Parent Agreement - TIME WARNER INC. - 11-14-2002

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Parent Agreement - TIME WARNER INC. - 11-14-2002 Powered By Docstoc
					EXHIBIT 10.8

FORM OF PARENT AGREEMENT AMONG TIME WARNER CABLE INC., AOL TIME WARNER INC. AND AT&T CORP. DATED AS OF: [ ], 200[ ]

TABLE OF CONTENTS
Pa -1. 2. 3. Definitions..................................................................................... Actions Requiring Consent of AOLTW.............................................................. Certain Rights of AT&T.......................................................................... 3.1 Independent Directors.................................................................. 3.2 Financial Statements and Other Information............................................. AOLTW Covenants................................................................................. 4.1 Tender Offers and Exchange Offers...................................................... 4.2 Mergers................................................................................ 4.3 TWE Public Debt........................................................................ 4.4 Closing Date Balance Sheet............................................................. Miscellaneous................................................................................... 5.1 Notices................................................................................ 5.2 Successors and Assigns................................................................. 5.3 Amendment and Waiver................................................................... 5.4 Counterparts; Effectiveness...........................................................1 5.5 Specific Performance..................................................................1 5.6 Headings..............................................................................1 5.7 Governing Law.........................................................................1 5.8 Jurisdiction..........................................................................1 5.9 WAIVER OF JURY TRIAL..................................................................1 5.10 Severability..........................................................................1 5.11 Rules of Construction.................................................................1 5.12 Entire Agreement; No Third Party Beneficiaries........................................1 5.13 [Effect of AT&T - Comcast Merger......................................................1 5.14 Termination...........................................................................1 5.15 Further Assurances....................................................................1

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PARENT AGREEMENT

TABLE OF CONTENTS
Pa -1. 2. 3. Definitions..................................................................................... Actions Requiring Consent of AOLTW.............................................................. Certain Rights of AT&T.......................................................................... 3.1 Independent Directors.................................................................. 3.2 Financial Statements and Other Information............................................. AOLTW Covenants................................................................................. 4.1 Tender Offers and Exchange Offers...................................................... 4.2 Mergers................................................................................ 4.3 TWE Public Debt........................................................................ 4.4 Closing Date Balance Sheet............................................................. Miscellaneous................................................................................... 5.1 Notices................................................................................ 5.2 Successors and Assigns................................................................. 5.3 Amendment and Waiver................................................................... 5.4 Counterparts; Effectiveness...........................................................1 5.5 Specific Performance..................................................................1 5.6 Headings..............................................................................1 5.7 Governing Law.........................................................................1 5.8 Jurisdiction..........................................................................1 5.9 WAIVER OF JURY TRIAL..................................................................1 5.10 Severability..........................................................................1 5.11 Rules of Construction.................................................................1 5.12 Entire Agreement; No Third Party Beneficiaries........................................1 5.13 [Effect of AT&T - Comcast Merger......................................................1 5.14 Termination...........................................................................1 5.15 Further Assurances....................................................................1

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PARENT AGREEMENT PARENT AGREEMENT, dated as of [ ], 200[ ], among AOL Time Warner Inc., a Delaware corporation ("AOLTW"), AT&T(1) Corp., a New York corporation, and Time Warner Cable Inc., a Delaware corporation (the "Company"). WHEREAS, AOLTW, AT&T, the Company, and the other parties named therein have entered into a Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), pursuant to which the parties will, among other things, restructure and recapitalize the Company; and WHEREAS, the parties wish to grant certain rights to AOLTW and AT&T in respect of the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement, as the same may be amended, supplemented or modified in accordance with

PARENT AGREEMENT PARENT AGREEMENT, dated as of [ ], 200[ ], among AOL Time Warner Inc., a Delaware corporation ("AOLTW"), AT&T(1) Corp., a New York corporation, and Time Warner Cable Inc., a Delaware corporation (the "Company"). WHEREAS, AOLTW, AT&T, the Company, and the other parties named therein have entered into a Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), pursuant to which the parties will, among other things, restructure and recapitalize the Company; and WHEREAS, the parties wish to grant certain rights to AOLTW and AT&T in respect of the Company. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement, as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble to this Agreement. "AT&T" means AT&T Corp., a New York corporation; provided that, except as otherwise specifically provided herein, following consummation of the AT&T - Comcast Merger, all references to "AT&T" shall mean AT&T Comcast and shall no longer mean AT&T Corp. "AT&T Comcast" means AT&T Comcast Corporation, a Pennsylvania corporation. (1) In the event that the AT&T - Comcast Merger is completed prior to the execution hereof, AT&T Comcast shall replace AT&T as a signatory to this Agreement. 2 "AT&T - Comcast Merger" has the meaning set forth in the Restructuring Agreement. "Attribution Entity" means (i) any Managed Entity other than a Managed 50% Entity or (ii) any other Person (other than a Subsidiary of the Company or a Managed Entity) of which the Company owns, directly or indirectly, at least 20% of the outstanding equity. "Board of Directors" means the Board of Directors of the Company. "Business Combination" means a merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar corporate transaction. Notwithstanding the foregoing, a Business Combination shall include any transaction effected pursuant to Section 253 of the General Corporation Law of the State of Delaware. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close.

2 "AT&T - Comcast Merger" has the meaning set forth in the Restructuring Agreement. "Attribution Entity" means (i) any Managed Entity other than a Managed 50% Entity or (ii) any other Person (other than a Subsidiary of the Company or a Managed Entity) of which the Company owns, directly or indirectly, at least 20% of the outstanding equity. "Board of Directors" means the Board of Directors of the Company. "Business Combination" means a merger, consolidation, share exchange, business combination, reorganization, recapitalization or similar corporate transaction. Notwithstanding the foregoing, a Business Combination shall include any transaction effected pursuant to Section 253 of the General Corporation Law of the State of Delaware. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in the State of New York are authorized or required by law or executive order to close. "Charter Documents" means the Restated Certificate of Incorporation and the By-laws of the Company as in effect from time to time. "Class A Common Stock" means the Class A Common Stock, par value $0.01 per share, of the Company. "Class B Common Stock" means the Class B Common Stock, par value $0.01 per share, of the Company. "Common Stock" means the Class A Common Stock and Class B Common Stock of the Company. "Company" has the meaning set forth in the preamble to this Agreement. "EBITDA" means, at any time of measurement, with respect to any Person, for the twelve months ending on the last day of the most recent fiscal quarter for which such information is available, operating income plus depreciation and amortization of such Person, in each case determined in accordance with GAAP as applied as of the date hereof and consistent with the presentation and manner of calculation in the consolidated statement of operations contained in the consolidated financial statements included in the Form 10-Q filed by TWE for the period ended June 30, 2002. "EBITDAR" means, EBITDA plus Rental Expense. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

3 "GAAP" means generally accepted accounting principles in the United States in effect from time to time. "Governmental Authority" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign. "Incurrence" has the meaning set forth in Section 2 of this Agreement. "Indebtedness" means, with respect to any Person, (a) any obligation of such Person (i) for borrowed money, (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, (iii) for the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business or (iv) under any lease or similar arrangement that would be required to be accounted for by the lessee as a capital lease in accordance with GAAP; (b) any guarantee (or keepwell agreement) by such Person of any indebtedness

3 "GAAP" means generally accepted accounting principles in the United States in effect from time to time. "Governmental Authority" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign. "Incurrence" has the meaning set forth in Section 2 of this Agreement. "Indebtedness" means, with respect to any Person, (a) any obligation of such Person (i) for borrowed money, (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, (iii) for the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business or (iv) under any lease or similar arrangement that would be required to be accounted for by the lessee as a capital lease in accordance with GAAP; (b) any guarantee (or keepwell agreement) by such Person of any indebtedness of others described in the preceding clause (a); (c) any obligation to reimburse any bank or other Person for amounts paid under a letter of credit or similar instrument (other than those issued in respect of the performance obligations in the ordinary course); and (d) any preferred stock or similar security or equity interest having a preference over the common equity of such Person in a liquidation, dissolution, or winding-up of such Person; provided, however, that any such preferred stock or similar security or equity interest held by AOLTW or its Subsidiaries shall not be deemed Indebtedness of the Company, any Subsidiary or any Managed Entity for so long as it is held by any such Person. "Independent Director" has the meaning set forth in Section 303.01 or any successor provision of the Listed Company Manual of the New York Stock Exchange, as such rules may be amended from time to time. "Initial Offering Date" means the date upon which shares of the Common Stock shall have been sold in an initial public offering (whether a primary or secondary offering) of the Company pursuant to an effective registration statement filed by the Company. "Managed Entity" means any Person in which the Company or any of its Subsidiaries owns any equity and the cable operations of which are managed by the Company or any of its Subsidiaries pursuant to a management or similar agreement or arrangement. Each of the Persons included in the Selected Business shall be deemed not to be a Managed Entity. "Managed 50% Entity" means any Managed Entity in which the Company or any of its Subsidiaries owns 50% or more of the outstanding equity. Without limitation of the foregoing, Texas Cable Partners, L.P. and Kansas City Cable Partners, L.P. shall be deemed to be Managed 50% Entities.

4 "Operating Lease Obligations" means, with respect to any Person, an amount equal to six (6) times such Person's Rental Expense. "Permitted AT&T Disposition" has the meaning set forth in the Restructuring Agreement. "Person" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity or any "group" (as defined under Rule 13d of the Exchange Act). "Rental Expense" means, with respect to any Person, the aggregate amount of rent payable under all leases, the obligation with respect to which is not included under the definition of Indebtedness, of such Person for the twelve (12) months ending on the last day of the calendar month immediately prior to the date of determination. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement.

4 "Operating Lease Obligations" means, with respect to any Person, an amount equal to six (6) times such Person's Rental Expense. "Permitted AT&T Disposition" has the meaning set forth in the Restructuring Agreement. "Person" means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity or any "group" (as defined under Rule 13d of the Exchange Act). "Rental Expense" means, with respect to any Person, the aggregate amount of rent payable under all leases, the obligation with respect to which is not included under the definition of Indebtedness, of such Person for the twelve (12) months ending on the last day of the calendar month immediately prior to the date of determination. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement. "Selected Business" has the meaning set forth in the Restructuring Agreement. "Specified Period" has the meaning set forth in Section 4.3 of this Agreement. "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having voting power to elect a majority of the board of directors or other body performing similar functions are at any time owned by such Person. "TWE" means Time Warner Entertainment Company, L.P., a Delaware limited partnership. "TWE Indenture" means that certain Indenture, dated as of April 30, 1992, by and among Time Warner Inc., a Delaware Corporation, TWE and The Bank of New York, a New York banking corporation, as trustee, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

5 2. Actions Requiring Consent of AOLTW. In addition to any approval required under applicable law or the Charter Documents, the Company will not (and will cause its Subsidiaries and Managed Entities not to) take, approve or otherwise ratify any of the following actions (whether or not such actions have been otherwise approved by the Board of Directors or any committee thereof) without the prior written approval of AOLTW: (a) create, incur, assume (including, without limitation, by acquiring any entity that has outstanding Indebtedness or Rental Expense), enter into or guarantee (each such action, an "Incurrence") any Indebtedness or Rental Expense if the Company's ratio of Indebtedness plus Operating Lease Obligations to EBITDAR then exceeds, or would exceed as a result of such Incurrence, 3:1. For purposes of determining the Company's Indebtedness, Operating Lease Obligations and EBITDAR, there shall be deemed to be included the following: (A) 100% of the Indebtedness, Operating Lease Obligations and EBITDAR of all Subsidiaries of the Company and all Managed 50% Entities and (B) a percentage of Indebtedness, Operating Lease Obligations and EBITDAR of each Attribution Entity equal to the percentage of the equity of such Attribution Entity owned, directly or indirectly, by the Company; provided that (i) in calculating the Company's Indebtedness, no portion of Indebtedness of any Person shall be included in the calculation to the extent the Indebtedness has already been included (whether by guarantee or otherwise) as Indebtedness of the Company in such calculation, (ii) none of the Indebtedness, Operating Lease Obligations, or EBITDAR attributable to the Selected Business shall be included in the Indebtedness, Operating Lease Obligations or EBITDAR of the Company, (iii) this Section 2(a) shall not prohibit or restrict the Incurrence of the Company Indebtedness on the Closing (each, as defined in the Restructuring Agreement) and (iv) no Indebtedness owed by the Company or any of its Subsidiaries or any Managed Entity shall be included if it is owed to AOLTW or any of its Subsidiaries (except to the extent such Subsidiary to which such Indebtedness is owed is not directly or indirectly wholly-owned by AOLTW) or the Company or any of its Subsidiaries or Managed Entities (except to the extent such Subsidiary or Managed Entity to which such Indebtedness is owed is not directly or indirectly wholly-owned by the Company or TWE).

5 2. Actions Requiring Consent of AOLTW. In addition to any approval required under applicable law or the Charter Documents, the Company will not (and will cause its Subsidiaries and Managed Entities not to) take, approve or otherwise ratify any of the following actions (whether or not such actions have been otherwise approved by the Board of Directors or any committee thereof) without the prior written approval of AOLTW: (a) create, incur, assume (including, without limitation, by acquiring any entity that has outstanding Indebtedness or Rental Expense), enter into or guarantee (each such action, an "Incurrence") any Indebtedness or Rental Expense if the Company's ratio of Indebtedness plus Operating Lease Obligations to EBITDAR then exceeds, or would exceed as a result of such Incurrence, 3:1. For purposes of determining the Company's Indebtedness, Operating Lease Obligations and EBITDAR, there shall be deemed to be included the following: (A) 100% of the Indebtedness, Operating Lease Obligations and EBITDAR of all Subsidiaries of the Company and all Managed 50% Entities and (B) a percentage of Indebtedness, Operating Lease Obligations and EBITDAR of each Attribution Entity equal to the percentage of the equity of such Attribution Entity owned, directly or indirectly, by the Company; provided that (i) in calculating the Company's Indebtedness, no portion of Indebtedness of any Person shall be included in the calculation to the extent the Indebtedness has already been included (whether by guarantee or otherwise) as Indebtedness of the Company in such calculation, (ii) none of the Indebtedness, Operating Lease Obligations, or EBITDAR attributable to the Selected Business shall be included in the Indebtedness, Operating Lease Obligations or EBITDAR of the Company, (iii) this Section 2(a) shall not prohibit or restrict the Incurrence of the Company Indebtedness on the Closing (each, as defined in the Restructuring Agreement) and (iv) no Indebtedness owed by the Company or any of its Subsidiaries or any Managed Entity shall be included if it is owed to AOLTW or any of its Subsidiaries (except to the extent such Subsidiary to which such Indebtedness is owed is not directly or indirectly wholly-owned by AOLTW) or the Company or any of its Subsidiaries or Managed Entities (except to the extent such Subsidiary or Managed Entity to which such Indebtedness is owed is not directly or indirectly wholly-owned by the Company or TWE). (b) enter into any agreement or arrangement that (i) binds or purports to bind AOLTW or any of its Affiliates (other than the Company and its Subsidiaries) in any manner, or (ii) would impose significant penalties or restrictions on the Company or its Subsidiaries as a result of any action or omission of AOLTW or its Affiliates (other than the Company or its Subsidiaries). (c) adopt a shareholder rights plan, cause the Company to be subject to Section 203 of the General Corporation Law of the State of Delaware, amend its certificate of incorporation to impose a "fair price provision", or take any similar action.

6 3. Certain Rights of AT&T. 3.1 Independent Directors. Prior to the Initial Offering Date, at least fifty percent (50%) of the Independent Directors serving on the Board of Directors shall, at the time of their nomination to the Board of Directors, be reasonably satisfactory to AT&T; provided that if AT&T does not object in writing to the nomination of any such Independent Directors within five (5) days following receipt of written notice thereof then such Independent Directors shall be deemed to be reasonably satisfactory to AT&T. To the extent possible, such directors shall be Class A Directors (as defined in the Restated Certificate of Incorporation of the Company). 3.2 Financial Statements and Other Information. Until the Initial Offering Date, the Company shall deliver to AT&T: (a) as soon as available, but not later than ninety (90) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, all in reasonable detail and accompanied by a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accounting firm which report shall state without qualification that such financial statements present fairly the consolidated financial condition as of such date and consolidated results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis; and

6 3. Certain Rights of AT&T. 3.1 Independent Directors. Prior to the Initial Offering Date, at least fifty percent (50%) of the Independent Directors serving on the Board of Directors shall, at the time of their nomination to the Board of Directors, be reasonably satisfactory to AT&T; provided that if AT&T does not object in writing to the nomination of any such Independent Directors within five (5) days following receipt of written notice thereof then such Independent Directors shall be deemed to be reasonably satisfactory to AT&T. To the extent possible, such directors shall be Class A Directors (as defined in the Restated Certificate of Incorporation of the Company). 3.2 Financial Statements and Other Information. Until the Initial Offering Date, the Company shall deliver to AT&T: (a) as soon as available, but not later than ninety (90) days after the end of each fiscal year of the Company, a copy of the audited consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the related statements of operations and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous year, all in reasonable detail and accompanied by a management summary and analysis of the operations of the Company for such fiscal year and by the opinion of a nationally recognized independent certified public accounting firm which report shall state without qualification that such financial statements present fairly the consolidated financial condition as of such date and consolidated results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis; and (b) commencing with the first fiscal period ending following the date hereof, as soon as available, but in any event not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited consolidated balance sheet of the Company and its Subsidiaries, and the related statements of operations and cash flows for such quarter and for the period commencing on the first day of the fiscal year and ending on the last day of such quarter, all certified by an appropriate officer of the Company as presenting fairly the consolidated financial condition as of such date and results of operations and cash flows for the periods indicated in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments and the absence of footnotes required by GAAP. 4. AOLTW Covenants. AOLTW hereby agrees as follows: 4.1 Tender Offers and Exchange Offers. For a period of three (3) years following the Initial Offering Date, AOLTW shall not (and shall cause its controlled Affiliates not to) make any tender offer or exchange offer for any shares of Class A Common Stock (or announce any intention to do so) without the approval of a majority of the Independent Directors then serving on the Board of Directors. 4.2 Mergers. For a period of ten (10) years following the Initial Offering Date, AOLTW shall not (and shall cause its controlled Affiliates not to)

7 enter into or effect a Business Combination with the Company without the approval of a majority of the Independent Directors then serving on the Board of Directors. 4.3 TWE Public Debt. In the event that AOLTW or its Subsidiaries (other than the Company and its Subsidiaries) wishes to purchase any debt securities issued by TWE under the TWE Indenture, AOLTW shall first give written notice to the Company of the approximate amount of debt securities it intends to purchase and the general time period within which it intends to purchase such debt securities, which time period shall not be greater than ninety (90) days (the "Specified Period"). The Company shall have five (5) Business Days following receipt of such notice to indicate its good faith intention to purchase such amount of debt securities within the Specified Period. If the Company so indicates, AOLTW shall not, and shall cause its Subsidiaries (other than the Company and its Subsidiaries) not to, purchase any such debt securities within the Specified Time Period and shall thereafter comply with the provisions of this Section 4.3 prior to any subsequent purchase of any debt securities issued under the TWE Indenture. If the Company does not indicate its good faith intention to purchase such debt securities, AOLTW shall be entitled to proceed with its purchase of debt securities for the duration of

7 enter into or effect a Business Combination with the Company without the approval of a majority of the Independent Directors then serving on the Board of Directors. 4.3 TWE Public Debt. In the event that AOLTW or its Subsidiaries (other than the Company and its Subsidiaries) wishes to purchase any debt securities issued by TWE under the TWE Indenture, AOLTW shall first give written notice to the Company of the approximate amount of debt securities it intends to purchase and the general time period within which it intends to purchase such debt securities, which time period shall not be greater than ninety (90) days (the "Specified Period"). The Company shall have five (5) Business Days following receipt of such notice to indicate its good faith intention to purchase such amount of debt securities within the Specified Period. If the Company so indicates, AOLTW shall not, and shall cause its Subsidiaries (other than the Company and its Subsidiaries) not to, purchase any such debt securities within the Specified Time Period and shall thereafter comply with the provisions of this Section 4.3 prior to any subsequent purchase of any debt securities issued under the TWE Indenture. If the Company does not indicate its good faith intention to purchase such debt securities, AOLTW shall be entitled to proceed with its purchase of debt securities for the duration of the Specified Time Period. 4.4 Closing Date Balance Sheet. On or prior to the date that is 120 days following the Closing Date (as defined in the Restructuring Agreement), AOLTW shall cause the Company to prepare and deliver to AT&T a consolidated balance sheet for the Company as of the Closing Date (after giving effect to all transactions consummated at the Closing (as defined in the Restructuring Agreement). 5. Miscellaneous. 5.1 Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Company: Time Warner Cable Inc. 75 Rockefeller Plaza New York, New York 10019-6908 Telecopy: (212) 258-3172 Attention: Executive Vice President and General Counsel

8 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (b) if to AOLTW: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, NY 10019 Telecopy: (212) 258-3172 Attention: Executive Vice President and General Counsel With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (c) if to AT&T prior to closing of the AT&T-Comcast Merger, to: AT&T Corp.

8 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (b) if to AOLTW: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, NY 10019 Telecopy: (212) 258-3172 Attention: Executive Vice President and General Counsel With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 (c) if to AT&T prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000

9 (d) if to AT&T Comcast after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800 or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 5.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that, [except as provided in Section

9 (d) if to AT&T Comcast after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800 or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. 5.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that, [except as provided in Section 5.13,](2) no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto; and provided, further, that the rights granted to AT&T pursuant to Section 3 of this Agreement are personal to it and may not be transferred or assigned except to a Disposition Trust in connection with a Permitted AT&T Disposition (as defined in the Restructuring Agreement) or from such a Disposition Trust to an Affiliate of AT&T. 5.3 Amendment and Waiver. (a) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by (i) the Company (upon a vote of a majority of the Independent Directors then serving on the Board of Directors) , (ii) AOLTW and, (iii) with respect to any amendment, supplement or modification of or of any defined term used in Section 3, Section 4 or this Section 5 of (2) To be deleted if Section 5.13 is deleted upon execution of this Agreement. 10 this Agreement, AT&T. Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and AT&T. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. 5.4 Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. 5.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at Law or in equity.

10 this Agreement, AT&T. Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and AT&T. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. 5.4 Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. 5.5 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at Law or in equity. 5.6 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 5.7 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules of the State of New York. 5.8 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. 5.9 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11 5.10 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 5.11 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 5.12 Entire Agreement; No Third Party Beneficiaries.

11 5.10 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 5.11 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 5.12 Entire Agreement; No Third Party Beneficiaries. (a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. (b) This Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 5.13 [Effect of AT&T - Comcast Merger.(3) Upon consummation of the AT&T - Comcast Merger, the parties hereto acknowledge and agree that all of AT&T Corp.'s rights and obligations hereunder will automatically and without further action of any of the parties hereto be assigned to and assumed by AT&T Comcast. Upon execution of this Agreement by AT&T Comcast, AT&T Comcast will replace AT&T Corp. as a party hereto, and AT&T Corp. shall automatically be released from any and all of its obligations under this Agreement and each of the parties hereto shall execute and deliver such instruments as AT&T Corp. shall reasonably request to evidence such release. 5.14 Termination. Section 2(a) of this Agreement shall terminate at such time as the Indebtedness of the Company is no longer attributable to AOLTW (such determination to be made in AOLTW's reasonable judgment). Sections (3) In the event that the AT&T - Comcast Merger is consummated prior to the execution of this Agreement, this Section 5.13 shall be deleted and the Section numbers in the remainder of the document shall be appropriately adjusted. 12 2(b), 2(c), 4.1, 4.2 and 4.3 of this Agreement shall terminate at such time as the Company is no longer a Subsidiary of AOLTW. 5.15 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Parent Agreement on the date first written above. TIME WARNER CABLE INC.

12 2(b), 2(c), 4.1, 4.2 and 4.3 of this Agreement shall terminate at such time as the Company is no longer a Subsidiary of AOLTW. 5.15 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Parent Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: AT&T CORP. By: Name:

Title:

EXHIBIT 10.9

FORM OF PARTNERSHIP INTEREST SALE AGREEMENT among TIME WARNER CABLE INC., AOL TIME WARNER INC.,

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Parent Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: AT&T CORP. By: Name:

Title:

EXHIBIT 10.9

FORM OF PARTNERSHIP INTEREST SALE AGREEMENT among TIME WARNER CABLE INC., AOL TIME WARNER INC., AT&T CORP. and MEDIAONE OF COLORADO, INC. Dated: [__________], 200[ ]

TABLE OF CONTENTS

EXHIBIT 10.9

FORM OF PARTNERSHIP INTEREST SALE AGREEMENT among TIME WARNER CABLE INC., AOL TIME WARNER INC., AT&T CORP. and MEDIAONE OF COLORADO, INC. Dated: [__________], 200[ ]

TABLE OF CONTENTS
Pa --

1. 2. 3. 4. 5. 6.

Definitions..................................................................................... MediaOne Disposition Rights..................................................................... Appraisal Right................................................................................. Sale Right...................................................................................... Provisions Relating to Common Stock............................................................1 Miscellaneous..................................................................................1

i

PARTNERSHIP INTEREST SALE AGREEMENT PARTNERSHIP INTEREST SALE AGREEMENT (this "Agreement"), dated [__________], 200[ ], among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), MediaOne of Colorado, Inc., a Colorado corporation(1)("MediaOne"), and, solely for the purposes of Section 6(c) hereof, AT&T Corp., a New York corporation(2). WHEREAS, effective as of and in consideration of the closing of the transactions contemplated by the Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), by and among the Company, AOLTW, MediaOne and the other parties thereto, the parties wish to provide for certain rights with respect to the Disposition (as defined below) of the partnership interest (the "Partnership Interest") held by MediaOne or any other MediaOne Partner (as defined below) in Time Warner Entertainment Company, L.P. ("TWE");

TABLE OF CONTENTS
Pa --

1. 2. 3. 4. 5. 6.

Definitions..................................................................................... MediaOne Disposition Rights..................................................................... Appraisal Right................................................................................. Sale Right...................................................................................... Provisions Relating to Common Stock............................................................1 Miscellaneous..................................................................................1

i

PARTNERSHIP INTEREST SALE AGREEMENT PARTNERSHIP INTEREST SALE AGREEMENT (this "Agreement"), dated [__________], 200[ ], among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), MediaOne of Colorado, Inc., a Colorado corporation(1)("MediaOne"), and, solely for the purposes of Section 6(c) hereof, AT&T Corp., a New York corporation(2). WHEREAS, effective as of and in consideration of the closing of the transactions contemplated by the Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), by and among the Company, AOLTW, MediaOne and the other parties thereto, the parties wish to provide for certain rights with respect to the Disposition (as defined below) of the partnership interest (the "Partnership Interest") held by MediaOne or any other MediaOne Partner (as defined below) in Time Warner Entertainment Company, L.P. ("TWE"); WHEREAS, pursuant to the Amended and Restated Agreement of Limited Partnership of TWE, dated the date hereof (as amended from time to time, the "Partnership Agreement"), a MediaOne Partner may Dispose of all or any portion of its Partnership Interest only to a Permitted Entity or, from and after the Transfer Date, in a Permitted Transfer; and WHEREAS, a Disposition in accordance with this Agreement constitutes a Permitted Transfer under the Partnership Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "AAA" has the meaning set forth in Section 3(d)(ii). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with (1) If MediaOne of Colorado has transferred its interest to a Disposition Trust, then the Disposition Trust shall be a party to this Agreement in lieu of MediaOne of Colorado.

PARTNERSHIP INTEREST SALE AGREEMENT PARTNERSHIP INTEREST SALE AGREEMENT (this "Agreement"), dated [__________], 200[ ], among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), MediaOne of Colorado, Inc., a Colorado corporation(1)("MediaOne"), and, solely for the purposes of Section 6(c) hereof, AT&T Corp., a New York corporation(2). WHEREAS, effective as of and in consideration of the closing of the transactions contemplated by the Restructuring Agreement, dated as of August 20, 2002 (the "Restructuring Agreement"), by and among the Company, AOLTW, MediaOne and the other parties thereto, the parties wish to provide for certain rights with respect to the Disposition (as defined below) of the partnership interest (the "Partnership Interest") held by MediaOne or any other MediaOne Partner (as defined below) in Time Warner Entertainment Company, L.P. ("TWE"); WHEREAS, pursuant to the Amended and Restated Agreement of Limited Partnership of TWE, dated the date hereof (as amended from time to time, the "Partnership Agreement"), a MediaOne Partner may Dispose of all or any portion of its Partnership Interest only to a Permitted Entity or, from and after the Transfer Date, in a Permitted Transfer; and WHEREAS, a Disposition in accordance with this Agreement constitutes a Permitted Transfer under the Partnership Agreement. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "AAA" has the meaning set forth in Section 3(d)(ii). "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with (1) If MediaOne of Colorado has transferred its interest to a Disposition Trust, then the Disposition Trust shall be a party to this Agreement in lieu of MediaOne of Colorado. (2) In the event that the AT&T-Comcast Merger is completed prior to the execution hereof, AT&T-Comcast shall replace AT&T as a signatory to this Agreement.

2 respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble. "AOLTW Common Stock" means the common stock, par value $0.01 per share, of AOLTW, or any class of common stock of AOLTW into which such common stock is recapitalized.

2 respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble. "AOLTW Common Stock" means the common stock, par value $0.01 per share, of AOLTW, or any class of common stock of AOLTW into which such common stock is recapitalized. "AOLTW Exercise Notice" has the meaning set forth in Section 3(b). "AOLTW Matching Notice" has the meaning set forth in Section 4(d). "AOLTW Matching Period" has the meaning set forth in Section 4(d). "AOLTW Matching Price" has the meaning set forth in Section 4(d). "AOLTW Matching Right" has the meaning set forth in Section 4(d). "AOLTW Option" has the meaning set forth in Section 3(b). "AOLTW Option Period" has the meaning set forth in Section 3(b). "AOLTW Purchase Price" has the meaning set forth in Section 3(b). "Appraisal Notice" has the meaning set forth in Section 3(a). "Appraisal Right" has the meaning set forth in Section 3(a). "AT&T" means AT&T Corp., a New York corporation; provided that, except as otherwise specifically provided herein, following consummation of the AT&T-Comcast Merger, all references to "AT&T" shall mean AT&T Comcast and shall no longer mean AT&T Corp. "AT&T Comcast" means AT&T Comcast Corporation, a Pennsylvania corporation. "AT&T-Comcast Merger" has the meaning set forth in the Restructuring Agreement. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

3 "Comcast" means Comcast corporation, a Pennsylvania corporation. "Company" has the meaning set forth in the preamble to this Agreement. "Company Matching Notice" has the meaning set forth in Section 4(e). "Company Matching Period" has the meaning set forth in Section 4(e). "Company Matching Price" has the meaning set forth in Section 4(e).

3 "Comcast" means Comcast corporation, a Pennsylvania corporation. "Company" has the meaning set forth in the preamble to this Agreement. "Company Matching Notice" has the meaning set forth in Section 4(e). "Company Matching Period" has the meaning set forth in Section 4(e). "Company Matching Price" has the meaning set forth in Section 4(e). "Company Matching Right" has the meaning set forth in Section 4(e). "Company Purchase Price" has the meaning set forth in Section 3(c). "Disposition" means any direct or indirect sale, assignment, alienation, gift, exchange, conveyance, transfer, pledge, hypothecation or other disposition, monetization or encumbrance whatsoever, whether voluntary or involuntary, direct or indirect, including through a Subsidiary or by means of an equity offering by any such Subsidiary. The term "Dispose" shall mean to make a Disposition. "Disposition Trust" has the meaning set forth in the Restructuring Agreement. "Investment Banking Firm" means an investment banking firm of national reputation. "MediaOne" has the meaning set forth in the preamble. "MediaOne Partner" has the meaning set forth in the Partnership Agreement. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "NYSE" means the New York Stock Exchange. "Offered Interest" has the meaning set forth in Section 3(a). "Offered Interest FMV" has the meaning set forth in Section 3(d). "Partnership Agreement" has the meaning set forth in the recitals. "Partnership Interest" has the meaning set forth in the recitals. "Permitted Transferee" has the meaning set forth in the Partnership Agreement.

4 "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization, including a government entity or any department, agency or political subdivision thereof. "Prohibited Activity" means, with respect to any closing of a Disposition of an Offered Interest pursuant to Section 3 or 4 hereof with respect to which AOLTW and/or the Company has delivered a Stock Election Notice pursuant to Section 5(a): (a) any purchase or sale, in open market transactions, private transactions, or otherwise, during the period beginning on (and including) the day that is seventeen (17) Trading Days prior to the closing of such Disposition and ending on (and including) on the day that is two (2) Trading Days prior to such closing (such period, the "Valuation Period"), of (i) any shares of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable (i.e., if the applicable shares are to be delivered in full or partial satisfaction of the purchase

4 "Person" means an individual, corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization, including a government entity or any department, agency or political subdivision thereof. "Prohibited Activity" means, with respect to any closing of a Disposition of an Offered Interest pursuant to Section 3 or 4 hereof with respect to which AOLTW and/or the Company has delivered a Stock Election Notice pursuant to Section 5(a): (a) any purchase or sale, in open market transactions, private transactions, or otherwise, during the period beginning on (and including) the day that is seventeen (17) Trading Days prior to the closing of such Disposition and ending on (and including) on the day that is two (2) Trading Days prior to such closing (such period, the "Valuation Period"), of (i) any shares of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable (i.e., if the applicable shares are to be delivered in full or partial satisfaction of the purchase price), or (ii) any securities convertible into or exchangeable for or derivative of shares of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable, (other than, in each case, (A) shares issued or acquired pursuant to employee stock options granted to directors, officers or employees or (B) sales or other Dispositions of shares by directors, officers or employees) or (b) any other action taken intentionally for the purpose of manipulating the price of AOLTW Common Stock or Time Warner Cable Common Equity, as applicable, during the Valuation Period. "Prospective Purchaser" has the meaning set forth in Section 4(b). "Restructuring Agreement" has the meaning set forth in the recitals. "Sale Notice" has the meaning set forth in Section 4(b). "Sale Price" has the meaning set forth in Section 4(b). "Sale Right" has the meaning set forth in Section 4(a). "Selling Partner" has the meaning set forth in Section 2. "Stock Election Notice" has the meaning set forth in Section 5(a). "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person. "Time Warner Cable Common Stock" means the Class A Common Stock, par value $0.01 per share, of the Company, or any class of common stock into which such common stock is recapitalized. "Time Warner Cable Class B Common Stock" means the Class B Common Stock, par value $0.01 per share, of the Company, or any class of common stock into which such common stock is recapitalized.

5 "Time Warner Cable Common Equity" means Time Warner Cable Common Stock and Time Warner Cable Class B Common Stock. "Trading Day" has the meaning set forth in Section 5(c). "Trading Value" has the meaning set forth in Section 5(c). "Transfer Date" means the second anniversary of the date hereof. "TWE" has the meaning set forth in the recitals. 2. MediaOne Disposition Rights. Following the Transfer Date, if any MediaOne Partner (any such MediaOne

5 "Time Warner Cable Common Equity" means Time Warner Cable Common Stock and Time Warner Cable Class B Common Stock. "Trading Day" has the meaning set forth in Section 5(c). "Trading Value" has the meaning set forth in Section 5(c). "Transfer Date" means the second anniversary of the date hereof. "TWE" has the meaning set forth in the recitals. 2. MediaOne Disposition Rights. Following the Transfer Date, if any MediaOne Partner (any such MediaOne Partner, a "Selling Partner") wishes to Dispose of all or any portion of its Partnership Interest in accordance with this Agreement, it shall effectuate such Disposition by exercising either its Appraisal Right (as defined in Section 3 (a)) or its Sale Right (as defined in Section 4(a)); provided that (a) no Selling Partner shall be entitled to exercise any Appraisal Right or Sale Right in respect of any Offered Interest (as defined below) while it is pursuing its Sale Right or Appraisal Right, respectively, in respect of such Offered Interest or its Appraisal Right or Sale Right in respect of any other Offered Interest and (b) any Disposition must comply with Section 3.1 of the Partnership Agreement. Prior to the Transfer Date, no MediaOne Partner shall enter into an agreement to Dispose of all or any portion of its Partnership Interest. 3. Appraisal Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Appraisal Right") to Dispose of all or any portion of its Partnership Interest (the "Offered Interest") pursuant to this Section 3 by delivery of written notice (the "Appraisal Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date). (b) For a period of fifteen (15) days after receipt of the Appraisal Notice (the "AOLTW Option Period"), AOLTW shall have the right (the "AOLTW Option") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Purchase Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Offered Interest FMV (as defined in Section 3(d) below). The AOLTW Option shall be exercisable by giving written notice (the "AOLTW Exercise Notice") of the exercise thereof, prior to the expiration of the AOLTW Option Period, to the Selling Partner, with a copy to the Company, which notice shall state the portion of the Offered Interest to be purchased by AOLTW. Upon delivery of the AOLTW Exercise Notice, AOLTW shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the Offered Interest specified in the AOLTW Exercise Notice for the AOLTW Purchase Price. The failure of AOLTW to respond within the AOLTW Option Period shall be deemed to be an election by AOLTW not to purchase any of the Offered Interest and shall be a waiver of the AOLTW Option, provided that AOLTW may elect not to purchase the Offered Interest and to waive its rights under this Section 3 (b) prior to the expiration of the

6 AOLTW Option Period by giving written notice to the Selling Partner, with a copy to the Company. (c) If AOLTW does not elect to purchase all of the Offered Interest, then the Company shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the remaining portion of the Offered Interest for a purchase price (the "Company Purchase Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Offered Interest FMV. (d) The "Offered Interest FMV" shall be determined as follows: (i) Upon delivery of an Appraisal Notice, the Selling Partner shall, by written notice to the Company, designate an Investment Banking Firm to prepare a valuation of the Offered Interest. Within five (5) days of delivery of the Appraisal Notice, the Company shall, by written notice to the Selling Partner, designate a second Investment

6 AOLTW Option Period by giving written notice to the Selling Partner, with a copy to the Company. (c) If AOLTW does not elect to purchase all of the Offered Interest, then the Company shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the remaining portion of the Offered Interest for a purchase price (the "Company Purchase Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Offered Interest FMV. (d) The "Offered Interest FMV" shall be determined as follows: (i) Upon delivery of an Appraisal Notice, the Selling Partner shall, by written notice to the Company, designate an Investment Banking Firm to prepare a valuation of the Offered Interest. Within five (5) days of delivery of the Appraisal Notice, the Company shall, by written notice to the Selling Partner, designate a second Investment Banking Firm to prepare a valuation of the Offered Interest; provided, that if the Company fails to designate an Investment Banking Firm within such 5-day period, the Investment Banking Firm selected by the Selling Partner shall determine the Offered Interest FMV, without regard to the remainder of this Section 3(d), in accordance with the guidelines set forth on Exhibit A. (ii) Within ten (10) days following the designation by the Company of the second Investment Banking Firm pursuant to Section 3(d)(i), if such second Investment Banking Firm has been so designated, the two Investment Banking Firms shall select a third Investment Banking Firm and the Selling Partner and the Company shall engage such third Investment Banking Firm on reasonable and customary terms. If the two Investment Banking Firms are unable to agree on the identity of a third Investment Banking Firm within such 10-day period, or the Selling Partner and the Company are unable to agree as to the terms of engagement for such firm within such period, then either the Selling Partner or the Company may refer the matter to the American Arbitration Association (the "AAA") which shall select such third Investment Banking Firm, and establish the terms of engagement of such firm, within fifteen (15) days following such request; provided that all parties shall be given notice of such referral and afforded the opportunity to participate in any presentations to be made to the AAA. The firm selected by the AAA shall not derive a material portion of its revenues from either the Selling Partner, the Company or any of their respective Affiliates, shall have experience in valuing companies engaged in the same business then engaged in by TWE and shall be engaged on reasonable and customary terms. (iii) No later than thirty (30) days following the delivery of the Appraisal Notice, the Investment Banking Firm selected by the Selling Partner and the Investment Banking Firm selected by the Company shall simultaneously disclose to each other their respective determinations of the fair market value of the Offered Interest, each of which shall be prepared in accordance with the guidelines set forth in Exhibit A; provided, that if either Investment Banking Firm is not prepared to disclose its valuation on such day, the valuation of the Investment Banking Firm that is so

7 prepared shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is no more than 110% of the lower value, such values will be averaged and such average shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is more than 110% of the lower value, then on a day no later than forty (40) days after the delivery of the Appraisal Notice, each of the two Investment Banking Firms will make a presentation to the third Investment Banking Firm, regarding the methodology and conclusions used by it in arriving at its valuation. Each party and such party's Investment Banking Firm shall be entitled to attend the presentation of the other party's Investment Banking Firm. Within five (5) days following the presentations, the third Investment Banking Firm shall determine which valuation more accurately reflects the value of the Offered Interest, and such valuation shall be the Offered Interest FMV and shall be final and binding upon the parties. (iv) Each party will pay the fees and expenses of the Investment Banking Firm it selects and 50% of the fees and expenses of the third Investment Banking Firm. If the parties are unable to agree on the fee payable to the third Investment Banking Firm, the fees shall be set by the AAA and the parties shall each be liable for 50% of such fees.

