two during any time in which the
Administrative Agents have different base lending rates), in effect from time to
time at their principal offices in New York City; each change in the Base
Lending Rate shall be effective from and including the date such change is
publicly announced as being effective.

                  "Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Base Lending 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
Base Rate due to a change in the Base Lending Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Base Lending Rate or the Federal Funds Effective Rate,
respectively.

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

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

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

                  "Borrowing" means Loans of the same Type, made, converted or
continued on the same date and, in the case of Eurocurrency Loans, as to which a
single Interest Period is in effect.

                  "Borrowing Request" means the request by Borrower for a
Borrowing in accordance with Section 2.03

                  "Business Day" means any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided that, when used in connection with a
Eurocurrency 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.

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

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

<PAGE>

                                       -5-

chase 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 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 (a) a Person or "group" (within the
meaning of Sections 13(d) and 14(d) of the Exchange Act) other than AOLTW and/or
its Subsidiaries acquiring or having beneficial ownership (it being understood
that a tender of shares or other equity interests shall not be deemed acquired
or giving beneficial ownership until such shares or other equity interests shall
have been accepted for payment) of securities (or options to purchase
securities) having a majority or more of the ordinary voting power of Borrower
(including options to acquire such voting power), (b) persons who are directors
of Borrower immediately following consummation of the Restructuring or persons
designated or approved by such directors ceasing to constitute a majority of the
board of

<PAGE>

                                       -6-

directors of Borrower, or (c) prior to consummation of syndication of the Loans,
Borrower ceasing to own and control at least 94.3% of the residual equity
capital or ceasing to be the sole general partner of TWE, (d) following
consummation of syndication of the Loans, Borrower ceasing to own and control of
record and beneficially securities (or options to purchase securities)
representing at least 51% of the ordinary voting power of TWE (including options
to acquire such voting power), or (e) a change in control (as defined in the TWE
Loan Facility) occurs under the TWE Loan Facility.

                  "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.

                  "Closing Date" means March 31, 2003 or such later date (not
later than June 30, 2003) as may be agreed by the Borrower and the
Administrative Agents.

                  "CNAI" means Citicorp North America, Inc.

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

                  "Comcast Promissory Note" has the meaning assigned to such
term in the recitals hereto.

                  "Commitment" means, with respect to each Lender, the
commitment of such Lender to make the Loans hereunder, which Commitment shall be
reduced to zero upon the making of Loans on the Closing Date. The amount of each
Lender's Commitment is set forth on Schedule 2.01.

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

                  "Consolidated EBITDA" means, for any period, Consolidated Net
Income for such period plus, without duplication and to the extent reflected as
a charge in the statement of such Consolidated Net Income 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

<PAGE>

                                       -7-

and charges associated with Indebtedness (including the Loans), (c) depreciation
and amortization expense (excluding amortization of film inventory that does not
constitute amortization of purchase price amortization), (d) amortization of
intangibles (including, but not limited to, goodwill) and organization costs
(excluding amortization of film inventory that does not constitute amortization
of purchase price amortization), (e) any extraordinary, unusual or non-recurring
non-cash expenses or losses (including, whether or not otherwise includable as a
separate item in the statement of such Consolidated Net Income for such period,
non-cash losses on sales of assets outside of the ordinary course of business),
and (f) minority interest expense in respect of preferred stock of Subsidiaries
of Borrower, and minus, to the extent included in the statement of such
Consolidated Net Income for such period, the sum of (a) interest income and (b)
any extraordinary, unusual or non-recurring income or gains (including, whether
or not otherwise includable as a separate item in the statement of such
Consolidated Net Income for such period, gains on the sales of assets outside of
the ordinary course of business), all as determined on a consolidated basis.

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

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

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

                  "Consolidated Net Income" means, for any period, the
consolidated net income (or loss) of Borrower 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 Borrower or is merged into
or consolidated with Borrower or any of its Subsidiaries or that such other
Person's assets are acquired by Borrower or any of its Subsidiaries, (b) the
income (or deficit) of any Person (other than (i) in the case of Borrower, a
Restricted Subsidiary and (ii) in the case of any other Person, a Subsidiary of
such Person) in which Borrower or any of its Subsidiaries has an ownership
interest, except to the extent that any such income is actually received by
Borrower (or (i) in the case of Borrower, its Restricted Subsidiary and (ii) in
the case of any other Person, its Subsidiary) in the form of dividends or
similar distributions and (c) the undistributed earnings of any Subsidiary of
Borrower 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 Borrower shall not be excluded by reason of this clause (c) so
long as such Subsidiary guarantees the Obligations with a Guarantee (plus a
related legal opinion as to the enforceability thereof) reasonably satisfactory
to the Administrative Agents.

<PAGE>

                                       -8-

                  "Consolidated Total Assets" means at any date, all amounts
that would, in conformity with GAAP, be included on a consolidated balance sheet
of Borrower 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 and the aggregate amount liquidation preference
of preferred stock of Borrower and its Restricted Subsidiaries minus (a) the
aggregate principal amount of any such Indebtedness and aggregate amount
liquidation preference of preferred stock (only to the extent that it is payable
either by its terms or at the election of the obligor in common equity
securities of Borrower or the proceeds of options in respect of such equity
securities), (b) to the extent included in the calculation of such Indebtedness,
the aggregate principal amount of Film Financings in respect of which TWE has
Guarantee Obligations as of the Closing Date and (c) the aggregate amount of
cash and Cash Equivalents held by Borrower or any of its Restricted Subsidiaries
in excess of $25,000,000, all determined on a consolidated basis in accordance
with GAAP.

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

                  "Copyright Liens" means any Liens granted by Borrower or any
of its Subsidiaries prior to the Closing Date on copyrights relating to movies
or other programming, which movies or other programming are subject to one or
more contracts entitling 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 Borrower or such Subsidiary to a
special purpose Subsidiary of Borrower or such 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, the
Note and the Separate Letter Agreements.

                  "Credit Parties" means Borrower and the Guarantor; and "Credit
Party" means any of them.

                  "DBCI" means Deutsche Bank AG, Cayman Islands Branch.

                  "DBSI" means Deutsche Bank Securities Inc.

                  "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.

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

<PAGE>

                                       -9-

                  "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 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 Borrower, any trade
or business (whether or not incorporated) that, together with such Borrower, is
treated as a single employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414 of the Code.

                  "ERISA Event" means (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or in Section
303(d) of ERISA of an application for a waiver of the minimum funding standard
with respect to any Plan; (d) the incurrence by any 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.

                  "Eurocurrency" 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 Adjusted LIBO
Rate.

<PAGE>

                                      -10-

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

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

                  "Excluded Taxes" means, with respect to the Agents, 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 Borrower under Section 2.18(b)), any withholding tax (i) that 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).

                  "Extended Maturity Date" means the Business Day immediately
preceding the second anniversary of the Closing Date.

                  "Extension Notice" has the meaning provided in Section
2.09(f).

                  "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 Agents from three
Federal funds brokers of recognized standing selected by them.

                  "Film Financing" means, without duplication, monetary
obligations arising out of transactions consummated prior to the Closing Date in
which so-called tax-based financing groups or other third-party investors
provided 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 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 Borrower 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.

<PAGE>

                                      -11-

                  "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 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 the guarantee by the Guarantor of the
Obligations of Borrower, 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.

                  "Guarantor" means (i) TWE and (ii) any other Person (other
than Borrower) that provides a guarantee pursuant to Section 5.11.

                  "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.

<PAGE>

                                      -12-

                  "Indebtedness" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person (but not including
synthetic or operating leases), (e) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business and payment obligations of
such Person pursuant to agreements entered into in the ordinary course of
business, which payment obligations are contingent on another Person's
satisfactory provision of services or products), (f) all Indebtedness of others
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien (other than Copyright Liens
or Liens on interests or Investments in Unrestricted Subsidiaries) on property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed (but only to the extent of the lesser of the fair
market value of the property subject to such Lien and the amount of such
Indebtedness), (g) all Guarantee Obligations of such Person with respect to
Indebtedness of others (except to the extent that such Guarantee Obligation
guarantees Indebtedness of a Restricted Subsidiary), (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit (but only to the
extent of all drafts drawn thereunder) and (j) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances. Notwithstanding
the foregoing, Indebtedness shall not include (i) any obligation of such Person
to guarantee performance of, or enter into indemnification agreements with
respect to, obligations, entered into in the ordinary course of business, under
any and all Franchises, leases, performance bonds, franchise bonds and
obligations to reimburse drawings under letters of credit issued in lieu of
performance or franchise bonds or (ii) obligations to make Tax Distributions.
The Indebtedness of any Person shall include the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person's ownership
interest in or other contractual relationship with such entity, except to the
extent the terms of such Indebtedness provide that such Person is not liable
therefor.

                  "Indemnified Taxes" means Taxes other than Excluded Taxes.

                  "Initial Maturity Date" means the Business Day immediately
preceding the first anniversary of the Closing Date.

                  "Installment Payment Date" has the meaning given in Section
2.10(d).

                  "Interest Election Request" means a request by a Borrower to
convert or continue a Borrowing in accordance with Section 2.07.

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

<PAGE>

                                      -13-

                  "Interest Period" means with respect to any Eurocurrency
Borrowing the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is (a) one, two, three
or six months (or, with the consent of each Lender, a shorter period)
thereafter, as Borrower may elect or (b) one month thereafter, if 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 Closing Date and 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.