7 prepared shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is no more than 110% of the lower value, such values will be averaged and such average shall be the Offered Interest FMV. If the amount of the higher of the values determined by the two Investment Banking Firms is more than 110% of the lower value, then on a day no later than forty (40) days after the delivery of the Appraisal Notice, each of the two Investment Banking Firms will make a presentation to the third Investment Banking Firm, regarding the methodology and conclusions used by it in arriving at its valuation. Each party and such party's Investment Banking Firm shall be entitled to attend the presentation of the other party's Investment Banking Firm. Within five (5) days following the presentations, the third Investment Banking Firm shall determine which valuation more accurately reflects the value of the Offered Interest, and such valuation shall be the Offered Interest FMV and shall be final and binding upon the parties. (iv) Each party will pay the fees and expenses of the Investment Banking Firm it selects and 50% of the fees and expenses of the third Investment Banking Firm. If the parties are unable to agree on the fee payable to the third Investment Banking Firm, the fees shall be set by the AAA and the parties shall each be liable for 50% of such fees. (e) The Company will supply, subject to the recipients entering into customary confidentiality agreements, the following information regarding TWE and the Company to the Investment Banking Firms and to the Selling Partner within fifteen (15) days of delivery of the Appraisal Notice (except that information to be provided pursuant to a request under "(4)" below shall be provided as soon as reasonably practicable after the date of such request): (1) 3 years of historical financial statements, (2) current year interim quarterly financial statements, (3) certain operating statistics (e.g. subscribers, homes passed, rebuild status) and (4) other due diligence items that any appraiser may reasonably request (but, with respect to (4), only the extent such information exists or is readily available within the relevant time period). In addition to such information, if, upon the delivery of an Appraisal Notice, the Selling Partner elects in writing to have the Company prepare projections for the Company and TWE for the then-current fiscal year and one (1) prospective year, then the Company shall have sixty (60) days to deliver such projections to the Investment Banking Firms and to the Selling Partner and the 30-day and 40-day time periods set forth in Section 3(d)(iii) shall be adjusted to 75-day and 85-day periods, respectively; provided, that unless the Selling Partner so elects to have the Company prepare projections for the Company and TWE as described in this sentence, then none of the Investment Banking Firms shall utilize projections in determining the value of the Offered Interest, other than projections that have previously been made available (by the Company, analysts or otherwise) to the general public (to the extent that such projections are relevant). The Company shall make its executive officers available for due diligence sessions, as reasonably requested. (f) The consummation of any purchase of the Offered Interest by AOLTW and/or the Company pursuant to this Section 3 shall be held at a single closing at the executive office of the Company at 11:00 a.m., local time, on a

8 Business Day within 30 days following the determination of the Offered Interest FMV pursuant to Section 3(d) (upon at least five (5) days' notice to the Selling Partner); provided, that such period shall be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction (which the parties shall use their respective commercially reasonable efforts to obtain as promptly as practicable), or as provided in Section 5(a); and provided further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, AOLTW and/or the Company shall, severally (with respect to itself) and not jointly, pay to the Selling Partner the AOLTW Purchase Price and/or the Company Purchase Price, as applicable, in respect of the portion of the Offered Interest to be purchased by such party in any combination of (x) cash, which shall be payable by wire transfer of immediately available funds, and (y) validly issued, fully paid and non-assessable shares AOLTW Common Stock (in the case of the AOLTW Purchase Price) or Time Warner Cable Common Stock (in the case of the Company Purchase Price) (the fair market value of which will be determined pursuant to Section 5 below) pursuant to such instruments as may be reasonably necessary to deliver the AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, and in appropriate form for transfer, free and clear of any lien or other encumbrance, and the Selling Partner shall, pursuant to such instruments as may be reasonably necessary, deliver to AOLTW and/or the Company, as applicable, the Offered

8 Business Day within 30 days following the determination of the Offered Interest FMV pursuant to Section 3(d) (upon at least five (5) days' notice to the Selling Partner); provided, that such period shall be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction (which the parties shall use their respective commercially reasonable efforts to obtain as promptly as practicable), or as provided in Section 5(a); and provided further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, AOLTW and/or the Company shall, severally (with respect to itself) and not jointly, pay to the Selling Partner the AOLTW Purchase Price and/or the Company Purchase Price, as applicable, in respect of the portion of the Offered Interest to be purchased by such party in any combination of (x) cash, which shall be payable by wire transfer of immediately available funds, and (y) validly issued, fully paid and non-assessable shares AOLTW Common Stock (in the case of the AOLTW Purchase Price) or Time Warner Cable Common Stock (in the case of the Company Purchase Price) (the fair market value of which will be determined pursuant to Section 5 below) pursuant to such instruments as may be reasonably necessary to deliver the AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, and in appropriate form for transfer, free and clear of any lien or other encumbrance, and the Selling Partner shall, pursuant to such instruments as may be reasonably necessary, deliver to AOLTW and/or the Company, as applicable, the Offered Interest to be sold at such closing, in appropriate form for transfer, free and clear of any lien or other encumbrance. 4. Sale Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Sale Right") to Dispose of all or any portion of its Offered Interest to any Person pursuant to this Section 4, so long as the Selling Partner first complies with clauses (b) through (h) below. (b) The Selling Partner shall give written notice (the "Sale Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date), which Sale Notice shall state (i) the name of the Person (the "Prospective Purchaser") to whom the Selling Partner wishes to Dispose of such Offered Interest, and, if such Prospective Purchaser is a Subsidiary of another Person, the name of the Ultimate Parent (as defined in the Partnership Agreement) of such Prospective Purchaser, neither of which Persons may be an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner, (ii) the price to be paid for such Offered Interest (the "Sale Price"), which price must be payable in cash upon consummation of such Disposition, (iii) the date on which such Disposition is scheduled to occur and (iv) that the offer of the Prospective Purchaser was made after the Transfer Date and has been accepted by the Selling Partner subject to the rights of AOLTW and the Company contained in this Agreement. (c) The Sale Notice shall be accompanied by a certificate of the Prospective Purchaser (and, if such Prospective Purchaser is a

9 Subsidiary of another Person, then also a certificate of the Ultimate Parent of such Prospective Purchaser) stating that (i) its offer to purchase the Offered Interest has been approved by its board of directors (or, if such Person is not a corporation, the equivalent), (ii) the description of its offer contained in the Sale Notice is complete and accurate in accordance with the requirements of this Section 4, (iii) adequate financing arrangements have been, or are reasonably expected to be, secured in respect of its offer, (iv) its offer is reasonably capable of being consummated and that there are no significant regulatory impediments to such consummation (other than any required regulatory approval disclosed in the Sale Notice) and (v) it is aware of the rights of AOLTW and the Company contained in this Agreement and that it is not an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner. (d) For a period of fifteen (15) days after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Sale Price. The AOLTW Matching Right shall be exercisable by giving written notice (the "AOLTW

9 Subsidiary of another Person, then also a certificate of the Ultimate Parent of such Prospective Purchaser) stating that (i) its offer to purchase the Offered Interest has been approved by its board of directors (or, if such Person is not a corporation, the equivalent), (ii) the description of its offer contained in the Sale Notice is complete and accurate in accordance with the requirements of this Section 4, (iii) adequate financing arrangements have been, or are reasonably expected to be, secured in respect of its offer, (iv) its offer is reasonably capable of being consummated and that there are no significant regulatory impediments to such consummation (other than any required regulatory approval disclosed in the Sale Notice) and (v) it is aware of the rights of AOLTW and the Company contained in this Agreement and that it is not an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner. (d) For a period of fifteen (15) days after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y) the Sale Price. The AOLTW Matching Right shall be exercisable by giving written notice (the "AOLTW Matching Notice") of the exercise thereof, prior to the expiration of the AOLTW Matching Period, to the Selling Partner, with a copy to the Company, which notice shall state the portion of the Offered Interest to be purchased by AOLTW. Upon delivery of the AOLTW Matching Notice, subject to Section 4(f) below, AOLTW shall be obligated to purchase, and the Selling Partner shall be obligated to sell, the Offered Interest specified in the AOLTW Matching Notice at the AOLTW Matching Price and upon the terms and conditions set forth in the Sale Notice, except that AOLTW (or any Affiliate thereof) shall be entitled to pay all or any portion of the AOLTW Matching Price in shares of AOLTW Common Stock as provided in Section 5 below. The failure of AOLTW to respond within the AOLTW Matching Period shall be deemed to be an election by AOLTW not to purchase any of the Offered Interest and shall be a waiver of the AOLTW Matching Right, provided that AOLTW may elect not to purchase the Offered Interest and to waive its rights under this Section 4(d) prior to the expiration of the AOLTW Matching Period by giving written notice to the Selling Partner, with a copy to the Company. (e) If AOLTW does not elect to purchase all of the Offered Interest, then for a period of five (5) days after the earlier to occur of (a) the expiration of the AOLTW Matching Period and (b) the receipt of the AOLTW Matching Notice (or written notice from AOLTW of its waiver of the AOLTW Matching Right) (the "Company Matching Period"), the Company shall have the right (the "Company Matching Right") but not the obligation to elect to purchase all but not less than all of the remaining Offered Interest at a purchase price (the "Company Matching Price") equal to (x) the percentage of the Offered Interest not purchased by AOLTW multiplied by (y) the Sale Price. The Company Matching Right shall be exercisable by giving written notice (the "Company Matching Notice") of the exercise thereof, prior to the expiration of the Company Matching Period, to the Selling Partner. Upon delivery of the Company Matching Notice, the Company shall be obligated to purchase, and the Selling Partner

10 shall be obligated to sell, all of such remaining Offered Interest for the Company Matching Price and upon the terms and conditions set forth in the Sale Notice, except that the Company (or any Affiliate thereof) shall be entitled to pay all or any portion of the Sale Price in shares of Time Warner Cable Common Stock as provided in Section 5 below. The failure of the Company to respond within the Company Matching Period shall be deemed to be a waiver of the Company Matching Right, provided that the Company Partner may waive its rights under this Section 4(e) prior to the expiration of the Company Matching Period by giving written notice to the Selling Partner. (f) If AOLTW and the Company (individually or in the aggregate) do not elect to purchase all of the Offered Interest pursuant to Sections 4(d) and 4(e) above, the Selling Partner shall have the right to Dispose of all but not less than all of the Offered Interest to the Prospective Purchaser upon terms and conditions that are no more favorable to the Prospective Purchaser with respect to the Offered Interest than those contained in the Sale Notice; provided, that such sale is bona fide and made within 45 days after the date of the expiration of the Company Matching Period (as such may be extended for 90 additional days, or such shorter period of time, as

10 shall be obligated to sell, all of such remaining Offered Interest for the Company Matching Price and upon the terms and conditions set forth in the Sale Notice, except that the Company (or any Affiliate thereof) shall be entitled to pay all or any portion of the Sale Price in shares of Time Warner Cable Common Stock as provided in Section 5 below. The failure of the Company to respond within the Company Matching Period shall be deemed to be a waiver of the Company Matching Right, provided that the Company Partner may waive its rights under this Section 4(e) prior to the expiration of the Company Matching Period by giving written notice to the Selling Partner. (f) If AOLTW and the Company (individually or in the aggregate) do not elect to purchase all of the Offered Interest pursuant to Sections 4(d) and 4(e) above, the Selling Partner shall have the right to Dispose of all but not less than all of the Offered Interest to the Prospective Purchaser upon terms and conditions that are no more favorable to the Prospective Purchaser with respect to the Offered Interest than those contained in the Sale Notice; provided, that such sale is bona fide and made within 45 days after the date of the expiration of the Company Matching Period (as such may be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction). Upon closing of any such Disposition, the Prospective Purchaser shall succeed to all of the rights and be subject to all of the obligations of the Selling Partner under this Agreement (including, without limitation, Sections 3 and 4 hereof) and the Partnership Agreement. (g) The consummation of any purchase of the Offered Interest by AOLTW and/or the Company pursuant to this Section 4 shall be held at a single closing at the executive office of the Company at 11:00 a.m., local time, on a Business Day within 30 days following the delivery of the Company Matching Notice (upon at least five (5) day's notice to the Selling Partner); provided, that such period shall be extended for 90 additional days, or such shorter period of time, as shall be necessary in order to obtain requisite governmental or regulatory approvals with respect to such transaction (which the parties shall use their respective commercially reasonable efforts to obtain as promptly as practicable), or as provided in Section 5(a); and provided, further, that such closing may be held at such other time and place as the parties to the transaction may agree. At such closing, AOLTW and/or the Company shall, severally (with respect to itself) and not jointly, pay to the Selling Partner the AOLTW Matching Price and/or the Company Matching Price in respect of the portion of the Offered Interest to be purchased by such party in any combination of (x) cash, which shall be payable by wire transfer of immediately available funds, and (y) validly issued, fully paid and nonassessable shares AOLTW Common Stock (in the case of the AOLTW Matching Price) or Time Warner Cable Common Stock (in the case of the Company Matching Price) (the fair market value of which will be determined pursuant to Section 5 below) pursuant to such instruments as may be reasonably necessary to deliver the AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, and in appropriate form for transfer, free and clear of any lien or other encumbrance, and the Selling Partner shall, pursuant to such instruments as may be reasonably necessary, deliver to AOLTW and/or

11 the Company, as applicable, the Offered Interest to be sold at such closing, in appropriate form for transfer, free and clear of any lien or other encumbrance. (h) If the Selling Partner does not complete the sale of all of the Offered Interest to (x) a Prospective Purchaser in accordance with the time period specified in Section 4(f) above (or affirmatively waives the right to complete such sale, in writing, prior to the expiration of such period) or (y) AOLTW and/or the Company in the time period specified in Section 4(g) above then (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), in each case, the provisions of this Section 4 shall again be applicable and the Selling Partner shall again be permitted to elect to exercise either its Appraisal Right or its Sale Right with respect to any Offered Interest, as provided in Section 2; provided, that in the case of a failure to complete a sale to a Prospective Purchaser (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), such selling Partner shall not be entitled to exercise its Sale Right or Appraisal Right until sixty (60) days after the expiration of the 45-day period referred to in Section 4(f) (or such longer period to which such 45-day period has been extended pursuant to Section 4(f)); provided, further, that if the Selling Partner has waived its right to complete the sale to a Prospective Purchaser

11 the Company, as applicable, the Offered Interest to be sold at such closing, in appropriate form for transfer, free and clear of any lien or other encumbrance. (h) If the Selling Partner does not complete the sale of all of the Offered Interest to (x) a Prospective Purchaser in accordance with the time period specified in Section 4(f) above (or affirmatively waives the right to complete such sale, in writing, prior to the expiration of such period) or (y) AOLTW and/or the Company in the time period specified in Section 4(g) above then (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), in each case, the provisions of this Section 4 shall again be applicable and the Selling Partner shall again be permitted to elect to exercise either its Appraisal Right or its Sale Right with respect to any Offered Interest, as provided in Section 2; provided, that in the case of a failure to complete a sale to a Prospective Purchaser (other than as a result of a breach by AOLTW or the Company of such party's obligations under this Section 4), such selling Partner shall not be entitled to exercise its Sale Right or Appraisal Right until sixty (60) days after the expiration of the 45-day period referred to in Section 4(f) (or such longer period to which such 45-day period has been extended pursuant to Section 4(f)); provided, further, that if the Selling Partner has waived its right to complete the sale to a Prospective Purchaser pursuant to clause (x) above, such 60-day period shall commence on the date of such waiver. 5. Provisions Relating to Common Stock. (a) If any portion of the purchase price payable by AOLTW or the Company pursuant to Section 3 or 4 is to be paid in shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, then (x) the fair market value of such shares shall be deemed to be equal to the average (rounded to the nearest 1/10,000) of the Trading Values (as defined below) of a share of AOLTW Common Stock or Time Warner Cable Stock, as applicable, for each of the fifteen (15) consecutive Trading Days ending two (2) Trading Days prior to the applicable closing date, (y) any shares of Time Warner Cable Common Stock received by the Selling Partner shall, after they are issued to such Selling Partner, be deemed to be "Registrable Securities" held by MediaOne (or its permitted transferee) under the Registration Rights Agreement, dated the date hereof, among the Company, AOLTW and MediaOne (provided that, if such Selling Partner is not then a party to such Agreement, such shares shall only be deemed to be Registrable Securities if MediaOne agrees to transfer all or a portion of its right thereunder to such Selling Partner and such Selling Partner agrees to be bound by the terms and conditions of such agreement) and (z) any shares of AOLTW Common Stock received by the Selling Partner shall, after they are issued to such Selling Partner, have registration rights substantially identical to the rights of MediaOne (or its permitted transferee) under the Registration Rights Agreement, dated the date hereof, between AOLTW and MediaOne; provided that promptly upon exercise by AOLTW of any right to use AOLTW Common Stock as a portion of the purchase price pursuant to Section 3 or 4, AOLTW will use all commercially reasonable efforts to have a "shelf" registration statement declared effective as of the date the AOLTW Common Stock is delivered pursuant hereto or as promptly thereafter as practicable. Notwithstanding

12 anything to the contrary in this Agreement, no shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, may be delivered in full or partial satisfaction of any purchase price payable pursuant to Section 3 or Section 4, (A) if shares of such class are not then admitted for trading on the NYSE or for quotation on NASDAQ or (B) if AOLTW and/or the Company, as applicable, has not delivered to the Selling Partner written notice (a "Stock Election Notice") setting forth (i) such party's election (which election shall be irrevocable) to deliver such shares in full or partial satisfaction of any such purchase price (which Stock Election Notice shall specify what portion of the purchase price will be satisfied in shares) and (ii) the closing date designated for the closing of such purchase, which closing date (x) shall comply with the requirements of Section 3(f) or 4(g), as applicable and (y) shall be no fewer than twenty (20) Trading Days subsequent to the date of such Stock Election Notice; provided that if, as a result of events subsequent to the delivery of the Stock Election Notice the number of Trading Days between the date of delivery of a Stock Election Notice and the date of closing set forth in such Stock Election Notice is fewer than twenty (20), such closing date shall be extended to the extent necessary such that there are no fewer than twenty (20) Trading Days between the date of such delivery and such closing date. (b) The parties hereto shall not, and shall cause their respective Affiliates, agents and representatives not to,

12 anything to the contrary in this Agreement, no shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, may be delivered in full or partial satisfaction of any purchase price payable pursuant to Section 3 or Section 4, (A) if shares of such class are not then admitted for trading on the NYSE or for quotation on NASDAQ or (B) if AOLTW and/or the Company, as applicable, has not delivered to the Selling Partner written notice (a "Stock Election Notice") setting forth (i) such party's election (which election shall be irrevocable) to deliver such shares in full or partial satisfaction of any such purchase price (which Stock Election Notice shall specify what portion of the purchase price will be satisfied in shares) and (ii) the closing date designated for the closing of such purchase, which closing date (x) shall comply with the requirements of Section 3(f) or 4(g), as applicable and (y) shall be no fewer than twenty (20) Trading Days subsequent to the date of such Stock Election Notice; provided that if, as a result of events subsequent to the delivery of the Stock Election Notice the number of Trading Days between the date of delivery of a Stock Election Notice and the date of closing set forth in such Stock Election Notice is fewer than twenty (20), such closing date shall be extended to the extent necessary such that there are no fewer than twenty (20) Trading Days between the date of such delivery and such closing date. (b) The parties hereto shall not, and shall cause their respective Affiliates, agents and representatives not to, engage in, announce an intention to engage in, or act in concert with any Person to engage in a Prohibited Activity. (c) For the purposes of this Agreement, (x) the term "Trading Value" means, with respect to any AOLTW Common Stock or Time Warner Cable Common Stock on any given Trading Day, the volume weighted trading price (rounded to the nearest 1/10,000) of such security on the NYSE or Nasdaq, as applicable, as reported by Bloomberg Financial Markets (or such other source as the Selling Partner and the Company shall agree) for that Trading Day, and (y) the term "Trading Day" means any day on which shares of AOLTW Common Stock or the Time Warner Cable Common Stock, as applicable, are traded on the NYSE or Nasdaq, as applicable. 6. Miscellaneous. (a) Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery:
if to AOLTW or the Company, to: 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172

13

With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 if to AT&T or MediaOne prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz

13

With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990 if to AT&T or MediaOne prior to closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000 if to AT&T Comcast or MediaOne after closing of the AT&T-Comcast Merger, to: AT&T Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor

Fax: (212) 450-4800 or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. (b) Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that [, except as provided in Section 6(k),](3) no (3) To be deleted if Section 6(k) is deleted upon execution of this Agreement. 14 party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto; provided, further, that if any MediaOne Partner transfers all or any portion of its Partnership Interest to any other Person in accordance with the Partnership Agreement, the rights and obligations of such MediaOne Partner under this Agreement, to the extent relating to and in the proportion of the Partnership Interest transferred, shall be assigned to and assumed by such transferee. (c) Covenant of AT&T. AT&T shall cause (i) any Prospective Purchaser and any MediaOne Partner (and any direct or indirect transferee thereof) to whom all or any portion of MediaOne's Partnership Interest is transferred to deliver an agreement, in form and

14 party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto; provided, further, that if any MediaOne Partner transfers all or any portion of its Partnership Interest to any other Person in accordance with the Partnership Agreement, the rights and obligations of such MediaOne Partner under this Agreement, to the extent relating to and in the proportion of the Partnership Interest transferred, shall be assigned to and assumed by such transferee. (c) Covenant of AT&T. AT&T shall cause (i) any Prospective Purchaser and any MediaOne Partner (and any direct or indirect transferee thereof) to whom all or any portion of MediaOne's Partnership Interest is transferred to deliver an agreement, in form and substance reasonably satisfactory to AOLTW and the Company, to the Company and AOLTW agreeing to be bound by and entitled to the benefits of the terms and conditions of this Agreement and the Partnership Agreement and (ii) for so long as such Person is an Affiliate of AT&T, MediaOne and any other MediaOne Partner (and any direct or indirect transferee thereof) to comply with all of the obligations of such MediaOne Partner hereunder. (d) Amendment and Waiver. (i) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by (i) the Company, (ii) AOLTW, (iii) the MediaOne Partners holding a majority of the MediaOne Partnership Interest (as defined in the Partnership Agreement), and (iv) with respect to any amendment, supplement or modification of, or of any defined term used in, Section 6(c) of this Agreement, AT&T. Any such amendment, supplement, modification, waiver or consent shall be binding upon all of the parties hereto. (ii) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. (e) Counterparts; Effectiveness. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto. (f) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

15 LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (h) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court.

15 LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. (h) Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. (i) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. (j) Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. (k) [Effect of AT&T-Comcast Merger(4). Upon consummation of the AT&T-Comcast Merger, the parties hereto acknowledge and agree that all of AT&T Corp.'s rights and obligations hereunder will automatically and without further action of any of the parties hereto be assigned to and assumed by AT&T Comcast. Upon execution of this Agreement by AT&T Comcast, AT&T Comcast will replace AT&T Corp. as a party hereto, and AT&T Corp. shall automatically be released from any and all of its obligations under this Agreement and each of the parties hereto shall execute and deliver such instruments as AT&T Corp. shall reasonably request to evidence such release. (4) In the event that the AT&T-Comcast Merger is consummated prior to the execution of this Agreement, this Section (k) shall be deleted and the Section references in the remainder of the document shall be properly adjusted. 16 (l) Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at law or in equity. (m) Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. (n) Entire Agreement. This Agreement (together with the Partnership Agreement) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. (o) Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

16 (l) Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to an injunction or injunctions to enforce specifically the performance of the terms and provisions hereof in any federal court located in the State of New York or any New York state court, in addition to any other remedy to which they are entitled at law or in equity. (m) Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. (n) Entire Agreement. This Agreement (together with the Partnership Agreement) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. (o) Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

17 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Partnership Interest Sale Agreement on the date first written above; provided, however, AT&T is a party to this Agreement solely for purposes of being bound by Section 6(c) hereof. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: MEDIAONE OF COLORADO, INC. By: AT&T CORP. By:

EXHIBIT A VALUATION GUIDELINES (a) Valuation of the Offered Interest will be based upon the fully distributed public market value of the common equity of TWE assuming TWE was a corporation and all such common equity was represented by a single class

17 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Partnership Interest Sale Agreement on the date first written above; provided, however, AT&T is a party to this Agreement solely for purposes of being bound by Section 6(c) hereof. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: MEDIAONE OF COLORADO, INC. By: AT&T CORP. By:

EXHIBIT A VALUATION GUIDELINES (a) Valuation of the Offered Interest will be based upon the fully distributed public market value of the common equity of TWE assuming TWE was a corporation and all such common equity was represented by a single class of common stock. Such valuation will be determined without regard to offering discounts or any discount in respect of liquidity, corporate structure (including, without limitation, the fact that TWE is a partnership and that the stake is a minority interest) or tax liability from any allocation of taxable income in respect of the Offered Interest, and will assume, notwithstanding any facts to the contrary, that TWE is not to be liquidated in the near future; provided that if TWE is in fact in the process of being liquidated or is to be liquidated in the near future, the valuation shall take into account any economic circumstances leading to such liquidation. (b) Any debt and preferred equity of TWE or any comparable company will be measured at book value for purposes of preparing the valuation. (c) The appraisers will rely on the current public trading values of a group of not more than 3 companies which are comparable to TWE (businesses engaged in the same business, with similar scale, credit quality and capital structures). (d) For purposes of determining a cable-only multiple, the value of the non-cable assets shall be determined as the amount reflected in the relevant company's publicly traded share price as a result of the ownership of such assets. (e) In calculating the value, the appraisers shall disregard any guarantees by TWE or its Subsidiaries of debt or other obligations of the Company or any of its Subsidiaries or by the Company or any of its Subsidiaries of debt

EXHIBIT A VALUATION GUIDELINES (a) Valuation of the Offered Interest will be based upon the fully distributed public market value of the common equity of TWE assuming TWE was a corporation and all such common equity was represented by a single class of common stock. Such valuation will be determined without regard to offering discounts or any discount in respect of liquidity, corporate structure (including, without limitation, the fact that TWE is a partnership and that the stake is a minority interest) or tax liability from any allocation of taxable income in respect of the Offered Interest, and will assume, notwithstanding any facts to the contrary, that TWE is not to be liquidated in the near future; provided that if TWE is in fact in the process of being liquidated or is to be liquidated in the near future, the valuation shall take into account any economic circumstances leading to such liquidation. (b) Any debt and preferred equity of TWE or any comparable company will be measured at book value for purposes of preparing the valuation. (c) The appraisers will rely on the current public trading values of a group of not more than 3 companies which are comparable to TWE (businesses engaged in the same business, with similar scale, credit quality and capital structures). (d) For purposes of determining a cable-only multiple, the value of the non-cable assets shall be determined as the amount reflected in the relevant company's publicly traded share price as a result of the ownership of such assets. (e) In calculating the value, the appraisers shall disregard any guarantees by TWE or its Subsidiaries of debt or other obligations of the Company or any of its Subsidiaries or by the Company or any of its Subsidiaries of debt or other obligations of TWE or its Subsidiaries.

EXHIBIT 10.10

FORM OF REIMBURSEMENT AGREEMENT by and among TIME WARNER CABLE INC., AOL TIME WARNER INC., WARNER COMMUNICATIONS INC., AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION and TIME WARNER ENTERTAINMENT COMPANY, L.P. Dated: [__________], 200[ ]

TABLE OF CONTENTS

EXHIBIT 10.10

FORM OF REIMBURSEMENT AGREEMENT by and among TIME WARNER CABLE INC., AOL TIME WARNER INC., WARNER COMMUNICATIONS INC., AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION and TIME WARNER ENTERTAINMENT COMPANY, L.P. Dated: [__________], 200[ ]

TABLE OF CONTENTS
Pa -1. 2. Definitions..................................................................................... Option Reimbursement for AOLTW Options.......................................................... 2.1 Company Eligible Option Holders........................................................ 2.2 TWE Eligible Option Holders. ......................................................... 2.3 Assumption of AOLTW Obligations. ..................................................... 2.4 Consistent Tax Treatment............................................................... 2.5 Post-Contribution Option Grants........................................................ 2.6 Post-IPO Option Grants................................................................. Reimbursement................................................................................... 3.1 TWE Debt Guarantor Payments............................................................ 3.2 Priority of Rights..................................................................... 3.3 Duty to TWE Debt Guarantors............................................................ 3.4 Authorization of TWE Debt Guarantor Payment............................................ 3.5 Certain Information.................................................................... 3.6 Systems Maintenance.................................................................... 3.7 Compliance with Article Ten of TWE Indenture........................................... Company Guarantee............................................................................... Employee 5.1 5.2 5.3 5.4 5.5 and Benefit Reimbursement.............................................................. Employee Services. ................................................................... Benefit Plans. ....................................................................... Method of Reimbursement. ............................................................. Other.................................................................................. General................................................................................

3.

4. 5.

6.

Miscellaneous................................................................................... 6.1 Notices................................................................................ 6.2 Successors and Assigns................................................................. 6.3 Amendment and Waiver................................................................... 6.4 Survival............................................................................... 6.5 TWE Debt Guarantor Rights and Remedies................................................. 6.6 Counterparts; Effectiveness............................................................ 6.7 Headings..............................................................................1

TABLE OF CONTENTS
Pa -1. 2. Definitions..................................................................................... Option Reimbursement for AOLTW Options.......................................................... 2.1 Company Eligible Option Holders........................................................ 2.2 TWE Eligible Option Holders. ......................................................... 2.3 Assumption of AOLTW Obligations. ..................................................... 2.4 Consistent Tax Treatment............................................................... 2.5 Post-Contribution Option Grants........................................................ 2.6 Post-IPO Option Grants................................................................. Reimbursement................................................................................... 3.1 TWE Debt Guarantor Payments............................................................ 3.2 Priority of Rights..................................................................... 3.3 Duty to TWE Debt Guarantors............................................................ 3.4 Authorization of TWE Debt Guarantor Payment............................................ 3.5 Certain Information.................................................................... 3.6 Systems Maintenance.................................................................... 3.7 Compliance with Article Ten of TWE Indenture........................................... Company Guarantee............................................................................... Employee 5.1 5.2 5.3 5.4 5.5 and Benefit Reimbursement.............................................................. Employee Services. ................................................................... Benefit Plans. ....................................................................... Method of Reimbursement. ............................................................. Other.................................................................................. General................................................................................

3.

4. 5.

6.

Miscellaneous................................................................................... 6.1 Notices................................................................................ 6.2 Successors and Assigns................................................................. 6.3 Amendment and Waiver................................................................... 6.4 Survival............................................................................... 6.5 TWE Debt Guarantor Rights and Remedies................................................. 6.6 Counterparts; Effectiveness............................................................ 6.7 Headings..............................................................................1 6.8 GOVERNING LAW.........................................................................1 6.9 Jurisdiction..........................................................................1 6.10 WAIVER OF JURY TRIAL. ...............................................................1 6.11 Severability..........................................................................1 6.12 Rules of Construction.................................................................1 6.13 Entire Agreement; Third Party Beneficiaries...........................................1 6.14 Further Assurances....................................................................1

Exhibit A

i

REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Agreement"), dated [__________], 200[ ], by and among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), Warner Communications Inc., a Delaware corporation ("WCI"), American Television and Communications Corporation, a Delaware corporation ("ATC" and, together with WCI, the "TWE Debt Guarantors") and Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"). WHEREAS, effective as of and in connection with the closing of the transactions contemplated by the Restructuring Agreement, dated as of August [ ], 2002 (the "Restructuring Agreement"), by and among AOLTW, AT&T Corp., a New York corporation, the Company and the other parties thereto, the parties have agreed to enter into certain reimbursement arrangements as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good

REIMBURSEMENT AGREEMENT REIMBURSEMENT AGREEMENT (this "Agreement"), dated [__________], 200[ ], by and among Time Warner Cable Inc., a Delaware corporation, f/k/a MediaOne TWE Holdings, Inc. (the "Company"), AOL Time Warner Inc., a Delaware corporation ("AOLTW"), Warner Communications Inc., a Delaware corporation ("WCI"), American Television and Communications Corporation, a Delaware corporation ("ATC" and, together with WCI, the "TWE Debt Guarantors") and Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"). WHEREAS, effective as of and in connection with the closing of the transactions contemplated by the Restructuring Agreement, dated as of August [ ], 2002 (the "Restructuring Agreement"), by and among AOLTW, AT&T Corp., a New York corporation, the Company and the other parties thereto, the parties have agreed to enter into certain reimbursement arrangements as hereinafter provided. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated: "Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person; provided, that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other equity securities, by contract or otherwise; provided, further, that for purposes of this Agreement the Company and its Subsidiaries shall not be deemed to be Affiliates of AOLTW or any of its Affiliates. "Agreement" means this Agreement as the same may be amended, supplemented or modified in accordance with the terms hereof. "AOLTW" has the meaning set forth in the preamble of this Agreement. "ATC" has the meaning set forth in the preamble of this Agreement. "Board of Directors" means the Board of Directors of the Company. "Beneficiaries" has the meaning set forth in Section 3.1(a) of this Agreement. "Business Day" means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

2 "Capital Stock" means the Common Stock, par value $0.01 per share, of AOLTW or any other class of capital stock of AOLTW (or any predecessor or successor class thereof). "Closing Price" means, with respect to any given date, the last reported sale price of a share of Capital Stock (regular way) on such date as shown on the NYSE Composite Transactions Tape, or, in case no such sale takes place on such day, the average of the closing bid and asked prices of such stock on such day on the NYSE, or, if such stock is not listed or admitted to trading on the NYSE, on the principal national securities exchange on which such stock is listed or admitted to trading, or, if it is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices of such stock on such day as reported by NASDAQ, or, if such stock is not so reported, the average of the closing bid and asked prices of such stock on such day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by AOLTW for that purpose.

2 "Capital Stock" means the Common Stock, par value $0.01 per share, of AOLTW or any other class of capital stock of AOLTW (or any predecessor or successor class thereof). "Closing Price" means, with respect to any given date, the last reported sale price of a share of Capital Stock (regular way) on such date as shown on the NYSE Composite Transactions Tape, or, in case no such sale takes place on such day, the average of the closing bid and asked prices of such stock on such day on the NYSE, or, if such stock is not listed or admitted to trading on the NYSE, on the principal national securities exchange on which such stock is listed or admitted to trading, or, if it is not listed or admitted to trading on any national securities exchange, the average of the closing bid and asked prices of such stock on such day as reported by NASDAQ, or, if such stock is not so reported, the average of the closing bid and asked prices of such stock on such day as furnished by any member of the National Association of Securities Dealers, Inc. selected from time to time by AOLTW for that purpose. "Company" has the meaning set forth in the preamble to this Agreement. "Company Eligible Option Holder" means any officer or other employee of the Company (or any of its Subsidiaries, other than TWE and its Subsidiaries) including, without limitation, any Person who becomes an officer or other employee of the Company (or any of its Subsidiaries, other than TWE and its Subsidiaries) as a result of the transactions contemplated by the Restructuring Agreement, who has been, or from time to time is, issued stock options to purchase shares of Capital Stock. "Company Option Reimbursement Amount" has the meaning set forth in Section 2.1 of this Agreement. "Initial Offering Date" means the date upon which shares of Class A Common Stock, par value $0.01 per share, of the Company, or Class B Common Stock, par value $0.01 per share, of the Company, shall have been sold in an initial public offering (whether primary or secondary) of the Company pursuant to an effective registration statement filed by the Company. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "NYSE" means the New York Stock Exchange. "Person" means any individual, corporation, limited liability company, partnership, firm, group (as such term is used under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), joint venture, association, trust, unincorporated organization, estate, trust or other entity. "Restructuring Agreement" has the meaning set forth in the recitals to this Agreement.

3 "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person; provided, that for purposes of this Agreement the Company and its Subsidiaries shall not be deemed to be Subsidiaries of AOLTW or any of its Subsidiaries. "TWE" has the meaning set forth in the preamble to this Agreement. "TWE Eligible Option Holder" means any officer or other employee of TWE and its Subsidiaries, including, without limitation, any Person who becomes an officer or other employee of TWE or any of its Subsidiaries as a result of the transactions contemplated by the Restructuring Agreement, who has been, or from time to time is, issued stock options to purchase shares of Capital Stock. "TWE Indenture" means that certain Indenture, dated as of April 30, 1992, by and among Time Warner Inc., a Delaware Corporation, TWE and The Bank of New York, a New York banking corporation, as trustee, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

3 "Subsidiary" means, with respect to any Person, any other Person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person; provided, that for purposes of this Agreement the Company and its Subsidiaries shall not be deemed to be Subsidiaries of AOLTW or any of its Subsidiaries. "TWE" has the meaning set forth in the preamble to this Agreement. "TWE Eligible Option Holder" means any officer or other employee of TWE and its Subsidiaries, including, without limitation, any Person who becomes an officer or other employee of TWE or any of its Subsidiaries as a result of the transactions contemplated by the Restructuring Agreement, who has been, or from time to time is, issued stock options to purchase shares of Capital Stock. "TWE Indenture" means that certain Indenture, dated as of April 30, 1992, by and among Time Warner Inc., a Delaware Corporation, TWE and The Bank of New York, a New York banking corporation, as trustee, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. "TWE Option Reimbursement Amount" has the meaning set forth in Section 2.2 of this Agreement. "TWE Public Debt Guarantee" means the guarantee by the TWE Debt Guarantors of TWE's obligations under the TWE Indenture. "TWE Debt Guarantor Payment" has the meaning set forth in Section 3.1 of this Agreement. "TWE Debt Guarantors" has the meaning set forth in the preamble to this Agreement. "WCI" has the meaning set forth in the preamble to this Agreement. 2. Option Reimbursement for AOLTW Options. 2.1 Company Eligible Option Holders. Upon the exercise by any Company Eligible Option Holder of any stock option to purchase shares of Capital Stock, the Company shall promptly (after notice of such exercise is provided by AOLTW to the Company) pay to AOLTW, for each share of Capital Stock so purchased, an amount (such amount, the "Company Option Reimbursement Amount") equal to the excess of (i) the Closing Price of a share of such Capital Stock as of the date of such exercise, over (ii) the aggregate exercise price paid by such Company Eligible Option Holder for each such share of Capital Stock. 2.2 TWE Eligible Option Holders. Upon the exercise by any TWE Eligible Option Holder of any stock option to purchase shares of Capital Stock,

4 TWE shall promptly (after notice of such exercise is provided by AOLTW to the Company) pay to AOLTW, for each share of Capital Stock so purchased, an amount (such amount, the "TWE Option Reimbursement Amount") equal to the excess of (i) the Closing Price of a share of such Capital Stock as of the date of such exercise, over (ii) the aggregate exercise price paid by such TWE Eligible Option Holder for each such share of Capital Stock. 2.3 Assumption of AOLTW Obligations. In lieu of the procedures described in Sections 2.1 and 2.2 above, if satisfactory arrangements are reached with a Company Eligible Option Holder or a TWE Eligible Option Holder, as applicable, at AOLTW's request, the Company or TWE, as applicable, shall agree to assume AOLTW's obligations with respect to any outstanding stock options held by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable. In such event, upon exercise of any such stock option by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, the Company or TWE, as applicable, shall (A) purchase the shares of Capital Stock issuable upon exercise of such stock option from AOLTW at a price

4 TWE shall promptly (after notice of such exercise is provided by AOLTW to the Company) pay to AOLTW, for each share of Capital Stock so purchased, an amount (such amount, the "TWE Option Reimbursement Amount") equal to the excess of (i) the Closing Price of a share of such Capital Stock as of the date of such exercise, over (ii) the aggregate exercise price paid by such TWE Eligible Option Holder for each such share of Capital Stock. 2.3 Assumption of AOLTW Obligations. In lieu of the procedures described in Sections 2.1 and 2.2 above, if satisfactory arrangements are reached with a Company Eligible Option Holder or a TWE Eligible Option Holder, as applicable, at AOLTW's request, the Company or TWE, as applicable, shall agree to assume AOLTW's obligations with respect to any outstanding stock options held by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable. In such event, upon exercise of any such stock option by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, the Company or TWE, as applicable, shall (A) purchase the shares of Capital Stock issuable upon exercise of such stock option from AOLTW at a price (payable in cash) equal to the Closing Price of a share of such Capital Stock on the date of exercise and (B) deliver such shares to the Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, against payment to the Company or TWE by such Company Eligible Option Holder or TWE Eligible Option Holder, as applicable, of the exercise price therefor. 2.4 Consistent Tax Treatment. AOLTW agrees and acknowledges that the Company or TWE, as applicable, shall be entitled to claim the benefit of any federal, state and local income tax deduction with respect to the Company Option Reimbursement Amount and the TWE Option Reimbursement Amount permitted to be deducted by the Company or TWE, as applicable, in accordance with applicable law, and AOLTW shall not take any position inconsistent therewith, unless required by a change in applicable law or a good faith resolution of a contest. In the event AOLTW takes such an inconsistent position as permitted by the preceding sentence, it shall pay to the Company or TWE, as applicable, any tax benefit actually realized as a result of claiming the benefit of any tax deductions with respect to the Company Option Reimbursement Amount or the TWE Option Reimbursement Amount, as applicable; provided, however, that subject to the foregoing, the determination of whether to claim any such benefit, whether by filing an original or amended tax return or otherwise, shall be made by AOLTW in its sole and absolute discretion. For purposes of the foregoing, any such benefit shall be deemed "actually realized" by AOLTW only if and to the extent that AOLTW shall have determined, in its sole reasonable discretion, that its liability for taxes is less than its liability for taxes would have been had it not taken into account any such tax deductions. 2.5 Post-Contribution Option Grants. After the date hereof and prior to the date of the Initial Offering Date, options to purchase Capital Stock shall be granted to officers or employees of the Company or any of its Subsidiaries and to officers or employees of TWE or any of its Subsidiaries only in the ordinary course of business consistent with past practices.

5 2.6 Post-IPO Option Grants. In no event shall options to purchase Capital Stock be granted to officers or employees of the Company or any of its Subsidiaries or to officers or employees of TWE or any of its Subsidiaries after the Initial Offering Date. 3. Reimbursement. 3.1 TWE Debt Guarantor Payments. In the event that any TWE Debt Guarantor makes any payment under its TWE Public Debt Guarantee or any other indebtedness of the Company or its Subsidiaries guaranteed from time to time by the TWE Debt Guarantors (a "TWE Debt Guarantor Payment"): (a) Each of TWE and the Company (the "Beneficiaries") agrees, jointly and severally, to reimburse such TWE Debt Guarantor in full for all TWE Debt Guarantor Payments of such TWE Debt Guarantor together with interest thereon from the date of payment until reimbursed in full at a rate per annum equal to the interest rate on the indebtedness with respect to which such TWE Debt Guarantor Payment was made and without regard to any rights that such Beneficiary may have against any other guarantor of the obligations under the TWE Indenture which might otherwise limit such Beneficiary's liability to reimburse such TWE Debt Guarantor in full; and

5 2.6 Post-IPO Option Grants. In no event shall options to purchase Capital Stock be granted to officers or employees of the Company or any of its Subsidiaries or to officers or employees of TWE or any of its Subsidiaries after the Initial Offering Date. 3. Reimbursement. 3.1 TWE Debt Guarantor Payments. In the event that any TWE Debt Guarantor makes any payment under its TWE Public Debt Guarantee or any other indebtedness of the Company or its Subsidiaries guaranteed from time to time by the TWE Debt Guarantors (a "TWE Debt Guarantor Payment"): (a) Each of TWE and the Company (the "Beneficiaries") agrees, jointly and severally, to reimburse such TWE Debt Guarantor in full for all TWE Debt Guarantor Payments of such TWE Debt Guarantor together with interest thereon from the date of payment until reimbursed in full at a rate per annum equal to the interest rate on the indebtedness with respect to which such TWE Debt Guarantor Payment was made and without regard to any rights that such Beneficiary may have against any other guarantor of the obligations under the TWE Indenture which might otherwise limit such Beneficiary's liability to reimburse such TWE Debt Guarantor in full; and (b) Each of the Beneficiaries hereby acknowledges that such TWE Debt Guarantor shall be fully subrogated to the extent of its TWE Debt Guarantor Payment to all of the rights and remedies (including without limitation all security interests if any) of the holders under the TWE Indenture against such Beneficiary. 3.2 Priority of Rights. Each of the Beneficiaries hereby agrees that all of the rights of the TWE Debt Guarantors referred to in this Agreement shall have priority over any right of such Beneficiary, whether direct or indirect, by contribution, subrogation, reimbursement, indemnification or otherwise, to demand any payment, contribution or reimbursement whatsoever from the other Beneficiary until such time as any and all TWE Debt Guarantor Payments have been repaid to the respective TWE Debt Guarantors in full and the TWE Debt Guarantors have no further obligations under their respective TWE Debt Guarantees, and until such time such Beneficiary shall not be entitled to exercise any such rights against any other party to this Agreement. 3.3 Duty to TWE Debt Guarantors. Except for non-waivable, mandatory duties imposed by law, each of the Beneficiaries hereby acknowledges and agrees that (i) neither of the TWE Debt Guarantors has any duties to them with respect to the method, manner and timing of the exercise or nonexercise of any of such TWE Debt Guarantor's rights to recover payment of any TWE Debt Guarantor Payment of such TWE Debt Guarantor and (ii) to the extent that any such duties may exist, they are hereby waived.