                  "IPO" means any initial public offering (including any
offering registered under the Securities Act of 1933, as amended, and the rules
and regulations thereunder) of common stock (or securities convertible into or
exchangeable for common stock) of Borrower.

                  "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.

                  "LIBO Rate" means, with respect to any Eurocurrency Borrowing
for any Interest Period, the rate appearing on Page 3740 or Page 3750, as the
case may be, of the Telerate Service (or on any successor or substitute page of
such Service, or any successor to or substitute for such Service,

<PAGE>

                                      -14-

providing rate quotations comparable to those currently provided on such page of
such Service, as determined by the Administrative Agents from time to time for
purposes of providing quotations of interest rates applicable to 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, as the rate for Dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "LIBO Rate" with respect to such 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 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; provided, however, that, if only two
Reference Banks notify the Administrative Agents of the rates offered to such
Reference Banks (or any Affiliates of such Reference Lenders) 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.

                  "Loan" or "Loans" means the loans made by the Lenders to
Borrower pursuant to this Agreement.

                  "Local Time" means New York time.

                  "Material Adverse Effect" means a material adverse effect on
(a) the financial condition, business, results of operations, properties or
liabilities of Borrower and its Restricted Subsidiaries taken as a whole, (b)
the ability of any Credit Party to perform any of its material obligations to
the Lenders under any Credit Document to which it is or will be a party or (c)
the rights of or benefits available to the Lenders under any Credit Document.

                  "Material Indebtedness" means Indebtedness (other than the
Loans) of any one or more of Borrower and the Subsidiaries thereof in an
aggregate principal amount exceeding $200,000,000, and shall in any event
include the TWE Loan Facility.

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

                  (a)      as of the last day of such Person's most recently
         ended fiscal quarter for which financial statements have been filed
         with the SEC the investments of such Person and

<PAGE>

                                      -15-

         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 such Person and its
         consolidated Subsidiaries;

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

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

                  "Maturity Date" means the Initial Maturity Date; provided that
if Borrower has delivered an Extension Notice to the Administrative Agents in
accordance with Section 2.09(f) the Maturity Date in respect of the Loans (as
well as all related interest and fees) shall be the Extended Maturity Date.

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

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

                  "Net Proceeds" means, in respect of any incurrence of
Indebtedness or issuance of Capital Stock, the aggregate cash proceeds received
by Borrower or any of its Subsidiaries, net of (i) transaction costs relating
thereto (including, without limitation, legal, accounting and investment banking
fees and sales commissions) and any relocation expenses incurred as a result
thereof, (ii) taxes paid or payable as a result thereof (after taking into
account any available tax credits or deductions and any tax sharing agreements).

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

                  "Other Taxes" means any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery
or enforcement of, or otherwise with respect to, this Agreement.

<PAGE>

                                      -16-

                  "Paying Agent" means both Administrative Agents until such
time as they shall mutually designate a single Person to act as paying agent
hereunder.

                  "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 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.

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

                  "Reference Banks" means DBNY and CNAI and their respective
Affiliates.

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

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

                  "Required Lenders" means, at any time, Lenders having
aggregate Commitments and/or outstanding Loans in excess of 50% of all then
outstanding Commitments or Loans, as the case may be.

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

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

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

                  "Restructuring" has the meaning assigned to such term in the
recitals hereto.

<PAGE>

                                      -17-

                  "Restructuring Agreement" has the meaning set forth in the
recitals hereto.

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

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

                  "Separate Letter Agreements" has the meaning set forth in
Section 9.05.

                  "SSBI" means Salomon Smith Barney Inc.

                  "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 Agents are
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.

                  "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 Borrower.

                  "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 but only if and to the extent (and on the terms
contained therein) that such organizational documents are in effect immediately
upon consummation of the Restructuring (and on the terms contained therein).

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

<PAGE>

                                      -18-

                  "Transactions" means (a) consummation of the Restructuring and
(b) the execution, delivery and performance by (i) Borrower of this Agreement
and (ii) the Guarantor of the Guarantee, and (c) the borrowing of Loans.

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

                  "TWE Loan Facility" means the $1,500,000,000 Amended and
Restated Revolving Credit Agreement dated as of July 8, 2002 and amended and
restated as of March 31, 2003 by and among Borrower, TWE, JPMorgan Chase Bank,
as administrative agent, Bank of America, N.A. and Citibank, N.A., as
co-syndication agents, ABN Amro Bank N.V. and BNP Paribas, as co-documentation
agents, and the other lenders named therein, including any notes, guarantees,
instruments and agreements executed in connection therewith, and any liquidity
or similar arrangement in substitution therefor in whole or in part, whether by
amendment, restatement, modification, extension, renewal, refinancing,
replacement or refunding (and whether or not such substitution immediately
follows the termination or replacement of the earlier facility).

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

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

                  "United States" means the United States of America.

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

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

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

                  SECTION 1.02.     Classification of Loans and Borrowings. For
purposes of this Agreement, Loans may be classified and referred to by Type
(e.g., a "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

<PAGE>

                                      -19-

from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words "herein," "hereof" and
"hereunder," and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall, except where the
context dictates otherwise, be construed to have the same meaning and effect and
to refer to any and all tangible and intangible assets and properties, including
cash, securities, accounts and contract rights.

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

                  SECTION 2.01.     Commitments. Subject to the terms and
conditions set forth herein, each Lender agrees to make Loans (each individually
a "Loan"; and, collectively, the "Loans") to Borrower in Dollars on the Closing
Date in the amount of its Commitment. Principal amounts of the Loans that are
repaid or prepaid by Borrower may not be reborrowed. The Loans may from time to
time be Eurocurrency Loans or Base Rate Loans, in each case as determined by
Borrower and notified to the Administrative Agents in accordance with Sections
2.03 and 2.07

                  SECTION 2.02.     Loans. (a) The Loans shall be made by the
Lenders ratably in accordance with their respective Commitments. The failure of
any Lender to make any Loan required to be made by it shall not relieve any
other Lender of its obligations hereunder.

                  (b)      Subject to Section 2.13, the Loans shall be comprised
entirely of Borrowings of Base Rate Loans or Eurocurrency Loans as Borrower may
request in accordance herewith. Each Lender at its option may make any
Eurocurrency Loans 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 Borrower
thereof to repay such Loan in accordance with the terms of this Agreement and
(ii) not create any additional liability of Borrower in respect of Sections 2.14
or 2.16.

                  (c)      At the commencement of each Interest Period for any
Eurocurrency Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $1,000,000 and not

<PAGE>

                                      -20-

less than $10,000,000. 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 and not less than $10,000,000. Borrowings of more than one Type may
be outstanding at the same time; provided that there shall not at any time be
more than a total of 15 Eurocurrency Borrowings outstanding.

                  (d)      Notwithstanding any other provision of this
Agreement, Borrower shall not be entitled to request or elect any Interest
Period in respect of any Borrowing that would end after the Maturity Date.

                  SECTION 2.03.     Notice of Borrowing. To request the Loans,
Borrower shall notify the Administrative Agents of such request by telephone in
accordance with Schedule 2.03(A). Such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or facsimile to the
Administrative Agents of a written Borrowing Request in a form approved by the
Administrative Agents and signed by Borrower. The Borrowing Request shall
specify the following information in compliance with Section 2.02:

                  (a)      the aggregate amount of the requested Loans;

                  (b)      whether Borrowings are to be Base Rate Borrowings or
         Eurocurrency Borrowings;

                  (c)      in the case of a Eurocurrency Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (d)      the location and number of Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

If no election as to the Type of Borrowings is specified, then the requested
Borrowings shall be deemed Base Rate Loans. If no Interest Period is specified
with respect to any requested Eurocurrency Borrowings, then 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 Agents 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 Loans.

                  SECTION 2.04.     [INTENTIONALLY LEFT BLANK]

                  SECTION 2.05.     [INTENTIONALLY LEFT BLANK]

                  SECTION 2.06.     Funding of Loans. (a) Each Lender shall make
the Loan or Loans to be made by it hereunder on the Closing Date by wire
transfer of immediately available funds by 11:00 a.m., Local Time, to the
account designated by the Administrative Agents for such purpose by notice to
the Lenders. The Administrative Agents will make such Loans available to
Borrower by promptly crediting the amounts so received, in like funds, to an
account of Borrower specified on Schedule 2.03(B) or another account designated
in the Borrowing Request.

<PAGE>

                                      -21-

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

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

                  (b)      To make an election pursuant to this Section,
Borrower shall notify the Administrative Agents or the Paying Agent, if any, of
such election by telephone by the relevant time 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 Agents or
the Paying Agent, if any, of a written Interest Election Request in a form
approved by the Administrative Agents or the Paying Agent, if any, and signed by
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 Borrowing;

<PAGE>

                                      -22-

                  (iv)     if the resulting Borrowing is a Eurocurrency
         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 but does not specify an
         Interest Period, then Borrower shall be deemed to have selected an
         Interest Period of one month's duration.

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

                  (e)      If Borrower fails to deliver a timely Interest
Election Request with respect to a Eurocurrency Borrowing prior to the end of
the Interest Period applicable thereto, then, unless such Borrowing is prepaid
as provided herein, at the end of such Interest Period, such Borrowing shall be
continued as a Eurocurrency 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 Agents or the
Paying Agent, if any, at the request of the Required Lenders, so notify
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii)
unless repaid, each Eurocurrency Borrowing shall be converted to a Base Rate
Borrowing at the end of the Interest Period applicable thereto.