6 3.4 Authorization of TWE Debt Guarantor Payment. In the event that a TWE Debt Guarantor makes any TWE Debt Guarantor Payment, such TWE Debt Guarantor is hereby irrevocably authorized by each of the Beneficiaries at any time and from time to time without notice to such Beneficiary, any such notice being hereby waived by such Beneficiary, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such TWE Debt Guarantor, its Subsidiaries or its Affiliates to or for the credit or the account of such Beneficiary, or any part thereof in such amounts as such TWE Debt Guarantor may elect, on account of the liabilities of such Beneficiary to such TWE Debt Guarantor in respect of such TWE Debt Guarantor Payment hereunder or under the TWE Indenture, whether or not such TWE Debt Guarantor has made any demand for payment. Such TWE Debt Guarantor shall notify such Beneficiary promptly of any such set-off made by it and the application made by it of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each TWE Debt Guarantor under this Section 3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such TWE Debt Guarantor may have against such Beneficiary. 3.5 Certain Information. Each of the Beneficiaries, at its own cost and expense, shall provide, or cause to be provided, to the TWE Debt Guarantors, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of such Beneficiary that the requesting TWE Debt Guarantor

6 3.4 Authorization of TWE Debt Guarantor Payment. In the event that a TWE Debt Guarantor makes any TWE Debt Guarantor Payment, such TWE Debt Guarantor is hereby irrevocably authorized by each of the Beneficiaries at any time and from time to time without notice to such Beneficiary, any such notice being hereby waived by such Beneficiary, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such TWE Debt Guarantor, its Subsidiaries or its Affiliates to or for the credit or the account of such Beneficiary, or any part thereof in such amounts as such TWE Debt Guarantor may elect, on account of the liabilities of such Beneficiary to such TWE Debt Guarantor in respect of such TWE Debt Guarantor Payment hereunder or under the TWE Indenture, whether or not such TWE Debt Guarantor has made any demand for payment. Such TWE Debt Guarantor shall notify such Beneficiary promptly of any such set-off made by it and the application made by it of the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of each TWE Debt Guarantor under this Section 3 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which such TWE Debt Guarantor may have against such Beneficiary. 3.5 Certain Information. Each of the Beneficiaries, at its own cost and expense, shall provide, or cause to be provided, to the TWE Debt Guarantors, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of such Beneficiary that the requesting TWE Debt Guarantor reasonably requires (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting TWE Debt Guarantor (including under applicable securities or tax laws) by a governmental authority having jurisdiction over the requesting TWE Debt Guarantor, (ii) for use in any other judicial, regulatory, administrative, tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, tax or other similar requirements or (iii) to comply with its obligations under this Agreement; provided, however, that in the event that any party determines that any such provision of information would reasonably be expected to violate any law or agreement or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such consequence. Each of the Beneficiaries intends that any transfer of information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. 3.6 Systems Maintenance. After the date hereof, each of the Beneficiaries shall maintain in effect adequate systems and controls to the extent necessary to enable them to satisfy their respective reporting, accounting, audit and other obligations. 3.7 Compliance with Article Ten of TWE Indenture. Each of the Beneficiaries agrees to comply with the covenants contained in Article Ten of the TWE Indenture as in effect on the date hereof. The provisions of Article Ten of the TWE

7 Indenture and the related definitions are hereby incorporated by reference into this Agreement with the same effect as if set forth fully herein. 4. Company Guarantee. On the date hereof, the Company is entering into a guarantee agreement (in the form attached hereto as Exhibit A or in any other form as the parties shall agree) providing for a guarantee by the Company to the holders of debt securities issued by TWE pursuant to the TWE Indenture. At the request of the Company, TWE (or any of its Subsidiaries) will execute a guarantee in a similar form in respect of any indebtedness of the Company or its Subsidiaries outstanding from time to time. 5. Employee and Benefit Reimbursement. 5.1 Employee Services. Upon the agreement of AOLTW and the Company, certain employees of AOLTW and/or its Affiliates may from time to time provide services to the Company or its Subsidiaries. From and after the date hereof, the Company or its Subsidiaries, as applicable, shall reimburse AOLTW and/or any such Affiliates, in the manner set forth in Section 5.3 hereof, for the costs of providing such services, including reasonable allocations of compensation, employee benefit plan costs (including administration costs and benefit accruals

7 Indenture and the related definitions are hereby incorporated by reference into this Agreement with the same effect as if set forth fully herein. 4. Company Guarantee. On the date hereof, the Company is entering into a guarantee agreement (in the form attached hereto as Exhibit A or in any other form as the parties shall agree) providing for a guarantee by the Company to the holders of debt securities issued by TWE pursuant to the TWE Indenture. At the request of the Company, TWE (or any of its Subsidiaries) will execute a guarantee in a similar form in respect of any indebtedness of the Company or its Subsidiaries outstanding from time to time. 5. Employee and Benefit Reimbursement. 5.1 Employee Services. Upon the agreement of AOLTW and the Company, certain employees of AOLTW and/or its Affiliates may from time to time provide services to the Company or its Subsidiaries. From and after the date hereof, the Company or its Subsidiaries, as applicable, shall reimburse AOLTW and/or any such Affiliates, in the manner set forth in Section 5.3 hereof, for the costs of providing such services, including reasonable allocations of compensation, employee benefit plan costs (including administration costs and benefit accruals associated therewith), overhead, and other fixed costs and expenses. 5.2 Benefit Plans. Except as otherwise specifically provided in this Agreement with respect to options to purchase shares of Capital Stock, to the extent that, on or after the date hereof, any current, future or former employees of the Company or its Subsidiaries participate in any benefit plans, programs, or arrangements maintained by AOLTW or any of its Affiliates, the Company or its Subsidiaries, as applicable, shall reimburse AOLTW or, if applicable, such Affiliate or Affiliates, in the manner set forth in Section 5.3 hereof, for all costs, including administration costs and benefit accruals, associated with such employees' participation in the employee benefit plans, programs or arrangements with respect to employment by the Company or its Subsidiaries in a manner that is consistent with past practice; provided, however, that (i) except as set forth in Section 5.1, in the event that any employee described above becomes employed by AOLTW or any of its Affiliates after the Closing (as defined in the Restructuring Agreement), then the Company and its Subsidiaries will not be required to reimburse AOLTW or any of its Affiliates for any costs associated with such employee's participation in employee benefit plans, programs or arrangements while employed by, or on account of such employee's employment with, AOLTW or any of its Affiliates after the Closing and (ii) in the event that any employee of AOLTW or any of its Affiliates becomes employed by the Company or any of its Subsidiaries after the Closing then the Company and its Subsidiaries will not be required to reimburse AOLTW or any of its Affiliates for any costs associated with such employee's participation in employee benefit plans, programs or arrangements while such employee was employed by, or on account of such employee's employment with, AOLTW or any of its Affiliates. 5.3 Method of Reimbursement. Any reimbursement pursuant to Section 5.1 or 5.2 shall be made by the Company or its Subsidiaries, as applicable, in a

8 manner consistent with prior practices of AOLTW and TWE with respect to such reimbursement. 5.4 Other. The provisions of this Agreement will be interpreted in a manner consistent with past practice, except as otherwise expressly provided by this Agreement or in any other agreement or arrangement between or among the parties contemplated by the Restructuring Agreement (or any other Transaction Agreement (as defined therein)) or entered into after the date hereof. 5.5 General. The provisions of this Section 5 shall at all times be subject to the requirements of Article VI of the By-laws of the Company. No reimbursement will be made pursuant to this Section 5 if reimbursement in respect of the same payment or service has been made pursuant to another provision of this Agreement or any other agreement among the parties. 6. Miscellaneous.

8 manner consistent with prior practices of AOLTW and TWE with respect to such reimbursement. 5.4 Other. The provisions of this Agreement will be interpreted in a manner consistent with past practice, except as otherwise expressly provided by this Agreement or in any other agreement or arrangement between or among the parties contemplated by the Restructuring Agreement (or any other Transaction Agreement (as defined therein)) or entered into after the date hereof. 5.5 General. The provisions of this Section 5 shall at all times be subject to the requirements of Article VI of the By-laws of the Company. No reimbursement will be made pursuant to this Section 5 if reimbursement in respect of the same payment or service has been made pursuant to another provision of this Agreement or any other agreement among the parties. 6. Miscellaneous. 6.1 Notices. All notices, demands or other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Company or TWE: c/o Time Warner Cable Inc. 75 Rockefeller Plaza New York, New York 10019-6908 Telecopy: (212) 2583172 Attention: Executive Vice President and General Counsel: (b) if to AOLTW, ATC or WCI: c/o AOL Time Warner Inc. 75 Rockefeller Plaza New York, New York 10019-6908 Telecopy: (212) 2583172 Attention: Executive Vice President and General Counsel or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

9 6.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto.

9 6.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party hereto may assign, delegate or transfer any of its rights or obligations hereunder without the consent of the other parties hereto. 6.3 Amendment and Waiver. (a) Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by any party from the terms of any provision of this Agreement, shall be effective only if it is made or given in writing and signed by the Company and AOLTW; provided, that any material amendment, supplement or modification of or to this Agreement shall also require the approval of a majority of the Independent Directors (as defined in the Restated Certificate of Incorporation of the Company). Any such amendment, supplement, modification, waiver or consent shall be binding upon the Company, AOLTW and the other parties hereto. (b) No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights and remedies provided for herein are cumulative and are not exclusive of any rights and remedies that may be available to the parties hereto at law, in equity or otherwise. 6.4 Survival. The rights of each party under this Agreement shall continue to be effective, or be reinstated, as the case may be, if any payment made hereunder, or any part thereof, on account of any of the reimbursement obligations hereunder is at any time rescinded or at any time must otherwise be restored or returned by such party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, such party or any substantial part of their property, or otherwise, all as though such payments had not been made. 6.5 TWE Debt Guarantor Rights and Remedies. Notwithstanding anything in this Agreement to the contrary, the rights accorded to each TWE Debt Guarantor hereunder shall be in addition to, and not in lieu of, any rights that such TWE Debt Guarantor may have to be reimbursed for all TWE Debt Guarantor Payments of such TWE Debt Guarantor at common law, in equity, by separate agreement or otherwise. 6.6 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other parties hereto.

10 6.7 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 6.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 6.9 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.

10 6.7 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 6.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. 6.9 Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. 6.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 6.11 Severability. If any term, provision, covenant or restriction of this Agreement is determined by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible. 6.12 Rules of Construction. Unless the context otherwise requires, references to sections or subsections refer to sections or subsections of this Agreement. 6.13 Entire Agreement; Third Party Beneficiaries. (a) This Agreement (together with all exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to such subject matter.

11 (b) Except as provided below, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, AT&T (as defined in the Restructuring Agreement) shall be deemed a third party beneficiary of Sections 2.5 and 2.6 hereof for so long as AT&T Corp. holds a number of shares of Class A Common Stock, par value $0.01 per share, of the Company at least equal to five percent (5%) of the aggregate number of outstanding shares of such Class A Common Stock and Class B Common Stock, par value $0.01 per share, of the Company. 6.14 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

11 (b) Except as provided below, this Agreement shall be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, AT&T (as defined in the Restructuring Agreement) shall be deemed a third party beneficiary of Sections 2.5 and 2.6 hereof for so long as AT&T Corp. holds a number of shares of Class A Common Stock, par value $0.01 per share, of the Company at least equal to five percent (5%) of the aggregate number of outstanding shares of such Class A Common Stock and Class B Common Stock, par value $0.01 per share, of the Company. 6.14 Further Assurances. Each of the parties shall, and shall cause their respective Affiliates to, execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

12 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Reimbursement Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: WARNER COMMUNICATIONS INC. By: Name:

Title: AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION By: Name:

Title:

12 IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Reimbursement Agreement on the date first written above. TIME WARNER CABLE INC. By: Name:

Title: AOL TIME WARNER INC. By: Name:

Title: WARNER COMMUNICATIONS INC. By: Name:

Title: AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION By: Name:

Title: TIME WARNER ENTERTAINMENT COMPANY, L.P. By: WARNER COMMUNICATIONS INC., as General Partner By: Name:

Title:

Exhibit A TIME WARNER ENTERTAINMENT COMPANY, L.P.,

Exhibit A TIME WARNER ENTERTAINMENT COMPANY, L.P., AND TIME WARNER CABLE INC. TO THE BANK OF NEW YORK, TRUSTEE EIGHTH SUPPLEMENTAL INDENTURE DATED AS OF [_______________]

EIGHTH SUPPLEMENTAL INDENTURE dated as of [_____], 200[_], by and among TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE"), TIME WARNER CABLE INC., a corporation duly organized and existing under the laws of the State of Delaware ("TW Cable "), and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of New York, Trustee (the "Trustee"). RECITALS Time Warner, Inc. ("TWI"), TWE, the Trustee and certain other parties have executed and delivered an Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth Supplemental Indenture dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated as of September 29, 1997 and a Seventh Supplemental Indenture dated as of December 29, 1997 (the "Indenture"), providing for, among other things, the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture. TWE and TW Cable have duly authorized the execution and delivery of this Eighth Supplemental Indenture to provide for, among other things, (i) the guarantee of TWE's obligations under the Securities by TW Cable (the "TW Cable Guaranty") and (ii) the addition of TW Cable as a party to the Indenture, subject in each case to the terms and conditions described herein. This Eighth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture. All things necessary to make this Eighth Supplemental Indenture a valid and binding agreement of TWE and TW Cable have been done. NOW, THEREFORE, WITNESSETH: For and in consideration of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed, for the equal proportionate benefit of all Holders of the Securities, as follows: ARTICLE ONE INCORPORATION OF PREVIOUS DOCUMENTS

EIGHTH SUPPLEMENTAL INDENTURE dated as of [_____], 200[_], by and among TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("TWE"), TIME WARNER CABLE INC., a corporation duly organized and existing under the laws of the State of Delaware ("TW Cable "), and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of New York, Trustee (the "Trustee"). RECITALS Time Warner, Inc. ("TWI"), TWE, the Trustee and certain other parties have executed and delivered an Indenture dated as of April 30, 1992, as amended by a First Supplemental Indenture dated as of June 30, 1992, a Second Supplemental Indenture dated as of December 9, 1992, a Third Supplemental Indenture dated as of October 12, 1993, a Fourth Supplemental Indenture dated as of March 29, 1994, a Fifth Supplemental Indenture dated as of December 28, 1994, a Sixth Supplemental Indenture dated as of September 29, 1997 and a Seventh Supplemental Indenture dated as of December 29, 1997 (the "Indenture"), providing for, among other things, the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the "Securities"), to be issued in one or more series as provided in the Indenture. TWE and TW Cable have duly authorized the execution and delivery of this Eighth Supplemental Indenture to provide for, among other things, (i) the guarantee of TWE's obligations under the Securities by TW Cable (the "TW Cable Guaranty") and (ii) the addition of TW Cable as a party to the Indenture, subject in each case to the terms and conditions described herein. This Eighth Supplemental Indenture is being executed pursuant to and in accordance with Section 901 of the Indenture. All things necessary to make this Eighth Supplemental Indenture a valid and binding agreement of TWE and TW Cable have been done. NOW, THEREFORE, WITNESSETH: For and in consideration of the promises and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed, for the equal proportionate benefit of all Holders of the Securities, as follows: ARTICLE ONE INCORPORATION OF PREVIOUS DOCUMENTS SECTION 101. INCORPORATION OF PREVIOUS DOCUMENTS. This Eighth Supplemental Indenture is a supplemental indenture within the meaning of the Indenture and shall be read together and shall have the same effect as

2 though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference. SECTION 102. DEFINITIONS. Unless otherwise provided herein, the terms used herein shall have the meanings ascribed to such terms in the Indenture. SECTION 103. GOVERNING LAW. This Eighth Supplemental Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York.

2 though all the provisions thereof and hereof were contained in one instrument. Unless otherwise expressly provided, the provisions of the Indenture are incorporated herein by reference. SECTION 102. DEFINITIONS. Unless otherwise provided herein, the terms used herein shall have the meanings ascribed to such terms in the Indenture. SECTION 103. GOVERNING LAW. This Eighth Supplemental Indenture, the Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York. ARTICLE TWO GUARANTY SECTION 201. TW CABLE GUARANTY. For value received, TW Cable, and each of its successors and assigns, hereby fully and unconditionally guarantees to each Holder of the Securities upon which this TW Cable Guaranty is referred to, and to the Trustee on behalf of each such Holder, the due and punctual payment of all principal of (and premium, if any, on) and interest on such Security, when and as the same shall become due and payable, whether at Stated Maturity upon redemption or repayment, upon declaration of acceleration or otherwise, according to the terms of the Securities and of the Indenture. In case of the failure of TWE or any successor thereto punctually to pay any such principal, premium or interest, TW Cable hereby agrees to immediately cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, upon redemption or repayment, upon declaration of acceleration or otherwise, as if such payment were made by TWE. TW Cable hereby agrees that as long as this Section 201 is in effect with respect to TW Cable pursuant to the Indenture, its obligations hereunder shall be unconditional and absolute, irrespective of the validity, regularity or enforceability of any such Security or the Indenture, the absence of any action to enforce the same, the granting of any waiver or consent by the Holder of any such Security with respect to any provisions thereof, the recovery of any judgment against TWE or any action to enforce the same, or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of a guarantor. TW Cable hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of TWE, any right to require a proceeding be brought first against TWE, protest, notice and all demands whatsoever, and covenants that as long as this Section 201 is in effect with respect to TW Cable pursuant to the Indenture, this TW Cable Guaranty will not be discharged except by complete payment of the payment and other obligations contained in any such Security or in this Section 201.

3 TW Cable acknowledges and agrees for the benefit of the Trustee and such Holders that the Trustee and such Holders (in the case of an Event of Default under Section 501(1) or (2) of the Indenture) may directly and simultaneously proceed against TW Cable for the enforcement of this TW Cable Guaranty and against TWE (as Obligor). The obligations of TW Cable hereunder are independent of the obligations of TWE under the Securities and the Indenture, and a separate action or actions may be brought and prosecuted against TW Cable hereunder whether or not (i) an action or proceeding is brought against TWE or any other guarantor, (ii) TWE or TW Cable is joined in any such action or proceeding against such other guarantor and (iii) the Trustee or such Holders have taken any action to collect or attempt to otherwise collect such obligations from TWE or any other Person liable therefor. Anything in this Section 201 to the contrary notwithstanding, the TW Cable Guaranty is and shall be deemed to be a Guarantee of payment, and not a Guarantee of collection.

3 TW Cable acknowledges and agrees for the benefit of the Trustee and such Holders that the Trustee and such Holders (in the case of an Event of Default under Section 501(1) or (2) of the Indenture) may directly and simultaneously proceed against TW Cable for the enforcement of this TW Cable Guaranty and against TWE (as Obligor). The obligations of TW Cable hereunder are independent of the obligations of TWE under the Securities and the Indenture, and a separate action or actions may be brought and prosecuted against TW Cable hereunder whether or not (i) an action or proceeding is brought against TWE or any other guarantor, (ii) TWE or TW Cable is joined in any such action or proceeding against such other guarantor and (iii) the Trustee or such Holders have taken any action to collect or attempt to otherwise collect such obligations from TWE or any other Person liable therefor. Anything in this Section 201 to the contrary notwithstanding, the TW Cable Guaranty is and shall be deemed to be a Guarantee of payment, and not a Guarantee of collection. If the Trustee or the Holder of any such Security is required by any court or otherwise to return to TWE or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to TWE, any amount paid to the Trustee or such Holder in respect of such Security, this TW Cable Guaranty, to the extent theretofore discharged, shall be reinstated in full force and effect. TW Cable further agrees, to the fullest extent that it may lawfully do so, that, as between TW Cable, on the one hand, and such Holders and the Trustee, on the other hand, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Five of the Indenture for the purposes of this TW Cable Guaranty, notwithstanding any stay, injunction or other prohibition extent under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. TW Cable hereby irrevocably subordinates to the prior payment in full of all Securities guaranteed by TW Cable hereunder, any claim or other rights which it may now or hereafter acquire against TWE that arises from the existence, payment, performance or enforcement of TW Cable's obligations under this TW Cable Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, any right to participate in any claim or remedy of any Holder of any such Security or the Trustee on behalf of such Holder against TWE or any collateral which any such Holder or the Trustee on behalf of such Holder hereafter acquires, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from TWE, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to TW Cable in violation of the preceding sentence at any time prior to the payment in full of all obligations and all other amounts payable hereunder, such amount shall be deemed to have been paid to TW Cable for the benefit of, and held in trust for the benefit of, any Holder of such Security and the Trustee on behalf of such Holder, and shall forthwith be paid to the Trustee for the benefit of such Holder to be credited and applied upon such guaranteed obligations, whether matured or unmatured, in accordance

4 with the terms of the Indenture. TW Cable acknowledges that the subordination set forth in this Section 201 is knowingly made. This TW Cable Guaranty shall become effective upon execution and delivery of this Eighth Supplemental Indenture by each of the parties hereto. No reference herein to the Indenture and no provision of this Section 201 or of the Indenture shall alter or impair the Guarantee of TW Cable, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest on the Securities upon which this TW Cable Guaranty is referred to. ARTICLE THREE ADDITION OF TW CABLE AS A PARTY TO INDENTURE By execution of this Eighth Supplemental Indenture, TW Cable agrees that it shall be party to, and shall be

4 with the terms of the Indenture. TW Cable acknowledges that the subordination set forth in this Section 201 is knowingly made. This TW Cable Guaranty shall become effective upon execution and delivery of this Eighth Supplemental Indenture by each of the parties hereto. No reference herein to the Indenture and no provision of this Section 201 or of the Indenture shall alter or impair the Guarantee of TW Cable, which is absolute and unconditional, of the due and punctual payment of the principal of (and premium, if any) and interest on the Securities upon which this TW Cable Guaranty is referred to. ARTICLE THREE ADDITION OF TW CABLE AS A PARTY TO INDENTURE By execution of this Eighth Supplemental Indenture, TW Cable agrees that it shall be party to, and shall be subject to, bound by and entitled to the benefits of, the Indenture as supplemented by this Eighth Supplemental Indenture. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one of the same instrument. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

5 IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed by their respective officers or agents, all as of the day and year first above written. TIME WARNER ENTERTAINMENT COMPANY, L.P. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: THE BANK OF NEW YORK, Trustee By: Name:

Title:

5 IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed by their respective officers or agents, all as of the day and year first above written. TIME WARNER ENTERTAINMENT COMPANY, L.P. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: THE BANK OF NEW YORK, Trustee By: Name:

Title:

6
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of TIME WARNER ENTERTAINMENT COMPANY, L.P., the Delaware limited partnership described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the __ day of ________, before me personally came

6
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of TIME WARNER ENTERTAINMENT COMPANY, L.P., the Delaware limited partnership described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the __ day of ________, before me personally came

___________, to me known, who, being by me duly sworn, did depose and say that he is a __________ of TIME WARNER CABLE INC., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________ 7
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________

EXHIBIT 10.11 FORM OF

7
STATE OF NEW YORK COUNTY OF NEW YORK ) : )

On the ____ day of ________, before me personally came

____________, to me known, who, being by me duly sworn, did depose and say that he is a ____________ of THE BANK OF NEW YORK, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said limited partnership; that the seal affixed to said instrument is such seal; that it was so affixed by authority of the Board of Representatives or the Managing General Partners of said limited partnership, and that he signed his name thereto by like authority.

Notary Public, State of New York No. ____________ Qualified in New York County Commission Expires ________

EXHIBIT 10.11 FORM OF BRAND LICENSE AGREEMENT BETWEEN WARNER COMMUNICATIONS INC. AND TIME WARNER CABLE INC. DATED AS OF ______, 2002

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE................................................................................ 2.1 High Speed Internet Services........................................................... 2.2 Promotional Products................................................................... 2.3 Ancillary Broadband Services........................................................... 2.4 Portals................................................................................ 2.5 Content, Equipment and Software........................................................ 2.6 Transferability........................................................................ 2.7 Request for License.................................................................... 2.8 Reservation of Rights.................................................................. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT..................................... 3.1 Resellers.............................................................................. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks........................ 3.3 Bundling............................................................................... 3.4 Co-Marketing........................................................................... 3.5 General Purpose Credit Cards........................................................... 3.6 Dealers................................................................................ 3.7 Sublicenses...........................................................................1

3.

EXHIBIT 10.11 FORM OF BRAND LICENSE AGREEMENT BETWEEN WARNER COMMUNICATIONS INC. AND TIME WARNER CABLE INC. DATED AS OF ______, 2002

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE................................................................................ 2.1 High Speed Internet Services........................................................... 2.2 Promotional Products................................................................... 2.3 Ancillary Broadband Services........................................................... 2.4 Portals................................................................................ 2.5 Content, Equipment and Software........................................................ 2.6 Transferability........................................................................ 2.7 Request for License.................................................................... 2.8 Reservation of Rights.................................................................. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT..................................... 3.1 Resellers.............................................................................. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks........................ 3.3 Bundling............................................................................... 3.4 Co-Marketing........................................................................... 3.5 General Purpose Credit Cards........................................................... 3.6 Dealers................................................................................ 3.7 Sublicenses...........................................................................1 TERM AND TERMINATION...........................................................................1 4.1 Term..................................................................................1 4.2 Termination...........................................................................1 4.3 Notice of Termination.................................................................1 4.4 Effect of Termination.................................................................1 4.5 Other Rights Unaffected...............................................................1 4.6 Bankruptcy............................................................................1 QUALITY CONTROL................................................................................1 5.1 General...............................................................................1 5.2 Quality Standards.....................................................................1 5.3 Quality Service Reviews; Right of Inspection..........................................1 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................1 REMEDIES 6.1 6.2 6.3 FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................1 Non-compliance with Quality Standards and Cure........................................1 Potential Injury to Persons or Property...............................................1 Licensor's Rights to License Others...................................................1

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Pa

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE................................................................................ 2.1 High Speed Internet Services........................................................... 2.2 Promotional Products................................................................... 2.3 Ancillary Broadband Services........................................................... 2.4 Portals................................................................................ 2.5 Content, Equipment and Software........................................................ 2.6 Transferability........................................................................ 2.7 Request for License.................................................................... 2.8 Reservation of Rights.................................................................. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT..................................... 3.1 Resellers.............................................................................. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks........................ 3.3 Bundling............................................................................... 3.4 Co-Marketing........................................................................... 3.5 General Purpose Credit Cards........................................................... 3.6 Dealers................................................................................ 3.7 Sublicenses...........................................................................1 TERM AND TERMINATION...........................................................................1 4.1 Term..................................................................................1 4.2 Termination...........................................................................1 4.3 Notice of Termination.................................................................1 4.4 Effect of Termination.................................................................1 4.5 Other Rights Unaffected...............................................................1 4.6 Bankruptcy............................................................................1 QUALITY CONTROL................................................................................1 5.1 General...............................................................................1 5.2 Quality Standards.....................................................................1 5.3 Quality Service Reviews; Right of Inspection..........................................1 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................1 REMEDIES 6.1 6.2 6.3 FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................1 Non-compliance with Quality Standards and Cure........................................1 Potential Injury to Persons or Property...............................................1 Licensor's Rights to License Others...................................................1

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Pa -7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT............................................1 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright.....................1 7.2 Similar Marks.........................................................................1 7.3 Infringement..........................................................................1 7.4 Compliance with Legal Requirements....................................................1 USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS....................2 8.1 Licensee Marks........................................................................2 8.2 Modification of Licensed Marks or Licensed Copyright..................................2 8.3 Third Party Marks.....................................................................2 8.4 Internet Domain Names.................................................................2 LIABILITY AND INDEMNIFICATION..................................................................2 9.1 Indemnification.......................................................................2 9.2 Notification and Defense of Claims....................................................2 9.3 Insurance.............................................................................2 AGREEMENT PERSONAL.............................................................................2 10.1 Personal to Licensee..................................................................2 10.2 Licensee Acknowledgment...............................................................2 RETENTION OF RIGHTS............................................................................2 SPONSORSHIP....................................................................................2

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11. 12.

Pa -7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT............................................1 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright.....................1 7.2 Similar Marks.........................................................................1 7.3 Infringement..........................................................................1 7.4 Compliance with Legal Requirements....................................................1 USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS....................2 8.1 Licensee Marks........................................................................2 8.2 Modification of Licensed Marks or Licensed Copyright..................................2 8.3 Third Party Marks.....................................................................2 8.4 Internet Domain Names.................................................................2 LIABILITY AND INDEMNIFICATION..................................................................2 9.1 Indemnification.......................................................................2 9.2 Notification and Defense of Claims....................................................2 9.3 Insurance.............................................................................2 AGREEMENT PERSONAL.............................................................................2 10.1 Personal to Licensee..................................................................2 10.2 Licensee Acknowledgment...............................................................2 RETENTION OF RIGHTS............................................................................2 SPONSORSHIP....................................................................................2 CONSENT OF LICENSOR............................................................................2 NOTICES........................................................................................2 GOVERNMENTAL LICENSES, PERMITS AND APPROVALS...................................................2 APPLICABLE LAW.................................................................................2 CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION.............................................2 MISCELLANEOUS..................................................................................2 18.1 Entire Agreement......................................................................2 18.2 Relationship of the Parties...........................................................2 18.3 Amendments, Waivers...................................................................2 18.4 Assignment............................................................................2 18.5 Specific Performance..................................................................2 18.6 Remedies Cumulative...................................................................2 18.7 No Waiver.............................................................................2 18.8 Rules of Construction.................................................................2 18.9 No Third Party Beneficiaries..........................................................2

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11. 12. 13. 14. 15. 16. 17. 18.

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18.10

iii

BRAND LICENSE AGREEMENT BRAND LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and between Warner Communications Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc. a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks and the Licensed Copyright in connection with the Licensed Services; and WHEREAS, Licensee wishes to use the Licensed Marks and the Licensed Copyright in a limited manner in the

18.10

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iii

BRAND LICENSE AGREEMENT BRAND LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and between Warner Communications Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc. a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks and the Licensed Copyright in connection with the Licensed Services; and WHEREAS, Licensee wishes to use the Licensed Marks and the Licensed Copyright in a limited manner in the Licensed Territory in connection with the Licensed Services; and WHEREAS, Licensor is willing to license and allow Licensee to use the Licensed Marks and the Licensed Copyright in the Licensed Territory under the terms and conditions set forth in this Agreement; and WHEREAS, this Agreement is effective on the Closing. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS "AFFILIATE": An Affiliate of a Person means a Person that controls, is controlled by, or is under common control with such Person. "ANCILLARY BROADBAND SERVICES": The following products or services: (a) The marketing, provision and sale of customer care services in support of Licensee's provision of Licensed Services; (b) The marketing, provision and sale of activation and authorization services (for avoidance of doubt, authorization service is the provision of a signal to a set top box, which signal authorizes the subscriber to receive specified services using that box; activation service is the provision of a signal to a set top box, which signal activates the box to receive any services) in support of Licensee's provision of Licensed Services to its customers; (c) The marketing, provision, sale and distribution of Point Of Deployment modules (PODS) that are used to identify a Consumer as an authorized subscriber of Licensee's High Speed Internet

Services entitled to certain pre-selected proprietary features available from the High Speed Internet Services; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on High Speed Internet Services owned or managed by Licensee, on High Speed Internet Services owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and

BRAND LICENSE AGREEMENT BRAND LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and between Warner Communications Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc. a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks and the Licensed Copyright in connection with the Licensed Services; and WHEREAS, Licensee wishes to use the Licensed Marks and the Licensed Copyright in a limited manner in the Licensed Territory in connection with the Licensed Services; and WHEREAS, Licensor is willing to license and allow Licensee to use the Licensed Marks and the Licensed Copyright in the Licensed Territory under the terms and conditions set forth in this Agreement; and WHEREAS, this Agreement is effective on the Closing. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS "AFFILIATE": An Affiliate of a Person means a Person that controls, is controlled by, or is under common control with such Person. "ANCILLARY BROADBAND SERVICES": The following products or services: (a) The marketing, provision and sale of customer care services in support of Licensee's provision of Licensed Services; (b) The marketing, provision and sale of activation and authorization services (for avoidance of doubt, authorization service is the provision of a signal to a set top box, which signal authorizes the subscriber to receive specified services using that box; activation service is the provision of a signal to a set top box, which signal activates the box to receive any services) in support of Licensee's provision of Licensed Services to its customers; (c) The marketing, provision, sale and distribution of Point Of Deployment modules (PODS) that are used to identify a Consumer as an authorized subscriber of Licensee's High Speed Internet

Services entitled to certain pre-selected proprietary features available from the High Speed Internet Services; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on High Speed Internet Services owned or managed by Licensee, on High Speed Internet Services owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and (e) Any other ancillary services provided in connection with the Licensed Services, including repair, billing and provisioning services. "APPROVAL": The granting by all appropriate Regulatory Authorities of all necessary licenses, permits, approvals, authorizations and clearances for this Agreement and the registration or recording of this Agreement as required by all Regulatory Authorities.

Services entitled to certain pre-selected proprietary features available from the High Speed Internet Services; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on High Speed Internet Services owned or managed by Licensee, on High Speed Internet Services owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and (e) Any other ancillary services provided in connection with the Licensed Services, including repair, billing and provisioning services. "APPROVAL": The granting by all appropriate Regulatory Authorities of all necessary licenses, permits, approvals, authorizations and clearances for this Agreement and the registration or recording of this Agreement as required by all Regulatory Authorities. "AUTHORIZED DEALERS": Any distributor or other agent of Licensee authorized by Licensee to market, advertise or otherwise offer, on behalf of Licensee, any Licensed Services or Promotional Products under the Licensed Marks or the Licensed Copyright in the Licensed Territory. "BANKRUPTCY": With respect to a Person, means (i) the filing by such Person of a voluntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment, in any form, of its debts under Title 11 of the United States Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, or such Person's filing an answer consenting to, or acquiescing in any such petition; (ii) the making by such Person of any assignment for the benefit of its creditors, or the admission by such Person in writing of its inability to pay its debts as they mature; (iii) the expiration of 60 days after the filing of an involuntary petition under Title 11 of the United States Code (or corresponding provisions of future laws), an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment of its debts or similar relief under any bankruptcy or insolvency law, provided that, the same shall not have been vacated, set aside or stayed within such 60 day period; or (iv) the entry of an order for relief against such Person under Title 11 of the United States Bankruptcy Code. "CHANGE OF CONTROL": with respect to Licensee, shall mean the occurrence of the earlier of the following: (a) The beneficial owner (for all purposes hereof, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) as of the Closing of a majority of (i) the outstanding shares of common stock of the Licensee (the "Outstanding Company Common Stock") or (ii) the combined voting power of the 2

outstanding voting securities of the Licensee entitled to vote generally in the election of directors of the Licensee (the "Outstanding Company Voting Securities"), ceases to beneficially own, together with its Affiliates, at least 40% of the Outstanding Common Stock or the Outstanding Company Voting Securities; or (b) A change of Control of Licensee, as determined by Licensor acting in good faith; provided that, this section (b) shall not apply until the beneficial owner as of the Closing of a majority of the Outstanding Company Common Stock or the Outstanding Company Voting Securities ceases to beneficially own, together with its Affiliates, at least 60% of the Outstanding Common Stock or the Outstanding Company Voting Securities. "CLOSING": As defined in the Restructuring Agreement. "CO-MARKETING": The marketing, promotion, advertising, offering or sale of one Person's goods or services with another Person's goods or services. "CONSUMER": An end-user of any product or service who uses that product or service. "CONTROL": means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by

outstanding voting securities of the Licensee entitled to vote generally in the election of directors of the Licensee (the "Outstanding Company Voting Securities"), ceases to beneficially own, together with its Affiliates, at least 40% of the Outstanding Common Stock or the Outstanding Company Voting Securities; or (b) A change of Control of Licensee, as determined by Licensor acting in good faith; provided that, this section (b) shall not apply until the beneficial owner as of the Closing of a majority of the Outstanding Company Common Stock or the Outstanding Company Voting Securities ceases to beneficially own, together with its Affiliates, at least 60% of the Outstanding Common Stock or the Outstanding Company Voting Securities. "CLOSING": As defined in the Restructuring Agreement. "CO-MARKETING": The marketing, promotion, advertising, offering or sale of one Person's goods or services with another Person's goods or services. "CONSUMER": An end-user of any product or service who uses that product or service. "CONTROL": means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. "COPYRIGHT": Any original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. ss. 101 et. seq. and any registrations and applications therefor. "DEDICATED WIRELESS DEVICES": Bi-directional cellular telecommunication devices that use Mobile Wireless Services as their sole mode of communication with other devices (other than a personal computer for purposes of synchronizing a calendar or address book) and users. "DEDICATED WIRELESS PORTALS": Portals that are used solely for, and accessed solely through, Mobile Wireless Services. "DMA": Designated marketing area, as determined by Nielson Media Research and published in its Nielson Station Index Directory and Nielson Station Index US Television Household Estimates. "EQUIPMENT AND SOFTWARE": As defined in Section 2.5. "FCC": The Federal Communications Commission and any successor governmental authority. "FIELD OF USE": The provision in the Licensed Territory of High Speed Internet Services, Ancillary Broadband Services and Equipment and Software. 3

"HIGH SPEED INTERNET SERVICES": The service of providing subscribers with use of "online services" at a digital signal rate of 128 kilobits per second or above. For purposes of this definition, "online services" means the services available over the Internet. For avoidance of doubt, the "online services" themselves are not High Speed Internet Services. "INDEMNIFIED PARTY": As defined in Section 9.3 of this Agreement. "INDEMNIFYING PARTY": As defined in Section 9.3 of this Agreement. "LICENSED COPYRIGHT": shall mean certain Copyrights of the Warner Bros. cartoon character known as ROAD RUNNER. "LICENSED MARKS": shall mean the ROAD RUNNER and the ROAD RUNNER word Mark, various depictions of the ROAD RUNNER mark and the Warner Bros. cartoon character known as ROAD RUNNER, and Licensor's Trade Dress and other indicia associated with the Warner Bros. character known as the ROAD

"HIGH SPEED INTERNET SERVICES": The service of providing subscribers with use of "online services" at a digital signal rate of 128 kilobits per second or above. For purposes of this definition, "online services" means the services available over the Internet. For avoidance of doubt, the "online services" themselves are not High Speed Internet Services. "INDEMNIFIED PARTY": As defined in Section 9.3 of this Agreement. "INDEMNIFYING PARTY": As defined in Section 9.3 of this Agreement. "LICENSED COPYRIGHT": shall mean certain Copyrights of the Warner Bros. cartoon character known as ROAD RUNNER. "LICENSED MARKS": shall mean the ROAD RUNNER and the ROAD RUNNER word Mark, various depictions of the ROAD RUNNER mark and the Warner Bros. cartoon character known as ROAD RUNNER, and Licensor's Trade Dress and other indicia associated with the Warner Bros. character known as the ROAD RUNNER, including but not limited to its characteristic "BEEP BEEP". "LICENSED SERVICES": High Speed Internet Services and Ancillary Broadband Services, each in the Licensed Territory. "LICENSED TERRITORY": The Licensed Territory shall be the United States, its territories and possessions thereof, and Canada. "LICENSEE": As defined in the Preamble to this Agreement. "LICENSEE MARKS": All Marks which are adopted, used and owned by Licensee after the Closing in connection with the Licensed Services or Promotional Products. For avoidance of doubt, Licensee Marks does not include Marks that incorporate the Licensed Marks or the Licensed Copyright. "LICENSOR": As defined in the Preamble to this Agreement. "MARK": Any name, brand, mark, trademark, service mark, sound mark, design, logo, trade dress, trade name, business name, slogan, domain name or other indicia of origin. "MARKETING MATERIALS": Any and all materials, whether written, oral, visual or in any other medium, used by Licensee or its Authorized Dealers, Resellers or Value Added Resellers or Sublicensees to market, advertise or otherwise offer any Licensed Services under the Licensed Marks or the Licensed Copyright, including but not limited to Promotional Products. "MOBILE WIRELESS SERVICES": A non-private telecommunications service that provides wide-area communication of information, including voice, data, video or combinations thereof, over a bi-directional communication path that extends through the air from a base-station to a mobile-subscriber communication device, which base-station 4

transmits and receives subscriber-addressed, communications to and from more than one addressed subscriber and wherein the communication path is switched from one such base-station to another such base-station in response to movement of the addressed subscriber's mobile communication device. Mobile Wireless Services shall not include a private telecommunications connection within or around a residence or business that provides local-area communication of information at or around such residence or business. "PERSON": Any individual, corporation, partnership, firm, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, estate, incorporated or unincorporated organization, governmental or regulatory body, business unit, or other entity. "PORTAL": An Internet web site that serves as a gateway to the Internet and that includes one or more of the

transmits and receives subscriber-addressed, communications to and from more than one addressed subscriber and wherein the communication path is switched from one such base-station to another such base-station in response to movement of the addressed subscriber's mobile communication device. Mobile Wireless Services shall not include a private telecommunications connection within or around a residence or business that provides local-area communication of information at or around such residence or business. "PERSON": Any individual, corporation, partnership, firm, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, estate, incorporated or unincorporated organization, governmental or regulatory body, business unit, or other entity. "PORTAL": An Internet web site that serves as a gateway to the Internet and that includes one or more of the following features: a search engine; electronic mail; instant messaging; chat services; or web hosting. "PROMOTIONAL PRODUCTS": Any goods or services which are used to advertise or promote any Licensed Services, such as t-shirts, golf balls, pens and the like, but not any products or services that, in Licensor's opinion acting in good faith, are not fairly characterized as being used for advertisement or promotion. "QUALITY CONTROL REPRESENTATIVES": Representatives of Licensor appointed in accordance with Article 5. "QUALITY STANDARDS": As defined in Section 5.2 of this Agreement. "REGULATORY AUTHORITY": Any regulatory, administrative or governmental entity, authority, agency, commission, tribunal or official, including without limitation, the FCC and the Export Licensing Office of the U.S. Department of Commerce. "RESELLER": Any Person other than Licensee that sells, distributes or leases Licensed Services from Licensee. "RESTRUCTURING AGREEMENT": The Restructuring Agreement, dated as of the date hereof, by and among AOL Time Warner Inc., a Delaware corporation, AT&T Corp., a New York corporation, and the other parties named therein. "ROAD RUNNER LICENSEES": Those Persons and business units that are part of Licensor as of the Closing and any other Persons who are licensed under, or otherwise permitted to use, the Licensed Marks or the Licensed Copyright by Licensor prior to or during the term of this Agreement. "SERVICE BUNDLES": A single contract offered or supplied to a Person for multiple services or systems integration contracts. For avoidance of doubt, Licensee's 5

offering of any two or more Licensed Services in a package shall not itself constitute a Service Bundle hereunder. "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the use of the Licensed Marks and Licensed Copyright including, but not limited to, the size, color and appearance of the Licensed Marks and Licensed Copyright as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement. "SUBSIDIARY": With respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person.

offering of any two or more Licensed Services in a package shall not itself constitute a Service Bundle hereunder. "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the use of the Licensed Marks and Licensed Copyright including, but not limited to, the size, color and appearance of the Licensed Marks and Licensed Copyright as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement. "SUBSIDIARY": With respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person. "SUCCESSOR": With respect to any party, any successor, transferee or assignee, including, without limitation, any receiver, debtor-in-possession, trustee, conservator or similar Person with respect to such party or such party's assets. "TERM": As defined in Section 4.1 of this Agreement. "TRADE DRESS": The general image or appearance of the Licensed Mark and of the Licensed Services and Marketing Materials or Promotional Products and any packaging and labeling therefor, including without limitation, the combination of colors, designs, sizing configurations, publication formats and the like as set forth in the Style Guidelines and as such trade dress may be modified or replaced pursuant to Section 8.2 of this Agreement, and such other trade dress as may be added thereto or substituted therefor in accordance with Section 8.2. "TW LICENSEES": As defined in that certain Brand License Agreement, dated as of the date hereof, by and between Time Warner Inc., a Delaware corporation, and Licensee. "VALUE ADDED RESELLER": Any Person that combines Licensed Services with additional software, services or features and then sells, distributes or leases such combinations directly to end users. 2. GRANT OF LICENSE Subject to the terms and conditions of this Agreement, Licensor makes the following royalty-free license grants: 6

2.1 High Speed Internet Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 to provide High Speed Internet Services in the Licensed Territory. For avoidance of doubt, outside the Licensed Territory, Licensee has no right or license to use the Licensed Marks or the Licensed Copyright in connection with High Speed Internet Services. Notwithstanding anything to the contrary contained herein, Licensor has the right to use, and license to any Person, the Licensed Marks and the Licensed Copyright throughout the world, including within the Licensed Territory, in connection with content distributed through High Speed Internet Services or any other distribution networks. Without limiting the effect of the preceding sentences in any way, Licensor agrees not to license to any Person, the Licensed Marks and the Licensed Copyright for the provision of such services using DSL (digital subscriber line), dial-up or DBS (direct broadcast satellite) technologies in the Licensed Territory. 2.2 Promotional Products. Licensor hereby grants to Licensee a non-exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article

2.1 High Speed Internet Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 to provide High Speed Internet Services in the Licensed Territory. For avoidance of doubt, outside the Licensed Territory, Licensee has no right or license to use the Licensed Marks or the Licensed Copyright in connection with High Speed Internet Services. Notwithstanding anything to the contrary contained herein, Licensor has the right to use, and license to any Person, the Licensed Marks and the Licensed Copyright throughout the world, including within the Licensed Territory, in connection with content distributed through High Speed Internet Services or any other distribution networks. Without limiting the effect of the preceding sentences in any way, Licensor agrees not to license to any Person, the Licensed Marks and the Licensed Copyright for the provision of such services using DSL (digital subscriber line), dial-up or DBS (direct broadcast satellite) technologies in the Licensed Territory. 2.2 Promotional Products. Licensor hereby grants to Licensee a non-exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 on Promotional Products in the Licensed Territory. 2.3 Ancillary Broadband Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and the Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 for Ancillary Broadband Services provided in the Licensed Territory. 2.4 Portals. Licensor hereby grants to Licensee a non-exclusive perpetual right and license to use the Licensed Marks and Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 on Portals that are used in connection with High Speed Internet Services provided to subscribers of the Licensed Services in the Licensed Territory; provided that, any use of the Licensed Marks or the Licensed Copyright in connection with Portals must be accompanied by a source indicator that identifies the nature of the Licensed Services (e.g., high speed online services) and said source indicator shall be in close proximity to the Licensed Marks or the Licensed Copyright and shall not appear smaller than, or less visible than the surrounding text; provided that, Licensee shall have a transitional period of three months following the Closing to ensure it is in compliance with this Section 2.4. 2.5 Equipment and Software. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks and Licensed Copyright in accordance with the Quality Standards as set forth in Article 5 on equipment and software used in connection with the provision of Licensed Services, other than the following: (a) Communication devices, such as telephones, pagers, email devices, etc.; 7

(b) Telephone answering devices; (c) Personal digital assistants; and (d) Telephone accessories (e.g., handset cords; outlet jacks; cord detanglers; amplification headsets), but including cable set top boxes, cable modems and in-home networking equipment for connecting set top boxes or cable modems with other devices for service applications (the "Equipment and Software"). 2.6 Transferability. Except as provided in Section 3.1 with respect to Resellers and Value Added Resellers, in Section 3.6 with respect to Authorized Dealers and in Section 3.7 with respect to Sublicenses, the licenses granted herein shall be non-transferable. 2.7 Request for License. If Licensee wishes to use the Licensed Marks on any goods or services other than Licensed Services and Promotional Products or on any goods or services or in any territory not expressly granted by this Agreement, it may request a grant of such license from Licensor.

(b) Telephone answering devices; (c) Personal digital assistants; and (d) Telephone accessories (e.g., handset cords; outlet jacks; cord detanglers; amplification headsets), but including cable set top boxes, cable modems and in-home networking equipment for connecting set top boxes or cable modems with other devices for service applications (the "Equipment and Software"). 2.6 Transferability. Except as provided in Section 3.1 with respect to Resellers and Value Added Resellers, in Section 3.6 with respect to Authorized Dealers and in Section 3.7 with respect to Sublicenses, the licenses granted herein shall be non-transferable. 2.7 Request for License. If Licensee wishes to use the Licensed Marks on any goods or services other than Licensed Services and Promotional Products or on any goods or services or in any territory not expressly granted by this Agreement, it may request a grant of such license from Licensor. 2.8 Reservation of Rights. Except as expressly licensed in this Article 2, Licensee shall have no rights or license to use any of the Licensed Marks or Licensed Copyright in connection with any products or services. To the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, such "exclusive" rights solely relate to the use of the Licensed Marks and the Licensed Copyright in connection with the specified provision of the Licensed Services in the Licensed Territory. Except to the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, Licensor retains the sole and exclusive right to use any Marks and Copyrights, including the Licensed Marks and the Licensed Copyright for any purpose whatsoever. Licensee covenants and agrees that it will not use any of the Licensed Marks or the Licensed Copyright in connection with any products or services or in any territory that are not expressly licensed pursuant to the provisions of this Article 2 and any such unlicensed use by Licensee of the Licensed Marks or the Licensed Copyright shall be deemed a "Significant Breach by Licensee" under Section 4.2 of this Agreement unless cured pursuant to Section 4.2(a) of this Agreement. Without in any way limiting the foregoing, Licensee shall not use the Licensed Marks or Licensed Copyright in connection with Dedicated Wireless Devices or Dedicated Wireless Portals. 3. RESTRICTIONS ON USE OF LICENSED MARK AND LICENSED COPYRIGHT 3.1 Resellers. Licensee may permit Resellers and Value Added Resellers to use the Licensed Marks and/or the Licensed Copyright on a non-exclusive basis and solely in connection with Licensed Services obtained from Licensee; provided, however, 8

that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5 and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Reseller or Value Added Reseller may use any Licensed Marks and/or the Licensed Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and/or the Licensed Copyright by a Reseller or Value Added Reseller in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks. Any use by Licensee of Licensee Marks in conjunction with the Licensed Marks or the Licensed Copyright must comply with all other terms of this Agreement, including without limitation, the Quality Standards set forth in Article 5. 3.3 Bundling. Licensee may use the Licensed Marks and the Licensed Copyright in connection with Service Bundles in accordance with the Quality Standards set forth in Article 5 on a non-exclusive basis if: (a) The Service Bundle is predominantly built around a Licensed Service or is provided in conjunction with an Affiliate of Licensor; and

that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5 and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Reseller or Value Added Reseller may use any Licensed Marks and/or the Licensed Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and/or the Licensed Copyright by a Reseller or Value Added Reseller in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.2 Use of Licensed Marks or Licensed Copyright with Licensee Marks. Any use by Licensee of Licensee Marks in conjunction with the Licensed Marks or the Licensed Copyright must comply with all other terms of this Agreement, including without limitation, the Quality Standards set forth in Article 5. 3.3 Bundling. Licensee may use the Licensed Marks and the Licensed Copyright in connection with Service Bundles in accordance with the Quality Standards set forth in Article 5 on a non-exclusive basis if: (a) The Service Bundle is predominantly built around a Licensed Service or is provided in conjunction with an Affiliate of Licensor; and (b) Licensee is in compliance with its material obligations under any supply agreement with Licensor, a TW Licensee or a ROAD RUNNER Licensee for all elements that are included in the Service Bundle, if any such agreement is in place. 3.4 Co-Marketing. (a) Licensee may not use the Licensed Marks or the Licensed Copyright in Co-Marketing without Licensor's prior written consent, not to be unreasonably withheld. (b) Any use of the Licensed Marks or Licensed Copyright in connection with approved Co-Marketing shall comply with the Quality Standards set forth in Article 5 and Licensor's Co-Marketing Guidelines, as in effect from time to time. 3.5 General Purpose Credit Cards. Licensee may not permit Licensed Marks or the Licensed Copyright to be used on or in connection with any consumer general credit card. 3.6 Dealers. Licensee may grant Authorized Dealers limited permission to use the Licensed Marks and the Licensed Copyright on a non-exclusive basis and solely in connection with the provision of Licensed Services obtained from Licensee; provided, however, that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5 and as set forth in the Style Guidelines, and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Authorized Dealer may use any Licensed Marks or the Licensed 9

Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and the Licensed Copyright by an Authorized Dealer, in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.7 Sublicenses. Notwithstanding anything to the contrary herein, Licensee shall have the right to grant sublicenses to use the Licensed Marks and the Licensed Copyright for Licensed Services or Promotional Products to its Subsidiaries (a "Sublicensee"), provided, however, that any such use shall be in accordance with the terms of this Agreement including the Quality Standards set forth in Article 5 and that the sublicense granted to such Person shall only be effective for so long as such Person remains a Subsidiary of Licensee. Except as otherwise expressly provided in this Article 3, Licensee shall have no right to sublicense the Licensed Marks or the Licensed Copyright. 4. TERM AND TERMINATION 4.1 Term. This Agreement shall remain in effect unless terminated in accordance with the provisions hereof.

Copyright in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks and the Licensed Copyright by an Authorized Dealer, in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.7 Sublicenses. Notwithstanding anything to the contrary herein, Licensee shall have the right to grant sublicenses to use the Licensed Marks and the Licensed Copyright for Licensed Services or Promotional Products to its Subsidiaries (a "Sublicensee"), provided, however, that any such use shall be in accordance with the terms of this Agreement including the Quality Standards set forth in Article 5 and that the sublicense granted to such Person shall only be effective for so long as such Person remains a Subsidiary of Licensee. Except as otherwise expressly provided in this Article 3, Licensee shall have no right to sublicense the Licensed Marks or the Licensed Copyright. 4. TERM AND TERMINATION 4.1 Term. This Agreement shall remain in effect unless terminated in accordance with the provisions hereof. 4.2 Termination. Notwithstanding the foregoing, Licensor shall have the right, subject to Section 4.3 below, to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to this Agreement, or in law or equity or otherwise, upon the occurrence of a Significant Breach by Licensee. A "Significant Breach by Licensee" shall mean, after exhaustion of any applicable cure periods set forth in this Agreement, any one or more of the following events: (a) Any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee uses the Licensed Marks or the Licensed Copyright in a manner which fails to comply in all material respects with the provisions of this Agreement, and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or (b) Any use of the Licensed Marks or the Licensed Copyright by any of the Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply in all material respects with the Quality Standards set forth in Article 5 and continues for more than sixty (60) days after written notice thereof has been given to the Licensee in accordance with Section 6.1; or (c) Licensee fails to provide performance data and representative samples of Marketing Materials to Licensor's Quality Control Representative for the purposes permitted hereunder pursuant to the provisions of Section 5.3 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or 10

(d) Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any material laws, regulations or industry standards, or any governmental agency, Regulatory Authority or other body, office or official vested with appropriate authority finds that the services or products being offered under the Licensed Marks and/or Licensed Copyright are being provided in contravention of material, applicable laws, regulations or standards and fails to cure such breach within sixty (60) days of receipt of written notice of such breach or such date as is set by the relevant Regulatory Authority, whichever is earlier; or (e) Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 9.4 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or (f) Licensee shall be unable to pay its debts in the ordinary course of business or when they become due, or shall file for Bankruptcy; or (g) Any other material breach of this Agreement by Licensee, its Authorized Dealers, Resellers, Value Added Resellers or any Sublicensee which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee, except as may otherwise be provided in Section 6.1; or (h) A Change of Control shall have occurred with respect to Licensee; or (i) Licensee's breach of Section 12.1, which breach continues for more than sixty (60) days after written notice

(d) Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any material laws, regulations or industry standards, or any governmental agency, Regulatory Authority or other body, office or official vested with appropriate authority finds that the services or products being offered under the Licensed Marks and/or Licensed Copyright are being provided in contravention of material, applicable laws, regulations or standards and fails to cure such breach within sixty (60) days of receipt of written notice of such breach or such date as is set by the relevant Regulatory Authority, whichever is earlier; or (e) Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 9.4 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or (f) Licensee shall be unable to pay its debts in the ordinary course of business or when they become due, or shall file for Bankruptcy; or (g) Any other material breach of this Agreement by Licensee, its Authorized Dealers, Resellers, Value Added Resellers or any Sublicensee which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee, except as may otherwise be provided in Section 6.1; or (h) A Change of Control shall have occurred with respect to Licensee; or (i) Licensee's breach of Section 12.1, which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee and which breach Licensor reasonably determines has a material adverse effect on Licensor or the Licensed Marks or Licensed Copyright; or (j) Licensee shall materially breach any other agreement in effect between Licensee on the one hand and Licensor on the other and Licensor reasonably determines that such breach has a material adverse effect on the relationship between Licensee and the Licensor that is not reasonably capable of being cured. 4.3 Notice of Termination. In the event any "Significant Breach by Licensee" occurs, Licensor may give notice of termination in writing to Licensee, whereupon this Agreement shall immediately terminate. 4.4 Effect of Termination. In the event this Agreement is terminated pursuant to this Article, Licensee shall immediately cease use, and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to immediately cease use, of the Licensed Marks and the Licensed Copyright upon the effective date of such 11

termination. Immediately following the termination of this Agreement, Licensee shall return to Licensor all Marketing Materials, Promotional Products and all other materials and tangible property bearing the Licensed Marks or the Licensed Copyright. 4.5 Other Rights Unaffected. It is understood and agreed that termination of this Agreement by Licensor on any ground shall be without prejudice to any other remedies at law or equity or otherwise which Licensor may have. 4.6 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section 365 (n) of the United States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code (or any successor provision) is applicable, and the trustee or debtor-in-possession has rejected this Agreement and if the Licensee has elected pursuant to Section 365(n) to retain its rights hereunder, then upon written request of Licensee, to the extent Licensee is otherwise entitled hereunder, the trustee or debtor-in-possession shall provide to Licensee any intellectual property (including embodiments thereof) held or controlled by the trustee or debtorin-possession. 5. QUALITY CONTROL 5.1 General. Licensee acknowledges that the provision of Licensed Services and Promotional Products under the Licensed Marks and the Licensed Copyright pursuant to the terms of this Agreement must be of sufficiently high quality as to protect the Licensed Marks and the Licensed Copyright and the goodwill they symbolize. Licensee

termination. Immediately following the termination of this Agreement, Licensee shall return to Licensor all Marketing Materials, Promotional Products and all other materials and tangible property bearing the Licensed Marks or the Licensed Copyright. 4.5 Other Rights Unaffected. It is understood and agreed that termination of this Agreement by Licensor on any ground shall be without prejudice to any other remedies at law or equity or otherwise which Licensor may have. 4.6 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section 365 (n) of the United States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code (or any successor provision) is applicable, and the trustee or debtor-in-possession has rejected this Agreement and if the Licensee has elected pursuant to Section 365(n) to retain its rights hereunder, then upon written request of Licensee, to the extent Licensee is otherwise entitled hereunder, the trustee or debtor-in-possession shall provide to Licensee any intellectual property (including embodiments thereof) held or controlled by the trustee or debtorin-possession. 5. QUALITY CONTROL 5.1 General. Licensee acknowledges that the provision of Licensed Services and Promotional Products under the Licensed Marks and the Licensed Copyright pursuant to the terms of this Agreement must be of sufficiently high quality as to protect the Licensed Marks and the Licensed Copyright and the goodwill they symbolize. Licensee further acknowledges that the maintenance of high quality services is of the essence in this Agreement, as is the use of the Licensed Marks and the Licensed Copyright in connection therewith. In order to preserve the inherent value of the Licensed Marks and the Licensed Copyright, Licensee agrees to use its best efforts to ensure that the services and activities to be marketed, promoted, offered and provided by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees under the Licensed Marks and the Licensed Copyright pursuant to this Agreement shall be of a quality and nature comparable to the products, services and activities provided by Licensor, itself or through its Affiliates, as of the date of this Agreement. Licensee further agrees that it will utilize only Marketing Materials which do not disparage or place in disrepute Licensor, its businesses or its business reputation, and do not adversely affect or detract from Licensor's goodwill or the goodwill appurtenant to the Licensed Marks and the Licensed Copyright and will use the Licensed Marks and the Licensed Copyright in ways which will not adversely affect Licensor's business reputation and goodwill. 5.2 Quality Standards. Licensee agrees to comply and maintain compliance with the Quality Standards, specifications and rights of approval of Licensor with respect to any and all usage of the Licensed Marks and Licensed Copyright on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all usage of the Licensed Marks and Licensed Copyright by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees 12

shall comply with the following standards, specifications and rights of approval (the "Quality Standards"): (a) Licensee shall use the Licensed Marks and the Licensed Copyright only in a style and manner commensurate with the current standards and reputation for quality associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor, as provided herein. Such approval is within the sole discretion of Licensor acting in good faith and is designed to protect the Licensed Marks and the Licensed Copyright and Licensor's rights therein. (b) Licensee shall submit to Licensor for prior written approval prototypes of all products and materials including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks and/or the Licensed Copyright (the "Submitted Materials"). Such approval is within the sole discretion of Licensor acting in good faith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Materials, Licensee may use such Submitted Materials in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall

shall comply with the following standards, specifications and rights of approval (the "Quality Standards"): (a) Licensee shall use the Licensed Marks and the Licensed Copyright only in a style and manner commensurate with the current standards and reputation for quality associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor, as provided herein. Such approval is within the sole discretion of Licensor acting in good faith and is designed to protect the Licensed Marks and the Licensed Copyright and Licensor's rights therein. (b) Licensee shall submit to Licensor for prior written approval prototypes of all products and materials including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks and/or the Licensed Copyright (the "Submitted Materials"). Such approval is within the sole discretion of Licensor acting in good faith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Materials, Licensee may use such Submitted Materials in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not make any material change to the Submitted Materials as approved by Licensor without Licensor's prior written approval. (c) The provisions of Section 7.4 of this Agreement; (d) All quality, style and image standards for use of the Licensed Marks and Licensed Copyrights delivered by Licensor to Licensee, including the LOONEY TUNES characters and ROAD RUNNER Style Guides and any other Style Guidelines delivered by Licensor to Licensee, however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the event of any conflict; (e) Licensor's Usage Guidelines, as in effect from time to time and as currently set forth in the Style Guidelines; and (f) Licensor's Trade Dress guidelines as in effect from time to time and as currently set forth in the Style Guidelines. 13

Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks and the Licensed Copyright. 5.3 Quality Service Reviews. (a) Licensee agrees to collect, maintain and furnish to the Quality Control Representatives all performance data relating to the Licensed Services reasonably requested by the Quality Control Representatives and representative samples of Marketing Materials that are marketed or provided under the Licensed Marks or the Licensed Copyright to assure conformance of the Licensed Services and the Marketing Materials with the Quality Standards. At Licensor's reasonable request, Licensee shall send copies to Licensor of performance data relating to technical performance or conformance of the Licensed Services hereunder with the Quality Standards as previously provided by Licensee. Any such data provided to Licensor shall be treated confidentially in accordance with Article 17. (b) Licensor may independently, at its own cost, conduct continuous customer satisfaction and other surveys to determine if Licensee is meeting the Quality Standards in connection with its use of the Licensed Marks or the Licensed Copyright in the Licensed Services. Licensee shall cooperate, at Licensor's expense, with Licensor fully in the distribution and conduct of such surveys, and otherwise as may be reasonably necessary to verify Licensee's compliance with the Quality Standards, so long as such cooperation shall not unreasonably interfere with the conduct of Licensee's business. If Licensor learns that Licensee is not complying with the Quality

Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks and the Licensed Copyright. 5.3 Quality Service Reviews. (a) Licensee agrees to collect, maintain and furnish to the Quality Control Representatives all performance data relating to the Licensed Services reasonably requested by the Quality Control Representatives and representative samples of Marketing Materials that are marketed or provided under the Licensed Marks or the Licensed Copyright to assure conformance of the Licensed Services and the Marketing Materials with the Quality Standards. At Licensor's reasonable request, Licensee shall send copies to Licensor of performance data relating to technical performance or conformance of the Licensed Services hereunder with the Quality Standards as previously provided by Licensee. Any such data provided to Licensor shall be treated confidentially in accordance with Article 17. (b) Licensor may independently, at its own cost, conduct continuous customer satisfaction and other surveys to determine if Licensee is meeting the Quality Standards in connection with its use of the Licensed Marks or the Licensed Copyright in the Licensed Services. Licensee shall cooperate, at Licensor's expense, with Licensor fully in the distribution and conduct of such surveys, and otherwise as may be reasonably necessary to verify Licensee's compliance with the Quality Standards, so long as such cooperation shall not unreasonably interfere with the conduct of Licensee's business. If Licensor learns that Licensee is not complying with the Quality Standards in any material respect, it shall notify Licensee and the provisions of Article 6 shall apply to such noncompliance. (c) If Licensee learns that it is not complying with the Quality Standards in any material respect, it shall notify Licensor, and the provisions of Article 6 shall apply to such non-compliance. 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees. Licensee shall provide to Licensor within ten (10) days after the expiration of each calendar year a list of all Sublicensees and a list of all material Authorized Dealers, Resellers and Value Added Resellers. Licensor shall have the right, exercisable in its reasonable discretion, to give Licensee notice requiring Licensee to terminate any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee that Licensor reasonably believes is not in compliance with the Quality Standards (after notice of such non-compliance and a reasonable opportunity to cure has been granted to such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee) effective no later than 14

thirty (30) days from the date such notice is given by Licensor to Licensee. All Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall be bound by the Quality Standards and by Licensee's obligations under this Agreement. A breach by any such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed a breach of this Agreement by Licensee; provided that, Licensee's termination of such breaching Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure any such breach. 6. REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS 6.1 Non-compliance with Quality Standards and Cure. (a) If Licensor becomes aware that Licensee or its Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, are not complying with any Quality Standards in any material respect, Licensor shall notify Licensee in writing of such non-compliance, setting forth, in reasonable detail, a description of the non-compliance and, to the extent such information is available, any suggestions for curing such non-compliance. Licensee shall cure such non-compliance as soon as is practicable but in any event within sixty (60) days thereafter. In the event that the non-compliance with the Quality Standards is being caused by an Authorized Dealer, Reseller, Value Added Reseller or Sublicensee, Licensee's termination of such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure such non-compliance.

thirty (30) days from the date such notice is given by Licensor to Licensee. All Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall be bound by the Quality Standards and by Licensee's obligations under this Agreement. A breach by any such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed a breach of this Agreement by Licensee; provided that, Licensee's termination of such breaching Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure any such breach. 6. REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS 6.1 Non-compliance with Quality Standards and Cure. (a) If Licensor becomes aware that Licensee or its Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, are not complying with any Quality Standards in any material respect, Licensor shall notify Licensee in writing of such non-compliance, setting forth, in reasonable detail, a description of the non-compliance and, to the extent such information is available, any suggestions for curing such non-compliance. Licensee shall cure such non-compliance as soon as is practicable but in any event within sixty (60) days thereafter. In the event that the non-compliance with the Quality Standards is being caused by an Authorized Dealer, Reseller, Value Added Reseller or Sublicensee, Licensee's termination of such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure such non-compliance. (b) If such non-compliance with the Quality Standards continues beyond the applicable cure periods described above, Licensee shall: (i) and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to, immediately cease any Licensed Services and Promotional Products using the Licensed Marks and/or the Licensed Copyright in the DMA in which it is in non-compliance until it is in compliance with the Quality Standards, subject to the provisions below; and (ii) be deemed to be in breach of this Agreement. (c) The waiver by Licensor of a single event of non-compliance or a succession of events shall not deprive Licensor of any rights under this Agreement arising by reason of any subsequent event of non-compliance. 6.2 Potential Injury to Persons or Property. Notwithstanding the provisions of Section 6.1, in the event that Licensor reasonably determines that any non-compliance creates a material threat of personal injury or injury to property of any third party, upon notice thereof by Licensor to Licensee, Licensee shall cure such noncompliance as soon as practicable but in any event within sixty (60) days after receiving such notice. If the 15

non-compliance continues beyond such cure period, Licensee shall (and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to) either cease using the Licensed Marks in connection with any Licensed Services and Promotional Products in the DMA in which it is not in compliance until it is in compliance with the Quality Standards, subject to the provisions of Section 6.3 below, or be deemed to be in breach of this Agreement. 6.3 Licensor's Rights to License Others. In addition to the rights granted to Licensor pursuant to Article 4, "Term and Termination," in the event that Licensee is required to cease offering or providing any Licensed Services or Promotional Products using the Licensed Marks or the Licensed Copyright in a DMA by reason of its failure to comply with the Quality Standards and to cure such failure within the applicable cure periods, Licensor may immediately terminate Licensee's rights under this Agreement with respect to such DMA, and may license other Persons to use the Licensed Marks and the Licensed Copyright on Licensed Services and Promotional Products, even if the license granted hereunder was an exclusive license in that DMA. 7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright. (a) Licensee acknowledges the great value of the goodwill associated with the Licensed Marks and the Licensed Copyright, and acknowledges that the Licensed Marks and the Licensed Copyright and all the rights therein, including in and to any modifications, enhancements and derivative works created with respect thereto, and

non-compliance continues beyond such cure period, Licensee shall (and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to) either cease using the Licensed Marks in connection with any Licensed Services and Promotional Products in the DMA in which it is not in compliance until it is in compliance with the Quality Standards, subject to the provisions of Section 6.3 below, or be deemed to be in breach of this Agreement. 6.3 Licensor's Rights to License Others. In addition to the rights granted to Licensor pursuant to Article 4, "Term and Termination," in the event that Licensee is required to cease offering or providing any Licensed Services or Promotional Products using the Licensed Marks or the Licensed Copyright in a DMA by reason of its failure to comply with the Quality Standards and to cure such failure within the applicable cure periods, Licensor may immediately terminate Licensee's rights under this Agreement with respect to such DMA, and may license other Persons to use the Licensed Marks and the Licensed Copyright on Licensed Services and Promotional Products, even if the license granted hereunder was an exclusive license in that DMA. 7. PROTECTION OF LICENSED MARKS AND LICENSED COPYRIGHT 7.1 Ownership and Rights to the Licensed Marks and Licensed Copyright. (a) Licensee acknowledges the great value of the goodwill associated with the Licensed Marks and the Licensed Copyright, and acknowledges that the Licensed Marks and the Licensed Copyright and all the rights therein, including in and to any modifications, enhancements and derivative works created with respect thereto, and goodwill attached thereto, belong exclusively to Licensor. In addition, Licensee acknowledges that all Marketing Materials and Promotional Products and all other materials and tangible items bearing the Licensed Marks or the Licensed Copyright and created pursuant to this Agreement by, or on behalf of, Licensee or any Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, except for any separable portion thereof which includes a trademark, copyright or other intellectual property right owned by Licensee or a third party, shall be deemed "Works Made For Hire" as such term is defined in Section 101 of the United States Copyright Act of 1976, as amended, provided, however, that if it is finally determined by a court of competent jurisdiction that any such material or tangible item does not constitute a "Work Made For Hire" then all right, title and interest in and to such material and tangible item, including copyrights throughout the world, except for any separable portion thereof which includes a trademark, copyright or other intellectual property right owned by Licensee or a third party, shall be deemed assigned and transferred to Licensor by this Agreement. With respect to any third party or any employee of Licensee who makes or has made any contribution to the creation of any Marketing Materials and 16

Promotional Goods and all other materials and tangible items bearing the Licensed Marks or the Licensed Copyright hereunder, Licensee agrees to obtain from such third party or employee a full confirmation and assignment of rights so that the foregoing rights shall vest fully in Licensor, in the form of an agreement to be provided to Licensee by Licensor prior to commencing work, which agreement ensures that all rights in any materials incorporating a Licensed Mark or the Licensed Copyright arise in and are assigned to Licensor, except for any separable portion thereof which includes a Mark, Copyright or other intellectual property right owned by Licensee or a third party. Licensee assumes all responsibility for such third parties and employees and agrees that Licensee shall bear any and all risks arising out of or relating to the performance of services by such third parties and employees and to the fulfillment of their obligations set forth in this Section 7.1(a). Subject to the terms and conditions of this Agreement, Licensor grants Licensee an exclusive right to use derivative works created by Licensee incorporating the Licensed Copyright in connection with the Licensed Services in the Licensed Territory for the Term of this Agreement. (b) Licensee will not, at any time, disparage, dilute or adversely affect the validity of the Licensed Marks and the Licensed Copyright or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Licensor in and to the Licensed Marks and the Licensed Copyright, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Licensed Marks and the Licensed Copyright or detract from their reputation. (c) Licensee agrees that any and all goodwill and other rights that may be acquired by the use of the Licensed

Promotional Goods and all other materials and tangible items bearing the Licensed Marks or the Licensed Copyright hereunder, Licensee agrees to obtain from such third party or employee a full confirmation and assignment of rights so that the foregoing rights shall vest fully in Licensor, in the form of an agreement to be provided to Licensee by Licensor prior to commencing work, which agreement ensures that all rights in any materials incorporating a Licensed Mark or the Licensed Copyright arise in and are assigned to Licensor, except for any separable portion thereof which includes a Mark, Copyright or other intellectual property right owned by Licensee or a third party. Licensee assumes all responsibility for such third parties and employees and agrees that Licensee shall bear any and all risks arising out of or relating to the performance of services by such third parties and employees and to the fulfillment of their obligations set forth in this Section 7.1(a). Subject to the terms and conditions of this Agreement, Licensor grants Licensee an exclusive right to use derivative works created by Licensee incorporating the Licensed Copyright in connection with the Licensed Services in the Licensed Territory for the Term of this Agreement. (b) Licensee will not, at any time, disparage, dilute or adversely affect the validity of the Licensed Marks and the Licensed Copyright or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Licensor in and to the Licensed Marks and the Licensed Copyright, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Licensed Marks and the Licensed Copyright or detract from their reputation. (c) Licensee agrees that any and all goodwill and other rights that may be acquired by the use of the Licensed Marks and the Licensed Copyright by Licensee shall inure to the sole benefit of Licensor. Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title or interest in or to the Licensed Marks or the Licensed Copyright, or any of Licensor's other Marks or Copyrights, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use the Licensed Marks or the Licensed Copyright only as specifically and expressly provided herein. Licensee further acknowledges that it will not obtain any ownership interest in the Licensed Marks or the Licensed Copyright or any other right or entitlement to continued use of them, regardless of how long this Agreement remains in effect and regardless of any reason or lack of reason for the termination thereof by Licensor; provided that by making this acknowledgment Licensee is not waiving, and does not intend to 17

waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. (d) Licensee shall not (i) attack Licensor's title or right in and to the Licensed Marks or the Licensed Copyright as they relate to the Licensed Services in any jurisdiction or attack the validity of this license or the Licensed Marks or the Licensed Copyright or (ii) contest the fact that Licensee's rights under this Agreement cease upon termination of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. (e) Licensee will not grant or attempt to grant a security interest in the Licensed Marks or the Licensed Copyright or this Agreement, or to record any security interest in the United States Patent and Trademark Office, the United States Copyright Office or elsewhere, against any Mark or Copyright application or registration belonging to Licensor. (f) Licensee shall, at Licensor's expense, cooperate fully and in good faith with Licensor for the purpose of securing, preserving and protecting Licensor's rights in and to the Licensed Marks or the Licensed Copyright. At the request of Licensor, and at Licensor's expense, Licensee shall execute and deliver to Licensor any and all documents and do all other reasonable acts and things which Licensor deems necessary or appropriate to make fully effective or to implement the provisions of this Agreement relating to the ownership, registration, maintenance or renewal of the Licensed Marks. For purposes of this Agreement, Licensee and any Sublicensees shall be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq. (g) The parties acknowledge and agree that the protection of the Licensed Marks and the Licensed Copyright and the goodwill attached thereto are material provisions of this Agreement. 7.2 Similar Marks. Licensee agrees not to register in any country any Mark or Copyright resembling or confusingly similar to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the

waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. (d) Licensee shall not (i) attack Licensor's title or right in and to the Licensed Marks or the Licensed Copyright as they relate to the Licensed Services in any jurisdiction or attack the validity of this license or the Licensed Marks or the Licensed Copyright or (ii) contest the fact that Licensee's rights under this Agreement cease upon termination of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. (e) Licensee will not grant or attempt to grant a security interest in the Licensed Marks or the Licensed Copyright or this Agreement, or to record any security interest in the United States Patent and Trademark Office, the United States Copyright Office or elsewhere, against any Mark or Copyright application or registration belonging to Licensor. (f) Licensee shall, at Licensor's expense, cooperate fully and in good faith with Licensor for the purpose of securing, preserving and protecting Licensor's rights in and to the Licensed Marks or the Licensed Copyright. At the request of Licensor, and at Licensor's expense, Licensee shall execute and deliver to Licensor any and all documents and do all other reasonable acts and things which Licensor deems necessary or appropriate to make fully effective or to implement the provisions of this Agreement relating to the ownership, registration, maintenance or renewal of the Licensed Marks. For purposes of this Agreement, Licensee and any Sublicensees shall be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq. (g) The parties acknowledge and agree that the protection of the Licensed Marks and the Licensed Copyright and the goodwill attached thereto are material provisions of this Agreement. 7.2 Similar Marks. Licensee agrees not to register in any country any Mark or Copyright resembling or confusingly similar to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright, and not to use the Licensed Marks, or any independently protectible part of any such Marks or Copyright, as part of its corporate name (unless otherwise agreed by Licensor), nor use (except in accordance with Article 8) any Mark or Copyright confusingly similar, deceptive or (except in accordance with Article 8) misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright. If any application for registration is, or has been filed in any country by Licensee which relates to any Mark or Copyright which, in the sole and reasonable opinion of Licensor, is confusingly similar, deceptive or misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed 18

Marks or the Licensed Copyright, Licensee shall, at Licensor's sole discretion, immediately abandon any such application or registration or, at Licensor's election, assign it (free and clear of any liens and encumbrances, and for consideration of $1.00, the adequacy and sufficiency of which is hereby acknowledged by Licensor) to Licensor. If Licensee uses any Mark or Copyright which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright, or if Licensee uses the Licensed Marks or the Licensed Copyright in connection with any product, or any service or in any territory not specifically authorized hereunder, Licensee shall, immediately upon receiving a written request from Licensor, permanently cease such use. 7.3 Infringement. In the event that either party learns of any infringement or threatened infringement of the Licensed Marks or the Licensed Copyright, or any unfair competition, passing-off or dilution with respect to the Licensed Marks or the Licensed Copyright (each such event, an "Infringement"), such party shall promptly notify the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance, at Licensor's expense, to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, opposition, cancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee shall not take any action to enforce, protect or defend the Licensed Marks or the Licensed Copyright without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to

Marks or the Licensed Copyright, Licensee shall, at Licensor's sole discretion, immediately abandon any such application or registration or, at Licensor's election, assign it (free and clear of any liens and encumbrances, and for consideration of $1.00, the adequacy and sufficiency of which is hereby acknowledged by Licensor) to Licensor. If Licensee uses any Mark or Copyright which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks or the Licensed Copyright, or which dilutes the Licensed Marks or the Licensed Copyright, or if Licensee uses the Licensed Marks or the Licensed Copyright in connection with any product, or any service or in any territory not specifically authorized hereunder, Licensee shall, immediately upon receiving a written request from Licensor, permanently cease such use. 7.3 Infringement. In the event that either party learns of any infringement or threatened infringement of the Licensed Marks or the Licensed Copyright, or any unfair competition, passing-off or dilution with respect to the Licensed Marks or the Licensed Copyright (each such event, an "Infringement"), such party shall promptly notify the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance, at Licensor's expense, to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, opposition, cancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee shall not take any action to enforce, protect or defend the Licensed Marks or the Licensed Copyright without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Marks or the Licensed Copyright; provided that Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its Affiliates and authorized representatives (and their respective directors, officers, stockholder, employees and agents) in connection with their participation in such action. Nothing in this Agreement shall require, or be deemed to require Licensor to enforce the Licensed Marks or the Licensed Copyright against others. Licensor shall keep all monies derived from litigation or legal proceeding or from settlement of Infringement. 7.4 Compliance with Legal Requirements. (a) In the performance of this Agreement, Licensee shall comply in all material respects with all applicable laws and regulations and administrative orders, including those laws and regulations particularly pertaining to the proper use and designation of Marks and Copyrights in the Licensed Territory. (b) Licensee shall duly display those legal notices as shall be provided by Licensor acting in good faith, such as the symbols (R), "TM" or 19

"SM". In no circumstances shall such notices be altered or omitted without the express prior written consent of Licensor. (c) Should Licensee be or become aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, Licensee shall promptly notify Licensor of such inconsistency. In such event, Licensor may, at its option, either waive the performance of such inconsistent provisions, or negotiate with Licensee to make changes in such provisions to comply with applicable laws and regulations, it being understood that the parties intend that any such changes shall preserve to the extent reasonably practicable the parties' respective benefits under this Agreement. 8. USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS 8.1 Licensee Marks. Licensee shall have the right from time to time during the Term to create and use its own Marks and Copyrights, which may be used together with the Licensed Marks and Licensed Copyright, in connection with products or services with respect to which any of the Licensed Marks and/or the Licensed Copyright are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of

"SM". In no circumstances shall such notices be altered or omitted without the express prior written consent of Licensor. (c) Should Licensee be or become aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, Licensee shall promptly notify Licensor of such inconsistency. In such event, Licensor may, at its option, either waive the performance of such inconsistent provisions, or negotiate with Licensee to make changes in such provisions to comply with applicable laws and regulations, it being understood that the parties intend that any such changes shall preserve to the extent reasonably practicable the parties' respective benefits under this Agreement. 8. USE OF LICENSED MARKS AND LICENSED COPYRIGHT AND OTHER MARKS AND COPYRIGHTS 8.1 Licensee Marks. Licensee shall have the right from time to time during the Term to create and use its own Marks and Copyrights, which may be used together with the Licensed Marks and Licensed Copyright, in connection with products or services with respect to which any of the Licensed Marks and/or the Licensed Copyright are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, Licensor's approval of such Mark shall not be deemed to be a statement by Licensor as to availability or strength of such Mark. Licensee shall have sole responsibility over the availability and strength of the Mark. Unless, in the exercise of Licensor's sole discretion acting in good faith, Licensor shall determine that a Mark or Copyright that Licensee proposes to use could disparage, tarnish, dilute or potentially cause confusion with respect to the Licensed Marks or the Licensed Copyright, or is not in conformance with Licensor's Quality Standards set forth in Article 5 or otherwise could have a detrimental effect on the Licensed Marks or the Licensed Copyright, Licensor will approve Licensee's use of such proposed Mark or Copyright. Licensor shall approve or disapprove any Marks or Copyrights proposed to be used by Licensee within a reasonable time of its receipt of a written request for such approval. Licensee shall not file or prosecute a trademark or copyright application to register any Marks or Copyrights which consist of or incorporate the Licensed Marks, Licensed Copyright or any material element thereof or any Marks or Copyrights confusingly similar thereto. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensee Marks so as to form a new Mark. 8.2 Modification of Licensed Marks or Licensed Copyright. In the event Licensor modifies or replaces any of the Licensed Marks or the Licensed Copyright as they are used in any portion of Licensor's business, and if Licensor requests Licensee to adopt and use any such modified or replaced Licensed Marks or the Licensed Copyright, Licensee will adopt and use such modified or replaced Licensed Marks and Licensed Copyright and, in such event, such modified or replaced Licensed Marks or Licensed 20

Copyright shall be considered the Licensed Marks or the Licensed Copyright contemplated by this Agreement; provided that in such event, Licensee shall be granted a 180-day period during which to phase-out its use of the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable, and during such 180-day period Licensee shall have the right to use its existing inventory of Marketing Materials bearing the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable. 8.3 Third Party Marks. Licensee shall have the right from time to time to use Marks owned by third parties ("Third Party Marks") in conjunction with the Licensed Marks or the Licensed Copyright, in connection with products or services with respect to which Licensed Marks or the Licensed Copyright are used; provided that (i) Licensee obtains consent from the relevant third party to use such Third Party Marks; and (ii) use of the Licensed Marks or the Licensed Copyright in conjunction with such Third Party Marks shall be in conformance with the Licensor's Quality Standards set forth in Article 5; provided that, upon request, Licensor shall have the right to review and approve Licensee's uses of the Third Party Marks. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Third Party Marks so as to form a new Mark. 8.4 Internet Domain Names.

Copyright shall be considered the Licensed Marks or the Licensed Copyright contemplated by this Agreement; provided that in such event, Licensee shall be granted a 180-day period during which to phase-out its use of the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable, and during such 180-day period Licensee shall have the right to use its existing inventory of Marketing Materials bearing the superseded forms of the Licensed Marks or the Licensed Copyright, as applicable. 8.3 Third Party Marks. Licensee shall have the right from time to time to use Marks owned by third parties ("Third Party Marks") in conjunction with the Licensed Marks or the Licensed Copyright, in connection with products or services with respect to which Licensed Marks or the Licensed Copyright are used; provided that (i) Licensee obtains consent from the relevant third party to use such Third Party Marks; and (ii) use of the Licensed Marks or the Licensed Copyright in conjunction with such Third Party Marks shall be in conformance with the Licensor's Quality Standards set forth in Article 5; provided that, upon request, Licensor shall have the right to review and approve Licensee's uses of the Third Party Marks. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Third Party Marks so as to form a new Mark. 8.4 Internet Domain Names. (a) Licensee shall obtain Licensor's prior written permission before using any of the Licensed Marks or Licensed Copyright or any confusingly similar Mark or Copyright as part of a domain name, provided that, Licensee shall have the right to use the domain names set forth on Schedule A without Licensor's prior written consent. Any domain name consisting of or incorporating the Licensed Marks or any material element thereof shall be owned and maintained exclusively by Licensor; provided that, Licensee shall be solely responsible for any registration and renewal fees for those domain names used exclusively by, or on behalf of, Licensee. (b) Licensee's web sites that use any of the Licensed Marks and the Licensed Copyright or that concern Licensed Services or Portals and Promotional Products in connection with which the Licensed Marks and the Licensed Copyright are used shall comply with the Quality Standards set forth in Article 5. 21

9. REPRESENTATIONS; LIABILITY AND INDEMNIFICATION 9.1 Representations and Warranties. Licensor represents and warrants that Licensor has not licensed the use of the Licensed Marks and/or the Licensed Copyright to any third party in connection with the Licensed Services in the Licensed Territory. 9.2 Indemnification. (a) Licensor shall defend, indemnify and hold Licensee and its Sublicensees and their respective directors, officers, stockholders, employees and agents (the "Licensee Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensee Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks and the Licensed Copyright or (B) Licensor's ownership rights in the Licensed Marks and the Licensed Copyright; and (ii) any lack of validity or enforceability of this Agreement caused by Licensor. (b) Subject to Licensor's indemnification obligations in subsection (a) above, Licensee shall defend, indemnify and hold Licensor and its directors, officers, stockholders, employees and agents (the "Licensor Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of Licensee's, or any Authorized Dealer's, Reseller's, Value Added Reseller's or Sublicensee's use of the Licensed Marks or the Licensed Copyright other than as expressly provided in this Agreement, and shall indemnify the Licensor Parties from any improper or unauthorized use of the Licensed Marks and/or the Licensed Copyright and for any use by Licensee, or any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of the Licensee Marks and the Licensed Copyright. Licensee shall also defend, indemnify and hold the Licensor Parties harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of: (i) any third party claims as to the

9. REPRESENTATIONS; LIABILITY AND INDEMNIFICATION 9.1 Representations and Warranties. Licensor represents and warrants that Licensor has not licensed the use of the Licensed Marks and/or the Licensed Copyright to any third party in connection with the Licensed Services in the Licensed Territory. 9.2 Indemnification. (a) Licensor shall defend, indemnify and hold Licensee and its Sublicensees and their respective directors, officers, stockholders, employees and agents (the "Licensee Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensee Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks and the Licensed Copyright or (B) Licensor's ownership rights in the Licensed Marks and the Licensed Copyright; and (ii) any lack of validity or enforceability of this Agreement caused by Licensor. (b) Subject to Licensor's indemnification obligations in subsection (a) above, Licensee shall defend, indemnify and hold Licensor and its directors, officers, stockholders, employees and agents (the "Licensor Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of Licensee's, or any Authorized Dealer's, Reseller's, Value Added Reseller's or Sublicensee's use of the Licensed Marks or the Licensed Copyright other than as expressly provided in this Agreement, and shall indemnify the Licensor Parties from any improper or unauthorized use of the Licensed Marks and/or the Licensed Copyright and for any use by Licensee, or any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of the Licensee Marks and the Licensed Copyright. Licensee shall also defend, indemnify and hold the Licensor Parties harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (x) the Licensee Marks or (y) Licensee's ownership rights in the Licensee Marks; and (ii) any lack of validity or enforceability of this Agreement caused by Licensee. 9.3 Notification and Defense of Claims. 22

(a) Notification of Claims. In the event of the occurrence of an event which Licensee or Licensor (the "Indemnified Party"), as the case may be, asserts constitutes a claim under Section 9.2, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the Indemnified Party or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice; provided that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. (b) In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified

(a) Notification of Claims. In the event of the occurrence of an event which Licensee or Licensor (the "Indemnified Party"), as the case may be, asserts constitutes a claim under Section 9.2, the Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the Indemnified Party or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice; provided that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. (b) In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such proceeding and shall execute all papers necessary and desirable and shall testify or provide evidence whenever reasonably requested to do so. The Indemnified Party may elect to join in the defense of such claim and to employ counsel to assist it in connection with the handling of such claim, at the sole expense of the Indemnified Party, provided, however, that no such claim shall be settled, adjusted or 23

compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. (c) In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further, that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4 Insurance. (a) Licensee shall maintain, at its own expense, in full force and effect at all times during which Licensed Services bearing the Licensed Marks and/or the Licensed Copyright are being sold, with a responsible insurance carrier reasonably acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered using the Licensed Marks and/or

compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. (c) In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further, that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4 Insurance. (a) Licensee shall maintain, at its own expense, in full force and effect at all times during which Licensed Services bearing the Licensed Marks and/or the Licensed Copyright are being sold, with a responsible insurance carrier reasonably acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered using the Licensed Marks and/or the Licensed Copyright. This insurance shall be primary to any of Licensor's coverage, shall name Licensor as an insured party, shall be for the benefit of Licensor and Licensee and shall provide for at least ten (10) days' prior notice to Licensor and Licensee of the cancellation or any substantial modification of the policy. This insurance may be obtained by Licensee in conjunction with a 24

policy which covers services and/or products other than the services covered under this Agreement. (b) Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the maintenance of the insurance required by this Section 9.4, including without limitation, originals or copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. 10. AGREEMENT PERSONAL 10.1 Personal to Licensee. In recognition of the unique nature of the relationship between Licensor and Licensee, the fact that Licensor would not be willing to enter into an agreement such as this Agreement with any other party in any other circumstances, and the unique nature of Licensee (including without limitation, the fact that part of Licensee was once owned by Licensor), the parties agree that the rights, obligations and benefits of this Agreement shall be personal to Licensee, and Licensor shall not be required to accept performance from, or render performance to, an entity other than Licensee. Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to time, and including any successor to such provision), in the event of the Bankruptcy of Licensee, this Agreement may not be assigned or assumed by Licensee (or any Successor) and Licensor shall be excused from rendering performance to, or accepting performance from, Licensee or any Successor. 10.2 Licensee Acknowledgment. Licensee acknowledges and agrees that it understands it may have, or, in the future, may elect to enter into, agreements with Licensor's Affiliates and that neither the execution or continuation nor the renewal of any of those agreements will have any effect on this Agreement and Licensee may choose to contract, or not, with Licensor's Affiliates as it deems appropriate.

policy which covers services and/or products other than the services covered under this Agreement. (b) Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the maintenance of the insurance required by this Section 9.4, including without limitation, originals or copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. 10. AGREEMENT PERSONAL 10.1 Personal to Licensee. In recognition of the unique nature of the relationship between Licensor and Licensee, the fact that Licensor would not be willing to enter into an agreement such as this Agreement with any other party in any other circumstances, and the unique nature of Licensee (including without limitation, the fact that part of Licensee was once owned by Licensor), the parties agree that the rights, obligations and benefits of this Agreement shall be personal to Licensee, and Licensor shall not be required to accept performance from, or render performance to, an entity other than Licensee. Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to time, and including any successor to such provision), in the event of the Bankruptcy of Licensee, this Agreement may not be assigned or assumed by Licensee (or any Successor) and Licensor shall be excused from rendering performance to, or accepting performance from, Licensee or any Successor. 10.2 Licensee Acknowledgment. Licensee acknowledges and agrees that it understands it may have, or, in the future, may elect to enter into, agreements with Licensor's Affiliates and that neither the execution or continuation nor the renewal of any of those agreements will have any effect on this Agreement and Licensee may choose to contract, or not, with Licensor's Affiliates as it deems appropriate. 11. RETENTION OF RIGHTS 11.1 Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be deemed or construed to limit in any way Licensor's rights in and to the Licensed Marks or the Licensed Copyright, including without limitation: (a) All rights of ownership in and to the Licensed Marks and the Licensed Copyright, including the right to license or transfer the same. (b) The unimpaired right to use the Licensed Marks and the Licensed Copyright in connection with marketing, offering or providing any products or services (except for the particular products and services exclusively licensed under this Agreement, but only to the extent of such license) whether within or without the Licensed Territory. 25

12. SPONSORSHIP 12.1 Licensee shall not use the Licensed Marks or the Licensed Copyright to sponsor, endorse, or claim affiliation with any event, meeting, charitable endeavor or any other undertaking (each, an "Event") without the express written permission of Licensor. The Parties acknowledge that an Event shall not include day-to-day ordinary course meetings and events. Licensor reserves the right to deny permission to any Event. In the event that Licensee desires to sponsor, endorse or claim affiliation with an Event, Licensee shall provide Licensor with at least twenty (20) business days prior written notice of such Event in reasonable detail. Any breach of this provision reasonably determined to have a material adverse effect on Licensor, the Licensed Marks or the Licensed Copyright shall be deemed a Significant Breach by Licensee. 13. CONSENT OF LICENSOR 13.1 Except where another standard is expressly provided for herein, whenever reference is made to Licensor's consent or approval in this Agreement, such consent or approval may be granted or withheld in Licensor's sole discretion and, if granted, may be done so conditionally or unconditionally.