                  SECTION 2.08.     [INTENTIONALLY LEFT BLANK]

                  SECTION 2.09.     Repayment of Loans at Maturity; Evidence of
Debt. Borrower hereby unconditionally promises to pay to the Paying Agent for
the account of each Lender the then unpaid principal amount of the Loans on the
Maturity Date.

                  (b)      Each Lender shall maintain in accordance with its
usual practice an account or accounts evidencing the indebtedness of Borrower to
such Lender resulting from the Loans 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 Agents or the Paying Agent, if
any, shall maintain accounts in which they shall record (i) the amount of each
Loan made hereunder and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due
and payable from Borrower to each Lender hereunder and (iii) the amount of any
sum received by the Paying 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 Agents or the Paying Agent, as the
case may be, to maintain such accounts or any error therein shall not in any
manner affect the obligation of Borrower to repay the Loans in accordance with
the terms of this Agreement.

<PAGE>

                                      -23-

                  (e)      Any Lender may request that Loans made by it be
evidenced by a Note. In such event, 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) substantially in the form of
Exhibit C attached hereto, approved by the Administrative Agents or the Paying
Agent, as the case may be, and reasonably acceptable to 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).

                  (f)      Borrower may elect, in its sole discretion, to extend
the Maturity Date of the Loans from the Initial Maturity Date to the Extended
Maturity Date by giving written notice (the "Extension Notice") of such election
to the Administrative Agents or the Paying Agent, as the case may be, no later
than five days prior to the Initial Maturity Date.

                  SECTION 2.10.     Optional Prepayments and Mandatory
Repayments of Loans. (a) Borrower may at any time and from time to time prepay
any Borrowing, in whole or in part, subject to prior notice in accordance with
paragraph (b) of this Section.

                  (b)      Borrower shall notify the Administrative Agents or
the Paying Agent, as the case may be, 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 a
notice of prepayment delivered by Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case
such notice may be revoked by Borrower (by notice to the Administrative Agents
or the Paying Agent, as the case may be, on or prior to the specified effective
date) if such condition is not satisfied. Promptly following receipt of any such
notice relating to a Borrowing, the Administrative Agents or the Paying Agent,
as the case may be, shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of a Borrowing of the same Type as provided in Section
2.02. Each prepayment of a Borrowing hereunder shall be applied in accordance
with Section 2.10(e) below. Prepayments shall be accompanied by accrued interest
to the extent required by Section 2.12.

                  (c)      So long as any Loans are outstanding: If, subsequent
to the Closing Date, Borrower or any of its Subsidiaries shall (i) issue any
Capital Stock (other than pursuant to any employee stock ownership plan or upon
the exercise of any stock option issued pursuant to any employee stock option
plan), (ii) incur or permit the incurrence of any Indebtedness (including
pursuant to debt securities which are convertible into, or exchangeable or
exercisable for, Capital Stock but excluding (x) any Indebtedness of non-Credit
Party Subsidiaries permitted by clauses (b) -- (e), inclusive, of Section 6.02
and (y) any Indebtedness up to $1.5 billion (including revolving borrowings)
incurred under the TWE Loan Facility), then in each case, 100% of the Net
Proceeds thereof shall be applied upon receipt toward the prepayment of the
Loans in accordance with Section 2.10(e) below.

<PAGE>

                                      -24-

                  (d)      The Loans shall be repaid in consecutive quarterly
installments on the dates set forth below (each such day, an "Installment
Payment Date"), in an aggregate amount equal to the amount specified for each
such Installment Payment Date (in each case subject to reduction as described in
Section 2.10(e)).

<TABLE>
<S>                                <C>
December 31, 2003                  $100,000,000
March 31, 2004*                    $ 75,000,000
June 30, 2004*                     $ 75,000,000
September 30, 2004*                $ 75,000,000
December 31, 2004*                 $ 75,000,000
</TABLE>

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

* If Borrower has delivered a valid Extension Request pursuant to Section
2.09(f).

                  (e)      Prepayments of Loans pursuant to this Section 2.10
shall be applied to reduce future scheduled amortization payments of the Loans
(as specified in Section 2.10(d)) in (i) direct order of Installment Payment
Dates in respect of prepayments pursuant to Section 2.10(a) and (ii) inverse
order of Installment Payment Dates in respect of prepayments pursuant to Section
2.10(c).

                  SECTION 2.11.     Fees. (a) Borrower agrees to pay to the
Administrative Agents or the Paying Agent, as the case may be, for their own
accounts and the account of each Lender, fees payable in the amounts and at the
times set forth in the Separate Letter Agreements.

                  (b)      All fees payable hereunder shall be paid on the dates
due, in immediately available funds, to the Paying Agent for distribution to the
Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances absent manifest error in the calculation and/or payment thereof.

                  SECTION 2.12.     Interest. (a) Base Rate Loans comprising
each Base Rate Borrowing shall bear interest at a rate per annum equal to the
Base Rate plus the Applicable Margin.

                  (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 Margin.

                  (c)      [Intentionally left blank]

                  (d)      [Intentionally left blank]

                  (e)      [Intentionally left blank]

                  (f)      [Intentionally left blank]

<PAGE>

                                      -25-

                  (g)      Notwithstanding the foregoing, if any principal of or
interest on any Loan or any fee or other amount payable by 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 Base Rate Loans 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 Base
Rate Loan), 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 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
Maturity Date.

                  (i)      All interest and fees hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to
the Base Rate at times when the Base Rate is based on the Base Lending Rate and
the Market-Based Premium Fee shall be computed on the basis of a year of 365
days (or 366 days in a leap year). The applicable Base Rate, Adjusted LIBO Rate
and LIBO Rate and the Market-Based Premium Fee shall be determined by the
Administrative Agents, and such determination shall be conclusive absent
manifest error.

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

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

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

then the Administrative Agents shall give notice thereof to Borrower and the
Lenders by telephone or facsimile as promptly as practicable thereafter and,
until the Administrative Agents notify Borrower 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 Borrowing to, or
continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective
and any such Borrowing referred to in such Interest Election Request shall,
unless prepaid by 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 Agents' reasonable determination,
it is practicable to do so), and (ii) if the Borrowing Request requests a
Eurocurrency Borrowing, such Borrowing shall, unless otherwise rescinded by
Borrower, be made as a Base Rate Loan (to the extent, in the Administrative
Agents' reasonable de-

<PAGE>

                                      -26-

termination, 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

                  (ii)     impose on any Lender or the London interbank market
         any other condition affecting this Agreement or Eurocurrency Loans made
         by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurocurrency Loan (or of maintaining its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable by such Lender hereunder (whether of principal, interest or
otherwise), then Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender for such additional costs actually
incurred or reduction actually suffered.

                  (b)      If any Lender 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 capital or on the capital of such Lender's holding
company, if any, as a consequence of the Loans made by such Lender, to a level
below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender or such Lender's
holding company for any such reduction actually suffered in respect of the Loans
made by such Lender hereunder.

                  (c)      A certificate of a Lender setting forth in reasonable
detail the amount or amounts necessary to compensate such Lender or its holding
company, as the case may be, as specified in paragraph (a) or (b) of this
Section shall be delivered to Borrower and shall be conclusive absent manifest
error. Borrower shall pay such Lender 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 to demand
compensation pursuant to this Section shall not constitute a waiver of such
Lender's right to demand such compensation; provided that Borrower shall not be
required to compensate a Lender pursuant to this Section for any increased costs
or reductions unless a Lender gives notice to Borrower that it is obligated to
pay an amount under this Section within six months after the later of (i) the
date the Lender incurs such increased costs, reduction in amounts received or
receivable or reduction in return on capital or (ii) the date such Lender 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.

<PAGE>

                                      -27-

                  Notwithstanding any other provision of this Section 2.14, no
Lender 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 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 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 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 Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any 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 Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by Borrower pursuant to
Section 2.18, then, in any such event, Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a
Eurocurrency Loan, the loss to any Lender attributable to any such event shall
be deemed to include an amount determined by such Lender to be equal to the
excess, if any, of (i) the amount of interest that such Lender would pay for a
deposit in Dollars equal to the principal amount of such Loan for the period
from the date of such payment, conversion, failure or assignment to the last day
of the then current Interest Period for such Loan (or, in the case of a failure
to borrow, convert or continue, the duration of the Interest Period that would
have resulted from such borrowing, conversion or continuation) if the interest
rate payable on such deposit were equal to the Adjusted LIBO Rate for such
Interest Period, over (ii) the amount of interest that such Lender would earn on
such principal amount for such period if such Lender were to invest such
principal amount for such period at the interest rate that would be bid by such
Lender (or an affiliate of such Lender) for deposits in Dollars from other banks
in the 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
Borrower and shall be conclusive absent manifest error. 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 Borrower hereunder shall be made free and clear of
and without deduction for any Indemnified Taxes or Other Taxes; provided that if
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) each Agent and Lender (as
applicable) receives an amount equal to the sum it would have received had no
such deductions been made, (ii) Borrower shall make such deductions and (iii)
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law. (b)Borrower shall indemnify each
Agent 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 any Agent 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

<PAGE>

                                      -28-

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 Borrower by a Lender, or by the applicable Agent on
its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

                  (c)      If a Lender or an Agent receives a refund in respect
of any Indemnified Taxes or Other Taxes as to which it has been indemnified by
Borrower or with respect to which 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 Borrower (but only to the extent of indemnity payments made,
or additional amounts paid, by 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 Agent and without interest (other than interest paid by the
relevant taxation authority with respect to such refund); provided that
Borrower, upon the request of such Lender or Agent, agrees to repay the amount
paid over to Borrower (plus penalties, interest or other charges) to such Lender
or Agent in the event such Lender or Agent 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 Borrower to a Governmental Authority,
Borrower shall deliver to the Agents 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 Agents.

                  (e)      Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to Borrower (with a copy
to the Agents), at the time or times prescribed by applicable law or reasonably
requested by 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
Borrower (with a copy to the Agents) 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 information regarding its tax returns or affairs
other than with respect to the imposition of Indemnified Taxes and Other Taxes.

                  SECTION 2.17.     Payments Generally; Pro Rata Treatment;
Sharing of Setoffs. (a) Borrower shall make each payment required to be made by
it hereunder (whether of principal, interest or fees, 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
Paying Agent is able to distribute such amounts to the applicable Lenders on
such date, be deemed to have been received on the next

<PAGE>

                                      -29-

succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Paying Agent, at the offices for the Paying Agent
set forth in Section 9.01, 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 Paying
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 Dollars.

                  (b)      If at any time insufficient funds are received by and
available to the Paying Agent to pay fully all amounts of principal, interest
and fees then due from Borrower hereunder, such funds shall be applied (i)
first, to pay interest and fees then due from 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, then due from
Borrower hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal 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 its Loans resulting in such Lender receiving payment of a
greater proportion of the aggregate amount of its Loans and accrued interest
thereon owing by 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 Loans of other Lenders owing from 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 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 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 other than to
Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of
this paragraph shall apply). 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 Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of Borrower in
the amount of such participation.

                  (d)      Unless the Administrative Agents shall have received
notice from Borrower prior to the date on which any payment is due from Borrower
to the Paying Agent for the account of the Lenders hereunder that Borrower will
not make such payment, the Paying Agent may assume that 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
Borrower has not in fact made such payment, then each of the Lenders, severally
agrees to repay to the Paying 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 Paying Agent, at the Federal Funds Effective Rate for the amount
paid by the Paying Agent on behalf of Borrower.

<PAGE>

                                      -30-

                  (e)      If any Lender shall fail to make any payment required
to be made by it pursuant to Section 2.06(b) or 2.17(d), then the Administrative
Agents may, in their discretion (notwithstanding any contrary provision hereof),
apply any amounts thereafter received by the Administrative Agents 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
enders. (a) If any Lender requests compensation under Section 2.14, or if
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.
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 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 Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agents, 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)
Borrower shall have received the prior written consent of the Administrative
Agents, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or Borrower (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 Borrower 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 Borrower to require such assignment and
delegation cease to apply.

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  The Borrower represents and warrants, as to itself (and those
Restricted Subsidiaries that will exist immediately upon consummation of the
Restructuring), to the Lenders that:

                  SECTION 3.01.     Organization Powers. Each Credit Party and
each of its Restricted Subsidiaries is duly organized, validly existing and in
good standing under the laws of the jurisdiction

<PAGE>

                                      -31-

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 or partnership (as the
case may be) powers and have been duly authorized by all necessary corporate or
partnership (as the case may be) and, if required, stockholder or partner action
of such Credit 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,
partnership agreements or other organizational documents of Borrower or any of
its 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 Borrower or any of its Restricted Subsidiaries or its
assets, or give rise to a right thereunder to require any payment to be made by
Borrower or any of its Restricted Subsidiaries and (d) will not result in the
creation or imposition of any Lien on any asset of Borrower or any of its
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. The unaudited pro forma consolidated balance sheet of Borrower and its
consolidated Subsidiaries as at December 31, 2002 (including the notes thereto)
(the "Pro Forma Balance Sheet") and the unaudited pro forma statements of
income, stockholders equity and cash flows of Borrower and its consolidated
Subsidiaries for the fiscal year ended December 31, 2002 (the "Pro Forma Income
Statements"), copies of which have heretofore been furnished to each Lender,
have been prepared giving effect (as if such events had occurred on December 31,
2002 in the case of the Pro Forma Balance Sheet, and on the first day of such
fiscal year, in the case of the Pro Forma Income Statements) to the consummation
of the Restructuring. The Pro Forma Balance Sheet and the Pro Forma Income
Statements have been prepared based on the best information available to
Borrower as of the date of delivery thereof, and present fairly, in all material
respects, the pro forma (i) financial position of Borrower and its consolidated
Subsidiaries as at December 31, 2002 assuming the Restructuring actually
occurred on such date and (ii) results of operations and cash flows of Borrower
and its consolidated Subsidiaries for the fiscal year ending December 31, 2002,
assuming that the Restructuring actually occurred on the first day of such
period.

<PAGE>

                                      -32-

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

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

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

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

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

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

                  SECTION 3.08.     Government Regulation. Neither Borrower nor
any of its Restricted Subsidiaries is (a) an "investment company" as defined in,
or subject to regulation under, the Investment Company Act of 1940, (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, or (c) subject to any other statute or
regulation which regulates the incurrence of indebtedness for borrowed money,
other than, in the case of this clause (c), Federal and state securities laws
and as could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Effect.

                  SECTION 3.09.     Taxes. 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

<PAGE>

                                      -33-

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 Borrower or such Subsidiary, as
applicable, has set aside on its books adequate reserves in accordance with GAAP
or (b) to the extent that the failure to do so could not reasonably be expected
to result in a Material Adverse Effect.

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

                  SECTION 3.11.     Disclosure. As of the date hereof and the
Closing Date, all information heretofore or contemporaneously furnished by or on
behalf of Borrower or any of its Restricted Subsidiaries (including all
information contained in the Credit Documents and the annexes, schedules and
other attachments thereto but not including any projected financial statements),
when taken together with the reports and other filings with the SEC made under
the Exchange Act by any Credit Party since December 31, 2001, 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 Borrower or any of its Restricted Subsidiaries to or on behalf of any
Lender is and will be (as of their respective dates and the Closing 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 shall
be no material and adverse difference between the unaudited financial statements
of Borrower and its Subsidiaries for the fiscal year ended December 31, 2002
delivered pursuant to Section 4.01(g) and the audited financial statements for
such period to be delivered under Section 5.01(a). There is no fact of which any
Credit Party is aware which has not been disclosed to the Lenders in writing
pursuant to the terms of this Agreement prior to the date hereof and which,
singly or in the aggregate with all such other facts of which any Credit Party
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 Borrower or any of its Subsidiaries, the Credit
Documents and the transactions referred to therein are true and correct in all
material respects.

                  SECTION 3.12.     Statements as to Taxes. Each Credit Party
confirms that the Administrative Agents have not made or provided to, or for the
benefit of, the Borrower or any of its Subsidiaries any oral or written
statements as to any potential tax consequences that are related to, or may
result from, the Loans.

                                   ARTICLE IV

                                   CONDITIONS

                  SECTION 4.01.     Closing Date. This Agreement and the
obligations of the Lenders to make Loans hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section 9.02):

                  (a)      Credit Documents. The Administrative Agents (or their
         counsel) shall have received each of the Credit Documents, executed and
         delivered by the all parties thereto.

<PAGE>

                                      -34-

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

                  (c)      Closing Certificate. The Administrative Agents shall
         have received a certificate from Borrower, in form and substance
         reasonably satisfactory to the Administrative Agents, dated the Closing
         Date and signed by the president, chief financial officer or equivalent
         officer of Borrower, including confirmation of compliance with the
         representations, warranties and conditions set forth in Article III and
         Article IV, respectively.

                  (d)      Consummation of Restructuring. Other than the
         repayment of the Comcast Promissory Note, which shall be made from the
         proceeds hereof, all material conditions precedent to the consummation
         of the Restructuring, as set forth in the documentation relating
         thereto, shall have been satisfied in all material respects, and not
         waived in an adverse manner to the Lenders except with the consent of
         the Agents; provided that Comcast may agree to waive any condition
         precedent relating to the filing of a Form S-3 in respect of the
         Restructuring.

                  (e)      TWE Loan Facility. TWE (and each of the other parties
         to the TWE Loan Facility) shall have executed and delivered the
         documentation governing the TWE Loan Facility, which documentation
         shall be in form and substance reasonably satisfactory to the Agents
         and will be in full force and effect on the Closing Date after the
         consummation of the Restructuring. All conditions precedent to the
         effectiveness of such documentation shall have been satisfied other
         than in respect of funding of Borrowings hereunder and TWE, as borrower
         thereunder, shall have at least $1.5 billion of funds available to be
         drawn, or funds previously drawn and outstanding as of the Closing Date
         (but not to exceed $1.5 billion outstanding as of the Closing Date),
         pursuant to the TWE Loan Facility. No default or event of default shall
         have occurred and be outstanding under the TWE Loan Facility.

                  (f)      Authorizations, etc. The Administrative Agents shall
         have received customary officer's certificates, together with
         incumbency certificates, good standing certificates, charter documents
         and board resolutions, and other such documents and certificates as the
         Administrative Agents or their counsel may reasonably request relating
         to the organization, existence and good standing of Borrower, 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 Agents and their
         counsel.