12. SPONSORSHIP 12.1 Licensee shall not use the Licensed Marks or the Licensed Copyright to sponsor, endorse, or claim affiliation with any event, meeting, charitable endeavor or any other undertaking (each, an "Event") without the express written permission of Licensor. The Parties acknowledge that an Event shall not include day-to-day ordinary course meetings and events. Licensor reserves the right to deny permission to any Event. In the event that Licensee desires to sponsor, endorse or claim affiliation with an Event, Licensee shall provide Licensor with at least twenty (20) business days prior written notice of such Event in reasonable detail. Any breach of this provision reasonably determined to have a material adverse effect on Licensor, the Licensed Marks or the Licensed Copyright shall be deemed a Significant Breach by Licensee. 13. CONSENT OF LICENSOR 13.1 Except where another standard is expressly provided for herein, whenever reference is made to Licensor's consent or approval in this Agreement, such consent or approval may be granted or withheld in Licensor's sole discretion and, if granted, may be done so conditionally or unconditionally. 14. NOTICES 14.1 All notices, requests, demands or other communications required by, or otherwise with respect to, this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), against receipt, when delivered by telecopy and confirmed by return telecopy, or three (3) days after being mailed by registered first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below: If to Licensee: Time Warner Cable Inc. 290 Harbor Drive Stamford, Connecticut 06902 If to Licensor: Warner Communications Inc. c/o AOL Time Warner Cable Inc. 75 Rockefeller Plaza New York, New York 10019 26

Attn: General Counsel Fax: 212-258-3172 With copies to: Warner Bros.

Office of the General Counsel 4000 Warner Boulevard Burbank, CA 91522 Attn: John Schulman; Executive Vice President and General Counsel Fax: 818-954-4768 or to such other address as such party shall have designated by notice so given to each other party. 15. GOVERNMENTAL LICENSES, PERMITS AND APPROVALS

Attn: General Counsel Fax: 212-258-3172 With copies to: Warner Bros.

Office of the General Counsel 4000 Warner Boulevard Burbank, CA 91522 Attn: John Schulman; Executive Vice President and General Counsel Fax: 818-954-4768 or to such other address as such party shall have designated by notice so given to each other party. 15. GOVERNMENTAL LICENSES, PERMITS AND APPROVALS 15.1 Licensee, at its expense, shall be responsible for obtaining and maintaining all Approvals with respect to this Agreement, and for complying with any requirements of such Regulatory Authorities for the registration or recording of this Agreement. Licensee shall furnish to Licensor written evidence from such Regulatory Authorities of any such Approvals. 16. APPLICABLE LAW 16.1 The construction, performance and interpretation of this Agreement shall be governed by the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq., and the internal, substantive laws of the State of New York, without regard to its principles of conflicts of law. Except as otherwise provided herein, Licensor and Licensee hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or absent subject matter jurisdiction in that court, the state courts of the State of New York located in New York County for all actions, suits or proceedings arising in connection with this Agreement. 17. CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION 17.1 The Quality Standards and other technical information furnished to Licensee under this Agreement and other confidential and proprietary information, know-how and trade secrets of Licensor that are disclosed or otherwise provided to Licensee in connection with this Agreement, shall remain the property of Licensor, and shall be returned to Licensor upon request and upon termination of this Agreement. Unless such information was previously known to Licensee free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensee and Licensor is not attempting to limit further dissemination of such information, (b) by Licensor, or (c) by Licensee, as required by law (including securities 27

laws) or to enforce its rights under this Agreement, it shall be held in confidence, and shall be used only for the purposes of this Agreement. All confidential and proprietary information, know-how and trade secrets of Licensee that are disclosed or otherwise provided to Licensor hereunder (including without limitation, during any Inspection) (collectively, "Licensee Information") shall remain the property of Licensee and shall be returned to Licensee upon request and upon termination of this Agreement. Unless such Licensee Information was previously known to Licensor free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensor and Licensee is not attempting to limit further dissemination of such information, (b) by Licensee, or (c) by Licensor, as required by law (including securities law) or to enforce its rights under this Agreement, it shall be held in confidence and shall be used only for purposes of this Agreement. 18. MISCELLANEOUS 18.1 Entire Agreement. The provisions of this Agreement contain the entire agreement between the parties

laws) or to enforce its rights under this Agreement, it shall be held in confidence, and shall be used only for the purposes of this Agreement. All confidential and proprietary information, know-how and trade secrets of Licensee that are disclosed or otherwise provided to Licensor hereunder (including without limitation, during any Inspection) (collectively, "Licensee Information") shall remain the property of Licensee and shall be returned to Licensee upon request and upon termination of this Agreement. Unless such Licensee Information was previously known to Licensor free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensor and Licensee is not attempting to limit further dissemination of such information, (b) by Licensee, or (c) by Licensor, as required by law (including securities law) or to enforce its rights under this Agreement, it shall be held in confidence and shall be used only for purposes of this Agreement. 18. MISCELLANEOUS 18.1 Entire Agreement. The provisions of this Agreement contain the entire agreement between the parties relating to use by Licensee of the Licensed Marks and the Licensed Copyright, and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be interpreted to achieve the objectives and intent of the parties as set forth in the text and factual recitals of the Agreement. It is specifically agreed that no evidence of discussions during the negotiation of the Agreement, or drafts written or exchanged, may be used in connection with the interpretation or construction of this Agreement. No rights are granted to use the Licensed Marks or the Licensed Copyright or any other Marks, Copyrights or Trade Dress except as specifically set forth in this Agreement. In the event of any conflict between the provisions of this Agreement and provisions in any other agreement involving Licensee, the provisions of this Agreement shall prevail. 18.2 Relationship of the Parties. This Agreement is not a franchise under federal or state law, does not create a partnership or joint venture, and shall not be deemed to constitute an assignment of any rights of Licensor to Licensee. Licensee is an independent contractor, not an agent or employee of Licensor, and Licensor is not liable for any acts or omissions by Licensee. 18.3 Amendments, Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified except by an instrument in writing signed by the party against whom enforcement is sought. 18.4 Assignment. Licensee may not assign, pledge, transfer or otherwise hypothecate this Agreement or any of its rights or obligations hereunder, and any purported assignment, pledge, transfer or other hypothecation, whether by operation of law or otherwise, shall be void and of no force or effect. 18.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violation of this Agreement and that any party may, in its sole discretion, apply to the court set forth in Article 16 for specific performance, or injunctive, or such other relief as such court may deem just and proper, in order to 28

enforce this Agreement or prevent any violation hereof, and to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 18.6 Remedies Cumulative. All rights, powers and remedies provided under this Agreement, or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 18.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement, or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 18.8 Rules of Construction. As used in this Agreement, (1) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the

enforce this Agreement or prevent any violation hereof, and to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 18.6 Remedies Cumulative. All rights, powers and remedies provided under this Agreement, or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 18.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement, or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 18.8 Rules of Construction. As used in this Agreement, (1) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural and vice versa, as the context may require; (2) the words "hereof," "herein," "hereunder" and other words of similar import refer to this Agreement as a whole, including all exhibits and schedules as the same may be amended or supplemented from time to time, and not to any subdivision of this Agreement; (3) the word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; and (4) descriptive headings and titles used in this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any party. 18.9 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any Person who is not a party and nothing in this Agreement, express or implied, is intended to or shall (1) confer on any Person other than the parties and their respective Successors any rights (including thirdparty beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement or (2) constitute the parties as partners or as participants in a joint venture. This Agreement shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement and no third party shall have any right, independent of any right that exists irrespective of this Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement. 18.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all the parties hereto. 29

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives as of the date first stated above. WARNER COMMUNICATIONS INC. By: Name:

Title: TIME WARNER CABLE INC. By:

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives as of the date first stated above. WARNER COMMUNICATIONS INC. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: 30

Schedule A rr.com roadrunner.com And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing. 31

EXHIBIT 10.12 [AOLTW - TW CABLE CONSOLIDATED RETURN AGREEMENT] FORM OF TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement"), dated as of [Date], is entered into between AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and Time Warner Cable Inc., a New York corporation, ("TWC"). RECITALS A. AOL Time Warner is the common parent corporation of an affiliated group of corporations within the meaning

Schedule A rr.com roadrunner.com And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing. 31

EXHIBIT 10.12 [AOLTW - TW CABLE CONSOLIDATED RETURN AGREEMENT] FORM OF TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement"), dated as of [Date], is entered into between AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and Time Warner Cable Inc., a New York corporation, ("TWC"). RECITALS A. AOL Time Warner is the common parent corporation of an affiliated group of corporations within the meaning

EXHIBIT 10.12 [AOLTW - TW CABLE CONSOLIDATED RETURN AGREEMENT] FORM OF TAX MATTERS AGREEMENT THIS TAX MATTERS AGREEMENT (the "Agreement"), dated as of [Date], is entered into between AOL Time Warner Inc., a Delaware corporation ("AOL Time Warner"), and Time Warner Cable Inc., a New York corporation, ("TWC"). RECITALS A. AOL Time Warner is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended (the "Code"), that has elected to file consolidated federal income tax returns, and TWC is a member of such group. B. AOL Time Warner and TWC desire to set forth in the Agreement their agreement as to certain matters relating to the inclusion of the TWC Consolidated Group (as defined below) in the AOL Time Warner Consolidated Group, including the allocation of tax liabilities for years in which TWC is so included, and certain other matters relating to taxes. The parties agree as follows: 1. DEFINITIONS. "Adjustment" shall have the meaning set forth in Section 8 of this Agreement. "Agreement Year" shall have the meaning set forth in Section 2 of this Agreement. "AOL Time Warner" shall have the meaning set forth in the Preamble to this Agreement. "AOL Time Warner Consolidated Group" shall mean any affiliated group of corporations electing to file consolidated federal income tax returns of which AOL Time Warner is a member. "AOL Time Warner Consolidated Return" shall have the meaning set forth in Section 2 of this Agreement. "Code" shall have the meaning set forth in the Recitals.

2 "Determination" shall mean a settlement, compromise, or other agreement with the IRS or the relevant state, local or foreign taxing authority, whether contained in an Internal Revenue Service Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the IRS or the relevant state, local or foreign taxing authority, an agreement contained in an IRS Form 870-D or other comparable form, an agreement that constitutes a determination under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. "Estimated Tax Payments" shall have the meaning set forth in Section 4 of this Agreement. "IRS" shall mean the Internal Revenue Service. "Group" shall mean either the Parent Group or the TWC Consolidated Group. "Parent Group" shall mean the affiliated group of corporations (including any predecessors and successors

2 "Determination" shall mean a settlement, compromise, or other agreement with the IRS or the relevant state, local or foreign taxing authority, whether contained in an Internal Revenue Service Form 870 or other comparable form, or otherwise, or such procedurally later event, such as a closing agreement with the IRS or the relevant state, local or foreign taxing authority, an agreement contained in an IRS Form 870-D or other comparable form, an agreement that constitutes a determination under Section 1313(a)(4) of the Code, a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state, local or foreign tribunal has expired or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. "Estimated Tax Payments" shall have the meaning set forth in Section 4 of this Agreement. "IRS" shall mean the Internal Revenue Service. "Group" shall mean either the Parent Group or the TWC Consolidated Group. "Parent Group" shall mean the affiliated group of corporations (including any predecessors and successors thereto) within the meaning of Section 1504(a) of the Code, of which AOL Time Warner is the common parent, excluding any corporation that is a member of the TWC Consolidated Group. "Post-Consolidation Year" shall have the meaning set forth in Section 5 of this Agreement. "Pro Forma TWC Return" shall have the meaning set forth in Section 3 of this Agreement. "Records" shall have the meaning set forth in Section 8 of this Agreement. "Regulations" shall mean the Treasury regulations promulgated under the Code. "TWC" shall have the meaning set forth in the Preamble to this Agreement. "TWC Consolidated Group" shall mean TWC or TWC and the affiliated group of corporations (including any predecessors and successors thereto) within the meaning of Section 1504(a) of the Code, of which TWC would be the common parent if it were not included in the AOL Time Warner Consolidated Group. "TWC Return Items" shall have the meaning set forth in Section 8 of this Agreement. "TWC Tax Package" shall have the meaning set forth in Section 7 of this Agreement.

3 2. FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAX LIABILITY. For all taxable years in which AOL Time Warner files consolidated federal income tax returns (any such return of the AOL Time Warner Consolidated Group for any taxable year, an "AOL Time Warner Consolidated Return") and is entitled to include the TWC Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, AOL Time Warner shall include the TWC Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the AOL Time Warner Consolidated Group. AOL Time Warner, TWC, and the other members of the AOL Time Warner Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the TWC Consolidated Group is included in the AOL Time Warner Consolidated Group, AOL Time Warner shall pay the entire federal income tax liability of the AOL Time Warner Consolidated Group and shall indemnify and hold harmless TWC against any such liability; provided, however, that TWC shall make payments to AOL Time Warner or receive payments

3 2. FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAX LIABILITY. For all taxable years in which AOL Time Warner files consolidated federal income tax returns (any such return of the AOL Time Warner Consolidated Group for any taxable year, an "AOL Time Warner Consolidated Return") and is entitled to include the TWC Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, AOL Time Warner shall include the TWC Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the AOL Time Warner Consolidated Group. AOL Time Warner, TWC, and the other members of the AOL Time Warner Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the TWC Consolidated Group is included in the AOL Time Warner Consolidated Group, AOL Time Warner shall pay the entire federal income tax liability of the AOL Time Warner Consolidated Group and shall indemnify and hold harmless TWC against any such liability; provided, however, that TWC shall make payments to AOL Time Warner or receive payments from AOL Time Warner as provided in the Agreement for any taxable year (which term shall throughout the Agreement include any short taxable year) during which the TWC Consolidated Group is included in the AOL Time Warner Consolidated Group (an "Agreement Year"). 3. PRO FORMA RETURNS. For each Agreement Year, AOL Time Warner shall prepare a pro forma federal income tax return for the TWC Consolidated Group (a "Pro Forma TWC Return") and the Parent Group (a "Pro Forma Parent Return"). The Pro Forma TWC Return shall be prepared based on the corresponding TWC Tax Package provided pursuant to Section 7 hereof. Except as otherwise provided herein, the Pro Forma TWC Return and Pro Forma Parent Return for each Agreement Year shall be prepared as if TWC filed a consolidated return on behalf of the TWC Consolidated Group for such taxable year, and no member of one Group was a member of the other Group. The Pro Forma Return for each Group shall reflect any carryovers of net operating losses, net capital losses, excess tax credits, or other tax attributes from prior Pro Forma Returns for such Group which could have been utilized by such Group if the TWC Consolidated Group had never been included in the AOL Time Warner Consolidated Group and all Pro Forma Returns for the relevant Group had been actual returns. The Pro Forma Return for each Group shall be prepared in a manner that reflects all elections, positions, and methods used in the AOL Time Warner Consolidated Return that must be applied on a consolidated basis and otherwise the Pro Forma Parent Return shall be prepared in a manner consistent with the AOL Time Warner Consolidated Return and the Pro Forma TWC Return shall be prepared in a manner consistent with past practices of the Time Warner cable group. The provisions of the Code that require consolidated computations, such as Sections 861, 1201-1212 and 1231, shall be applied separately to each Group as if such Group and the other Group were separate affiliated groups,

4 except that: (a) the Pro Forma TWC Return prepared for the last taxable year, or portion thereof, during which the TWC Consolidated Group is included in the AOL Time Warner Consolidated Return shall also include any income, gains or losses of the members of the TWC Consolidated Group on transactions within the TWC Consolidated Group that must be taken into account pursuant to Section 1.1502-13 of the Regulations and any income of the members of the TWC Consolidated Group that must be taken into account pursuant to Section 1.1502-19 of the Regulations and, in each case, reflected on the AOL Time Warner Consolidated Return when the TWC Consolidated Group ceases to be included in the AOL Time Warner Consolidated Return; and (b) transactions between the TWC Consolidated Group, on the one hand, and any member of the Parent Group, on the other hand, shall not be taken into account until the first taxable year in which such transaction is required to be taken into account pursuant to Regulations promulgated under Section 1502. For purposes of the Agreement, all determinations made as if the TWC Consolidated Group had never been included in the AOL Time Warner Consolidated Group and as if all Pro Forma TWC Returns were actual returns shall reflect any actual short taxable years resulting from the TWC Consolidated Group joining or leaving the AOL Time Warner Consolidated Group. 4. TAX PAYMENTS.

4 except that: (a) the Pro Forma TWC Return prepared for the last taxable year, or portion thereof, during which the TWC Consolidated Group is included in the AOL Time Warner Consolidated Return shall also include any income, gains or losses of the members of the TWC Consolidated Group on transactions within the TWC Consolidated Group that must be taken into account pursuant to Section 1.1502-13 of the Regulations and any income of the members of the TWC Consolidated Group that must be taken into account pursuant to Section 1.1502-19 of the Regulations and, in each case, reflected on the AOL Time Warner Consolidated Return when the TWC Consolidated Group ceases to be included in the AOL Time Warner Consolidated Return; and (b) transactions between the TWC Consolidated Group, on the one hand, and any member of the Parent Group, on the other hand, shall not be taken into account until the first taxable year in which such transaction is required to be taken into account pursuant to Regulations promulgated under Section 1502. For purposes of the Agreement, all determinations made as if the TWC Consolidated Group had never been included in the AOL Time Warner Consolidated Group and as if all Pro Forma TWC Returns were actual returns shall reflect any actual short taxable years resulting from the TWC Consolidated Group joining or leaving the AOL Time Warner Consolidated Group. 4. TAX PAYMENTS. (a) Estimated Tax Payments. (i) For each Agreement Year, TWC shall make periodic payments ("Estimated Tax Payments") to AOL Time Warner in such amounts as determined by AOL Time Warner (in good faith and in accordance with the principles of Section 3 hereof) based upon the estimated tax payments that would be due from the TWC Consolidated Group if it were not included in the AOL Time Warner Consolidated Group no later than the dates on which payments of estimated tax would be due from the TWC Consolidated Group if it were not included in the AOL Time Warner Consolidated Group. AOL Time Warner shall notify TWC of any amounts due from TWC to AOL Time Warner pursuant to this Section 4(a)(i) no later than 5 business days prior to the date such payments would be due from the TWC Consolidated Group if it were not included in the AOL Time Warner Consolidated Group and any such payments shall not be considered due until the later of the due date described above or the fifth day from the notice from AOL Time Warner. (ii) For each Agreement Year, AOL Time Warner shall make Estimated Tax Payments to TWC in an amount equal to the excess, if any of (x) the estimated tax payments that would be due from the Parent Group for the relevant period if the Parent Group filed its own consolidated tax return, determined by AOL Time Warner in good faith and in accordance with the principles of Section 3 hereof, over (y) the actual estimated tax payments due from the AOL Time Warner Consolidated Group for such period, no later than the

5 dates on which payments of estimated tax are due from the AOL Time Warner Consolidated Group. (b) Payments Based on Pro Forma Returns. (i) Payments Based on Pro Forma TWC Return. TWC shall pay to AOL Time Warner no later than the date on which an AOL Time Warner Consolidated Return for any Agreement Year is filed an amount equal to the excess of (x) the sum of (A) the federal income tax liability shown on the corresponding Pro Forma TWC Return prepared for the Agreement Year, plus (B) an amount equal to the additions to tax, if any (under Section 6655 of the Code, or otherwise) that would have been imposed on the TWC Consolidated Group (treating the amount due to AOL Time Warner under (A) above as its federal income tax liability and treating any Estimated Tax Payments to AOL Time Warner pursuant to clause (a) as estimated payments for purposes of Section 6655 of the Code) as a result of the inaccuracy of any information provided by TWC to AOL Time Warner pursuant to Section 7 hereof or from the failure of TWC to provide any requested information, up to the total amount of the additions to tax, if any (under Section 6655 of the Code, or otherwise) that are imposed on the AOL Time Warner Consolidated Group for such Agreement Year plus (C) any interest that would be due under the Code if the Estimated Tax Payments were actual payments of tax, over (y) the aggregate amount of Estimated Tax Payments paid by TWC to AOL Time Warner, during such year. If the aggregate amount of TWC's Estimated Tax Payments to AOL Time

5 dates on which payments of estimated tax are due from the AOL Time Warner Consolidated Group. (b) Payments Based on Pro Forma Returns. (i) Payments Based on Pro Forma TWC Return. TWC shall pay to AOL Time Warner no later than the date on which an AOL Time Warner Consolidated Return for any Agreement Year is filed an amount equal to the excess of (x) the sum of (A) the federal income tax liability shown on the corresponding Pro Forma TWC Return prepared for the Agreement Year, plus (B) an amount equal to the additions to tax, if any (under Section 6655 of the Code, or otherwise) that would have been imposed on the TWC Consolidated Group (treating the amount due to AOL Time Warner under (A) above as its federal income tax liability and treating any Estimated Tax Payments to AOL Time Warner pursuant to clause (a) as estimated payments for purposes of Section 6655 of the Code) as a result of the inaccuracy of any information provided by TWC to AOL Time Warner pursuant to Section 7 hereof or from the failure of TWC to provide any requested information, up to the total amount of the additions to tax, if any (under Section 6655 of the Code, or otherwise) that are imposed on the AOL Time Warner Consolidated Group for such Agreement Year plus (C) any interest that would be due under the Code if the Estimated Tax Payments were actual payments of tax, over (y) the aggregate amount of Estimated Tax Payments paid by TWC to AOL Time Warner, during such year. If the aggregate amount of TWC's Estimated Tax Payments to AOL Time Warner for any Agreement Year exceed the amount of its liability, as determined under clause (x) of the preceding sentence, AOL Time Warner shall refund such excess, plus interest (accruing from each date with respect to which there was an overpayment of Estimated Tax Payments) to TWC no later than the fifth business day following the filing of the AOL Time Warner Consolidated Return. AOL Time Warner shall notify TWC of any amounts due from TWC to AOL Time Warner pursuant to this Section 4(b) no later than 5 business days prior to the date such payments are due and any such payment due from TWC to AOL Time Warner shall not be considered due until the later of the due date described above or the fifth day from the notice from AOL Time Warner. (ii) Payments Based on Pro Forma Parent Returns. AOL Time Warner shall pay to TWC no later than the date on which an AOL Time Warner Consolidated Return for any Agreement Year is filed an amount equal to the excess of (x) (A) the federal income tax liability shown on the corresponding Pro Forma Parent Return prepared for the Agreement Year, plus (B) any interest that would be due under the Code if the Estimated Tax Payments were actual payments of tax, minus (C) the actual federal income tax liability for the AOL Time Warner Consolidated Group for such taxable year over (y) the aggregate

6 amount of Estimated Tax Payments paid by AOL Time Warner to TWC during such year. If the aggregate amount of AOL Time Warner's Estimated Tax Payments to TWC for any Agreement Year exceed the amount of its liability, as determined under clause (x) of the preceding sentence, TWC shall refund such excess to AOL Time Warner, plus interest (accruing from each date with respect to which there was an overpayment of Estimated Tax Payments) no later than the fifth business day following the filing of the AOL Time Warner Consolidated Return. (c) For purposes of the Agreement, the term "federal income tax liability" includes the tax imposed by Sections 11, 55 and 59A of the Code, or any successor provisions to such Sections. 5. PAYMENTS FOR TAXABLE YEARS IN THE EVENT OF DECONSOLIDATION. (a) Payments By TWC To AOL Time Warner. If for any taxable year after the TWC Consolidated Group ceases to be included in the AOL Time Warner Consolidated Group (a "Post-Consolidation Year"), (i) the federal income tax liability of the TWC Consolidated Group is less than the federal income tax liability that would have been imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, or (ii) the federal income tax liability of the AOL Time Warner Consolidated Group is greater than the federal income tax liability that would have been imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any

6 amount of Estimated Tax Payments paid by AOL Time Warner to TWC during such year. If the aggregate amount of AOL Time Warner's Estimated Tax Payments to TWC for any Agreement Year exceed the amount of its liability, as determined under clause (x) of the preceding sentence, TWC shall refund such excess to AOL Time Warner, plus interest (accruing from each date with respect to which there was an overpayment of Estimated Tax Payments) no later than the fifth business day following the filing of the AOL Time Warner Consolidated Return. (c) For purposes of the Agreement, the term "federal income tax liability" includes the tax imposed by Sections 11, 55 and 59A of the Code, or any successor provisions to such Sections. 5. PAYMENTS FOR TAXABLE YEARS IN THE EVENT OF DECONSOLIDATION. (a) Payments By TWC To AOL Time Warner. If for any taxable year after the TWC Consolidated Group ceases to be included in the AOL Time Warner Consolidated Group (a "Post-Consolidation Year"), (i) the federal income tax liability of the TWC Consolidated Group is less than the federal income tax liability that would have been imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, or (ii) the federal income tax liability of the AOL Time Warner Consolidated Group is greater than the federal income tax liability that would have been imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, then, to the extent that TWC has not already made a payment to AOL Time Warner for utilization of the tax attributes that gave rise to the decrease or increase described in (i) or (ii), TWC shall pay to AOL Time Warner an amount equal to such decrease or increase within 10 days of the filing of TWC Post-Consolidation Year return. In the event that there is both a decrease and an increase described in (i) and (ii), respectively, of the previous sentence for any Post-Consolidation Year, then TWC shall make a payment to AOL Time Warner in an amount equal to the sum of such decrease and increase, unless such decrease and increase (or any portion thereof) result from utilization of the same tax attribute(s), in which case the amount of the payment will be reduced accordingly. (b) Payments By AOL Time Warner To TWC. If for any Post-Consolidation Year (i) the federal income tax liability of the TWC Consolidated Group is greater than the federal income tax liability that would have been

7 imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, or (ii) the federal income tax liability of the AOL Consolidated Group is less than the federal income tax liability that would have been imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, then, to the extent that AOL Time Warner has not already made a payment to TWC for utilization of the tax attributes that gave rise to the increase or decrease described in (i) or (ii), AOL Time Warner shall pay to TWC an amount equal to such increase or decrease within 10 days of notification by TWC to AOL Time Warner of the filing of TWC Post-Consolidation Year return. In the event that there is both an increase and a decrease described in (i) and (ii), respectively, of the previous sentence for any Post-Consolidation Year, then AOL Time Warner shall make a payment to TWC in an amount equal to the sum of such increase and decrease, unless such increase and decrease (or any portion thereof) result from utilization of the same tax attribute(s), in which case the amount of the payment will be reduced accordingly. (c) Documentation. Prior to the payment of any amounts due pursuant to this Section 5, the parties shall exchange such information and documentation as is reasonably satisfactory to each of them in order to substantiate the amounts due pursuant to this Section 5. Any disputes as to such amounts and documentation which cannot be resolved prior to the date a payment is due shall be referred to an independent accounting firm whose fees shall paid one half by TWC and one half by AOL Time Warner.

7 imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, or (ii) the federal income tax liability of the AOL Consolidated Group is less than the federal income tax liability that would have been imposed with respect to the same period if the TWC Consolidated Group had not been included in the AOL Time Warner Consolidated Group for any Agreement Year and all Pro Forma TWC Returns had been actual returns for such years, then, to the extent that AOL Time Warner has not already made a payment to TWC for utilization of the tax attributes that gave rise to the increase or decrease described in (i) or (ii), AOL Time Warner shall pay to TWC an amount equal to such increase or decrease within 10 days of notification by TWC to AOL Time Warner of the filing of TWC Post-Consolidation Year return. In the event that there is both an increase and a decrease described in (i) and (ii), respectively, of the previous sentence for any Post-Consolidation Year, then AOL Time Warner shall make a payment to TWC in an amount equal to the sum of such increase and decrease, unless such increase and decrease (or any portion thereof) result from utilization of the same tax attribute(s), in which case the amount of the payment will be reduced accordingly. (c) Documentation. Prior to the payment of any amounts due pursuant to this Section 5, the parties shall exchange such information and documentation as is reasonably satisfactory to each of them in order to substantiate the amounts due pursuant to this Section 5. Any disputes as to such amounts and documentation which cannot be resolved prior to the date a payment is due shall be referred to an independent accounting firm whose fees shall paid one half by TWC and one half by AOL Time Warner. (d) Post-Consolidation Year Carrybacks. (i) If a TWC Consolidated Group federal income tax return for any Post-Consolidation Year reflects a net operating loss, net capital loss, excess tax credits, or any other tax attribute, whether or not TWC waives the right to carryback any such attribute to an AOL Time Warner Consolidated Return, no payment with respect to such carrybacks shall be due from AOL Time Warner. (ii) If an AOL Time Warner Consolidated Return for any Post-Consolidation Year reflects a net operating loss, net capital loss, excess tax credits, or any other tax attribute, such attribute may be carried back to an AOL Time Warner Consolidated Return for an Agreement Year, and AOL Time Warner shall be entitled to retain (without any obligation to reimburse TWC) the full amount of any refund received in connection therewith. In the event that TWC (or any other member of the TWC Consolidated Group) receives any refund

8 with respect to an Agreement Year issued in connection with a carryback of an AOL Time Warner Consolidated Group tax attribute from a Post-Consolidation Year to an AOL Time Warner Consolidated Return for an Agreement Year, TWC shall promptly pay the full amount of such refund to AOL Time Warner. (e) No Duplication of Payment. Notwithstanding anything to the contrary herein, neither Section 5(a) nor Section 5(b) shall require TWC or AOL Time Warner, as the case may be, to make any payment pursuant to such section to the extent that the payment is attributable to a tax attribute for which payment has previously been made pursuant to Section 4. 6. CARRYBACK OF TAX ATTRIBUTES. To the extent that AOL Time Warner elects to carryback a net operating loss, net capital loss, excess tax credits or any other tax attribute of the TWC Consolidated Group or the Parent Group in any Agreement Year to an AOL Time Warner Consolidated Return for any earlier Agreement Year, an adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent Return, as applicable, to reflect the utilization of such carryback, and all calculations of payments made pursuant to Sections 4 and 5 of this Agreement shall be recomputed to reflect the effect of such carryback on the relevant Pro Forma TWC Return or Pro Forma Parent Return. Within 30 days after the date on which the AOL Time Warner Consolidated Return reflecting utilization of such attribute is filed, TWC or AOL Time Warner, as appropriate, shall make additional payments to the other party reflecting the recomputation described in the preceding sentence.

8 with respect to an Agreement Year issued in connection with a carryback of an AOL Time Warner Consolidated Group tax attribute from a Post-Consolidation Year to an AOL Time Warner Consolidated Return for an Agreement Year, TWC shall promptly pay the full amount of such refund to AOL Time Warner. (e) No Duplication of Payment. Notwithstanding anything to the contrary herein, neither Section 5(a) nor Section 5(b) shall require TWC or AOL Time Warner, as the case may be, to make any payment pursuant to such section to the extent that the payment is attributable to a tax attribute for which payment has previously been made pursuant to Section 4. 6. CARRYBACK OF TAX ATTRIBUTES. To the extent that AOL Time Warner elects to carryback a net operating loss, net capital loss, excess tax credits or any other tax attribute of the TWC Consolidated Group or the Parent Group in any Agreement Year to an AOL Time Warner Consolidated Return for any earlier Agreement Year, an adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent Return, as applicable, to reflect the utilization of such carryback, and all calculations of payments made pursuant to Sections 4 and 5 of this Agreement shall be recomputed to reflect the effect of such carryback on the relevant Pro Forma TWC Return or Pro Forma Parent Return. Within 30 days after the date on which the AOL Time Warner Consolidated Return reflecting utilization of such attribute is filed, TWC or AOL Time Warner, as appropriate, shall make additional payments to the other party reflecting the recomputation described in the preceding sentence. 7. PREPARATION OF TAX PACKAGE AND OTHER FINANCIAL REPORTING INFORMATION. TWC shall provide to AOL Time Warner in a format determined by AOL Time Warner all information requested by AOL Time Warner as reasonably necessary to prepare the AOL Time Warner Consolidated Return and the Pro Forma TWC Return (the "TWC Tax Package"). The TWC Tax Package with respect to any taxable year shall be provided to AOL Time Warner on a basis consistent with current practices of the AOL Time Warner Consolidated Group. TWC shall also provide to AOL Time Warner information required to determine the Estimated Tax Payments, current federal taxable income, current and deferred tax liabilities, tax reserve items, and any additional current or prior information required by AOL Time Warner on a timely basis consistent with current practices of the AOL Time Warner Consolidated Group. 8. RETURNS, AUDITS, REFUNDS, AMENDED RETURNS, LITIGATION, ADJUSTMENTS AND RULINGS. (a) Returns. AOL Time Warner shall have exclusive and sole responsibility for the preparation and filing of the AOL Time Warner Consolidated Returns (including requests for extensions thereof) and any other returns, amended returns and other documents or statements required to be filed

9 with the IRS in connection with the determination of the federal income tax liability of the AOL Time Warner Consolidated Group. (b) Audits; Refund Claims. AOL Time Warner will have exclusive and sole responsibility and control with respect to the conduct and settlement of IRS examinations of the returns filed by the AOL Time Warner Consolidated Group and any refund claims with respect thereto; provided, however, that no settlement relating to any matter that would cause a payment obligation for TWC under this Agreement shall be accepted or entered into by AOL Time Warner without the consent of TWC (which consent shall not unreasonably be withheld or delayed). If TWC does not respond to AOL Time Warner's request for consent within 30 days, TWC shall be deemed to have consented. TWC shall assist and cooperate with AOL Time Warner during the course of any such proceeding. Within 10 days of the commencement of any such proceeding, AOL Time Warner shall give TWC notice of and consult with TWC with respect to any issues relating to items of income, gain, loss, deduction or credit of TWC (any such items, "TWC Return Items"); provided, that, TWC shall not be relieved of any obligation to make additional payments under this Agreement if AOL Time Warner fails to timely deliver the notice described above except to the extent that TWC is actually prejudiced thereby. Notwithstanding the foregoing, AOL Time Warner shall have the right in its sole discretion to have TWC pay any disputed taxes and

9 with the IRS in connection with the determination of the federal income tax liability of the AOL Time Warner Consolidated Group. (b) Audits; Refund Claims. AOL Time Warner will have exclusive and sole responsibility and control with respect to the conduct and settlement of IRS examinations of the returns filed by the AOL Time Warner Consolidated Group and any refund claims with respect thereto; provided, however, that no settlement relating to any matter that would cause a payment obligation for TWC under this Agreement shall be accepted or entered into by AOL Time Warner without the consent of TWC (which consent shall not unreasonably be withheld or delayed). If TWC does not respond to AOL Time Warner's request for consent within 30 days, TWC shall be deemed to have consented. TWC shall assist and cooperate with AOL Time Warner during the course of any such proceeding. Within 10 days of the commencement of any such proceeding, AOL Time Warner shall give TWC notice of and consult with TWC with respect to any issues relating to items of income, gain, loss, deduction or credit of TWC (any such items, "TWC Return Items"); provided, that, TWC shall not be relieved of any obligation to make additional payments under this Agreement if AOL Time Warner fails to timely deliver the notice described above except to the extent that TWC is actually prejudiced thereby. Notwithstanding the foregoing, AOL Time Warner shall have the right in its sole discretion to have TWC pay any disputed taxes and sue for a refund in the forum of AOL Time Warner's choice. AOL Time Warner shall act in good faith with respect to the matters described in this Section 8(b). (c) Litigation. If the federal income tax liability of the AOL Time Warner Consolidated Group becomes the subject of litigation in any court, the conduct and settlement of the litigation shall be controlled exclusively by AOL Time Warner; provided, however, that no settlement relating to any matter that would cause a payment obligation for TWC under this Agreement shall be accepted or entered into by AOL Time Warner without the consent of TWC (which consent shall not unreasonably be withheld or delayed). If TWC does not respond to AOL Time Warner's request for consent within 30 days, TWC shall be deemed to have consented. TWC shall assist and cooperate with AOL Time Warner during the course of litigation, and AOL Time Warner shall consult with TWC regarding any issues relating to TWC Return Items. AOL Time Warner shall act in good faith with respect to the matters described in this Section 8(c). (d) Expenses. TWC shall reimburse AOL Time Warner for all reasonable out-of-pocket expenses (including, without limitation, legal, consulting and accounting fees) in the course of proceedings described in paragraphs (b) and (c) of this Section to the extent such expenses are reasonably attributable to TWC Return Items for any Agreement Year.

10 (e) Recalculation Of Payments To Reflect Adjustments. To the extent that there is a Determination with respect to an AOL Time Warner Consolidated Return for any year, or a TWC Consolidated Group return for a PostConsolidation Year, that results in an additional payment of tax (including a payment of tax made preliminary to commencing a refund claim or litigation) or a refund of tax (including a refund of a preliminary payment referred to in the preceding parenthetical) (any such additional payment or refund, an "Adjustment") relating to the AOL Time Warner Consolidated Return for an Agreement Year, a corresponding adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent Return, as applicable. All calculations of payments made pursuant to Sections 4, 5 and 6 of the Agreement shall be recomputed to reflect the effect of any Adjustments on (i) the relevant Pro Forma TWC Return or Pro Forma Parent Return, and (ii) the liability of TWC or AOL Time Warner for a Post-Consolidation Year; provided, that, any such payment recomputation shall also take into account any previous adjusted payments made in connection with an Adjustment resulting from a prior Determination. Within 5 days after any such Adjustment, TWC or AOL Time Warner, as appropriate, shall make additional payments or refund payments to the other party reflecting such Adjustment, plus interest pursuant to Section 9 of the Agreement, calculated as if payments by and to TWC pursuant to Sections 4, 5 and 6 of the Agreement and this Section 8 were payments and refunds of federal income taxes. TWC shall further pay to AOL Time Warner, on an after-tax basis, the amount of any penalties or additions to tax incurred by the AOL Time Warner Consolidated Group in connection with any adjustment to any TWC Return Item for an Agreement Year, but only if such penalties or additions to tax result from the inaccuracy

10 (e) Recalculation Of Payments To Reflect Adjustments. To the extent that there is a Determination with respect to an AOL Time Warner Consolidated Return for any year, or a TWC Consolidated Group return for a PostConsolidation Year, that results in an additional payment of tax (including a payment of tax made preliminary to commencing a refund claim or litigation) or a refund of tax (including a refund of a preliminary payment referred to in the preceding parenthetical) (any such additional payment or refund, an "Adjustment") relating to the AOL Time Warner Consolidated Return for an Agreement Year, a corresponding adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent Return, as applicable. All calculations of payments made pursuant to Sections 4, 5 and 6 of the Agreement shall be recomputed to reflect the effect of any Adjustments on (i) the relevant Pro Forma TWC Return or Pro Forma Parent Return, and (ii) the liability of TWC or AOL Time Warner for a Post-Consolidation Year; provided, that, any such payment recomputation shall also take into account any previous adjusted payments made in connection with an Adjustment resulting from a prior Determination. Within 5 days after any such Adjustment, TWC or AOL Time Warner, as appropriate, shall make additional payments or refund payments to the other party reflecting such Adjustment, plus interest pursuant to Section 9 of the Agreement, calculated as if payments by and to TWC pursuant to Sections 4, 5 and 6 of the Agreement and this Section 8 were payments and refunds of federal income taxes. TWC shall further pay to AOL Time Warner, on an after-tax basis, the amount of any penalties or additions to tax incurred by the AOL Time Warner Consolidated Group in connection with any adjustment to any TWC Return Item for an Agreement Year, but only if such penalties or additions to tax result from the inaccuracy of any information provided by TWC to AOL Time Warner pursuant to Section 7 hereof or from the failure of TWC to provide any requested information. (f) Rulings. TWC shall assist and cooperate with AOL Time Warner and take all actions reasonably requested by AOL Time Warner in connection with any ruling requests submitted by AOL Time Warner to the IRS. (g) Applicability With Respect To All Consolidated Returns. The provisions of Section 8(a), (b) and (c) above shall apply to AOL Time Warner Consolidated Returns and TWC Return Items for all taxable years in which TWC is includable in the AOL Time Warner Consolidated Group. (h) Document Retention, Access To Records & Use Of Personnel. Until the expiration of the relevant statute of limitations (including extensions), each of AOL Time Warner and TWC shall (i) retain records, documents, accounting data, computer data and other information (collectively, the

11 "Records") necessary for the preparation, filing, review, audit or defense of all tax returns relevant to an obligation, right or liability of either party under the Agreement; and (ii) give each other reasonable access to such Records and to its personnel (insuring their cooperation) and premises to the extent relevant to an obligation, right or liability of either party under the Agreement. Prior to disposing of any such Records, each of AOL Time Warner and TWC shall notify the other party in writing of such intention and afford the other party the opportunity to take possession or make copies of such Records at its discretion. 9. INTEREST. Interest required to be paid pursuant to the Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, respectively, of federal income tax for the relevant period. Any payments required pursuant to the Agreement which are not made within the time period specified in the Agreement shall bear interest at a rate equal to two hundred basis points above the average interest rate on the senior bank debt of AOL Time Warner. 10. FOREIGN, STATE AND LOCAL INCOME TAXES. (a) In the case of foreign, state or local taxes based on or measured by the net income of the AOL Time Warner Consolidated Group, or any combination of members thereof (other than solely with respect to the TWC Consolidated Group or members of the Parent Group) on a combined, consolidated or unitary basis, the provisions of the Agreement shall apply with equal force to such foreign, state or local tax for each Agreement

11 "Records") necessary for the preparation, filing, review, audit or defense of all tax returns relevant to an obligation, right or liability of either party under the Agreement; and (ii) give each other reasonable access to such Records and to its personnel (insuring their cooperation) and premises to the extent relevant to an obligation, right or liability of either party under the Agreement. Prior to disposing of any such Records, each of AOL Time Warner and TWC shall notify the other party in writing of such intention and afford the other party the opportunity to take possession or make copies of such Records at its discretion. 9. INTEREST. Interest required to be paid pursuant to the Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, respectively, of federal income tax for the relevant period. Any payments required pursuant to the Agreement which are not made within the time period specified in the Agreement shall bear interest at a rate equal to two hundred basis points above the average interest rate on the senior bank debt of AOL Time Warner. 10. FOREIGN, STATE AND LOCAL INCOME TAXES. (a) In the case of foreign, state or local taxes based on or measured by the net income of the AOL Time Warner Consolidated Group, or any combination of members thereof (other than solely with respect to the TWC Consolidated Group or members of the Parent Group) on a combined, consolidated or unitary basis, the provisions of the Agreement shall apply with equal force to such foreign, state or local tax for each Agreement Year whether or not the TWC Consolidated Group is included in the AOL Time Warner Consolidated Group for federal income tax purposes; provided, however, that interest pursuant to the first sentence of Section 9 of the Agreement shall be computed at the rate and in the manner provided under such foreign, state or local law for interest on underpayments and overpayments of such tax for the relevant period and references to provisions of the Code throughout the Agreement shall be deemed to be references to analogous provisions of state, local, and foreign law. (b) For any Agreement Year, AOL Time Warner shall have the sole and exclusive control of (a) the determination of whether a combined, consolidated or unitary tax return should be filed for any foreign, state or local tax purpose. (c) TWC shall be responsible for filing tax returns relating to payroll, sales and use, property, withholding, capital stock, net worth and similar taxes attributable to members of the TWC Consolidated Group and shall be responsible for the payment of such taxes.