                  (g)      Financial Statements. The Agents shall have received
         the unaudited pro forma consolidated financial statements of Borrower
         for the fiscal year ended December 31, 2002 referred to in Section
         3.04, all certified by one of Borrower's Financial Officers as having
         been prepared based on the best information available to Borrower as of
         the date of delivery thereof, and presenting fairly, in all material
         respects, the pro forma (i) financial position of Borrower and its
         consolidated Subsidiaries as at December 31, 2002 assuming the
         Restruc-

<PAGE>

                                      -35-

         turing actually occurred on such date and (ii) results of operations
         and cash flows of Borrower and its consolidated Subsidiaries for the
         fiscal year ending December 31, 2002, assuming that the Restructuring
         actually occurred on the first day of such period. If the Closing Date
         is a date on or after May 1, 2003, the Agents shall have received the
         financial statements and other information, if any, required pursuant
         to Section 5.01 hereof.

                  (h)      Representations and Warranties. The representations
         and warranties of the Credit Parties set forth in the Credit Documents
         shall be true and correct in all material respects on and as of the
         Closing Date immediately after giving effect to the Restructuring, and
         before and after giving effect to the borrowing of the Loans and the
         application of the proceeds therefrom, as though made on and as of the
         Closing Date immediately after giving effect to the Restructuring
         (although any representations and warranties which expressly relate to
         a given date or period shall be required to be true and correct in all
         material respects only as of the respective date or for the respective
         period, as the case may be).

                  (i)      Absence of Default. At the time of and immediately
         after giving effect to the Loans on and as of the Closing Date, no
         Default or Event of Default shall have occurred and be continuing.

                                   ARTICLE V

                              AFFIRMATIVE COVENANTS

                  So long as any Loan remains outstanding and unpaid to any
Lender or the Administrative Agents or the Paying Agent, as the case may be,
hereunder, Borrower (for itself and its Restricted Subsidiaries) covenants and
agrees with the Lenders that:

                  SECTION 5.01.     Financial Statements and Other Information.
Borrower will furnish to the Administrative Agents at their New York offices
(who will distribute copies to each Lender):

                  (a)      within 105 days after the end of each fiscal year
         (but 135 days after the end of the fiscal year ended December 31, 2002)
         of Borrower, its audited consolidated balance sheet and related
         statements of operations, stockholders' equity and cash flows (or, for
         the fiscal year ended December 31, 2002, its audited combined pro forma
         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 (or combined, as the case may be) financial statements
         present fairly in all material respects the financial condition and
         results of operations of Borrower and its consolidated (or combined, as
         the case may be) 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 Borrower's Financial Officers
         as presenting fairly in all material re-

<PAGE>

                                      -36-

         spects the financial condition and results of operations of Borrower
         and its consolidated Restricted Subsidiaries on a consolidated (or
         combined, as the case may be) basis in accordance with GAAP
         consistently applied; provided that, so long as no Event of Default has
         occurred and is continuing, Borrower shall not be required to furnish
         Adjusted Financial Statements for any fiscal year if all Unrestricted
         Subsidiaries of Borrower (other than any such Unrestricted Subsidiaries
         that are already treated as equity investments on Borrower's financial
         statements) on a combined basis would not have constituted a Material
         Subsidiary of Borrower for such fiscal year;

                  (b)      within 60 days after the end of each of the first
         three fiscal quarters (for the avoidance of doubt, including the fiscal
         quarter ending March 31, 2003) of each fiscal year of Borrower, its
         consolidated balance sheet and related statements of operations,
         stockholders' equity and cash flows (or, as applicable, its combined
         pro forma balance sheet and related statements of operations,
         stockholders' equity and cash flows) and its Adjusted Financial
         Statements as of the end of and for such fiscal quarter and the then
         elapsed portion of the fiscal year, setting forth, beginning with the
         first fiscal quarter ending March 31, 2004 (or any earlier date, if
         available), 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 Borrower's Financial Officers as presenting fairly in all material
         respects the financial condition and results of operations of Borrower
         and its consolidated Subsidiaries on a consolidated basis in accordance
         with GAAP consistently applied, subject to normal year-end audit
         adjustments and the absence of footnotes; provided that, so long as no
         Event of Default has occurred and is continuing, Borrower shall not be
         required to furnish Adjusted Financial Statements for any fiscal
         quarter if all Unrestricted Subsidiaries of Borrower (other than any
         such Unrestricted Subsidiaries that are already treated as equity
         investments on Borrower's financial statements) on a combined basis
         would not have constituted a Material Subsidiary of Borrower for such
         fiscal quarter;

                  (c)      concurrently with any delivery of financial
         statements under clause (a) or (b) above, a certificate of a Financial
         Officer of Borrower (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 unaudited financial statements referred to in Section 3.04,
         which has not been previously disclosed by Borrower pursuant to this
         Section 5.01(c)(iii), and, if any such change has occurred, specifying
         the effect of such change on the financial statements accompanying such
         certificate;

                  (d)      promptly after the same become publicly available,
         copies of all periodic and other reports, proxy statements and other
         materials filed by any of Borrower or its Subsidiaries with the SEC or
         with any national securities exchange, or distributed by any of
         Borrower or its Subsidiaries 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

<PAGE>

                                      -37-

                  (e)      promptly following any request therefor, such other
         information regarding the operations, business affairs and financial
         condition of Borrower or any of its Subsidiaries, or compliance with
         the terms of this Agreement, as the Administrative Agents or any Lender
         may reasonably request (it being understood that Borrower 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
Borrower provides notice to the Administrative Agents, or as the case may be the
Administrative Agents give notice to the Lenders, that such information has been
posted on Borrower's website on the internet at the website address listed on
the signature pages of such notice, at www.sec.gov or at another website
identified in such notice and accessible by the Lenders without charge; provided
that Borrower 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 Agents or any Lender who requests Borrower to deliver such paper
copies until written notice to cease delivering paper copies is given by the
Administrative Agents or such Lender.

                  SECTION 5.02.     Notices of Material Events. Borrower will
furnish to the Administrative Agents (who will distribute copies to the Lenders)
prompt written notice of the following, upon any such event becoming known to
any Responsible Officer of 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 Borrower or any Affiliate thereof that, if
         adversely determined, could reasonably be expected to result in a
         Material Adverse Effect;

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

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

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

                  SECTION 5.03.     Existence; Conduct of Business. Borrower
will, and will cause each of its Restricted Subsidiaries which are Material
Subsidiaries to, do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its legal existence and the rights, licenses,
permits, privileges and franchises material to the conduct of its business;
provided that the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 6.04.

<PAGE>

                                      -38-

                  SECTION 5.04.     Payment of Obligations. Borrower will, and
will cause each of its Restricted Subsidiaries to, pay its obligations,
including Tax liabilities, that, if not paid, could reasonably be expected to
result in a Material Adverse Effect, before the same shall become delinquent or
in default, except where (a) the validity or amount thereof is being contested
in good faith by appropriate proceedings, (b) 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.
Borrower will, and will cause each of its 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.
Borrower will, and will cause each of its Restricted Subsidiaries to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities. Borrower will, and will cause each of its Restricted Subsidiaries
to, permit any representatives designated by the Administrative Agents 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 Borrower is
present, or Borrower has consented to the absence of such a representative,
independent accountants (in each case subject to Borrower's or its Restricted
Subsidiaries' obligations under applicable confidentiality provisions), all at
such reasonable times and as often as reasonably requested.

                  SECTION 5.07.     Compliance with Laws. Borrower will, and
will cause each of its Restricted Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.08.     Use of Proceeds. The proceeds of the Loans
will be used only to fund the repayment of the Comcast Promissory Note. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Board,
including Regulations U and X.

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

                  SECTION 5.10.     Documentation; Status. Borrower will
periodically keep the Administrative Agents updated and informed on a timely
basis and from time to time upon their reasonable request with respect to the
status of the IPO.

<PAGE>

                                      -39-

                  SECTION 5.11.     Guarantees. From and after the Closing Date,
if any Person, other than American Television and Communications Corporation and
Warner Communications Inc., is or becomes a Guarantor in respect of the TWE Loan
Facility or the TWE public bonds, Borrower shall cause to be delivered to the
Administrative Agents an analogous Guarantee duly executed by such Guarantor
(plus a related legal opinion as to the enforceability thereof) reasonably
satisfactory to the Administrative Agents; such that the obligations hereunder
shall, in each case, remain at all times pari passu with the obligations under
the TWE Loan Facility and the TWE public bonds.

                  SECTION 5.12.     Syndication Efforts. Borrower shall, and
shall cause each of its Subsidiaries to, comply with the obligations in respect
of syndication of the Loans hereunder as set forth in the Separate Letter
Agreements.

                  SECTION 5.13.     Post-Closing Matters. (a) Borrower shall pay
within 31 days following consummation of the Restructuring all costs, fees,
expenses (including, without limitation, reasonable legal fees and expenses) and
other compensation contemplated by Section 2.11;

                  (b)      Immediately upon consummation of the Restructuring,
Borrower shall affirm each and all representations and warranties set forth in
Article III as to itself and its Restricted Subsidiaries.

                  (c)      Immediately upon consummation of the Restructuring,
Borrower shall affirm that each component of the Restructuring has been
consummated substantially in accordance with the documentation therefor and all
applicable laws.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Until 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), Borrower covenants and agrees (for itself and its Restricted
Subsidiaries) with the Lenders that, beginning at the earlier of (i) immediately
upon consummation of the Restructuring and (ii) 9:00 a.m. on the day following
the initial funding of Loans hereunder:

                  SECTION 6.01.     Financial Covenants. (a) The Consolidated
Leverage Ratio as of the last day of any period of four consecutive fiscal
quarters of Borrower (commencing with the first fiscal quarter commencing after
the Closing Date) will not exceed 3.50 to 1.00; provided that for the purpose of
determining the foregoing ratio for the fiscal quarters ending June 30, 2003,
September 30, 2003 and December 31, 2003, Consolidated EBITDA for the relevant
period shall be deemed to equal Consolidated EBITDA for such fiscal quarters
(and, in the case of the latter two such determinations, each previous fiscal
quarter commencing after the Closing Date) multiplied by 4, 2 and 4/3,
respectively.

                  (b)      The Consolidated Interest Coverage Ratio for any
period of four consecutive fiscal quarters of Borrower (commencing with the
first fiscal quarter commencing after the Closing

<PAGE>

                                      -40-

Date and, if less, the number of fiscal quarters of Borrower commencing
subsequent to the Closing Date) will not be less than 2.00 to 1.00.

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

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

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

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

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

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

                  SECTION 6.03.     Liens.  Borrower will not, and will not
permit any of its Restricted Subsidiaries, to create, incur, assume or permit to
exist any Lien on any property or asset now owned or hereafter acquired by it,
except:

                  (a)      any Lien on any property or asset of Borrower 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 Borrower and its Restricted Subsidiaries
         with a fair market value in excess of $200,000,000; provided

<PAGE>

                                      -41-

         that any such Liens securing the TWE Loan Facility or the TWE public
         bonds shall secure the obligations hereunder equally and ratably;

                  (b)      any Lien existing on any property or asset prior to
         the acquisition thereof by 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 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 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
         Borrower or any of its Subsidiaries;

                  (d)      [Intentionally left blank]

                  (e)      [Intentionally left blank]

                  (f)      any Copyright Liens existing on the date hereof
         securing obligations specified in the definition thereof;

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

                  (h)      Liens on interests in or investments in any
         Unrestricted Subsidiary or in any other Person that is not a Subsidiary
         of Borrower 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
         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
         Borrower 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 Borrower at such time (it being understood
         that any Lien permitted under any

<PAGE>

                                      -42-

         other clause in this Section 6.03 shall not be included in the
         computation described in this paragraph);

provided, that no such Liens described or otherwise permitted by this Section
6.03 shall secure obligations under the TWE Loan Facility or the TWE public
bonds (or any renewal, refinancing, replacement or refunding thereof) unless the
obligations hereunder are simultaneously secured equally and ratably.

                  SECTION 6.04.     Mergers, Etc. Borrower will not, and will
not permit any of its Restricted Subsidiaries to, merge into or consolidate with
any other Person, or permit any other Person to merge into or consolidate with
it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a
series of transactions) all or a substantial portion of Borrower's consolidated
assets, or all or a substantial portion of the stock of all of its Restricted
Subsidiaries, taken as a whole (in each case, whether now owned or hereafter
acquired), or liquidate or dissolve, unless (i) at the time thereof and
immediately after giving effect thereto no Event of Default shall have occurred
and be continuing and (ii) after giving effect to any such transaction, the
business, taken as a whole, of Borrower and its Restricted Subsidiaries shall
not have been altered in a fundamental and substantial manner from that
conducted by them, taken as a whole, immediately upon consummation of the
Restructuring; provided that (x) Borrower shall not merge into or consolidate
with such other Person, unless Borrower shall survive such consolidation or
merger, and (y) Borrower shall not liquidate or dissolve or permit any Guarantor
to liquidate or dissolve except into Borrower or another Guarantor.

                  SECTION 6.05.     Investments. Borrower will not, and will not
cause or permit any of its Restricted Subsidiaries to, make any Investment if,
before or after giving effect thereto, on a pro forma basis, an Event of Default
shall have occurred and be continuing; provided that, during the continuance of
any such Event of Default and upon 15 or more days' notice to the Administrative
Agents as to the amount and timing of such Investment, Borrower may make
ordinary course Investments in respect of Texas Cable Partners, L.P. and Kansas
City Cable Partners of the type regularly made prior to the Closing Date on
terms substantially similar in all material respects to such Investments.

                  SECTION 6.06.     Restricted Payments. Borrower will not, and
will not cause or permit any of its Restricted Subsidiaries to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment;
provided, however, that (a) so long as after giving effect to the making of such
Restricted Payment, no Event of Default shall have occurred and be continuing on
a pro forma basis, (b) Subsidiaries of Borrower may make Tax Distributions and
(c) Restricted Subsidiaries may pay pro rata dividends on their equity
securities so long as the Borrower or any Restricted Subsidiary receives its pro
rata share thereof (based upon its equity ownership of such class of equity
securities).

                  SECTION 6.07.     Transactions with Affiliates. Borrower will
not, and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into any material transaction with any of its Affiliates,
except (a) transactions entered into prior to the date hereof or contemplated by
any agreement entered into prior to the date hereof, (b) in the ordinary course
of business or at prices and on terms and conditions not less favorable to
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (c) transactions between or among Borrower and its
Restricted Subsidiaries or between or among Restricted Subsidiaries, (d) any
arrangements with

<PAGE>

                                      -43-

officers, directors, representatives or other employees of 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 Credit
Party. Borrower may designate any other of its Subsidiaries (other than a Credit
Party) as Unrestricted Subsidiaries from time to time in compliance with the
provisions of this Section 6.08. 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 Agents 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)      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. 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 Agents
at the time of such designation or re-designation.

                  SECTION 6.09.     Maintenance of Corporate Separateness.
Except as otherwise provided in this Agreement Borrower will not, and will not
permit any of its Subsidiaries to, (a) take any action, or conduct its affairs
in any manner, which is likely to result in the corporate existence of Borrower
or any other Restricted Subsidiary being ignored, or in the assets and
liabilities of Borrower or any of its Restricted Subsidiaries being
substantively consolidated with those of any other Person, in a bankruptcy,
reorganization or other insolvency proceeding; or (b) fail to maintain ownership
of all of its principal assets utilized in its business (including franchise
agreements) and maintain ownership in Borrower's or such Subsidiary's name
including, without limitation, legal title, or (c) permit any Credit Party to
make any payment to any creditor of AOLTW or any Unrestricted Subsidiary, or for
AOLTW or any Unrestricted Subsidiary to make any payment to any creditor of
Borrower; or (d) except for such arrangements existing immediately upon
consummation of the Restructuring, provide any direct or indirect guarantee or
other credit support for any Indebtedness or other obligations of AOLTW or any
Unrestricted Subsidiary.

                                  ARTICLE VII

                                EVENTS OF DEFAULT

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

                  (a)      Borrower shall fail to pay any principal of any Loan
         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>

                                      -44-

                  (b)      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 VII) 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)      Borrower shall fail to observe or perform any
         covenant, condition or agreement contained in Sections 5.02, 5.03 (with
         respect to its or any Guarantor's existence), 5.13 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
         VII), and such failure shall continue unremedied for a period of 30
         days after notice thereof from the Administrative Agents (given at the
         request of any Lender) to Borrower;

                  (f)      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)      (I) 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 or (II) a default or
         event of default exists or has occurred under the TWE Loan Facility;

                  (h)      an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed seeking (i) liquidation,
         reorganization or other relief in respect of Borrower or any Material
         Subsidiary of Borrower 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 Borrower or any Material Subsidiary
         of Borrower 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)      Borrower or any Material Subsidiary of Borrower shall
         (i) voluntarily commence any proceeding or file any petition seeking
         liquidation, reorganization or other relief

<PAGE>

                                      -45-

         under any Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law now or hereafter in effect, (ii) consent to
         the institution of, or fail to contest in a timely and appropriate
         manner, any proceeding or petition described in clause (h) of this
         Article VII, (iii) apply for or consent to the appointment of a
         receiver, trustee, custodian, sequestrator, conservator or similar
         official for Borrower or any Material Subsidiary of Borrower 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)      Borrower or any Material Subsidiary of Borrower 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
         Borrower, any Material Subsidiary of Borrower or any combination
         thereof or any action shall be legally taken by a judgment creditor
         (whose liquidated judgment, along with that of any other judgment
         creditor's, exceeds $200,000,000) to attach or levy upon any assets of
         Borrower or any Material Subsidiary of Borrower 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 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 of any Guarantor shall cease, for any reason, to be in full
         force and effect or any Credit Party shall so assert;

                  (n)      a Change in Control shall occur; or

                  (o)      each component of the Restructuring shall not have
been consummated substantially in accordance with the documentation therefor and
all applicable laws by 9:00 a.m., New York City time, on the day following the
making of the Loans under this Agreement;

then, and in every such event (other than an event with respect to Borrower
described in clause (h) or (i) of this Article VII, or an event described in
clause (o) of this Article VII), and at any time thereafter during the
continuance of such event, the Administrative Agents may, and at the request of
the Required Lenders shall, by notice to Borrower, take either of the following
actions (as applicable): (i) prior to funding of Loans on the Closing Date,
terminate the Commitments, and thereupon the Commitments shall terminate
immediately, or, if any Loans are outstanding, (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 Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by Borrower;

<PAGE>

                                      -46-

and in case of any event with respect to Borrower described in clause (h) or (i)
of this Article VII, or an event described in clause (o) of this Article VII,
occurring (a) prior to the Closing Date, the Commitments shall automatically
terminate, and (b) after the Closing Date, the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other
obligations of Borrower accrued hereunder, shall automatically become due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby waived by Borrower.