12 (d) For all taxable years that TWC is a member of the AOL Time Warner Consolidated Group, TWC shall have the sole and exclusive responsibility for all taxes based on or measured by net income that are determined solely by the income of the TWC Consolidated Group (or any combination of the members thereof, including the predecessors and successors of such members) on a combined, consolidated, unitary or separate company basis. 11. CONFIDENTIALITY. Each of AOL Time Warner and TWC agrees that any information furnished pursuant to the Agreement is confidential and, except as and to the extent required by law or otherwise during the course of an audit or litigation or other administrative or legal proceeding, shall not be disclosed to other persons. In addition, each of AOL Time Warner and TWC shall cause its employees, agents and advisors to comply with the terms of this Section 11. 12. SUCCESSORS AND ACCESS TO INFORMATION. The Agreement shall be binding upon and inure to the benefit of any successor to any of the parties, by merger, acquisition of assets or otherwise, to the same extent as if the successor had been an original party to the Agreement, and in such event, all references herein to a party shall refer instead to the successor of such party. If

12 (d) For all taxable years that TWC is a member of the AOL Time Warner Consolidated Group, TWC shall have the sole and exclusive responsibility for all taxes based on or measured by net income that are determined solely by the income of the TWC Consolidated Group (or any combination of the members thereof, including the predecessors and successors of such members) on a combined, consolidated, unitary or separate company basis. 11. CONFIDENTIALITY. Each of AOL Time Warner and TWC agrees that any information furnished pursuant to the Agreement is confidential and, except as and to the extent required by law or otherwise during the course of an audit or litigation or other administrative or legal proceeding, shall not be disclosed to other persons. In addition, each of AOL Time Warner and TWC shall cause its employees, agents and advisors to comply with the terms of this Section 11. 12. SUCCESSORS AND ACCESS TO INFORMATION. The Agreement shall be binding upon and inure to the benefit of any successor to any of the parties, by merger, acquisition of assets or otherwise, to the same extent as if the successor had been an original party to the Agreement, and in such event, all references herein to a party shall refer instead to the successor of such party. If for any taxable year TWC is no longer included in the AOL Time Warner Consolidated Group, AOL Time Warner and TWC agree to provide to the other party any information reasonably required to complete tax returns for taxable periods beginning after TWC is no longer included in an AOL Time Warner Consolidated Return, and each of AOL Time Warner and TWC will cooperate with respect to any audits or litigation relating to any AOL Time Warner Consolidated Return. 13. GOVERNING LAW. The Agreement shall be governed by and construed in accordance with the laws of New York excluding (to the greatest extent permissible by law) any rule of law that would cause the application of the laws of any jurisdiction other than the State of New York. 14. HEADINGS. The headings in the Agreement are for convenience only and shall not be deemed for any purpose to constitute a part or to affect the interpretation of the Agreement. 15. COUNTERPARTS. The Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, and it shall not be necessary in making proof of the Agreement to produce or account for more than one counterpart.

13 16. NOTICES. Any payment, notice or communication required or permitted to be given under the Agreement shall be in writing (including telecopy communication) and mailed, telecopied or delivered: If to AOL Time Warner: AOL Time Warner 75 Rockefeller Plaza New York, NY 10019 Attention: Annaliese Kambour Senior Vice-President, Tax Fax: (212) 258-3027

13 16. NOTICES. Any payment, notice or communication required or permitted to be given under the Agreement shall be in writing (including telecopy communication) and mailed, telecopied or delivered: If to AOL Time Warner: AOL Time Warner 75 Rockefeller Plaza New York, NY 10019 Attention: Annaliese Kambour Senior Vice-President, Tax Fax: (212) 258-3027 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 If to TWC: Attn: or to any other address as AOL Time Warner or TWC shall furnish in writing to one another. All such notices and communications shall be effective when received. 17. SEVERABILITY. If any provision of the Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent practicable. In any event, all other provisions of the Agreement shall be deemed valid, binding, and enforceable to their full extent. 18. TERMINATION. The Agreement shall remain in force and be binding so long as the applicable period of assessments (including extensions) remains unexpired for any taxes contemplated by the Agreement; provided, however, that neither AOL Time Warner nor TWC shall have any liability to the other party with respect to tax liabilities for taxable years in which TWC is not

14 included in the AOL Time Warner Consolidated Returns except as provided in Sections 5 and 10 of this Agreement. 19. SUCCESSOR PROVISIONS. Any reference herein to any provisions of the Code or Treasury Regulations shall be deemed to include any amendments or successor provisions thereto as appropriate. 20. COMPLIANCE BY SUBSIDIARIES AOL Time Warner and TWC each agrees to cause all members of the Parent Group and the TWC Consolidated Group (including predecessors and successors to such members) to comply with the terms of the Agreement. IN WITNESS WHEREOF, each of the parties of the Agreement has caused the Agreement to be executed by its duly authorized officer on this date of , 200[_].

14 included in the AOL Time Warner Consolidated Returns except as provided in Sections 5 and 10 of this Agreement. 19. SUCCESSOR PROVISIONS. Any reference herein to any provisions of the Code or Treasury Regulations shall be deemed to include any amendments or successor provisions thereto as appropriate. 20. COMPLIANCE BY SUBSIDIARIES AOL Time Warner and TWC each agrees to cause all members of the Parent Group and the TWC Consolidated Group (including predecessors and successors to such members) to comply with the terms of the Agreement. IN WITNESS WHEREOF, each of the parties of the Agreement has caused the Agreement to be executed by its duly authorized officer on this date of , 200[_]. AOL TIME WARNER INC. By: Name:

Title: TIME WARNER ENTERTAINMENT Inc. By: Name:

Title:

EXHIBIT 10.13 FORM OF BRAND AND TRADE NAME LICENSE AGREEMENT AMONG TIME WARNER INC. AND TIME WARNER CABLE INC. DATED AS OF ______, 2002

EXHIBIT 10.13 FORM OF BRAND AND TRADE NAME LICENSE AGREEMENT AMONG TIME WARNER INC. AND TIME WARNER CABLE INC. DATED AS OF ______, 2002

TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE...............................................................................1 2.1 Multi-Channel Video Services and Interactive Television Services......................1 2.2 Consumer Platform Services............................................................1 2.3 Promotional Products..................................................................1 2.4 Ancillary Broadband Services..........................................................1 2.5 Portals...............................................................................1 2.6 Equipment and Software................................................................1 2.7 Audio/Video Content Services..........................................................1 2.8 Corporate Name........................................................................1 2.9 Transferability.......................................................................1 2.10 Request for License...................................................................1 2.11 Reservation of Rights.................................................................1 RESTRICTIONS ON USE OF LICENSED MARKS..........................................................1 3.1 Resellers.............................................................................1 3.2 Use of Licensed Marks with Licensee Marks.............................................1 3.3 Bundling..............................................................................1 3.4 Co-Marketing..........................................................................1 3.5 General Purpose Credit Cards..........................................................1 3.6 Dealers...............................................................................1 3.7 Sublicenses...........................................................................1 TERM AND TERMINATION...........................................................................1 4.1 Term..................................................................................1 4.2 Termination...........................................................................1 4.3 Notice of Termination.................................................................1 4.4 Effect of Termination.................................................................1 4.5 Other Rights Unaffected...............................................................1 4.6 Bankruptcy............................................................................1 QUALITY CONTROL................................................................................1 5.1 General...............................................................................1 5.2 Quality Standards.....................................................................1 5.3 Quality Service Reviews; Right of Inspection..........................................1 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................1 REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................1 6.1 Non-compliance with Quality Standards and Cure........................................1 6.2 Potential Injury to Persons or Property...............................................1

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TABLE OF CONTENTS
Pa -1. 2. DEFINITIONS..................................................................................... GRANT OF LICENSE...............................................................................1 2.1 Multi-Channel Video Services and Interactive Television Services......................1 2.2 Consumer Platform Services............................................................1 2.3 Promotional Products..................................................................1 2.4 Ancillary Broadband Services..........................................................1 2.5 Portals...............................................................................1 2.6 Equipment and Software................................................................1 2.7 Audio/Video Content Services..........................................................1 2.8 Corporate Name........................................................................1 2.9 Transferability.......................................................................1 2.10 Request for License...................................................................1 2.11 Reservation of Rights.................................................................1 RESTRICTIONS ON USE OF LICENSED MARKS..........................................................1 3.1 Resellers.............................................................................1 3.2 Use of Licensed Marks with Licensee Marks.............................................1 3.3 Bundling..............................................................................1 3.4 Co-Marketing..........................................................................1 3.5 General Purpose Credit Cards..........................................................1 3.6 Dealers...............................................................................1 3.7 Sublicenses...........................................................................1 TERM AND TERMINATION...........................................................................1 4.1 Term..................................................................................1 4.2 Termination...........................................................................1 4.3 Notice of Termination.................................................................1 4.4 Effect of Termination.................................................................1 4.5 Other Rights Unaffected...............................................................1 4.6 Bankruptcy............................................................................1 QUALITY CONTROL................................................................................1 5.1 General...............................................................................1 5.2 Quality Standards.....................................................................1 5.3 Quality Service Reviews; Right of Inspection..........................................1 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees.................1 REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS.............................................1 6.1 Non-compliance with Quality Standards and Cure........................................1 6.2 Potential Injury to Persons or Property...............................................1

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Pa -6.3 Licensor's Rights to License Others...................................................1 PROTECTION OF LICENSED MARKS...................................................................1 7.1 Ownership and Rights to the Licensed Marks............................................1 7.2 Similar Marks.........................................................................2 7.3 Infringement..........................................................................2 7.4 Compliance with Legal Requirements....................................................2 USE OF LICENSED MARKS AND OTHER MARKS..........................................................2 8.1 Licensee Marks........................................................................2 8.2 Modification of Licensed Marks........................................................2 8.3 Third Party Marks.....................................................................2 8.4 Internet Domain Names.................................................................2 LIABILITY AND INDEMNIFICATION..................................................................2 9.1 Indemnification.......................................................................2 9.2 Notification and Defense of Claims....................................................2 9.3 Insurance.............................................................................2 AGREEMENT PERSONAL.............................................................................2 10.1 Personal to Licensee..................................................................2 10.2 Licensee Acknowledgment...............................................................2 RETENTION OF RIGHTS............................................................................2

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10.

11.

Pa -6.3 Licensor's Rights to License Others...................................................1 PROTECTION OF LICENSED MARKS...................................................................1 7.1 Ownership and Rights to the Licensed Marks............................................1 7.2 Similar Marks.........................................................................2 7.3 Infringement..........................................................................2 7.4 Compliance with Legal Requirements....................................................2 USE OF LICENSED MARKS AND OTHER MARKS..........................................................2 8.1 Licensee Marks........................................................................2 8.2 Modification of Licensed Marks........................................................2 8.3 Third Party Marks.....................................................................2 8.4 Internet Domain Names.................................................................2 LIABILITY AND INDEMNIFICATION..................................................................2 9.1 Indemnification.......................................................................2 9.2 Notification and Defense of Claims....................................................2 9.3 Insurance.............................................................................2 AGREEMENT PERSONAL.............................................................................2 10.1 Personal to Licensee..................................................................2 10.2 Licensee Acknowledgment...............................................................2 RETENTION OF RIGHTS............................................................................2 SPONSORSHIP....................................................................................2 CONSENT OF LICENSOR............................................................................2 NOTICES........................................................................................2 GOVERNMENTAL LICENSES, PERMITS AND APPROVALS...................................................2 APPLICABLE LAW.................................................................................2 CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION.............................................2 MISCELLANEOUS..................................................................................2 18.1 Entire Agreement......................................................................2 18.2 Relationship of the Parties...........................................................3 18.3 Amendments, Waivers...................................................................3 18.4 Assignment............................................................................3 18.5 Specific Performance..................................................................3 18.6 Remedies Cumulative...................................................................3 18.7 No Waiver.............................................................................3 18.8 Rules of Construction.................................................................3 18.9 No Third Party Beneficiaries..........................................................3 18.10 Counterparts..........................................................................3

7.

8.

9.

10.

11. 12. 13. 14. 15. 16. 17. 18.

ii

BRAND AND TRADE NAME LICENSE AGREEMENT BRAND AND TRADE NAME LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and among Time Warner Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc., a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks in connection with the Licensed Services; and WHEREAS, Licensor previously granted a license to Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for use of the TIME WARNER ENTERTAINMENT mark and related marks in connection with certain broadband businesses, which agreement is terminated pursuant to the agreement set forth in Exhibit A hereto. WHEREAS, Licensee wishes to use the Licensed Marks in a limited manner in the Licensed Territory in

BRAND AND TRADE NAME LICENSE AGREEMENT BRAND AND TRADE NAME LICENSE AGREEMENT (the "Agreement") dated as of _________ __, 2002 and effective as of the Closing, by and among Time Warner Inc., a Delaware corporation, with offices located at 75 Rockefeller Plaza, New York, New York 10019 ("Licensor"), and Time Warner Cable Inc., a Delaware corporation, with offices located at 290 Harbor Drive, Stamford, Connecticut 06902 ("Licensee"). Certain capitalized terms used herein are defined in Article 1. WHEREAS, Licensor owns and desires that Licensee have the right to use the Licensed Marks in connection with the Licensed Services; and WHEREAS, Licensor previously granted a license to Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), for use of the TIME WARNER ENTERTAINMENT mark and related marks in connection with certain broadband businesses, which agreement is terminated pursuant to the agreement set forth in Exhibit A hereto. WHEREAS, Licensee wishes to use the Licensed Marks in a limited manner in the Licensed Territory in connection with the Licensed Services; and WHEREAS, Licensor is willing to license and allow Licensee to use the Licensed Marks in the Licensed Territory under the terms and conditions set forth in this Agreement; and WHEREAS, this Agreement is effective on the Closing. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. DEFINITIONS "AFFILIATE": An Affiliate of a Person means a Person that controls, is controlled by, or is under common control with such Person. "ANCILLARY BROADBAND SERVICES": The following products or services: (a) The marketing, provision and sale of customer care services in support of Licensee's provision of Licensed Services; (b) The marketing, provision and sale of activation and authorization services (for avoidance of doubt, authorization service is the provision of a signal to a set top box, which signal authorizes the subscriber to receive specified services using that box; activation service is the provision of a signal to a set top box, which signal activates the box to receive any services) in support of Licensee's provision of Licensed Services to its customers;

(c) The marketing, provision, sale and distribution of Point Of Deployment modules (PODS) that are used to identify a Consumer as an authorized subscriber of Licensee's Cable System entitled to certain pre-selected proprietary features available on the Cable System; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on Cable Systems owned or managed by Licensee, on Cable Systems owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and (e) Any other ancillary services provided in connection with the Licensed Services, including repair, billing and provisioning services. "APPROVAL": The granting by all appropriate Regulatory Authorities of all necessary licenses, permits,

(c) The marketing, provision, sale and distribution of Point Of Deployment modules (PODS) that are used to identify a Consumer as an authorized subscriber of Licensee's Cable System entitled to certain pre-selected proprietary features available on the Cable System; (d) The offer and sale of advertising inventory to third parties, which advertising may appear on Cable Systems owned or managed by Licensee, on Cable Systems owned or managed by other operators, and/or on or in Licensee's web sites or other promotional or informational vehicles (e.g., monthly bills); and (e) Any other ancillary services provided in connection with the Licensed Services, including repair, billing and provisioning services. "APPROVAL": The granting by all appropriate Regulatory Authorities of all necessary licenses, permits, approvals, authorizations and clearances for this Agreement and the registration or recording of this Agreement as required by all Regulatory Authorities. "AUDIO/VIDEO CONTENT SERVICES": The provision to third parties of (a) production, origination, post-production and editing services; (b) signal processing, compression, storage and encryption services; and (c) satellite reception and transmission services to customers that: (i) in the case of (b) and (c), are for the purpose of transmitting and delivering video programming and data to authorized consumers and licensees of such programming and (ii) in each case, are of substantially the same character and nature as those offered by the TWE Broadband Business as of the Closing. For avoidance of doubt, Audio/Video Content Services do not include the provision of Multi-Channel Video Services or Interactive Television Services. "AUTHORIZED DEALERS": Any distributor or other agent of Licensee authorized by Licensee to market, advertise or otherwise offer, on behalf of Licensee, any Licensed Services or Promotional Products under the Licensed Marks in the Licensed Territory. "BANKRUPTCY": With respect to a Person, means (i) the filing by such Person of a voluntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment, in any form, of its debts under Title 11 of the United States Code (or corresponding provisions of future laws) or any other bankruptcy or insolvency law, or such Person's filing an answer consenting to, or acquiescing in any such petition; (ii) the making by such Person of any assignment for the benefit of its creditors, or the admission by such Person in writing of its inability to pay its debts as they mature; (iii) the expiration of 60 days after the filing of an involuntary petition under 2

Title 11 of the United States Code (or corresponding provisions of future laws), an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment of its debts or similar relief under any bankruptcy or insolvency law; provided that, the same shall not have been vacated, set aside or stayed within such 60 day period; or (iv) the entry of an order for relief against such Person under Title 11 of the United States Bankruptcy Code. "CABLE SYSTEM": A communication system that allows for the provision of Multi-Channel Video Services and Interactive Television Services to subscribers, which communication system utilizes coaxial cable, fiber optic cable, hybrid fiber-coaxial cable or other cable later developed for the transmission link with the subscribers or a microwave distribution system, multi-channel multi-point distribution system or satellite master antenna television system. For all purposes other than Section 2.1 (which concerns Multi-Channel Video Services and Interactive Television Services), a Hybrid System shall be treated as if it were a "Cable System." "CALLING CARD": A magnetic or non-magnetic card which bears an access number and a unique security code to enable access to any use of a Cable System and which debits the Consumer for the cost of such access

Title 11 of the United States Code (or corresponding provisions of future laws), an application for the appointment of a receiver for the assets of such Person, or an involuntary petition seeking liquidation, dissolution, reorganization, rearrangement or readjustment of its debts or similar relief under any bankruptcy or insolvency law; provided that, the same shall not have been vacated, set aside or stayed within such 60 day period; or (iv) the entry of an order for relief against such Person under Title 11 of the United States Bankruptcy Code. "CABLE SYSTEM": A communication system that allows for the provision of Multi-Channel Video Services and Interactive Television Services to subscribers, which communication system utilizes coaxial cable, fiber optic cable, hybrid fiber-coaxial cable or other cable later developed for the transmission link with the subscribers or a microwave distribution system, multi-channel multi-point distribution system or satellite master antenna television system. For all purposes other than Section 2.1 (which concerns Multi-Channel Video Services and Interactive Television Services), a Hybrid System shall be treated as if it were a "Cable System." "CALLING CARD": A magnetic or non-magnetic card which bears an access number and a unique security code to enable access to any use of a Cable System and which debits the Consumer for the cost of such access and use. "CALLING CARD SERVICES": The provision of local or long distance voice telecommunications services to Consumers who use Calling Cards. "CHANGE OF CONTROL": with respect to Licensee, shall mean the occurrence of the earlier of the following: (a) The beneficial owner (for all purposes hereof, within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) as of the Closing of a majority of (i) the outstanding shares of common stock of the Licensee (the "Outstanding Company Common Stock") or (ii) the combined voting power of the outstanding voting securities of the Licensee entitled to vote generally in the election of directors of the Licensee (the "Outstanding Company Voting Securities"), ceases to beneficially own, together with its Affiliates, at least 40% of the Outstanding Common Stock or the Outstanding Company Voting Securities; or (b) A change of Control of Licensee, as determined by Licensor acting in good faith; provided that, this section (b) shall not apply until the beneficial owner as of the Closing of a majority of the Outstanding Company Common Stock or the Outstanding Company Voting Securities ceases to beneficially own, together with its Affiliates, at least 60% of the Outstanding Common Stock or the Outstanding Company Voting Securities. "CLOSING": As defined in the Restructuring Agreement. "CO-MARKETING": The marketing, promotion, advertising, offering or sale of one Person's goods or services with another Person's goods or services. 3

"CONSUMER": An end-user of any product or service who uses that product or service. "CONSUMER PLATFORM SERVICES": The following services, each provided over a Cable System, or to the extent applicable, a Hybrid System: (a) Telephone Services; (b) High Speed Internet Services; (c) Prepaid Consumer Calling Card Services; (d) Calling Card Services; (e) Home Security Services; (f) Networking Services; and

"CONSUMER": An end-user of any product or service who uses that product or service. "CONSUMER PLATFORM SERVICES": The following services, each provided over a Cable System, or to the extent applicable, a Hybrid System: (a) Telephone Services; (b) High Speed Internet Services; (c) Prepaid Consumer Calling Card Services; (d) Calling Card Services; (e) Home Security Services; (f) Networking Services; and (g) Voice-over IP Services. "CONTROL": The possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise. "DEDICATED WIRELESS DEVICES": Bi-directional cellular telecommunication devices that use Mobile Wireless Services as their sole mode of communication with other devices (other than a personal computer for purposes of synchronizing a calendar or address book) and users. "DEDICATED WIRELESS PORTALS: Portals that are used solely for, and accessed solely through, Mobile Wireless Services. "DMA": Designated marketing area, as determined by Nielson Media Research and published in its Nielson Station Index Directory and Nielson Station Index US Television Household Estimates. "EQUIPMENT AND SOFTWARE": As defined in Section 2.6. "FCC": The Federal Communications Commission and any successor governmental authority. "FIELD OF USE": The provision in the Licensed Territory of Multi-Channel Video Services, Interactive Television Services, Consumer Platform Services, Ancillary Broadband Services, Audio/Video Content Services and Equipment and Software. "HIGH SPEED INTERNET SERVICES": The service of providing subscribers with use of "online services" at a digital signal rate of 128 kilobits per second or above. For purposes of this definition, "online services" means the services available over the 4

Internet. For avoidance of doubt, the "online services" themselves are not High Speed Internet Services. "HOME SECURITY SERVICES": The service of providing residential subscribers with fire alarm and burglar alarm services. "HYBRID SYSTEM": A hybrid transmission system that is for the provision of Multi-Channel Video Services and Interactive Television Services, or to other Licensed Services, (i) to the extent provided by the TWE Broadband Business in connection with other Licensed Services as of the Closing or (ii) a result of Licensee's expenditure of a significant amount of time and resources prior to Closing and which Licensee plans to introduce within three months after the Closing, to subscribers, which hybrid transmission system utilizes coaxial cable, fiber

Internet. For avoidance of doubt, the "online services" themselves are not High Speed Internet Services. "HOME SECURITY SERVICES": The service of providing residential subscribers with fire alarm and burglar alarm services. "HYBRID SYSTEM": A hybrid transmission system that is for the provision of Multi-Channel Video Services and Interactive Television Services, or to other Licensed Services, (i) to the extent provided by the TWE Broadband Business in connection with other Licensed Services as of the Closing or (ii) a result of Licensee's expenditure of a significant amount of time and resources prior to Closing and which Licensee plans to introduce within three months after the Closing, to subscribers, which hybrid transmission system utilizes coaxial cable, fiber optic cable, hybrid fiber coaxial cable or other cable later developed for one transmission link (the "Principal Link") with the subscribers and either: (a) a satellite link for the other transmission link; or (b) a return transmission link from a cable set-top box that utilizes a twisted pair telephone connection, provided, however, that such return transmission link is only used to communicate ancillary data in order to support a Licensed Service that is primarily provided utilizing the Principal Link. For avoidance of doubt, if such return transmission link (i.e., the twisted pair telephone connection) of a hybrid transmission system is the link that is primarily used to provide Telephone Services or any Internet related services, the system is not a Hybrid System. In each case, a Hybrid System only includes the system that is either (i) of substantially the same character and nature as that offered by the TWE Broadband Business as of the Closing; or (ii) a result of Licensee's expenditure of a significant amount of time and resources and which Licensee plans to introduce within three months after the Closing. "INDEMNIFIED PARTY": As defined in Section 9.3 of this Agreement. "INDEMNIFYING PARTY": As defined in Section 9.3 of this Agreement. "INTERACTIVE TELEVISION SERVICES": The provision of interactive services in connection with one or more video programming streams that are for display primarily on a television, which services support either: (a) subscriber-initiated choices or actions; or (b) the selective delivery, provisioning, authorization or enablement of programming, information (including information in HTML format), products or services to a subscriber based upon current or prior subscriberinitiated choices, actions, preferences or circumstances. 5

"LICENSED MARKS": shall mean the Licensed Master Marks, Licensed Ancillary Marks and Licensee Specific Marks as set forth below: 1. Licensed Master Marks: a. Licensor's representation of an eye and ear design as shown in Schedule 1 to this Agreement in connection with the use of the TIME WARNER CABLE Mark;
b. c. d. e. f. TIME WARNER CABLE; TW; TWC; TW CABLE; and Licensor's Trade Dress in connection with the use of the TIME WARNER CABLE Mark.

"LICENSED MARKS": shall mean the Licensed Master Marks, Licensed Ancillary Marks and Licensee Specific Marks as set forth below: 1. Licensed Master Marks: a. Licensor's representation of an eye and ear design as shown in Schedule 1 to this Agreement in connection with the use of the TIME WARNER CABLE Mark;
b. c. d. e. f. TIME WARNER CABLE; TW; TWC; TW CABLE; and Licensor's Trade Dress in connection with the use of the TIME WARNER CABLE Mark.

2.

Licensed Ancillary Marks: The Marks listed in Schedule 2 of this Agreement, as amended from time to time, and all common law Marks incorporating the Licensed Master Marks.

3

Licensee Specific Marks: The Marks listed in Schedule 3 of this Agreement.

"LICENSED SERVICES": The following services: (a) Multi-Channel Video Services provided over a Cable

System and/or a Hybrid System in the Licensed Territory; (b) Interactive Television Services provided over a Cable System and/or a Hybrid System in the Licensed Territory; (c) Consumer Platform Services provided over a Cable System, or to the extent applicable, a Hybrid System, in the Licensed Territory; (d) Ancillary Broadband Services provided in the Licensed Territory; and (e) Audio/Video Content Services provided in the Licensed Territory. 6

"LICENSED TERRITORY": The Licensed Territory shall be the United States and all territories and possessions thereof. "LICENSEE": As defined in the Preamble to this Agreement. "LICENSEE MARKS": All Marks which are adopted, used and owned by Licensee after the Closing in connection with the Licensed Services or Promotional Products. "LICENSOR": As defined in the Preamble to this Agreement. "MARK": Any name, brand, mark, trademark, service mark, sound mark, design, logo, trade dress, trade name, business name, slogan, domain name or other indicia of origin. "MARKETING MATERIALS": Any and all materials, whether written, oral, visual or in any other medium, used

"LICENSED TERRITORY": The Licensed Territory shall be the United States and all territories and possessions thereof. "LICENSEE": As defined in the Preamble to this Agreement. "LICENSEE MARKS": All Marks which are adopted, used and owned by Licensee after the Closing in connection with the Licensed Services or Promotional Products. "LICENSOR": As defined in the Preamble to this Agreement. "MARK": Any name, brand, mark, trademark, service mark, sound mark, design, logo, trade dress, trade name, business name, slogan, domain name or other indicia of origin. "MARKETING MATERIALS": Any and all materials, whether written, oral, visual or in any other medium, used by Licensee or its Authorized Dealers, Resellers, Value Added Resellers or Sublicensees to market, advertise or otherwise offer any Licensed Services under the Licensed Marks, including but not limited to Promotional Products. "MOBILE WIRELESS SERVICES": A non-private telecommunications service that provides wide-area communication of information, including voice, data, video or combinations thereof, over a bi-directional communication path that extends through the air from a base-station to a mobile-subscriber communication device, which base-station transmits and receives subscriber-addressed communications to and from more than one addressed subscriber and wherein the communication path is switched from one such base-station to another such base-station in response to movement of the addressed subscriber's mobile communication device. Mobile Wireless Services shall not include a private telecommunications connection within or around a residence or business that provides local-area communication of information at or around such residence or business. "MULTI-CHANNEL VIDEO SERVICES": The provision of multiple audio or video programming that is selectable by a subscriber, where such programming is provided by, or generally comparable to programming provided by, a television broadcast station, cable television network or aggregator of audio or video content for display or performance primarily on a television. "NETWORKING SERVICES": The services of (i) providing subscribers with connectivity between any two or more devices at a single location capable of storing, receiving, displaying or otherwise utilizing products or services offered by Licensee and (ii) planning, constructing and/or maintaining on behalf of third parties local and wide area networks for the transmission of data, in each case, that is either (x) of substantially the same character and nature as that offered by the TWE Broadband Business as of the Closing; or (y) a result of Licensee's expenditure of a significant amount of time and resources and which Licensee plans to introduce within three months after the Closing. 7

"PERSON": Any individual, corporation, partnership, firm, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, estate, incorporated or unincorporated organization, governmental or regulatory body, business unit, or other entity. "PORTAL": An Internet web site that serves as a gateway to the Internet and that includes one or more of the following features: a search engine; electronic mail; instant messaging; chat services; or web hosting. "PREPAID CONSUMER CALLING CARDS": Calling Cards which bear an access number and a unique security code to enable access to and use of a Cable System and which the Consumer purchases in advance a specific amount of calling time. "PREPAID CONSUMER CALLING CARD SERVICES": The provision of local or long distance voice telecommunications services to Consumers with Prepaid Consumer Calling Cards. "PROMOTIONAL PRODUCTS": Any goods or services which are used to advertise or promote any Licensed

"PERSON": Any individual, corporation, partnership, firm, joint venture, limited liability company, limited liability partnership, association, joint-stock company, trust, estate, incorporated or unincorporated organization, governmental or regulatory body, business unit, or other entity. "PORTAL": An Internet web site that serves as a gateway to the Internet and that includes one or more of the following features: a search engine; electronic mail; instant messaging; chat services; or web hosting. "PREPAID CONSUMER CALLING CARDS": Calling Cards which bear an access number and a unique security code to enable access to and use of a Cable System and which the Consumer purchases in advance a specific amount of calling time. "PREPAID CONSUMER CALLING CARD SERVICES": The provision of local or long distance voice telecommunications services to Consumers with Prepaid Consumer Calling Cards. "PROMOTIONAL PRODUCTS": Any goods or services which are used to advertise or promote any Licensed Services, such as t-shirts, golf balls, pens and the like, but not any products or services that, in Licensor's opinion acting in good faith, are not fairly characterized as being used for advertisement or promotion. "QUALITY CONTROL REPRESENTATIVES": Representatives of Licensor appointed in accordance with Article 5. "QUALITY STANDARDS": As defined in Section 5.2 of this Agreement. "REGULATORY AUTHORITY": Any regulatory, administrative or governmental entity, authority, agency, commission, tribunal or official, including without limitation, the FCC and the Export Licensing Office of the U.S. Department of Commerce. "RESELLER": Any Person other than Licensee that sells, distributes or leases Licensed Services from Licensee. "RESTRUCTURING AGREEMENT": The Restructuring Agreement, dated as of the date hereof, by and among AOL Time Warner Inc., a Delaware corporation, AT&T Corp., a New York corporation, and the other parties named therein. "ROAD RUNNER LICENSEES": As defined in that certain Brand License Agreement, dated as of the date hereof, by and between Holdco, a Delaware limited liability company and Licensee. "ROAD RUNNER MARKS AND COPYRIGHTS": The Licensed Marks and Licensed Copyright as such terms are defined in that certain Brand License Agreement, dated as of the date hereof, by and between Holdco, a Delaware limited liability company and Licensee. 8

"SERVICE BUNDLES": A single contract offered or supplied to a Person for multiple services or systems integration contracts. For avoidance of doubt, neither Licensee's offering of Multi-Channel Video Services, nor Licensee's offering of any two or more Licensed Services in a package shall itself constitute a Service Bundle hereunder. "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the Licensed Marks including, but not limited to, the size, color and appearance of the Licensed Marks as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement.

"SERVICE BUNDLES": A single contract offered or supplied to a Person for multiple services or systems integration contracts. For avoidance of doubt, neither Licensee's offering of Multi-Channel Video Services, nor Licensee's offering of any two or more Licensed Services in a package shall itself constitute a Service Bundle hereunder. "SIGNIFICANT BREACH BY LICENSEE": As defined in Section 4.2 of this Agreement. "STYLE GUIDELINES": The guidelines controlling certain aspects of the Licensed Marks including, but not limited to, the size, color and appearance of the Licensed Marks as set forth in the official Style Guide to be provided to Licensee on the Closing and periodically thereafter. "SUBLICENSEE": As defined in Section 3.7 of this Agreement. "SUBMITTED MATERIALS": As defined in Section 5.2 of this Agreement. "SUBSIDIARY": With respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other body performing similar functions are at any time directly or indirectly owned by such Person or, in the case of a Cable System, the right to direct the management or operation of such Cable System pursuant to a management agreement with a term of at least three years, for so long as such management agreement remains in effect; provided that, Licensee shall notify Licensor in writing immediately when it ceases management of any such Cable System. "SUCCESSOR": With respect to any party, any successor, transferee or assignee, including without limitation, any receiver, debtor in possession, trustee, conservator or similar Person with respect to such party or such party's assets. "TELEPHONE SERVICES": The provision to end users of Telephone Exchange Service, as that term is defined in the Telecommunications Act of 1934, as amended. Telephone Services shall include the ability to terminate a telephone call. "TRADE DRESS": The general image or appearance of the Licensed Marks and of the Licensed Services and Marketing Materials or Promotional Products and any packaging and labeling therefor, including without limitation, the combination of colors, designs, sizing configurations, publication formats and the like as set forth in the Style Guidelines and as such trade dress may be modified or replaced pursuant to Section 8.2 of this Agreement, and such other trade dress as may be added thereto or substituted therefor in accordance with Section 8.2. "TW LICENSEES": Those Persons and business units that are part of Licensor as of the Closing and any other Persons who are licensed under, or otherwise permitted to use, the Licensed Marks by Licensor. "TWE": As defined in the Preamble. 9

"TWE BROADBAND BUSINESS" has the meaning assigned to it in the TWE Distribution Agreement. "TWE DISTRIBUTION AGREEMENT": The Distribution Agreement, dated as of the date hereof by and between Time Warner Entertainment Company, L.P., a Delaware limited partnership, Warner Communications Inc., a Delaware corporation, and AOL Time Warner Inc., a Delaware corporation. "VALUE ADDED RESELLER": Any Person that combines Licensed Services with additional software, services or features and then sells, distributes or leases such combinations directly to end users. "VOICE-OVER IP SERVICES": The provision to end users of the ability to transmit voice communications over a data network using Internet Protocol technology. 2. GRANT OF LICENSE

"TWE BROADBAND BUSINESS" has the meaning assigned to it in the TWE Distribution Agreement. "TWE DISTRIBUTION AGREEMENT": The Distribution Agreement, dated as of the date hereof by and between Time Warner Entertainment Company, L.P., a Delaware limited partnership, Warner Communications Inc., a Delaware corporation, and AOL Time Warner Inc., a Delaware corporation. "VALUE ADDED RESELLER": Any Person that combines Licensed Services with additional software, services or features and then sells, distributes or leases such combinations directly to end users. "VOICE-OVER IP SERVICES": The provision to end users of the ability to transmit voice communications over a data network using Internet Protocol technology. 2. GRANT OF LICENSE Subject to the terms and conditions of this Agreement, Licensor makes the following royalty-free license grants: 2.1 Multi-Channel Video Services and Interactive Television Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards set forth in Article 5 to provide Multi-Channel Video Services and Interactive Television Services over Cable Systems and Hybrid Systems in the Licensed Territory. For avoidance of doubt, outside the Licensed Territory, Licensee has no right or license to use the Licensed Marks in connection with Multi-Channel Video Services, Interactive Television Services or any other products or services. Without limiting the effect of the preceding sentence in any way, Licensor retains the right to use, and license to any Person, the Licensed Marks for the provision of such services using DSL (digital subscriber line) technology in any territory. 2.2 Consumer Platform Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 to provide Consumer Platform Services over Cable Systems in the Licensed Territory. 2.3 Promotional Products. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 on Promotional Products in the Licensed Territory. 2.4 Ancillary Broadband Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 for Ancillary Broadband Services provided in the Licensed Territory. 10

2.5 Portals. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 on Portals that are used in connection with High Speed Internet Services provided in the Licensed Territory. 2.6 Equipment and Software. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 on equipment and software used in connection with the provision of Licensed Services in the Licensed Territory, other than the following: (a) Email devices; (b) Telephone answering devices; and (c) Personal digital assistants, but including cable set top boxes, cable modems and in-home networking equipment for connecting set top boxes or cable modems with other devices for service applications (the "Equipment and Software").

2.5 Portals. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 on Portals that are used in connection with High Speed Internet Services provided in the Licensed Territory. 2.6 Equipment and Software. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 on equipment and software used in connection with the provision of Licensed Services in the Licensed Territory, other than the following: (a) Email devices; (b) Telephone answering devices; and (c) Personal digital assistants, but including cable set top boxes, cable modems and in-home networking equipment for connecting set top boxes or cable modems with other devices for service applications (the "Equipment and Software"). 2.7 Audio/Video Content Services. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks in accordance with the Quality Standards as set forth in Article 5 to provide Audio/Video Content Services in the Licensed Territory. 2.8 Corporate Name. Licensor hereby grants to Licensee an exclusive, perpetual right and license to use the Licensed Marks as part of its corporate name to conduct the Licensed Services in the Licensed Territory in accordance with the Quality Standards set forth on Article 5 hereof. 2.9 Non-exclusive License. Licensor hereby grants to Licensee a non-exclusive right and license to use the Mark TIME WARNER COMMUNICATIONS in connection with the Licensed Services, in accordance with the Quality Standards as set forth in Article 5, only to the extent such Mark is used in connection with the Licensed Services as of the Closing. The license granted in this Section 2.9 shall terminate on December 31, 2003. 2.10 Transferability. Except as provided in Section 3.1 with respect to Resellers and Value Added Resellers, in Section 3.6 with respect to Authorized Dealers and in Section 3.7 with respect to Sublicensees, the licenses granted herein shall be non-transferable. 2.11 Request for License. If Licensee wishes to use the Licensed Marks on any goods or services other than Licensed Services and Promotional Products or on any goods or services or in any territory not expressly granted by this Agreement, it may request a grant of such license from Licensor. 11

2.12 Reservation of Rights. Except as expressly licensed in this Article 2, Licensee shall have no rights or license to use any of the Licensed Marks in connection with any products or services. To the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, such "exclusive" rights solely relate to the use of the Licensed Marks in connection with the specified provision of the Licensed Services or Promotional Products in the Licensed Territory. Except to the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, Licensor retains the sole and exclusive right to use and license others to use any Marks, including the Licensed Marks, for any purpose whatsoever. Licensee covenants and agrees that it will not use any of the Licensed Marks in connection with any products or services or in any territory that are not expressly licensed pursuant to the provisions of this Article 2 and any such unlicensed use by Licensee of the Licensed Marks shall be deemed a "Significant Breach by Licensee" under Section 4.2 of this Agreement unless cured pursuant to Section 4.2(a) of this Agreement. Without in any way limiting the foregoing, Licensee shall not use the Licensed Marks in connection with Dedicated Wireless Devices or Dedicated Wireless Portals. 3. RESTRICTIONS ON USE OF LICENSED MARKS

2.12 Reservation of Rights. Except as expressly licensed in this Article 2, Licensee shall have no rights or license to use any of the Licensed Marks in connection with any products or services. To the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, such "exclusive" rights solely relate to the use of the Licensed Marks in connection with the specified provision of the Licensed Services or Promotional Products in the Licensed Territory. Except to the extent Licensee has been granted "exclusive" rights pursuant to the provisions of this Article 2, Licensor retains the sole and exclusive right to use and license others to use any Marks, including the Licensed Marks, for any purpose whatsoever. Licensee covenants and agrees that it will not use any of the Licensed Marks in connection with any products or services or in any territory that are not expressly licensed pursuant to the provisions of this Article 2 and any such unlicensed use by Licensee of the Licensed Marks shall be deemed a "Significant Breach by Licensee" under Section 4.2 of this Agreement unless cured pursuant to Section 4.2(a) of this Agreement. Without in any way limiting the foregoing, Licensee shall not use the Licensed Marks in connection with Dedicated Wireless Devices or Dedicated Wireless Portals. 3. RESTRICTIONS ON USE OF LICENSED MARKS 3.1 Resellers. Licensee may permit Resellers and Value Added Resellers to use the Licensed Marks on a nonexclusive basis and solely in connection with Licensed Services obtained from Licensee; provided, however, that any such use shall be in accordance with the terms of this Agreement, including the Quality Standards set forth in Article 5, and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Reseller or Value Added Reseller may use any Licensed Marks in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks by a Reseller or Value Added Reseller in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.2 Use of Licensed Marks with Licensee Marks. Any use by Licensee of Licensee Marks in conjunction with Licensed Marks must comply with all other terms of this Agreement, including without limitation, the Quality Standards set forth in Article 5. 3.3 Bundling. Licensee may use Licensed Marks in connection with Service Bundles in accordance with the Quality Standards set forth in Article 5 on a non-exclusive basis if: a. The Service Bundle is predominantly built around a Licensed Service or is provided in conjunction with an Affiliate of Licensor; and b. Licensee is in compliance with its material obligations under any supply agreement with Licensor or a TW Licensee or, in the case of High Speed Internet Services, a ROAD RUNNER Licensee, for 12

all elements that are included in the Service Bundle, if any such agreement is in place. 3.4 Co-Marketing. a. Licensor shall have the right, upon its request, to review and approve (which approval shall not be unreasonably withheld) Licensee's use of the Licensed Marks in Co-Marketing and to request representative copies of materials created in connection with Co-Marketing. b. Any use of the Licensed Marks in connection with Co-Marketing shall comply with the Quality Standards set forth in Article 5 and Licensor's Co-Marketing Guidelines, as in effect from time to time. 3.5 General Purpose Credit Cards. Licensee may not permit Licensed Marks to be used on or in connection with any consumer general credit card. 3.6 Dealers. Licensee may grant Authorized Dealers limited permission to use the Licensed Marks on a nonexclusive basis and solely in connection with the provision of Licensed Services obtained from Licensee; provided, however, that any such use shall be in accordance with the terms of this Agreement including the

all elements that are included in the Service Bundle, if any such agreement is in place. 3.4 Co-Marketing. a. Licensor shall have the right, upon its request, to review and approve (which approval shall not be unreasonably withheld) Licensee's use of the Licensed Marks in Co-Marketing and to request representative copies of materials created in connection with Co-Marketing. b. Any use of the Licensed Marks in connection with Co-Marketing shall comply with the Quality Standards set forth in Article 5 and Licensor's Co-Marketing Guidelines, as in effect from time to time. 3.5 General Purpose Credit Cards. Licensee may not permit Licensed Marks to be used on or in connection with any consumer general credit card. 3.6 Dealers. Licensee may grant Authorized Dealers limited permission to use the Licensed Marks on a nonexclusive basis and solely in connection with the provision of Licensed Services obtained from Licensee; provided, however, that any such use shall be in accordance with the terms of this Agreement including the Quality Standards set forth in Article 5 of this Agreement and as set forth in the Style Guidelines and such use shall only be in the same Field of Use as Licensee. For avoidance of doubt, no Authorized Dealer may use any Licensed Marks in any manner that would violate this Agreement if performed by Licensee and any use of Licensed Marks by an Authorized Dealer in such manner shall be deemed use by Licensee in violation of the relevant provision(s) of this Agreement. 3.7 Sublicenses. Notwithstanding anything to the contrary herein, Licensee shall have the right to grant sublicenses to use the Licensed Marks for Licensed Services or Promotional Products to its Subsidiaries (a "Sublicensee"); provided, however, that any such use shall be in accordance with the terms of this Agreement including the Quality Standards set forth in Article 5 and that the sublicense granted to such Person shall only be effective for so long as such Person remains a Subsidiary of Licensee. Except as otherwise expressly provided in this Article 3, Licensee shall have no right to sublicense the Licensed Marks. 4. TERM AND TERMINATION 4.1 Term. This Agreement shall remain in effect unless terminated in accordance with the provisions hereof. 4.2 Termination. Notwithstanding the foregoing, Licensor shall have the right, subject to Section 4.3 below, to terminate this Agreement without prejudice to any rights which it may have, whether pursuant to this Agreement, or in law or equity or otherwise, upon the occurrence of a Significant Breach by Licensee. A "Significant 13

Breach by Licensee" shall mean, after exhaustion of any applicable cure periods set forth in this Agreement, any one or more of the following events: a. Any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee uses the Licensed Marks in a manner which fails to comply in all material respects with the provisions of this Agreement, and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or b. Any use of the Licensed Marks by any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply in all material respects with the Quality Standards set forth in Article 5 and continues for more than sixty (60) days after written notice thereof has been given to Licensee in accordance with Section 6.1; or c. Licensee fails to provide performance data and representative samples of Marketing Materials to Licensor's Quality Control Representative for the purposes permitted hereunder pursuant to the provisions of Section 5.3 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or d. Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any

Breach by Licensee" shall mean, after exhaustion of any applicable cure periods set forth in this Agreement, any one or more of the following events: a. Any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee uses the Licensed Marks in a manner which fails to comply in all material respects with the provisions of this Agreement, and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or b. Any use of the Licensed Marks by any of Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply in all material respects with the Quality Standards set forth in Article 5 and continues for more than sixty (60) days after written notice thereof has been given to Licensee in accordance with Section 6.1; or c. Licensee fails to provide performance data and representative samples of Marketing Materials to Licensor's Quality Control Representative for the purposes permitted hereunder pursuant to the provisions of Section 5.3 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or d. Licensee, an Authorized Dealer, Reseller, Value Added Reseller or any Sublicensee fails to comply with any material laws, regulations or industry standards, or any governmental agency, Regulatory Authority or other body, office or official vested with appropriate authority finds that the services or products being offered under the Licensed Marks are being provided in contravention of material, applicable laws, regulations or standards and fails to cure such breach within sixty (60) days of receipt of written notice of such breach or such date as is set by the relevant Regulatory Authority, whichever is earlier; or e. Licensee fails to deliver to Licensor or to maintain in full force and effect the insurance referred to in Section 9.4 hereof and fails to cure such breach within sixty (60) days of receipt of written notice of such breach; or f. Licensee shall be unable to pay its debts in the ordinary course of business or when they become due, or shall file for Bankruptcy; or g. Any other material breach of this Agreement by Licensee its Authorized Dealers, Resellers, Value Added Resellers or any Sublicensee which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee, except as may otherwise be provided in Section 6.1; or 14

h. A Change of Control shall have occurred with respect to Licensee; or i. Licensee's breach of Section 12.1, which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee and which breach Licensor reasonably determines has a material adverse effect on Licensor or the Licensed Marks; or j. Licensee shall materially breach any other agreement in effect between Licensee on the one hand and Licensor on the other and Licensor reasonably determines that such breach has a material adverse effect on the relationship between Licensee and Licensor that is not reasonably capable of being cured. 4.3 Notice of Termination. In the event any "Significant Breach by Licensee" occurs, Licensor may give notice of termination in writing to Licensee, whereupon this Agreement shall immediately terminate. 4.4 Effect of Termination. In the event this Agreement is terminated pursuant to this Article, Licensee shall, and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to (i) immediately cease use of the Licensed Marks licensed pursuant to Sections 2.1 - 2.7 hereof upon the effective date of such termination or expiration and (ii) cease all further use of the Licensed Marks licensed pursuant to Section 2.8 hereof as part of its corporate name within thirty (30) days of such termination. Immediately following the termination of this Agreement, Licensee shall return to Licensor, or certify in writing that it has destroyed, all Marketing Materials, Promotional Products and all other materials and tangible property bearing the Licensed Marks.

h. A Change of Control shall have occurred with respect to Licensee; or i. Licensee's breach of Section 12.1, which breach continues for more than sixty (60) days after written notice thereof has been given to Licensee and which breach Licensor reasonably determines has a material adverse effect on Licensor or the Licensed Marks; or j. Licensee shall materially breach any other agreement in effect between Licensee on the one hand and Licensor on the other and Licensor reasonably determines that such breach has a material adverse effect on the relationship between Licensee and Licensor that is not reasonably capable of being cured. 4.3 Notice of Termination. In the event any "Significant Breach by Licensee" occurs, Licensor may give notice of termination in writing to Licensee, whereupon this Agreement shall immediately terminate. 4.4 Effect of Termination. In the event this Agreement is terminated pursuant to this Article, Licensee shall, and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to (i) immediately cease use of the Licensed Marks licensed pursuant to Sections 2.1 - 2.7 hereof upon the effective date of such termination or expiration and (ii) cease all further use of the Licensed Marks licensed pursuant to Section 2.8 hereof as part of its corporate name within thirty (30) days of such termination. Immediately following the termination of this Agreement, Licensee shall return to Licensor, or certify in writing that it has destroyed, all Marketing Materials, Promotional Products and all other materials and tangible property bearing the Licensed Marks. 4.5 Other Rights Unaffected. It is understood and agreed that termination of this Agreement by Licensor on any ground shall be without prejudice to any other remedies at law or equity or otherwise which Licensor may have. 4.6 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section 365 (n) of the United States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code (or any successor provision) is applicable, and the trustee or debtor-in-possession has rejected this Agreement and if the Licensee has elected pursuant to Section 365(n) to retain its rights hereunder, then upon written request of Licensee, to the extent Licensee is otherwise entitled hereunder, the trustee or debtor-in-possession shall provide to Licensee any intellectual property (including embodiments thereof) held or controlled by the trustee or debtorin-possession. 5. QUALITY CONTROL 5.1 General. Licensee acknowledges that the provision of Licensed Services and Promotional Products under the Licensed Marks pursuant to the terms of this 15

Agreement must be of sufficiently high quality as to protect the Licensed Marks and the goodwill they symbolize. Licensee further acknowledges that the maintenance of high quality services is of the essence in this Agreement, as is the use of the Licensed Marks in connection therewith. In order to preserve the inherent value of the Licensed Marks, Licensee agrees to use its reasonable efforts to ensure that the services and activities to be marketed, promoted, offered and provided by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees under the Licensed Marks pursuant to this Agreement shall be of a quality and nature comparable to the products, services and activities provided by Licensor, itself or through its Affiliates, as of the date of this Agreement. Licensee further agrees that it will utilize only Marketing Materials which do not disparage or place in disrepute Licensor, its businesses or its business reputation, and do not adversely affect or detract from Licensor's goodwill or the goodwill appurtenant to the Licensed Marks and will use the Licensed Marks in ways which will not adversely affect Licensor's business reputation and goodwill. 5.2 Quality Standards. Licensee agrees to comply and maintain compliance with the Quality Standards, specifications and rights of approval of Licensor with respect to any and all usage of the Licensed Marks on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all usage of the Licensed Marks by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall comply with the following standards, specifications and rights of approval (the

Agreement must be of sufficiently high quality as to protect the Licensed Marks and the goodwill they symbolize. Licensee further acknowledges that the maintenance of high quality services is of the essence in this Agreement, as is the use of the Licensed Marks in connection therewith. In order to preserve the inherent value of the Licensed Marks, Licensee agrees to use its reasonable efforts to ensure that the services and activities to be marketed, promoted, offered and provided by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees under the Licensed Marks pursuant to this Agreement shall be of a quality and nature comparable to the products, services and activities provided by Licensor, itself or through its Affiliates, as of the date of this Agreement. Licensee further agrees that it will utilize only Marketing Materials which do not disparage or place in disrepute Licensor, its businesses or its business reputation, and do not adversely affect or detract from Licensor's goodwill or the goodwill appurtenant to the Licensed Marks and will use the Licensed Marks in ways which will not adversely affect Licensor's business reputation and goodwill. 5.2 Quality Standards. Licensee agrees to comply and maintain compliance with the Quality Standards, specifications and rights of approval of Licensor with respect to any and all usage of the Licensed Marks on or in relation to the Licensed Services, Portals, Marketing Materials and Promotional Products throughout the Term. To that end, any and all usage of the Licensed Marks by Licensee, Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall comply with the following standards, specifications and rights of approval (the "Quality Standards"): a. Licensee shall use the Licensed Marks only in a style and manner commensurate with the current standards and reputation for quality associated with the Licensed Marks and only in the style and manner that has been expressly approved in advance by Licensor as provided herein. Such approval is designed to protect the Licensed Mark and Licensor's rights therein and will not be unreasonably withheld, it being understood and agreed that it shall not be unreasonable for Licensor to disapprove if Licensor believes in good faith that such disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith; b. At Licensor's reasonable request, Licensee shall submit to Licensor for prior written approval prototypes of products and materials, including, but not limited to, Marketing Materials and Promotional Products and any packaging and labeling therefor bearing the Licensed Marks (the "Submitted Materials"), such approval not to be unreasonably withheld, it being understood and agreed that it shall not be unreasonable for Licensor to disapprove any Submitted Material if Licensor believes in good faith that such disapproval is appropriate to preserve the Licensed Marks or the goodwill associated therewith. Licensor shall provide its approval or disapproval within a reasonable time after Licensor receives such Submitted Materials. In the event that Licensor disapproves any of the submissions, Licensee shall make modifications 16

consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Material, Licensee may use such Submitted Material in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not make any material change to the Submitted Materials as approved by Licensor without Licensor's prior written approval; c. The provisions of Section 7.4 of this Agreement; and d. All quality, style and image standards for use of the Licensed Marks delivered by Licensor to Licensee, including the style guide located at http://portfolio.e-zone.com/twc/html/styleguide /index.html, and the CoMarketing Guidelines, Usage Guidelines and Trade Dress Guidelines set forth therein, however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the event of any conflict. Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks. 5.3 Quality Service Reviews. a. Licensee agrees to collect, maintain and furnish to the Quality Control Representatives all performance data

consistent with those specified by Licensor and shall resubmit the relevant materials to Licensor for approval. Provided Licensor has given approval of the style(s) and general use(s) of any Submitted Material, Licensee may use such Submitted Material in those styles and for such purposes, without material change, subject to periodic review by Licensor at Licensor's request. Licensee shall not make any material change to the Submitted Materials as approved by Licensor without Licensor's prior written approval; c. The provisions of Section 7.4 of this Agreement; and d. All quality, style and image standards for use of the Licensed Marks delivered by Licensor to Licensee, including the style guide located at http://portfolio.e-zone.com/twc/html/styleguide /index.html, and the CoMarketing Guidelines, Usage Guidelines and Trade Dress Guidelines set forth therein, however, it being understood and agreed that any written instructions delivered from Licensor to Licensee shall take priority over such style guide in the event of any conflict. Licensee acknowledges that the Quality Standards may be modified from time to time as may be necessary to continue to protect and preserve the image, reputation and goodwill attached to the Licensed Marks. 5.3 Quality Service Reviews. a. Licensee agrees to collect, maintain and furnish to the Quality Control Representatives all performance data relating to the Licensed Services reasonably requested by the Quality Control Representatives and representative samples of Marketing Materials that are marketed or provided under the Licensed Marks to assure conformance of the Licensed Services and the Marketing Materials with the Quality Standards. At Licensor's reasonable request, Licensee shall send copies to Licensor of performance data relating to technical performance or conformance of the Licensed Services as previously provided by Licensee. Any such data provided to Licensor shall be treated confidentially in accordance with Article 17. b. Licensor may independently, at its own cost, conduct continuous customer satisfaction and other surveys to determine if Licensee is meeting the Quality Standards in connection with its use of the Licensed Marks in the Licensed Services. Licensee shall cooperate, at Licensor's expense, with Licensor fully in the distribution and conduct of such surveys, and otherwise as may be reasonably necessary to verify Licensee's compliance with the Quality Standards, so long as such cooperation shall not 17

unreasonably interfere with the conduct of Licensee's business. If Licensor learns that Licensee is not complying with the Quality Standards in any material respect, it shall notify Licensee and the provisions of Article 6 shall apply to such non-compliance. c. If Licensee learns that it is not complying with the Quality Standards in any material respect, it shall notify Licensor, and the provisions of Article 6 shall apply to such non-compliance. 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees. Licensee shall provide to Licensor within ten (10) days after the expiration of each calendar year a list of all Sublicensees and a list of all material Authorized Dealers, Resellers and Value Added Resellers. Licensor shall have the right, exercisable in its reasonable discretion, to give Licensee notice requiring Licensee to terminate any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee that Licensor reasonably believes is not in compliance with the Quality Standards (after notice of such non-compliance and a reasonable opportunity to cure has been granted to such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee) effective no later than thirty (30) days from the date such notice is given by Licensor to Licensee. All Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall be bound by the Quality Standards and by Licensee's obligations under this Agreement. A breach by any such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed a breach of this Agreement by Licensee; provided that, Licensee's termination of such breaching Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure any such breach. 6. REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS

unreasonably interfere with the conduct of Licensee's business. If Licensor learns that Licensee is not complying with the Quality Standards in any material respect, it shall notify Licensee and the provisions of Article 6 shall apply to such non-compliance. c. If Licensee learns that it is not complying with the Quality Standards in any material respect, it shall notify Licensor, and the provisions of Article 6 shall apply to such non-compliance. 5.4 Authorized Dealers, Resellers, Value Added Resellers and Sublicensees. Licensee shall provide to Licensor within ten (10) days after the expiration of each calendar year a list of all Sublicensees and a list of all material Authorized Dealers, Resellers and Value Added Resellers. Licensor shall have the right, exercisable in its reasonable discretion, to give Licensee notice requiring Licensee to terminate any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee that Licensor reasonably believes is not in compliance with the Quality Standards (after notice of such non-compliance and a reasonable opportunity to cure has been granted to such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee) effective no later than thirty (30) days from the date such notice is given by Licensor to Licensee. All Authorized Dealers, Resellers, Value Added Resellers and Sublicensees shall be bound by the Quality Standards and by Licensee's obligations under this Agreement. A breach by any such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of this Agreement shall be deemed a breach of this Agreement by Licensee; provided that, Licensee's termination of such breaching Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure any such breach. 6. REMEDIES FOR NON-COMPLIANCE WITH QUALITY STANDARDS 6.1 Non-compliance with Quality Standards and Cure. a. If Licensor becomes aware that Licensee or its Authorized Dealers, Resellers, Value Added Resellers or Sublicensees, are not complying with any Quality Standards in any material respect, Licensor shall notify Licensee in writing of such non-compliance, setting forth, in reasonable detail, a description of the non-compliance and, to the extent such information is available, any suggestions for curing such non-compliance. Licensee shall cure such non-compliance as soon as is practicable but in any event within sixty (60) days thereafter. In the event that the non-compliance with the Quality Standards is being caused by an Authorized Dealer, Reseller, Value Added Reseller or Sublicensee, Licensee's termination of such Authorized Dealer, Reseller, Value Added Reseller or Sublicensee shall be deemed to cure such non-compliance. b. If such non-compliance with the Quality Standards continues beyond the applicable cure periods described above, Licensee 18

shall: (i) and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to, immediately cease any Licensed Services and Promotional Products using the Licensed Marks in the DMA in which it is in non-compliance until it is in compliance with the Quality Standards, subject to the provisions below; and (ii) be deemed to be in breach of this Agreement. c. The waiver by Licensor of a single event of non-compliance or a succession of events shall not deprive Licensor of any rights under this Agreement arising by reason of any subsequent event of non-compliance. 6.2 Potential Injury to Persons or Property. Notwithstanding the provisions of Section 6.1, in the event that Licensor reasonably determines that any non-compliance creates a material threat of personal injury or injury to property of any third party, upon notice thereof by Licensor to Licensee, Licensee shall cure such noncompliance as soon as practicable but in any event within sixty (60) days after receiving such notice. If the noncompliance continues beyond such cure period, Licensee shall (and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to) either cease using the Licensed Marks in connection with any Licensed Services and Promotional Products in the DMA in which it is not in compliance until it is in compliance with the Quality Standards, subject to the provisions of Section 6.3 below, or be deemed to be in breach of this Agreement. 6.3 Licensor's Rights to License Others. In addition to the rights granted to Licensor pursuant to Article 4, "Term

shall: (i) and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to, immediately cease any Licensed Services and Promotional Products using the Licensed Marks in the DMA in which it is in non-compliance until it is in compliance with the Quality Standards, subject to the provisions below; and (ii) be deemed to be in breach of this Agreement. c. The waiver by Licensor of a single event of non-compliance or a succession of events shall not deprive Licensor of any rights under this Agreement arising by reason of any subsequent event of non-compliance. 6.2 Potential Injury to Persons or Property. Notwithstanding the provisions of Section 6.1, in the event that Licensor reasonably determines that any non-compliance creates a material threat of personal injury or injury to property of any third party, upon notice thereof by Licensor to Licensee, Licensee shall cure such noncompliance as soon as practicable but in any event within sixty (60) days after receiving such notice. If the noncompliance continues beyond such cure period, Licensee shall (and shall cause its Authorized Dealers, Resellers, Value Added Resellers and Sublicensees to) either cease using the Licensed Marks in connection with any Licensed Services and Promotional Products in the DMA in which it is not in compliance until it is in compliance with the Quality Standards, subject to the provisions of Section 6.3 below, or be deemed to be in breach of this Agreement. 6.3 Licensor's Rights to License Others. In addition to the rights granted to Licensor pursuant to Article 4, "Term and Termination," in the event that Licensee is required to cease offering or providing any Licensed Services or Promotional Products using Licensed Marks in a DMA by reason of its failure to comply with the Quality Standards and to cure such failure within the applicable cure periods, Licensor may immediately terminate Licensee's rights under this Agreement with respect to such DMA and may license other Persons to use the Licensed Marks in connection with the Licensed Services and Promotional Products, even though the license granted was an exclusive license in that DMA. 7. PROTECTION OF LICENSED MARKS 7.1 Ownership and Rights to the Licensed Marks. a. Licensee acknowledges the great value of the goodwill associated with the Licensed Marks, and acknowledges that the Licensed Marks and all the rights therein, and goodwill attached thereto, belong exclusively to Licensor. b. Licensee will not, at any time, disparage, dilute or adversely affect the validity of the Licensed Marks or take any action, or otherwise suffer to be done any act or thing which may at any time, in any way materially adversely affect any rights of Licensor in and to the 19

Licensed Marks, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Licensed Marks or detract from their reputation. c. Licensee agrees that any and all goodwill and other rights that may be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor. Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title or interest in or to the Licensed Marks, or any of Licensor's other Marks, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use the Licensed Marks only as specifically and expressly provided herein. Licensee further acknowledges that it will not obtain any ownership interest in the Licensed Marks or any other right or entitlement to continued use of them, regardless of how long this Agreement remains in effect and regardless of any reason or lack of reason for the termination thereof by Licensor; provided that, by making this acknowledgment Licensee is not waiving, and does not intend to waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. d. Licensee shall not (i) attack Licensor's title or right in and to the Licensed Marks as they relate to the Licensed Services in any jurisdiction or attack the validity of this license or the Licensed Marks or (ii) contest the fact that Licensee's rights under this Agreement cease upon termination of this Agreement. The provisions of this Section

Licensed Marks, or any registrations thereof or which, directly or indirectly, may materially reduce the value of the Licensed Marks or detract from their reputation. c. Licensee agrees that any and all goodwill and other rights that may be acquired by the use of the Licensed Marks by Licensee shall inure to the sole benefit of Licensor. Nothing contained in this Agreement shall be construed as an assignment or grant to Licensee of any right, title or interest in or to the Licensed Marks, or any of Licensor's other Marks, it being understood that all rights relating thereto are reserved by Licensor, except for the license hereunder to Licensee of the right to use the Licensed Marks only as specifically and expressly provided herein. Licensee further acknowledges that it will not obtain any ownership interest in the Licensed Marks or any other right or entitlement to continued use of them, regardless of how long this Agreement remains in effect and regardless of any reason or lack of reason for the termination thereof by Licensor; provided that, by making this acknowledgment Licensee is not waiving, and does not intend to waive, any contractual rights hereunder or its remedies upon a breach hereof by Licensor. d. Licensee shall not (i) attack Licensor's title or right in and to the Licensed Marks as they relate to the Licensed Services in any jurisdiction or attack the validity of this license or the Licensed Marks or (ii) contest the fact that Licensee's rights under this Agreement cease upon termination of this Agreement. The provisions of this Section 7.1 shall survive the termination of this Agreement. e. Licensee will not grant or attempt to grant a security interest in the Licensed Marks or this Agreement, or to record any security interest in the United States Patent and Trademark Office or elsewhere, against any trademark application or registration belonging to Licensor. f. Licensee shall, at Licensor's expense, cooperate fully and in good faith with Licensor for the purpose of securing, preserving and protecting Licensor's rights in and to the Licensed Marks. At the request of Licensor, and at Licensor's expense, Licensee shall execute and deliver to Licensor any and all documents and do all other reasonable acts and things which Licensor deems necessary or appropriate to make fully effective or to implement the provisions of this Agreement relating to the ownership, registration, maintenance or renewal of the Licensed Marks. For purposes of this Agreement, Licensee and any Sublicensees shall 20

be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq. g. The parties acknowledge and agree that the protection of the Licensed Marks and the goodwill attached thereto are material provisions of this Agreement. 7.2 Similar Marks. Licensee agrees not to register in any country any Mark which resembles or is confusingly similar to the Licensed Marks, or which dilutes the Licensed Marks, and, except as provided for herein, not to use the Licensed Marks, or any independently protectible part of any such Marks, as part of its corporate name (unless otherwise agreed by Licensor), nor use (except in accordance with Article 8) any Mark which could reasonably be deemed to be confusingly similar, deceptive or (except in accordance with Article 8) misleading with respect to the Licensed Marks, or which could reasonably be deemed to dilute the Licensed Marks. If any application for registration is, or has been filed in any country by Licensee which relates to any Mark which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks, or which dilutes the Licensed Marks, Licensee shall, at Licensor's sole discretion, immediately abandon any such application or registration or, at Licensor's election, assign it (free and clear of any liens and encumbrances, and for consideration of $1.00, the adequacy and sufficiency of which is hereby acknowledged by Licensor) to Licensor. If Licensee uses any Mark which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks, or which dilutes the Licensed Marks, or if Licensee uses the Licensed Marks in connection with any product, or any service or in any territory not specifically authorized hereunder, Licensee shall, immediately upon receiving a written request from Licensor, permanently cease such use. 7.3 Infringement. In the event that either party learns of any infringement or threatened infringement of the

be considered a "related company" under the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq. g. The parties acknowledge and agree that the protection of the Licensed Marks and the goodwill attached thereto are material provisions of this Agreement. 7.2 Similar Marks. Licensee agrees not to register in any country any Mark which resembles or is confusingly similar to the Licensed Marks, or which dilutes the Licensed Marks, and, except as provided for herein, not to use the Licensed Marks, or any independently protectible part of any such Marks, as part of its corporate name (unless otherwise agreed by Licensor), nor use (except in accordance with Article 8) any Mark which could reasonably be deemed to be confusingly similar, deceptive or (except in accordance with Article 8) misleading with respect to the Licensed Marks, or which could reasonably be deemed to dilute the Licensed Marks. If any application for registration is, or has been filed in any country by Licensee which relates to any Mark which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks, or which dilutes the Licensed Marks, Licensee shall, at Licensor's sole discretion, immediately abandon any such application or registration or, at Licensor's election, assign it (free and clear of any liens and encumbrances, and for consideration of $1.00, the adequacy and sufficiency of which is hereby acknowledged by Licensor) to Licensor. If Licensee uses any Mark which, in Licensor's reasonable opinion, is confusingly similar, deceptive or misleading with respect to the Licensed Marks, or which dilutes the Licensed Marks, or if Licensee uses the Licensed Marks in connection with any product, or any service or in any territory not specifically authorized hereunder, Licensee shall, immediately upon receiving a written request from Licensor, permanently cease such use. 7.3 Infringement. In the event that either party learns of any infringement or threatened infringement of the Licensed Marks, or any unfair competition, passing-off or dilution with respect to the Licensed Marks (each such event, an "Infringement"), such party shall promptly notify the other party or its authorized representative giving particulars thereof, and Licensee shall provide necessary information and reasonable assistance, at Licensor's expense, to Licensor or its authorized representatives in the event that Licensor decides that proceedings should be commenced. Licensor shall have exclusive control of any litigation, opposition, cancellation or other legal proceedings relating to an alleged Infringement. The decision whether to bring, maintain or settle any such proceedings shall be at the exclusive option and expense of Licensor, and all recoveries shall belong exclusively to Licensor. Licensee shall not take any action to enforce, protect or defend the Licensed Marks without the prior written consent of Licensor's General Counsel. Licensee will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name but, at Licensor's request, agrees to be joined as a party in any action taken by Licensor to enforce its rights in the Licensed Marks; provided that, Licensor shall reimburse Licensee for all reasonable out-of-pocket costs and expenses incurred by Licensee, its Affiliates and authorized representatives (and their respective directors, officers, stockholder, employees and agents) in connection with their participation in such action. Nothing in this Agreement 21

shall require, or be deemed to require Licensor to enforce the Licensed Marks against others. Licensor shall keep all monies derived from litigation or legal proceeding or from settlement of Infringement. 7.4 Compliance with Legal Requirements. a. In the performance of this Agreement, Licensee shall comply in all material respects with all applicable laws and regulations and administrative orders, including those laws and regulations particularly pertaining to the proper use and designation of Marks in the Licensed Territory. b. Licensee shall duly display those reasonable legal notices as shall be provided by Licensor, such as the symbols (R), "TM" or "SM". In no circumstances shall such notices be altered or omitted without the express prior written consent of Licensor. c. Should Licensee be or become aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, Licensee shall promptly notify Licensor of such inconsistency. In such event,

shall require, or be deemed to require Licensor to enforce the Licensed Marks against others. Licensor shall keep all monies derived from litigation or legal proceeding or from settlement of Infringement. 7.4 Compliance with Legal Requirements. a. In the performance of this Agreement, Licensee shall comply in all material respects with all applicable laws and regulations and administrative orders, including those laws and regulations particularly pertaining to the proper use and designation of Marks in the Licensed Territory. b. Licensee shall duly display those reasonable legal notices as shall be provided by Licensor, such as the symbols (R), "TM" or "SM". In no circumstances shall such notices be altered or omitted without the express prior written consent of Licensor. c. Should Licensee be or become aware of any applicable laws or regulations which are inconsistent with the provisions of this Agreement, Licensee shall promptly notify Licensor of such inconsistency. In such event, Licensor may, at its option, either waive the performance of such inconsistent provisions, or negotiate with Licensee to make changes in such provisions to comply with applicable laws and regulations, it being understood that the parties intend that any such changes shall preserve to the extent reasonably practicable the parties' respective benefits under this Agreement. 8. USE OF LICENSED MARKS AND OTHER MARKS 8.1 Licensee Marks. Licensee shall have the right from time to time to create and use its own Marks, which may be used together with the Licensed Marks, in connection with products or services with respect to which any of the Licensed Marks are used; provided that, said use is in conformance with the Quality Standards set forth in Article 5; and provided further that, upon request, Licensor shall have the right to review and approve Licensee's use of such Marks (which approval shall not be unreasonably withheld). For the avoidance of doubt, Licensor's approval of such Mark shall not be deemed to be a statement by Licensor as to the availability or strength of such Mark. Licensee shall have sole responsibility over the availability and strength of the Mark. Unless, in the exercise of Licensor's sole discretion acting in good faith, Licensor shall determine that a Mark that Licensee proposes to use would disparage, tarnish, dilute or potentially cause confusion with respect to any Licensed Marks or is not in conformance with Licensor's Quality Standards set forth in Article 5 or otherwise would have a detrimental effect on the Licensed Marks, Licensor will approve Licensee's use of such proposed Mark. Licensor shall approve or disapprove any Marks proposed to be used by Licensee within a reasonable time of its receipt of a written request for such approval. Licensee shall not file or prosecute a trademark application to register any Mark which 22

consists of or incorporates the Licensed Marks or any material element thereof or any Marks confusingly similar thereto. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensee Marks so as to form a new Mark. 8.2 Modification of Licensed Marks. In the event Licensor modifies or replaces any of the Licensed Marks as they are used in any portion of Licensor's business, and if Licensor requests Licensee to adopt and use any such modified or replaced Licensed Marks, Licensee will adopt and use such modified or replaced Licensed Marks and, in such event, such modified or replaced Licensed Marks shall be considered the Licensed Marks contemplated by this Agreement; provided that, in such event, Licensee shall be granted a 180-day period during which to phase-out its use of the superseded forms of the Licensed Marks, as applicable, and during such 180day period Licensee shall have the right to use its existing inventory of Marketing Materials bearing the superseded forms of the Licensed Marks, as applicable. 8.3 Third Party Marks. Licensee shall have the right from time to time to use Marks owned by third parties ("Third Party Marks") in conjunction with the Licensed Marks, in connection with products or services with respect to which Licensed Marks are used; provided that, (i) Licensee obtains consent from the relevant third party to use such Third Party Marks; and (ii) use of the Licensed Marks in conjunction with such Third Party Marks shall be in conformance with the Licensor's Quality Standards set forth in Article 5; provided that, upon request, Licensor shall have the right to review and approve Licensee's uses of such Third Party Marks. Under

consists of or incorporates the Licensed Marks or any material element thereof or any Marks confusingly similar thereto. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Licensee Marks so as to form a new Mark. 8.2 Modification of Licensed Marks. In the event Licensor modifies or replaces any of the Licensed Marks as they are used in any portion of Licensor's business, and if Licensor requests Licensee to adopt and use any such modified or replaced Licensed Marks, Licensee will adopt and use such modified or replaced Licensed Marks and, in such event, such modified or replaced Licensed Marks shall be considered the Licensed Marks contemplated by this Agreement; provided that, in such event, Licensee shall be granted a 180-day period during which to phase-out its use of the superseded forms of the Licensed Marks, as applicable, and during such 180day period Licensee shall have the right to use its existing inventory of Marketing Materials bearing the superseded forms of the Licensed Marks, as applicable. 8.3 Third Party Marks. Licensee shall have the right from time to time to use Marks owned by third parties ("Third Party Marks") in conjunction with the Licensed Marks, in connection with products or services with respect to which Licensed Marks are used; provided that, (i) Licensee obtains consent from the relevant third party to use such Third Party Marks; and (ii) use of the Licensed Marks in conjunction with such Third Party Marks shall be in conformance with the Licensor's Quality Standards set forth in Article 5; provided that, upon request, Licensor shall have the right to review and approve Licensee's uses of such Third Party Marks. Under no circumstances shall Licensee be permitted to join the Licensed Marks with any Third Party Marks so as to form a new Mark. Notwithstanding the foregoing, Licensee shall be permitted to use the Road Runner Marks and Copyrights in conjunction with the Licensed Marks in conformance with the Quality Standards set forth in Article 5. 8.4 Internet Domain Names. a. Licensee shall provide to Licensor within ten (10) days after the expiration of each calendar year, a list of all domain names using any of the Licensed Marks or any confusingly similar mark. Any domain name consisting of or incorporating the Licensed Marks or any material element thereof shall be owned and maintained exclusively by Licensor, provided that, Licensee shall be solely responsible for any registration and renewal fees for those domain names used exclusively by, or on behalf of, Licensee. b. Licensee's web sites that use any of the Licensed Marks or that concern Licensed Services or Portals and Promotional Products in connection with which the Licensed Marks are used shall comply with the Quality Standards set forth in Article 5. 23

9. REPRESENTATIONS; LIABILITY AND INDEMNIFICATION 9.1 Representations and Warranties. Licensor represents and warrants that Licensor has not licensed the use of the Licensed Marks to any third party in connection with the Licensed Services in the Licensed Territory. 9.2 Indemnification. a. Licensor shall defend, indemnify and hold Licensee and its Sublicensees and their respective directors, officers, stockholders, employees and agents (the "Licensee Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensee Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks or (B) Licensor's ownership rights in the Licensed Marks; and (ii) any lack of validity or enforceability of this Agreement caused by Licensor. b. Subject to Licensor's indemnification obligations in Section a. above, Licensee shall defend, indemnify and hold Licensor and its directors, officers, stockholders, employees and agents (the "Licensor Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of Licensee's, or any Authorized Dealer's, Reseller's, Value Added Reseller's or

9. REPRESENTATIONS; LIABILITY AND INDEMNIFICATION 9.1 Representations and Warranties. Licensor represents and warrants that Licensor has not licensed the use of the Licensed Marks to any third party in connection with the Licensed Services in the Licensed Territory. 9.2 Indemnification. a. Licensor shall defend, indemnify and hold Licensee and its Sublicensees and their respective directors, officers, stockholders, employees and agents (the "Licensee Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensee Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (A) the registrations of the Licensed Marks or (B) Licensor's ownership rights in the Licensed Marks; and (ii) any lack of validity or enforceability of this Agreement caused by Licensor. b. Subject to Licensor's indemnification obligations in Section a. above, Licensee shall defend, indemnify and hold Licensor and its directors, officers, stockholders, employees and agents (the "Licensor Parties") harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorneys' fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of Licensee's, or any Authorized Dealer's, Reseller's, Value Added Reseller's or Sublicensee's use of the Licensed Marks other than as expressly provided in this Agreement, and shall indemnify the Licensor Parties from any improper or unauthorized use of the Licensed Marks and for any use by Licensee, or any Authorized Dealer, Reseller, Value Added Reseller or Sublicensee of the Licensee Marks. Licensee shall also defend, indemnify and hold the Licensor Parties harmless against all claims, suits, proceedings, costs, damages, losses, fees and expenses (including reasonable attorney's fees) and judgments incurred, claimed or sustained by the Licensor Parties arising out of: (i) any third party claims as to the lack of validity or enforceability of (x) the Licensee Marks or (y) Licensee's ownership rights in the Licensee Marks; and (ii) any lack of validity or enforceability of this Agreement caused by Licensee. 9.3 Notification and Defense of Claims. a. Notification of Claims. In the event of the occurrence of an event which Licensee or Licensor (the "Indemnified Party"), as the case may be, asserts constitutes a claim under Section 9.2, the 24

Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the Indemnified Party or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice; provided that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. b. In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such proceeding and shall execute all papers necessary and

Indemnified Party shall provide prompt notice of such event to Licensor, in the case of Licensee as the Indemnified Party, or to Licensee, in the case of Licensor as the Indemnified Party (the "Indemnifying Party"), and shall otherwise make available to the Indemnifying Party all relevant information which is material to the claim. Failure to give timely notice or to furnish the Indemnifying Party with any relevant data and documents in connection with any claim shall not constitute a defense (in part or in whole) to any claim for indemnification by the Indemnified Party, unless, and only to the extent that, such failure results in any material prejudice to the Indemnifying Party. The Indemnifying Party may elect, at its own expense, to assume exclusive control of the defense of such claim, if the Indemnifying Party gives written notice of its intention to do so no later than thirty (30) days following notice of such claim by the Indemnified Party or such shorter time period as required so that the interests of the Indemnified Party would not be materially prejudiced as a result of the failure to have received such notice; provided that, (i) the Indemnifying Party shall obtain the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) before entering into any settlement, adjustment or compromise of such claims, or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, there would be imposed on the Indemnified Party any material liability or obligation not covered by the indemnity obligations of the Indemnifying Party under this Agreement (including, without limitation, any injunctive relief or other remedy), except with respect to a settlement adjustment or compromise which results solely in a monetary liability and (ii) if the Indemnified Party shall have reasonably concluded that separate counsel is required because a conflict of interest would otherwise exist, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the Indemnified Party. b. In the event that Indemnifying Party elects to assume control of the defense of any such claim, the Indemnified Party shall cooperate with the Indemnifying Party in such proceeding and shall execute all papers necessary and desirable and shall testify or provide evidence whenever reasonably requested to do so. The Indemnified Party may elect to join in the defense of such claim and to employ counsel to assist it in connection with the handling of such claim, at the sole expense of the Indemnified Party, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), 25

and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. c. In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further, that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4 Insurance. a. Licensee shall maintain, at its own expense, in full force and effect at all times during which Licensed Services bearing the Licensed Marks are being sold, with a responsible insurance carrier reasonably acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered using the Licensed Marks. This insurance shall be primary to any of Licensor's coverage, shall name Licensor as an insured party, shall be for the benefit of Licensor and Licensee and shall provide for at least ten (10) days' prior notice to Licensor and Licensee of the cancellation or any substantial modification of the policy. This insurance may be obtained by Licensee in conjunction with a

and provided, further that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. c. In the event that the Indemnifying Party does not notify the Indemnified Party within thirty (30) days that it will assume control of the defense of any such claim for which the Indemnified Party would be entitled to indemnification hereunder, then the Indemnified Party shall have the right to defend such claim at its own expense, and the Indemnifying Party shall cooperate as requested in such defense, at the expense of the Indemnified Party with respect to documented and reasonable out-of-pocket expenses incurred by the Indemnifying Party in the defense of the claim, provided, however, that no such claim shall be settled, adjusted or compromised, or the defense thereof terminated by the Indemnified Party, without the prior consent of the Indemnifying Party (which consent shall not be reasonably withheld or delayed), and provided, further, that no Indemnified Party may settle, compromise or consent to the entry of any judgment in any claim for which indemnification may be sought hereunder unless such settlement, compromise or consent also includes an express, unconditional release of the Indemnifying Party and its directors, officers, stockholders, employees and agents from all liabilities and obligations arising therefrom. 9.4 Insurance. a. Licensee shall maintain, at its own expense, in full force and effect at all times during which Licensed Services bearing the Licensed Marks are being sold, with a responsible insurance carrier reasonably acceptable to Licensor, at least a Two Million Five Hundred Thousand Dollar ($2,500,000.00) products liability insurance policy with respect to the Licensed Services offered using the Licensed Marks. This insurance shall be primary to any of Licensor's coverage, shall name Licensor as an insured party, shall be for the benefit of Licensor and Licensee and shall provide for at least ten (10) days' prior notice to Licensor and Licensee of the cancellation or any substantial modification of the policy. This insurance may be obtained by Licensee in conjunction with a policy which covers services and/or products other than the services covered under this Agreement. 26

b. Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the maintenance of the insurance required by this Section 9.4, including without limitation, originals or copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. 10. AGREEMENT PERSONAL 10.1 Personal to Licensee. In recognition of the unique nature of the relationship between Licensor and Licensee, the fact that Licensor would not be willing to enter into an agreement such as this Agreement with any other party in any other circumstances, and the unique nature of Licensee (including without limitation, the fact that part of Licensee was once owned by Licensor), the parties agree that the rights, obligations and benefits of this Agreement shall be personal to Licensee, and Licensor shall not be required to accept performance from, or render performance to, an entity other than Licensee. Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to time, and including any successor to such provision), in the event of the Bankruptcy of Licensee, this Agreement may not be assigned or assumed by Licensee (or any Successor) and Licensor shall be excused from rendering performance to, or accepting performance from, Licensee or any Successor. 10.2 Licensee Acknowledgment. Licensee acknowledges and agrees that it understands it may have, or, in the future, may elect to enter into, agreements with Licensor's Affiliates and that neither the execution or continuation nor the renewal of any of those agreements will have any effect on this Agreement and Licensee may choose to contract, or not, with Licensor's Affiliates as it deems appropriate. 11. RETENTION OF RIGHTS 11.1 Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be deemed or

b. Licensee shall from time to time, upon reasonable request by Licensor, promptly furnish or cause to be furnished to Licensor, evidence in form and substance satisfactory to Licensor, of the maintenance of the insurance required by this Section 9.4, including without limitation, originals or copies of policies, certificates of insurance (with applicable riders and endorsements) and proof of premium payments. 10. AGREEMENT PERSONAL 10.1 Personal to Licensee. In recognition of the unique nature of the relationship between Licensor and Licensee, the fact that Licensor would not be willing to enter into an agreement such as this Agreement with any other party in any other circumstances, and the unique nature of Licensee (including without limitation, the fact that part of Licensee was once owned by Licensor), the parties agree that the rights, obligations and benefits of this Agreement shall be personal to Licensee, and Licensor shall not be required to accept performance from, or render performance to, an entity other than Licensee. Pursuant to 11 U.S.C. Section 365(c)(1)(A) (as it may be amended from time to time, and including any successor to such provision), in the event of the Bankruptcy of Licensee, this Agreement may not be assigned or assumed by Licensee (or any Successor) and Licensor shall be excused from rendering performance to, or accepting performance from, Licensee or any Successor. 10.2 Licensee Acknowledgment. Licensee acknowledges and agrees that it understands it may have, or, in the future, may elect to enter into, agreements with Licensor's Affiliates and that neither the execution or continuation nor the renewal of any of those agreements will have any effect on this Agreement and Licensee may choose to contract, or not, with Licensor's Affiliates as it deems appropriate. 11. RETENTION OF RIGHTS 11.1 Except as otherwise expressly provided in this Agreement, nothing in this Agreement shall be deemed or construed to limit in any way Licensor's rights in and to the Licensed Marks, including without limitation: a. All rights of ownership in and to the Licensed Marks, including the right to license or transfer the same. b. The unimpaired right to use the Licensed Marks in connection with marketing, offering or providing any products or services (except for the particular products and services exclusively licensed under this Agreement, but only to the extent of such license) whether within or without the Licensed Territory. 12. SPONSORSHIP 12.1 Licensee shall not use the Licensed Marks to sponsor, endorse, or claim affiliation with any event, meeting, charitable endeavor or any other undertaking (each, 27

an "Event"), or a series of related Events, without the express written permission of Licensor. Licensor reserves the right to deny permission to any Event. The Parties acknowledge that an Event shall not include day-to-day ordinary course meetings and events. In the event that Licensee desires to sponsor, endorse or claim affiliation with an Event, or a series of related Events, Licensee shall provide Licensor with at least twenty (20) business days prior written notice of such Event in reasonable detail. Any breach of this provision reasonably determined to have a material adverse effect on Licensor or the Licensed Marks shall be deemed a Significant Breach by Licensee. 13. CONSENT OF LICENSOR 13.1 Except where another standard is expressly provided for herein, whenever reference is made to Licensor's consent or approval in this Agreement, such consent or approval may be granted or withheld in Licensor's sole discretion and, if granted, may be done so conditionally or unconditionally. 14. NOTICES

an "Event"), or a series of related Events, without the express written permission of Licensor. Licensor reserves the right to deny permission to any Event. The Parties acknowledge that an Event shall not include day-to-day ordinary course meetings and events. In the event that Licensee desires to sponsor, endorse or claim affiliation with an Event, or a series of related Events, Licensee shall provide Licensor with at least twenty (20) business days prior written notice of such Event in reasonable detail. Any breach of this provision reasonably determined to have a material adverse effect on Licensor or the Licensed Marks shall be deemed a Significant Breach by Licensee. 13. CONSENT OF LICENSOR 13.1 Except where another standard is expressly provided for herein, whenever reference is made to Licensor's consent or approval in this Agreement, such consent or approval may be granted or withheld in Licensor's sole discretion and, if granted, may be done so conditionally or unconditionally. 14. NOTICES 14.1 All notices, requests, demands or other communications required by, or otherwise with respect to, this Agreement shall be in writing and shall be deemed to have been duly given to any party when delivered personally (by courier service or otherwise), against receipt, when delivered by telecopy and confirmed by return telecopy, or three (3) days after being mailed by registered first-class mail, postage prepaid and return receipt requested in each case to the applicable addresses set forth below: If to Licensee: Time Warner Cable Inc. 290 Harbor Drive Stamford, Connecticut 06902 If to Licensor: AOL Time Warner Inc. 75 Rockefeller Plaza New York, NY 10019 Attn: General Counsel Fax: 212-258-3172 or to such other address as such party shall have designated by notice so given to each other party. 15. GOVERNMENTAL LICENSES, PERMITS AND APPROVALS 15.1 Licensee, at its expense, shall be responsible for obtaining and maintaining all Approvals with respect to this Agreement, and for complying with any requirements of such Regulatory Authorities for the registration or recording of this Agreement. 28

Licensee shall furnish to Licensor written evidence from such Regulatory Authorities of any such Approvals. 16. APPLICABLE LAW 16.1 The construction, performance and interpretation of this Agreement shall be governed by the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq., and the internal, substantive laws of the State of New York, without regard to its principles of conflicts of law. Except as otherwise provided herein, Licensor and Licensee hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or absent subject matter jurisdiction in that court, the state courts of the State of New York located in New York County for all actions, suits or proceedings arising in connection with this Agreement.

Licensee shall furnish to Licensor written evidence from such Regulatory Authorities of any such Approvals. 16. APPLICABLE LAW 16.1 The construction, performance and interpretation of this Agreement shall be governed by the U.S. Trademark Act, 15 U.S.C. Section 1051 et seq., and the internal, substantive laws of the State of New York, without regard to its principles of conflicts of law. Except as otherwise provided herein, Licensor and Licensee hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or absent subject matter jurisdiction in that court, the state courts of the State of New York located in New York County for all actions, suits or proceedings arising in connection with this Agreement. 17. CONFIDENTIALITY OF INFORMATION AND USE RESTRICTION 17.1 The Quality Standards and other technical information furnished to Licensee under this Agreement and other confidential and proprietary information, know-how and trade secrets of Licensor that are disclosed or otherwise provided to Licensee in connection with this Agreement, shall remain the property of Licensor, and shall be returned to Licensor upon request and upon termination of this Agreement. Unless such information was previously known to Licensee free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensee and Licensor is not attempting to limit further dissemination of such information, (b) by Licensor, or (c) by Licensee, as required by law (including securities laws) or to enforce its rights under this Agreement, it shall be held in confidence, and shall be used only for the purposes of this Agreement. All confidential and proprietary information, know-how and trade secrets of Licensee that are disclosed or otherwise provided to Licensor hereunder (including without limitation, during any Inspection) (collectively, "Licensee Information") shall remain the property of Licensee and shall be returned to Licensee upon request and upon termination of this Agreement. Unless such Licensee Information was previously known to Licensor free of any obligation to keep it confidential, or has been or is subsequently made public (a) by any person other than Licensor and Licensee is not attempting to limit further dissemination of such information, (b) by Licensee, or (c) by Licensor, as required by law (including securities law) or to enforce its rights under this Agreement, it shall be held in confidence and shall be used only for purposes of this Agreement. 18. MISCELLANEOUS 18.1 Entire Agreement. The provisions of this Agreement contain the entire agreement between the parties relating to use by Licensee of the Licensed Marks, and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement shall be interpreted to achieve the objectives and intent of the parties as set forth in the text and factual recitals of the Agreement. It is specifically agreed that no evidence of discussions during the negotiation of the Agreement, or drafts written or exchanged, may be used in connection with the interpretation or construction of this 29

Agreement. No rights are granted to use the Licensed Marks or any other Marks or Trade Dress except as specifically set forth in this Agreement. In the event of any conflict between the provisions of this Agreement and provisions in any other agreement involving Licensee, the provisions of this Agreement shall prevail. 18.2 Relationship of the Parties. This Agreement is not a franchise under federal or state law, does not create a partnership or joint venture, and shall not be deemed to constitute an assignment of any rights of Licensor to Licensee. Licensee is an independent contractor, not an agent or employee of Licensor, and Licensor is not liable for any acts or omissions by Licensee. 18.3 Amendments, Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified except by an instrument in writing signed by the party against whom enforcement is sought. 18.4 Assignment. Licensee may not assign, pledge, transfer or otherwise hypothecate this Agreement or any of its rights or obligations hereunder, and any purported assignment, pledge, transfer or other hypothecation, whether by operation of law or otherwise, shall be void and of no force or effect.