                                  ARTICLE VIII

                                   THE AGENTS

                  Each of the Lenders hereby irrevocably appoints the
Administrative Agents and the Paying Agent, if any, as its agents or agent, as
the case may be, and authorizes the Administrative Agents and the Paying Agent,
if any, to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agents and the Paying Agent, if any, by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

                  Each party 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 party and its
Affiliates may accept deposits from, lend money to and generally engage in any
kind of business with Borrower or any Affiliate thereof as if it were not an
Agent hereunder.

                  The Administrative Agents and the Paying Agent, if any, shall
not have any duties or obligations except those expressly set forth herein.
Without limiting the generality of the foregoing, (a) the Administrative Agents
and the Paying Agent, if any, shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(b) the Administrative Agents and the Paying Agent, if any, shall not have any
duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby that the
Administrative Agents and the Paying Agent, if any, are required to exercise in
writing by the Required Lenders (or, if so specified by this Agreement, all the
Lenders), and (c) except as expressly set forth herein, the Administrative
Agents and the Paying Agent, if any, shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to any
of Borrower or its Subsidiaries that is communicated to or obtained by the banks
serving as Administrative Agents and the Paying Agent, if any, or any of their
Affiliates in any capacity. The Administrative Agents and the Paying Agent, if
any, shall not be liable for any action taken or not taken by them with the
consent or at the request of the Required Lenders (or, if so specified by this
Agreement, all the Lenders) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agents and the Paying Agent, if any,
shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agents and the Paying Agent, if
any, by Borrower or a Lender, and the Administrative Agents and the Paying
Agent, if any, shall not be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Credit Document, (ii) the contents
of any certificate, report or other document delivered under any Credit Document
or in connection therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth in the Credit
Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Credit Document or any other agreement, instrument or document, or (v) the
satisfaction of any condi-

<PAGE>

                                      -47-

tion set forth in Article IV or elsewhere herein, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agents and the
Paying Agent, if any.

                  The Administrative Agents and the Paying Agent, if any, shall
be entitled to rely upon, and shall not incur any liability for relying upon,
any notice, request, certificate, consent, statement, instrument, document or
other writing believed by it to be genuine and to have been signed or sent by a
proper Person. An initial list of the proper Persons with respect to Borrower
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 Agents and the Paying Agent, if any, also
may rely upon any statement made to them orally or by telephone and believed by
them 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 or in the case of an Interest
Election, complies with the requirement of Section 2.07, as the case may be, in
all material respects (it being understood that oral notices of borrowing will
be confirmed in writing by Borrower in accordance with Sections 2.03 and 2.07,
as the case may be. The Administrative Agents and the Paying Agent, if any, may
consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by them, and shall not be liable for any
action taken or not taken by them in accordance with the advice of any such
counsel, accountants or experts.

                  The Administrative Agents and the Paying Agent, if any, may
perform any and all its duties and exercise their rights and powers by or
through any one or more sub-agents appointed by the Administrative Agents and
the Paying Agent, if any. The Administrative Agents and the Paying Agent, if
any, and any such sub-agents may perform any and all their duties and exercise
their rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agents and to the Related Parties of the Administrative Agents and the
Paying Agent, if any, and any such sub-agents, 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 Agents
and the Paying Agent, if any.

                  Subject to the appointment and acceptance of successor
Administrative Agents and the Paying Agent, if any, as provided in this
paragraph, an Administrative Agent and the Paying Agent, if any, may resign at
any time by notifying the Lenders and Borrower. Upon any such resignation, the
Required Lenders shall have the right, in consultation with Borrower, to appoint
a successor which, so long as no Event of Default is continuing, shall be
reasonably acceptable to Borrower. 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 and Paying Agent, if any, gives notice
of its resignation, then the retiring Administrative Agent and Paying Agent, if
any, may, on behalf of the Lenders, appoint a successor Administrative Agent and
Paying Agent, if any, 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 and Paying Agent, if any, hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent and Paying Agent, if
any, and the retiring Administrative Agent and Paying Agent, if any, shall be
discharged from its duties and obligations hereunder. The fees payable by
Borrower to a successor Administrative Agent and Paying Agent, if any, shall be
the same as those payable to its predecessor unless otherwise agreed between
Borrower and such successor. After an

<PAGE>

                                      -48-

Administrative Agent's and Paying Agent's, if any, resignation hereunder, the
provisions of this Article VIII and Section 9.03 shall continue in effect for
the benefit of such retiring Administrative Agent and Paying Agent, if any, 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 and
Paying Agent, if any.

                  The Lenders agree to indemnify each Agent in its capacity as
such (to the extent not reimbursed by Borrower and without limiting the
obligation of Borrower to do so), ratably according to their Applicable
Percentage on the date on which indemnification is sought under this Article
VIII (or, if indemnification is sought after the date upon which the Loans shall
have been paid in full, ratably in accordance with their Applicable Percentage
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 Section shall survive the payment of the Loans and all other
amounts payable hereunder.

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

                                   ARTICLE IX

                                  MISCELLANEOUS

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

                  (a)      if to Borrower, to it at 290 Harbor Drive, Stamford,
         CT 06902, Attention of Chief Financial Officer (Facsimile No. (203)
         328-4029); with copies to General Counsel, 290 Harbor Drive, Stamford,
         CT 06902 (Facsimile No. (203) 328-4094) and AOL Time Warner Inc., 75
         Rockefeller Plaza, New York, NY 10019, Attention of Treasurer
         (Facsimile No. (212) 489-4712);

<PAGE>

                                      -49-

                  (b)      if to the Administrative Agents or the Paying Agent,
         if any, (i) to Deutsche Bank AG, New York Branch, 90 Hudson Street,
         Jersey City, NJ 07302, Attention: Joe Cusmai (Facsimile No. (201)
         593-2202), and (ii) to Citicorp North America, Inc., 2 Penn's Way, New
         Castle, Delaware 19270, Attention: Diane Stewart (Facsimile No. (212)
         994-0847) for both Base Rate and Eurocurrency Borrowings.

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

                  (d)      if to the Paying Agent, to the address (or facsimile
         number) listed at the time of appointment by the Administrative Agents.

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

                  SECTION 9.02.     Waivers; Amendments. (a) No failure or delay
by the Administrative Agents or the Paying Agent, if any, 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 Agents and the
Paying Agent, if any, 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 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 shall not
be construed as a waiver of any Default, regardless of whether the
Administrative Agents and the Paying Agent, if any, 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 Borrower and the Required Lenders or by Borrower and the
Administrative Agents or the Paying Agent, as the case may be, with the consent
of the Required Lenders; provided that no such agreement shall (i) increase the
Commitment of any Lender without the written consent of such Lender, (ii) reduce
the principal amount of any Loan or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) reduce or limit the obligations of the Guarantor under
the Guarantee or otherwise limit the Guarantor's liability with respect to the
obligations owing to the Administrative Agents, the Paying Agent, if any, and
the Lenders, without the written consent of each Lender affected thereby, (iv)
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,
(v) 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, or (vi) change any of the provisions of this Section or the definition
of "Required

<PAGE>

                                      -50-

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 Agents and the
Paying Agent, if any, hereunder without the prior written consent of the
Administrative Agents and the Paying Agent, if any.

                  SECTION 9.03.     Expenses; Indemnity; Damage Waiver. (a)
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Arrangers, the Administrative Agents and the Paying Agent, if any, and their
Affiliates, including the reasonable fees, charges and disbursements of Cahill
Gordon & Reindel, counsel for the Administrative Agents and the Paying Agent, if
any, in connection with 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 the syndication of the credit facilities provided for herein,
and (ii) all out-of-pocket expenses incurred by the Agents or the Lenders,
including the reasonable fees, charges and disbursements of any counsel for the
Agents 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 hereunder, including in connection
with any workout, restructuring or negotiations in respect thereof, it being
understood that the Agents and the Lenders shall use, and Borrower 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)      Borrower shall indemnify each Agent 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 the
use of, or the proposed use of, the proceeds therefrom, (iii) any actual or
alleged presence or release of Hazardous Materials on or from any property owned
or operated by any of Borrower or its Subsidiaries, or any Environmental
Liability related in any way to any of Borrower or its Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.

                  (c)      To the extent that Borrower fails to pay any amount
required to be paid by them to the Administrative Agents or the Paying Agent, as
the case may be, under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agents or the Paying Agent, 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

<PAGE>

                                      -51-

be, was incurred by or asserted against the Administrative Agents or the Paying
Agent, as the case may be, in their capacity as such.

                  (d)      To the extent permitted by applicable law, Borrower
shall not assert, and 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. This Section 9.03 shall in no way limit
any other reimbursement or expense payment obligations separately agreed upon
between Borrower and the Administrative Agents and the Paying Agent, if any.

                  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, 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); provided that the
Lenders acknowledge and agree that Time Warner Cable Inc. is a permitted
successor of MOTH Holdings, Inc. 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 and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agents or the Paying Agent, as the case may be, and the Lenders)
any legal or equitable right, remedy or claim under or by reason of this
Agreement.

                  (b)      Any Lender may assign, and may sell participations
in, its rights and obligations under this Agreement. Each Lender other than a
Conduit Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of 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 Borrower and the
Administrative Agents or the Paying Agent, as the case may be, must give its
prior written consent to such assignment (which consent shall not be
unreasonably withheld or delayed), (ii) except in the case of an assignment to a
Lender or an Affiliate of a Lender or an assignment of the entire remaining
balance of the Loans at any time owing to the assigning Lender, each assignment
shall not be less than an aggregate principal amount of $5,000,000, (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 Loans at any time owing to the
assigning Lender, the remaining principal amount of the Loans at any time owing
to the assigning Lender after giving effect to such assignment shall not be less
than $5,000,000 unless, in the case of clauses (ii) or (iii), each of Borrower
and the Administrative Agents or the Paying Agent, as the case may be, 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 Closing Date, the parties to each assignment
shall execute and deliver to the Administrative Agents or the Paying Agent, as
the case may be, an Assignment and Acceptance, together with a processing and
recordation fee of $3,500 (which fee shall be waived in respect of any
assignment effected pursuant to the initial syndication of the Loans), and (vi)
the as-

<PAGE>

                                      -52-

signee, if it shall not be a Lender, shall deliver to the Administrative Agents
or the Paying Agent, as the case may be, an Administrative Questionnaire;
provided, further, that any consent of Borrower 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, nor shall Borrower have any
consent right (although it shall have a consultation right) in connection with
any assignments effected as part of the initial syndication of the Loans. 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.
Notwithstanding the foregoing, either of DBCI or CNAI may at any time assign or
participate their Loans to one another or to any of their Affiliates.

                  (c)      The Administrative Agents, or the Paying Agent, as
the case may be, acting for this purpose as agents of Borrower, shall maintain
at one of their offices in The City of New York a copy of each Assignment and
Acceptance delivered to them and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amount of the
Loans owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and Borrower, the
Administrative Agents or the Paying Agent, as the case may be, 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 Agents or the Paying Agent, as
the case may be, shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

                  (e)      Any Lender other than a Conduit Lender may, without
the consent of Borrower or the Administrative Agents or the Paying Agent, as the
case may be, 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) Borrower, the
Administrative Agents or the Paying Agent, as the case may be, 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

<PAGE>

                                      -53-

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, 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. Notwithstanding the foregoing, either of DBCI or CNAI may at any time
assign or participate their Loans to one another or to one of their affiliates.

                  (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 Borrower's 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 Borrower is notified of the participation sold to such Participant and
such Participant agrees, for the benefit of Borrower, 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)      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)      Borrower, each Lender and the Administrative Agents
or the Paying Agent, as the case may be, hereby confirm that they will not
institute against a Conduit Lender or join any other Person in instituting
against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceeding under any state bankruptcy or similar law, for one
year and one day after the payment in full of the latest maturing commercial
paper note issued by such Conduit Lender; provided, however, that each Lender
designating any Conduit Lender hereby agrees to indemnify, save and hold
harmless each other party hereto for any loss, cost, damage or expense arising
out of its inability to institute such a proceeding against such Conduit Lender
during such period of forbearance.

                  SECTION 9.05.     Survival. All covenants, agreements,
representations and warranties made by the Credit Parties herein and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the
making of any Loans, regardless of any investigation made by any such other
party or on its behalf and notwithstanding that the Administrative Agents and
the Paying Agent, if any, 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

<PAGE>

                                      -54-

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.
The letter agreements dated March 31, 2003 (the "Separate Letter Agreements") by
and among Borrower and the Agents shall survive and remain in full force and
effect to the extent set forth in such letter agreements 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. Each of the Agents and Lenders hereby
acknowledges and agrees that, after consummation of the Restructuring, Comcast
and its affiliates (other than, for the avoidance of doubt, TWC and its
subsidiaries), and its and their directors, officers, employees and other
representatives, will have no liabilities or obligations to the Agents and
Lenders or any other Lender under any Credit Document or any closing
documentation delivered in connection with this Agreement.

                  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 Agents and the Paying Agent, if any, and when the
Administrative Agents and the Paying Agent, if any, 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 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>

                                      -55-

                  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)      Borrower and each Credit Party hereby irrevocably and
unconditionally submits, for itself and its property, to the 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)      Borrower and 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 Agents 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,

<PAGE>

                                      -56-

legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential, subject to an
authorization to disclose the U.S. tax treatment and U.S. tax structure of this
Agreement and the Loans on the same terms as provided below in this paragraph),
(b) to the extent requested by any regulatory authority or self-regulatory body,
(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, Borrower 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
Borrower 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
Borrower 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 Agents or any Lender on a nonconfidential basis from a source
other than Borrower. Notwithstanding anything herein or elsewhere to the
contrary, the Agents, the Lenders and the Borrower, and their respective
employees, representatives and agents may disclose to any and all persons,
beginning immediately upon commencement of our discussions and without
limitation of any kind, the U.S. tax treatment and U.S. tax structure (as
defined in Treasury Regulations Sections 1.6011-4(c)(8) and (9)) of this
Agreement and the Loans, and all materials of any kind (including opinions or
other tax analyses) that are provided to the Agents, the Lenders and the
Borrower relating to such U.S. tax treatment and U.S. tax structure. For the
purposes of this Section, "Information" means all information received from
Borrower, whether oral or written, relating to Borrower or its business, other
than any such information that is available to the Administrative Agents or any
Lender on a nonconfidential basis prior to disclosure by Borrower, provided
that, in the case of information received from Borrower after the date hereof,
such information is clearly identified at the time of delivery as confidential.
Any Person required to maintain the confidentiality of Information as provided
in this Section shall be considered to have complied with its obligation to do
so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information, including in accordance with Regulation FD as
promulgated by the SEC.

                  SECTION 9.13.     Acknowledgments.  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 Agents nor any Lender has
         any fiduciary relationship with or duty to such Person arising out of
         or in connection with this Agreement or any of the other Credit
         Documents, and the relationship between Administrative Agents and
         Lenders, on one hand, and such Person, on the other hand, in connection
         herewith or therewith is solely that of debtor and creditor; and

<PAGE>

                                      -57-

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

                           [Signature page follows.]

<PAGE>

                                      -58-

                  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.

                                 MOTH HOLDINGS, INC.

                                 By: /s/ Landel Hobbs
                                     --------------------------------------
                                     Name:  Landel Hobbs
                                     Title: Executive Vice President and
                                            Chief Financial Officer

                                 DEUTSCHE BANK AG, NEW YORK BRANCH,
                                   as Co-Administrative Agent

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

                                 By: /s/ Peter Eschmann
                                     --------------------------------------
                                     Name:  Peter Eschmann
                                     Title: Vice President

                                 CITICORP NORTH AMERICA, INC.
                                     as Co-Administrative Agent and Lender

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

                                 DEUTSCHE BANK AG, CAYMAN
                                   ISLANDS BRANCH
                                   as Lender

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

                                 By: /s/ Peter Eschmann
                                     -------------------------------------
                                     Name:  Peter Eschmann
                                     Title: Vice President

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
Lender Name and Address                          Commitment      Applicable Percentage
--------------------------------------------------------------------------------------
<S>                                            <C>               <C>
Citicorp North America, Inc.                   $1,050,000,000             50%

388 Greenwich Street
New York, NY 10013
--------------------------------------------------------------------------------------
Deutsche Bank AG, Cayman Islands Branch        $1,050,000,000             50%

31 West 52nd Street
New York, NY 10019
--------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(A)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                             THE BORROWING NOTICE (PURSUANT AND SUBJECT TO
                             SECTION 2.03) OR AN INTEREST RATE ELECTION      PREPAYMENT NOTICE (PURSUANT TO
                             (PURSUANT TO SECTION 2.07) MUST BE GIVEN NOT    SECTION 2.10) MUST BE GIVEN NOT
LOAN TYPE:                   LATER THAN:                                     LATER THAN:
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>                                             <C>
Any Eurocurrency Loan        11:00 a.m. New York City time three Business    12:00 p.m. New York City time three
                             Days before (i) the Closing Date or (ii) the    (3) Business Days before the date of
                             effective date of the Interest Rate Election.   prepayment.
-----------------------------------------------------------------------------------------------------------------
Base Rate Loan               (i) 11:00 a.m. New York City time three         12:00 p.m. New York City time one
                             Business Days before the Closing Date or (ii)   (1) Business Day before the date of
                             10:00 a.m. New York City time on the            prepayment.
                             effective date of the Interest Rate Election.
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                SCHEDULE 2.03(B)

                     AUTHORIZED ACCOUNT NUMBERS & LOCATIONS

<TABLE>
-----------------------------------------------------------------------
<S>                                   <C>
Bank                                  Citicorp North America, Inc.

Address:                              388 Greenwich Street
                                      New York, NY  10013

Account Number:                       4058-0089

Sort code:                            021000089
-----------------------------------------------------------------------
</TABLE>

<TABLE>
-----------------------------------------------------------------------
<S>                                   <C>
Bank:                                 Deutsche Bank AG, New York Branch

Address:                              31 West 52nd Street
                                      New York, NY  10019

Account Number:                       60200119

Sort code:                            021-00-1033
-----------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                   SCHEDULE 6.08

                            UNRESTRICTED SUBSIDIARIES

TWEAN Subsidiary, LLC

<PAGE>

                                                                      SCHEDULE 8

                             LIST OF PROPER PERSONS

Name                                        Title
----                                        -----

Landel Hobbs                                Exec. Vice President and CFO

</TEXT>
</DOCUMENT>