Agreement. No rights are granted to use the Licensed Marks or any other Marks or Trade Dress except as specifically set forth in this Agreement. In the event of any conflict between the provisions of this Agreement and provisions in any other agreement involving Licensee, the provisions of this Agreement shall prevail. 18.2 Relationship of the Parties. This Agreement is not a franchise under federal or state law, does not create a partnership or joint venture, and shall not be deemed to constitute an assignment of any rights of Licensor to Licensee. Licensee is an independent contractor, not an agent or employee of Licensor, and Licensor is not liable for any acts or omissions by Licensee. 18.3 Amendments, Waivers. This Agreement may not be amended, changed, supplemented, waived or otherwise modified except by an instrument in writing signed by the party against whom enforcement is sought. 18.4 Assignment. Licensee may not assign, pledge, transfer or otherwise hypothecate this Agreement or any of its rights or obligations hereunder, and any purported assignment, pledge, transfer or other hypothecation, whether by operation of law or otherwise, shall be void and of no force or effect. 18.5 Specific Performance. The parties acknowledge that money damages are not an adequate remedy for violation of this Agreement and that any party may, in its sole discretion, apply to the court set forth in Article 16 for specific performance, or injunctive, or such other relief as such court may deem just and proper, in order to enforce this Agreement or prevent any violation hereof, and to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 18.6 Remedies Cumulative. All rights, powers and remedies provided under this Agreement, or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 18.7 No Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement, or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance. 18.8 Rules of Construction. As used in this Agreement, (1) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural and vice versa, as the context may require; (2) the words "hereof," "herein," "hereunder" and other words of similar import refer to this Agreement as a whole, including all exhibits and schedules as the same may be amended or supplemented from time to time, and not to any subdivision of this Agreement; (3) the word "including" or any variation thereof means "including, 30

without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; and (4) descriptive headings and titles used in this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any party. 18.9 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any Person who is not a party and nothing in this Agreement, express or implied, is intended to or shall (1) confer on any Person other than the parties and their respective Successors any rights (including thirdparty beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement or (2) constitute the parties as partners or as participants in a joint venture. This Agreement shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement and no third party shall have any right, independent of any right that exists irrespective of this Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement.

without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; and (4) descriptive headings and titles used in this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against any party. 18.9 No Third Party Beneficiaries. This Agreement is not intended to be for the benefit of and shall not be enforceable by any Person who is not a party and nothing in this Agreement, express or implied, is intended to or shall (1) confer on any Person other than the parties and their respective Successors any rights (including thirdparty beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement or (2) constitute the parties as partners or as participants in a joint venture. This Agreement shall not provide third parties with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement and no third party shall have any right, independent of any right that exists irrespective of this Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement. 18.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all the parties hereto. IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives as of the date first stated above. TIME WARNER INC. By: Name:

Title: TIME WARNER CABLE INC. By: Name:

Title: 31

Schedule 1 [LOGO] 32

Schedule 2 LICENSED ANCILLARY MARKS
COUNTRY NAME TRADEMARK NAME STATUS CLASS OWNER APPLICATION NO. 75/565400 FILING DATE R

UNITED STATES

TIME WARNER CUSTOMER

REGISTERED

38

TIME WARNER

07-OCT-1998

Schedule 1 [LOGO] 32

Schedule 2 LICENSED ANCILLARY MARKS
COUNTRY NAME TRADEMARK NAME STATUS CLASS OWNER APPLICATION NO. 75/565400 FILING DATE R

UNITED STATES OF AMERICA UNITED STATES OF AMERICA UNITED STATES OF AMERICA

TIME WARNER CUSTOMER CARE PLUS TW CUSTOMER CARE PLUS LOGO TIME WARNER CABLE PAYXPRESS LOGO

REGISTERED

38

TIME WARNER INC. TIME WARNER INC. TIME WARNER INC.

07-OCT-1998

REGISTERED

38

75/565405

07-OCT-1998

REGISTERED

38

75/649136

01-MAR-1999

Schedule 3 LICENSEE SPECIFIC MARKS Domain Names timewarnercable.info twcable.info tweasy.info twcentralflorida.info twcf.info twcfast.info twflorida.info twcneo.info And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing.

Exhibit A TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into as of the ___ day of _____, 2002, by and between TIME WARNER INC., a Delaware corporation ("Licensor") and TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("Licensee"). WITNESSETH: WHEREAS, Licensee has entered into a license agreement, dated as of June 30, 1992, relating to the use of the TIME WARNER ENTERTAINMENT mark in connection with filmed entertainment, cable and programming businesses (as the same may have been further amended or assigned, the "License Agreement"); and

Schedule 2 LICENSED ANCILLARY MARKS
COUNTRY NAME TRADEMARK NAME STATUS CLASS OWNER APPLICATION NO. 75/565400 FILING DATE R

UNITED STATES OF AMERICA UNITED STATES OF AMERICA UNITED STATES OF AMERICA

TIME WARNER CUSTOMER CARE PLUS TW CUSTOMER CARE PLUS LOGO TIME WARNER CABLE PAYXPRESS LOGO

REGISTERED

38

TIME WARNER INC. TIME WARNER INC. TIME WARNER INC.

07-OCT-1998

REGISTERED

38

75/565405

07-OCT-1998

REGISTERED

38

75/649136

01-MAR-1999

Schedule 3 LICENSEE SPECIFIC MARKS Domain Names timewarnercable.info twcable.info tweasy.info twcentralflorida.info twcf.info twcfast.info twflorida.info twcneo.info And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing.

Exhibit A TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into as of the ___ day of _____, 2002, by and between TIME WARNER INC., a Delaware corporation ("Licensor") and TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("Licensee"). WITNESSETH: WHEREAS, Licensee has entered into a license agreement, dated as of June 30, 1992, relating to the use of the TIME WARNER ENTERTAINMENT mark in connection with filmed entertainment, cable and programming businesses (as the same may have been further amended or assigned, the "License Agreement"); and WHEREAS, Licensor and Licensee desire that the License Agreement be cancelled and terminated. NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. TERMINATION. The parties hereto hereby cancel and terminate the License Agreement as of the date hereof. As of the date hereof, neither party shall have any further rights, obligations or liabilities under the License

Schedule 3 LICENSEE SPECIFIC MARKS Domain Names timewarnercable.info twcable.info tweasy.info twcentralflorida.info twcf.info twcfast.info twflorida.info twcneo.info And any other domain name incorporating any of the Licensed Marks that was used in the TWE Broadband Business as of the Closing.

Exhibit A TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into as of the ___ day of _____, 2002, by and between TIME WARNER INC., a Delaware corporation ("Licensor") and TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("Licensee"). WITNESSETH: WHEREAS, Licensee has entered into a license agreement, dated as of June 30, 1992, relating to the use of the TIME WARNER ENTERTAINMENT mark in connection with filmed entertainment, cable and programming businesses (as the same may have been further amended or assigned, the "License Agreement"); and WHEREAS, Licensor and Licensee desire that the License Agreement be cancelled and terminated. NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. TERMINATION. The parties hereto hereby cancel and terminate the License Agreement as of the date hereof. As of the date hereof, neither party shall have any further rights, obligations or liabilities under the License Agreement. 4. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties hereto and no waiver, modification or amendment of this Agreement shall be valid unless it is in writing and signed by the parties hereto. 5. BINDING EFFECT; GOVERNING LAW. This Agreement shall be binding upon and inure to the benefit of all the parties hereto and their respective heirs, administrators, representatives, executors, successors and assigns. This Agreement is made and entered into in the State of New York and shall in all respects be interpreted, enforced and governed under the laws of the said state. 6. MISCELLANEOUS. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Exhibit A TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is made and entered into as of the ___ day of _____, 2002, by and between TIME WARNER INC., a Delaware corporation ("Licensor") and TIME WARNER ENTERTAINMENT COMPANY, L.P., a Delaware limited partnership ("Licensee"). WITNESSETH: WHEREAS, Licensee has entered into a license agreement, dated as of June 30, 1992, relating to the use of the TIME WARNER ENTERTAINMENT mark in connection with filmed entertainment, cable and programming businesses (as the same may have been further amended or assigned, the "License Agreement"); and WHEREAS, Licensor and Licensee desire that the License Agreement be cancelled and terminated. NOW, THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. TERMINATION. The parties hereto hereby cancel and terminate the License Agreement as of the date hereof. As of the date hereof, neither party shall have any further rights, obligations or liabilities under the License Agreement. 4. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties hereto and no waiver, modification or amendment of this Agreement shall be valid unless it is in writing and signed by the parties hereto. 5. BINDING EFFECT; GOVERNING LAW. This Agreement shall be binding upon and inure to the benefit of all the parties hereto and their respective heirs, administrators, representatives, executors, successors and assigns. This Agreement is made and entered into in the State of New York and shall in all respects be interpreted, enforced and governed under the laws of the said state. 6. MISCELLANEOUS. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

7. COUNTERPARTS. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the day and year first set forth above. LICENSOR: TIME WARNER INC. By: Name:

Title: LICENSEE: TIME WARNER ENTERTAINMENT COMPANY, L.P.

7. COUNTERPARTS. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. IN WITNESS WHEREOF, Licensor and Licensee have executed this Agreement as of the day and year first set forth above. LICENSOR: TIME WARNER INC. By: Name:

Title: LICENSEE: TIME WARNER ENTERTAINMENT COMPANY, L.P. By: Name:

Title:

EXHIBIT 10.14 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August 20, 2002 (the "Agreement"), by and between MediaOne of Colorado, Inc., a Colorado corporation ("MediaOne"), and AOL Time Warner Inc., a Delaware corporation (the "Issuer"). WHEREAS, concurrently with the execution of this Agreement, MediaOne, the Issuer and certain other parties are entering into a Restructuring Agreement of even date herewith (the "Restructuring Agreement"), pursuant to which, among other things, the Issuer will transfer shares of its Common Stock, par value $0.01 per share (the "Issuer Common Stock"), in exchange for shares of Class B Common Stock, par value $0.01 per share, of MediaOne TWE Holdings, Inc., a Delaware corporation; and WHEREAS, the Issuer and the MediaOne are entering into this Agreement in order to provide for certain registration rights relating to the Issuer Common Stock to be issued to MediaOne. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties hereby agree, severally and not jointly, as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings:

EXHIBIT 10.14 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of August 20, 2002 (the "Agreement"), by and between MediaOne of Colorado, Inc., a Colorado corporation ("MediaOne"), and AOL Time Warner Inc., a Delaware corporation (the "Issuer"). WHEREAS, concurrently with the execution of this Agreement, MediaOne, the Issuer and certain other parties are entering into a Restructuring Agreement of even date herewith (the "Restructuring Agreement"), pursuant to which, among other things, the Issuer will transfer shares of its Common Stock, par value $0.01 per share (the "Issuer Common Stock"), in exchange for shares of Class B Common Stock, par value $0.01 per share, of MediaOne TWE Holdings, Inc., a Delaware corporation; and WHEREAS, the Issuer and the MediaOne are entering into this Agreement in order to provide for certain registration rights relating to the Issuer Common Stock to be issued to MediaOne. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below, the parties hereby agree, severally and not jointly, as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: "Affiliate" means, with respect to a Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to a Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. "beneficially own" means to possess beneficial ownership as determined under Rule 13d-3 under the Exchange Act. "Board of Directors" means the board of directors of the Issuer or any committee thereof.

2 "Business Day" means a day of the year other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York City. "Closing" has the meaning set forth in Section 2.1 of the Restructuring Agreement. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Exchange Act" means the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Governmental Entity" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality or other authority thereof, or any quasi-governmental or private body (including any self-regulatory organization)

2 "Business Day" means a day of the year other than a Saturday, Sunday or other day on which banks are required or authorized to close in New York City. "Closing" has the meaning set forth in Section 2.1 of the Restructuring Agreement. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Exchange Act" means the Securities Exchange Act of 1934 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Governmental Entity" means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality or other authority thereof, or any quasi-governmental or private body (including any self-regulatory organization) exercising any regulatory, taxing, importing or other governmental authority, whether domestic or foreign. "Hedging Counterparty" means a broker-dealer registered under Section 15(b) of the Exchange Act or an Affiliate thereof. "Hedging Transaction" means any transaction involving a security linked to the Registrable Class Securities or any security that would be deemed to be a "derivative security" (as defined in Rule 16a-1(c) under the Exchange Act) with respect to the Registrable Class Securities or transaction (even if not a security) which would (were it a security) be considered such a derivative security, or which transfers some or all of the economic risk of ownership of the Registrable Class Securities, including, without limitation, any forward contract, equity swap, put or call, put or call equivalent position, collar, non-recourse loan, sale of exchangeable security or similar transaction. For the avoidance of doubt, the following transactions shall be deemed to be Hedging Transactions: (a) transactions by a Stockholder in which a Hedging Counterparty engages in short sales of Registrable Class Securities pursuant to a Prospectus and may use Registrable Securities to close out its short position; (b) transactions pursuant to which a Stockholder sells short Registrable Class Securities pursuant to a Prospectus and delivers Registrable Securities to close out its short position; (c) transactions by a Stockholder in which the Stockholder delivers, in a transaction exempt from registration under the Securities Act, Registrable Securities to the Hedging Counterparty who will then publicly resell or otherwise transfer such Registrable Securities pursuant to a Prospectus or an exemption from registration under the Securities Act; and

3 (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. "Issuer Common Stock" has the meaning set forth in the recitals to this Agreement. "Lien" means any lien, pledge, charge, encumbrance or security interest. "OTC Hedging Transaction" means any Hedging Transaction that is privately negotiated, and entered into on a principal-to-principal basis, between a Stockholder and a Hedging Counterparty, including (i) any swap agreement, put option, call option, collar transaction, call spread, put spread or forward contract or any combination of any of the foregoing, in each case whether to be settled by the delivery of securities, cash or otherwise, (ii) any option to enter into any of the foregoing, and (iii) any other similar agreement, contract or transaction that, in the case of this clause (iii) only, would (in the reasonable, good-faith judgment of one nationally-recognized investment banking firm selected by each of the Issuer, on the one hand, and the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction, on the

3 (d) a loan or pledge of Registrable Securities to a Hedging Counterparty who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, then sell the pledged shares, in each case, in a public transaction pursuant to a Prospectus. "Issuer Common Stock" has the meaning set forth in the recitals to this Agreement. "Lien" means any lien, pledge, charge, encumbrance or security interest. "OTC Hedging Transaction" means any Hedging Transaction that is privately negotiated, and entered into on a principal-to-principal basis, between a Stockholder and a Hedging Counterparty, including (i) any swap agreement, put option, call option, collar transaction, call spread, put spread or forward contract or any combination of any of the foregoing, in each case whether to be settled by the delivery of securities, cash or otherwise, (ii) any option to enter into any of the foregoing, and (iii) any other similar agreement, contract or transaction that, in the case of this clause (iii) only, would (in the reasonable, good-faith judgment of one nationally-recognized investment banking firm selected by each of the Issuer, on the one hand, and the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction, on the other hand) make it commercially impracticable for more than one Hedging Counterparty to jointly effect such agreement, contract or transaction or any related market hedge of the Hedging Counterparty's economic exposure thereunder. "Permitted Transferee" means any Person to whom a Stockholder has transferred, in accordance with the terms of this Agreement, Registrable Securities. "Person" means any individual, firm, corporation, partnership, limited liability company, "group" (as such term is used in Rule 13d-3 under the Exchange Act), trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Entity or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity. "Prospectus" means the prospectus related to any Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 415 under the Securities Act), as amended or supplemented by any amendment or prospectus supplement, including post-effective amendments, and all materials incorporated by reference in such prospectus. "Registrable Class Securities" means securities of the Issuer that are of the same class as the Registrable Securities. "Registrable Securities" means each of the following: (a) any and all shares of Issuer Common Stock issued or issuable to MediaOne or any of its Affiliates under the Restructuring Agreement, (b) any securities of the Issuer issued or issuable to

4 MediaOne or any of its Affiliates with respect to such Issuer Common Stock by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and (c) all shares of Issuer Common Stock or other securities described in (b) above owned by any Permitted Transferee that were transferred in accordance with the terms of this Agreement and were Registrable Securities at the time such shares or securities were transferred to such Permitted Transferee; provided that the term "Registrable Securities" shall not include any such securities received in a transaction registered under the Securities Act. Subject to Section 3.4(b), as to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred or

4 MediaOne or any of its Affiliates with respect to such Issuer Common Stock by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise and (c) all shares of Issuer Common Stock or other securities described in (b) above owned by any Permitted Transferee that were transferred in accordance with the terms of this Agreement and were Registrable Securities at the time such shares or securities were transferred to such Permitted Transferee; provided that the term "Registrable Securities" shall not include any such securities received in a transaction registered under the Securities Act. Subject to Section 3.4(b), as to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred or disposed of, and in accordance with Section 2.2 new certificates for them not bearing a legend restricting further transfer shall have been delivered, or (d) they shall have ceased to be outstanding. "Registration Expenses" means all costs, fees and expenses incident to the Issuer's performance of or compliance with Section 3.1, including without limitation, (i) the fees, disbursements and expenses of Issuer's counsel and accountants in connection with this Agreement and the performance of Issuer's obligations hereunder; (ii) all expenses, including filing fees, in connection with the preparation, printing and filing of any Registration Statement, any Prospectus or preliminary Prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof; (iii) the cost of printing or producing any blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of; (iv) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws; (v) transfer agents' and registrars' fees and expenses; (vi) all security engraving and security printing expenses; (vii) all fees and expenses payable in connection with the listing of the Registrable Securities on any securities exchange; and (viii) the costs and expenses of the Issuer relating to analyst or investor presentations or any "road show" undertaken in connection with the registration and/or marketing of any Registrable Securities. "Registration Statement" means the Shelf Registration Statement and any Subsequent Registration Statement. "Requisite Holders" means, as of any date, holders of at least 50% of the shares of Registrable Securities held by all holders of Registrable Securities outstanding as of such date. "Securities Act" means the Securities Act of 1933 and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

5 "Stockholder" means a holder of Registrable Securities that has been made a party to this Agreement pursuant to Section 3.4. "Stockholder Counsel" means a firm of legal counsel appointed by the Requisite Holders. 1.2 Capitalized Terms. Capitalized terms used and not otherwise defined herein or in the schedules hereto shall have the respective meanings ascribed to them in the Restructuring Agreement. 1.3 Successor Laws, Rules, Regulations and Forms. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to the comparable successor thereto in effect at the time. 1.4 Other Definitions. The following capitalized terms are defined in the following sections of this Agreement:
Term ---Agreement Stockholder Section ------Preamble Preamble

5 "Stockholder" means a holder of Registrable Securities that has been made a party to this Agreement pursuant to Section 3.4. "Stockholder Counsel" means a firm of legal counsel appointed by the Requisite Holders. 1.2 Capitalized Terms. Capitalized terms used and not otherwise defined herein or in the schedules hereto shall have the respective meanings ascribed to them in the Restructuring Agreement. 1.3 Successor Laws, Rules, Regulations and Forms. All references to laws, rules, regulations and forms in this Agreement shall be deemed to be references to the comparable successor thereto in effect at the time. 1.4 Other Definitions. The following capitalized terms are defined in the following sections of this Agreement:
Term ---Agreement Stockholder Deferral Period Dribble Out Agreement Effective Time Effectiveness Period Indemnified Party Indemnifying Party Issuer Liability Pledgee Registration Actions Restructuring Agreement Shelf Registration Statement Subsequent Registration Statement Underwriting Section ------Preamble Preamble 3.5(b) 3.2(d)(ii) 3.1(a) 3.1(a) 3.3(c) 3.3(c) Preamble 3.3(a) 3.4(a) 3.5(b) Preamble 3.1(a) 3.1(e) 3.2(a)

ARTICLE II REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS 2.1 Representations and Warranties of MediaOne. MediaOne represents and warrants to the Issuer with respect to itself and its ownership of its Issuer Common Stock as follows: (a) Organization, Power and Authority, Binding Agreement. MediaOne is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into this Agreement. This Agreement has been duly and validly

6 authorized by all necessary corporate action and has been duly executed and delivered by MediaOne, and this Agreement (assuming due execution and delivery by the other party hereto) constitutes the valid and binding obligation of MediaOne, enforceable in accordance with its terms, except as the indemnification and contribution provisions of Section 3.3 may be held to be unenforceable as against public policy and except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) No Conflicts. (i) Except as set forth on Schedule A hereto, the execution and delivery of this Agreement by MediaOne does not and the consummation by MediaOne of the transactions contemplated by this Agreement will not (1) conflict with, or result in any violation or breach of, any provision of the charter, by-laws or other organizational

6 authorized by all necessary corporate action and has been duly executed and delivered by MediaOne, and this Agreement (assuming due execution and delivery by the other party hereto) constitutes the valid and binding obligation of MediaOne, enforceable in accordance with its terms, except as the indemnification and contribution provisions of Section 3.3 may be held to be unenforceable as against public policy and except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) No Conflicts. (i) Except as set forth on Schedule A hereto, the execution and delivery of this Agreement by MediaOne does not and the consummation by MediaOne of the transactions contemplated by this Agreement will not (1) conflict with, or result in any violation or breach of, any provision of the charter, by-laws or other organizational document of MediaOne, (2) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation) under, require a consent or waiver under, constitute a change in control under, or result in the imposition of any Lien on MediaOne's shares of Issuer Common Stock under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or instrument to which such Stockholder is a party or by which it or any of its properties or assets may be bound or (3) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to MediaOne or any of its properties or assets, except in the case of clauses (2) and (3) of this Section 2.1(b)(i) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, have a material adverse effect on the ability of MediaOne to consummate the transactions contemplated by this Agreement or the effectiveness of any Registration Statement. (ii) Except as set forth on Schedule A hereto, no consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to MediaOne in connection with the execution, delivery and performance of this Agreement by MediaOne and the consummation by MediaOne of the transactions contemplated by this Agreement, other than filings required by the Securities Act, the Exchange Act or any self-regulatory organization. 2.2 Certain Acknowledgments of each Stockholder. Each Stockholder acknowledges that all Registrable Securities will be issued pursuant to an exemption from registration under the Securities Act and applicable state securities laws and agrees not to sell or otherwise dispose of such Registrable Securities in any transaction which would be in violation of the Securities Act or applicable state securities laws. Each Stockholder acknowledges that the following legend will appear on the certificates for the Registrable Securities reflecting the foregoing restriction. The Issuer shall, at the request of any

7 Stockholder, remove from each certificate evidencing Registrable Securities the following legend if the Issuer is reasonably satisfied (based upon an opinion of counsel or other evidence) that the securities evidenced thereby may be publicly sold without registration under the Securities Act; provided, however, that the Issuer or Issuer's counsel shall not be required to deliver an opinion of counsel to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act unless Stockholder Counsel shall have delivered an opinion, upon which the Issuer and Issuer's counsel are entitled to rely, to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES LAWS, OR (II) UPON THE FURNISHING TO AOL TIME WARNER INC. BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF

7 Stockholder, remove from each certificate evidencing Registrable Securities the following legend if the Issuer is reasonably satisfied (based upon an opinion of counsel or other evidence) that the securities evidenced thereby may be publicly sold without registration under the Securities Act; provided, however, that the Issuer or Issuer's counsel shall not be required to deliver an opinion of counsel to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act unless Stockholder Counsel shall have delivered an opinion, upon which the Issuer and Issuer's counsel are entitled to rely, to the effect that the securities evidenced thereby may be publicly sold without registration under the Securities Act. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED, OR OTHERWISE ASSIGNED, EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER ALL APPLICABLE SECURITIES LAWS, OR (II) UPON THE FURNISHING TO AOL TIME WARNER INC. BY THE HOLDER OF THIS CERTIFICATE OF AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY ACCEPTABLE TO AOL TIME WARNER INC. THAT SUCH TRANSACTION IS NOT REQUIRED TO BE REGISTERED UNDER APPLICABLE SECURITIES LAWS." 2.3 Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to each Stockholder as follows: (a) Power, Binding Agreement. The Issuer is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and authority to enter into this Agreement. This Agreement has been duly and validly authorized by all necessary corporate action and has been duly executed and delivered by the Issuer, and this Agreement (assuming due execution and delivery by the other party hereto), constitutes the valid and binding obligation of the Issuer, enforceable in accordance with its terms, except as the indemnification and contribution provisions contained in Section 3.3 may be held to be unenforceable as against public policy and except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and by general equitable principles (whether considered in a proceeding in equity or at law). (b) No Conflicts.

8 (i) The execution and delivery of this Agreement by the Issuer does not and the consummation by the Issuer of the transactions contemplated by this Agreement will not, (1) conflict with, or result in any violation or breach of, any provision of the charter, by-laws or other organizational document of the Issuer, (2) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation) under, require a consent or waiver under, constitute a change in control under, or result in the imposition of any Lien on the Issuer's assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or instrument to which the Issuer is a party or by which it or any of its properties or assets may be bound or (3) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Issuer or any of its properties or assets, except in the case of clauses (2) and (3) of this Section 2.3(b)(i) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or Liens which would not, individually or in the aggregate, have a material adverse effect on the ability of the Issuer to consummate the transactions contemplated by this Agreement or the effectiveness of any Registration Statement. (ii) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Issuer in connection with the execution, delivery and performance of this Agreement by the Issuer or the consummation by the Issuer of the transactions contemplated by this Agreement, other than filings and other actions required by the Securities Act, the Exchange Act, the rules of any stock exchange or automated quotation system on which the Registrable Securities are to be

8 (i) The execution and delivery of this Agreement by the Issuer does not and the consummation by the Issuer of the transactions contemplated by this Agreement will not, (1) conflict with, or result in any violation or breach of, any provision of the charter, by-laws or other organizational document of the Issuer, (2) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation) under, require a consent or waiver under, constitute a change in control under, or result in the imposition of any Lien on the Issuer's assets under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or instrument to which the Issuer is a party or by which it or any of its properties or assets may be bound or (3) conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Issuer or any of its properties or assets, except in the case of clauses (2) and (3) of this Section 2.3(b)(i) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations or Liens which would not, individually or in the aggregate, have a material adverse effect on the ability of the Issuer to consummate the transactions contemplated by this Agreement or the effectiveness of any Registration Statement. (ii) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Issuer in connection with the execution, delivery and performance of this Agreement by the Issuer or the consummation by the Issuer of the transactions contemplated by this Agreement, other than filings and other actions required by the Securities Act, the Exchange Act, the rules of any stock exchange or automated quotation system on which the Registrable Securities are to be listed, the rules of any self-regulatory organization and state securities or "blue sky" laws. ARTICLE III REGISTRATION RIGHTS 3.1 Shelf Registration. (a) The Issuer shall prepare and file a "shelf" registration statement (the "Shelf Registration Statement") with respect to the Registrable Securities on Form S-3 for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. The Issuer agrees to give MediaOne not less than 10 days advance notice of its intent to file the Shelf Registration Statement. (b) Subject to the provisions of Section 3.5, the Issuer shall use all commercially reasonable efforts to file the Shelf Registration Statement no later than 30 days prior to the date it reasonably anticipates the Closing will occur; provided that no such filing shall be required to be made prior to the Closing, or, if made, such filing may be withdrawn, if the Issuer determines in good faith, based on the advice of outside securities counsel to the Issuer, that either (1) such filing would reasonably be expected to prevent the offer and sale of the Issuer Common Stock to MediaOne under the

9 Restructuring Agreement from being eligible for an exemption from registration under the Securities Act or (2) the Commission's rules and regulations or the Staff of the Commission would not permit a re-sale shelf Registration Statement to be filed or declared effective prior to issuance of the Registrable Securities. Subject to Section 3.5 (b), if , pursuant to the preceding sentence, the Issuer does not file the Shelf Registration Statement prior to the Closing, the Issuer agrees that it shall file the Shelf Registration Statement promptly (and in no event more than three Business Days) after the Closing and use all commercially reasonable efforts to have the Shelf Registration Statement declared effective as soon as practicable thereafter. (c) Subject to Section 3.1(b), the Issuer shall use all commercially reasonable efforts to have the Shelf Registration Statement declared effective on the Closing Date or promptly thereafter and shall use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, subject to the provisions of Section 3.5, during the time (the "Effectiveness Period") commencing on the date such Shelf Registration Statement is declared effective (the "Effective Time") and ending on the earlier to occur of (i) one year after the Closing and (ii) such time as all of the Registrable Securities cease to be Registrable Securities;

9 Restructuring Agreement from being eligible for an exemption from registration under the Securities Act or (2) the Commission's rules and regulations or the Staff of the Commission would not permit a re-sale shelf Registration Statement to be filed or declared effective prior to issuance of the Registrable Securities. Subject to Section 3.5 (b), if , pursuant to the preceding sentence, the Issuer does not file the Shelf Registration Statement prior to the Closing, the Issuer agrees that it shall file the Shelf Registration Statement promptly (and in no event more than three Business Days) after the Closing and use all commercially reasonable efforts to have the Shelf Registration Statement declared effective as soon as practicable thereafter. (c) Subject to Section 3.1(b), the Issuer shall use all commercially reasonable efforts to have the Shelf Registration Statement declared effective on the Closing Date or promptly thereafter and shall use all commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, subject to the provisions of Section 3.5, during the time (the "Effectiveness Period") commencing on the date such Shelf Registration Statement is declared effective (the "Effective Time") and ending on the earlier to occur of (i) one year after the Closing and (ii) such time as all of the Registrable Securities cease to be Registrable Securities; provided, however, that (1) before filing a Registration Statement or Prospectus or any amendments or supplements thereto, the Issuer shall provide counsel to MediaOne with a reasonable opportunity to review and comment on such Registration Statement and each Prospectus included therein (and each amendment and supplement thereto) to be filed with the Commission, subject to such documents being under the Issuer's control, and (2) the Issuer shall notify MediaOne and counsel to MediaOne of any stop order issued or threatened by the Commission and take all commercially reasonable actions required to prevent the entry of such stop order or to remove it if entered. The one-year period in clause (i) of this Section 3.1(c) shall be extended for a number of days equal to the number of days that elapse from (x) the date any written notice contemplated by Section 3.5(a) is given by the Issuer to (y) the date on which the Issuer delivers to the Stockholders the supplement or amendment contemplated by Section 3.5(a). (d) At the Effective Time, each Stockholder (and each Subsidiary of such Stockholder designated by such Stockholder) shall be named as a selling securityholder in the Shelf Registration Statement and related Prospectus in such a manner as to permit such Stockholder (and such designee) to deliver such Prospectus to purchasers of Registrable Securities in accordance with applicable law under ordinary circumstances. The "Plan of Distribution" section of the Shelf Registration Statement and Prospectus shall state that the Registrable Securities may be sold by the selling securityholders following the Effective Time in any legal manner selected by the Stockholders. (e) If the Shelf Registration Statement ceases to be effective for any reason at any time during the Effectiveness Period, the Issuer shall, subject to the provisions of Section 3.5, use all commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event within 15 days after such cessation of effectiveness amend the Shelf Registration Statement in a manner reasonably expected by the Issuer to obtain the withdrawal of such order

10 suspending the effectiveness thereof or, as promptly as practicable thereafter, file an additional registration statement (the "Subsequent Registration Statement") covering the resale by the Stockholders of all of the then Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. If the Subsequent Registration Statement is filed, the Issuer shall use all commercially reasonable efforts, subject to the provisions of Section 3.5, to cause the Subsequent Registration Statement to become effective under the Securities Act and remain continuously effective during the Effectiveness Period. (f) The Issuer shall pay all Registration Expenses incurred in connection with the Shelf Registration Statement, any Subsequent Registration Statement and any supplements or amendments to them, whether or not they become effective, and whether all, none or some of the Registrable Securities are sold pursuant to any Registration Statement. It is understood and agreed that the Issuer may also register for public offering and sale pursuant to the Shelf Registration Statement or any Subsequent Registration Statement, initially or by amendment, securities other than Registrable Securities, but in doing so shall not limit any Stockholder's rights hereunder (including any limitation arising by application of applicable rules under the Securities Act with respect to securities of the Issuer sold pursuant to such Shelf Registration Statement or Subsequent Registration Statement by any Person other than a Stockholder) or adversely affect the Stockholder's ability to sell its Registrable Securities.

10 suspending the effectiveness thereof or, as promptly as practicable thereafter, file an additional registration statement (the "Subsequent Registration Statement") covering the resale by the Stockholders of all of the then Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. If the Subsequent Registration Statement is filed, the Issuer shall use all commercially reasonable efforts, subject to the provisions of Section 3.5, to cause the Subsequent Registration Statement to become effective under the Securities Act and remain continuously effective during the Effectiveness Period. (f) The Issuer shall pay all Registration Expenses incurred in connection with the Shelf Registration Statement, any Subsequent Registration Statement and any supplements or amendments to them, whether or not they become effective, and whether all, none or some of the Registrable Securities are sold pursuant to any Registration Statement. It is understood and agreed that the Issuer may also register for public offering and sale pursuant to the Shelf Registration Statement or any Subsequent Registration Statement, initially or by amendment, securities other than Registrable Securities, but in doing so shall not limit any Stockholder's rights hereunder (including any limitation arising by application of applicable rules under the Securities Act with respect to securities of the Issuer sold pursuant to such Shelf Registration Statement or Subsequent Registration Statement by any Person other than a Stockholder) or adversely affect the Stockholder's ability to sell its Registrable Securities. 3.2 Registration Procedures. (a) In connection with each Registration Statement, subject to the provisions of Section 3.5, to effect the registration of such Registrable Securities in accordance with the intended method of distribution thereof, the Issuer shall, as promptly as practicable, use all commercially reasonable efforts to: (i) supplement or amend, if necessary, the Registration Statement, as required by the registration form utilized by the Issuer or by the instructions applicable to such registration form or by the Securities Act or as reasonably required by the Requisite Holders, and the Issuer shall furnish to the holders of the Registrable Securities to which the Registration Statement relates copies of any such supplement or amendment prior to its being used and/or filed with the Commission; (ii) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement effective as required under Section 3.1 and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement until the expiration of the Effectiveness Period; notwithstanding anything to the contrary in this Agreement, the Issuer shall not be required to file or have declared effective more than one post-effective amendment to the Registration Statement and shall not be required to file more than five supplements to the Prospectus contained in such Registration Statement, in each case, in connection with one or more Hedging Transactions or changes requested by the Stockholders to the Plan of Distribution therein;

11 (iii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement, copies of such Registration Statement in accordance with Section 3.1(c), and promptly thereafter furnish such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto) and the Prospectus included in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424 under the Securities Act, and such other documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities of such seller; in addition, the Issuer shall promptly after receipt furnish to each Stockholder copies of the portions of any and all transmittal letters and any other correspondence (including, but not limited to, comment letters) with the Commission or any other Governmental Entity relating to the sections of such Registration Statement or amendment or supplement thereto entitled "Plan of Distribution" or "Selling Stockholders"; and the Requisite Holders shall have the right to request that the Issuer modify any such information contained in such Registration Statement or amendment and supplement thereto pertaining to such Stockholders in such sections, and the Issuer shall use all commercially reasonable efforts to comply with such request; provided, however, that the Issuer shall not have any obligation to modify any information if the Issuer reasonably expects that so doing would cause the Registration Statement to contain an untrue statement of a

11 (iii) furnish to each seller of Registrable Securities, prior to filing a Registration Statement, copies of such Registration Statement in accordance with Section 3.1(c), and promptly thereafter furnish such number of conformed copies of such Registration Statement, each amendment and supplement thereto (in each case including all exhibits thereto) and the Prospectus included in such Registration Statement (including each preliminary Prospectus and any summary Prospectus) and any other Prospectus filed under Rule 424 under the Securities Act, and such other documents, as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities of such seller; in addition, the Issuer shall promptly after receipt furnish to each Stockholder copies of the portions of any and all transmittal letters and any other correspondence (including, but not limited to, comment letters) with the Commission or any other Governmental Entity relating to the sections of such Registration Statement or amendment or supplement thereto entitled "Plan of Distribution" or "Selling Stockholders"; and the Requisite Holders shall have the right to request that the Issuer modify any such information contained in such Registration Statement or amendment and supplement thereto pertaining to such Stockholders in such sections, and the Issuer shall use all commercially reasonable efforts to comply with such request; provided, however, that the Issuer shall not have any obligation to modify any information if the Issuer reasonably expects that so doing would cause the Registration Statement to contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) (1) register or qualify all Registrable Securities and other securities covered by the Registration Statement under such other securities or "blue sky" laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by the Registration Statement shall reasonably request, (2) keep such registration or qualification in effect during the Effectiveness Period, (3) obtain the withdrawal of any order or other determination suspending such registration or qualification during the Effectiveness Period and (4) take all other commercially reasonable action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Issuer shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (iv) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction; (v) cause all Registrable Securities covered by the Registration Statement to be registered with or approved by such Governmental Entities as may be necessary in the written opinion of counsel to the Issuer and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities within the United States of America; (vi) (1) cause all Registrable Securities covered by such Registration Statement to be listed, effective as of the Closing (or if not possible, as promptly thereafter as possible), subject to official notice of issuance, on the New York

12 Stock Exchange, and (2) comply with all applicable rules of the New York Stock Exchange so as to permit the continued listing of such securities on the New York Stock Exchange; (vii) during the time when a Prospectus is required to be delivered under the Securities Act, promptly give notice to all Stockholders selling securities pursuant to such Prospectus (1) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threat in writing of any proceeding for such purpose, (2) of the occurrence of any of the events described in Section 3.5(a) (provided, however, that no notice by the Issuer shall be required pursuant to this subclause (2) in the event that the Issuer either promptly files a Prospectus supplement or amendment to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event that results in the Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (3) of the determination by the Issuer that a post-effective amendment to a Registration Statement will be filed with the Commission;

12 Stock Exchange, and (2) comply with all applicable rules of the New York Stock Exchange so as to permit the continued listing of such securities on the New York Stock Exchange; (vii) during the time when a Prospectus is required to be delivered under the Securities Act, promptly give notice to all Stockholders selling securities pursuant to such Prospectus (1) of the receipt by the Issuer of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation or threat in writing of any proceeding for such purpose, (2) of the occurrence of any of the events described in Section 3.5(a) (provided, however, that no notice by the Issuer shall be required pursuant to this subclause (2) in the event that the Issuer either promptly files a Prospectus supplement or amendment to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information with respect to such event that results in the Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements contained therein not misleading) and (3) of the determination by the Issuer that a post-effective amendment to a Registration Statement will be filed with the Commission; (viii) comply with all applicable rules and regulations of the Commission, and, if requested, make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first full calendar month after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each such seller of Registrable Securities a copy of any amendment or supplement to the Registration Statement or prospectus; (ix) timely file the reports and materials required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder (including but not limited to the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c) of Rule 144) and shall take all commercially reasonable actions as a Stockholder or any broker or dealer facilitating a sale of Registrable Securities may reasonably request to enable such Stockholder to sell or hedge Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the Commission; upon the reasonable request of any Stockholder the Issuer shall deliver to such Stockholder a written statement as to whether it has complied with such request; (x) cooperate with each holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold pursuant to a Registration Statement, and provide the transfer agent for the Registrable Securities with certificates for the Registrable Securities that are in a form eligible for deposit with The Depository Trust Company; and

13 (xi) promptly take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby. (b) The Issuer may require each seller of Registrable Securities to (1) furnish the Issuer such information regarding such seller and the distribution of such securities as the Issuer may from time to time reasonably request in writing, (2) agree to comply with the Securities Act and the Exchange Act and all applicable state securities laws and to use all commercially reasonable efforts to comply with all applicable regulations in connection with the registration and distribution of the Registrable Securities, and (3) use all commercially reasonable efforts to enter into and perform customary agreements (including agreements relating to an Underwriting) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. (c) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in clauses (i), (ii) and (iii) of the first sentence of Section 3.5(b) and subject to the last two sentences of Section 3.5(b), such

13 (xi) promptly take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby. (b) The Issuer may require each seller of Registrable Securities to (1) furnish the Issuer such information regarding such seller and the distribution of such securities as the Issuer may from time to time reasonably request in writing, (2) agree to comply with the Securities Act and the Exchange Act and all applicable state securities laws and to use all commercially reasonable efforts to comply with all applicable regulations in connection with the registration and distribution of the Registrable Securities, and (3) use all commercially reasonable efforts to enter into and perform customary agreements (including agreements relating to an Underwriting) and take such other actions as are prudent and reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. (c) Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in clauses (i), (ii) and (iii) of the first sentence of Section 3.5(b) and subject to the last two sentences of Section 3.5(b), such holder shall forthwith discontinue such holder's disposition of Registrable Securities pursuant to the Registration Statement until such holder receives copies of the supplemented or amended Prospectus contemplated by Section 3.5(a) or 3.2(a)(vii) and, if so directed by the Issuer, will promptly deliver to the Issuer (at the Issuer's expense) all copies, other than permanent file copies, then in such holder's possession of the Prospectus relating to such Registrable Securities current at the time of receipt of such notice. (d) If any shares of Issuer Common Stock are to be sold in an underwritten public offering, which, for the avoidance of doubt, the parties agree includes (1) a transaction in which the underwriter or underwriters act as principal for the sale of Registrable Class Securities pursuant to any Registration Statement (including in order to hedge its economic exposure to a Hedging Transaction) and (2) a transaction that constitutes an "at the market offering" (as such term is defined in Rule 415 under the Securities Act), in which the counterparty acts as agent (and not as principal) (each, an "Underwriting"): (i) Subject to subclauses (ii) and (iii) of this Section 3.2(d), the Issuer shall enter into an underwriting or similar agreement of the type customary or reasonably appropriate for the types of offerings which are most similar to such Underwriting, among the Issuer, the selling Stockholder or Stockholders and the counterparties, which agreement shall include, without limitation, customary provisions relating to: (1) representations and warranties of the Issuer and the selling Stockholder or Stockholders to the counterparties; (2) the performance by the counterparties and their representatives of a reasonable "due diligence" investigation of the Issuer; (3) receipt by the counterparties of accountant's "comfort" letters, addressed to such counterparties, in customary form and covering such matters as are customarily covered by "cold comfort" letters delivered in connection with such type of transaction; (4) receipt by the counterparties of disclosure opinions, addressed to such counterparties, of internal

14 counsel to the Issuer (or, at the Stockholders' expense, of nationally recognized outside counsel to the Issuer), in customary form and covering such matters as are customarily covered by such opinions delivered in connection with such type of transaction, which opinion is reasonably acceptable to the counterparty; (5) receipt by the counterparties of other reasonable and customary certificates and closing documents; and (6) indemnification of, and contribution in connection with the liability of, the counterparties and their control persons arising from the Underwriting, which indemnity is reasonably acceptable to the counterparty. Notwithstanding anything to the contrary in this Agreement, the employees of the Issuer shall not be required to participate in any "road shows" or similar marketing activities. (ii) Subject to subclause (iii), in the case of any Underwriting that is an "at the market offering" (as such term is defined in Rule 415 under the Securities Act) in which the counterparty acts as agent (and not as principal), the Issuer shall be required to enter into only one such underwriting or similar agreement on or prior to the commencement date of such offering (a "Dribble Out Agreement"). Such Dribble Out Agreement shall remain effective until the end of the Effectiveness Period, and the comfort letters, opinions, certificates and closing documents described in subclause (i) shall be delivered only at the time of execution of such Dribble Out

14 counsel to the Issuer (or, at the Stockholders' expense, of nationally recognized outside counsel to the Issuer), in customary form and covering such matters as are customarily covered by such opinions delivered in connection with such type of transaction, which opinion is reasonably acceptable to the counterparty; (5) receipt by the counterparties of other reasonable and customary certificates and closing documents; and (6) indemnification of, and contribution in connection with the liability of, the counterparties and their control persons arising from the Underwriting, which indemnity is reasonably acceptable to the counterparty. Notwithstanding anything to the contrary in this Agreement, the employees of the Issuer shall not be required to participate in any "road shows" or similar marketing activities. (ii) Subject to subclause (iii), in the case of any Underwriting that is an "at the market offering" (as such term is defined in Rule 415 under the Securities Act) in which the counterparty acts as agent (and not as principal), the Issuer shall be required to enter into only one such underwriting or similar agreement on or prior to the commencement date of such offering (a "Dribble Out Agreement"). Such Dribble Out Agreement shall remain effective until the end of the Effectiveness Period, and the comfort letters, opinions, certificates and closing documents described in subclause (i) shall be delivered only at the time of execution of such Dribble Out Agreement (except as required under Section 3.2(d)(iv)). (iii) Notwithstanding the foregoing, the Issuer shall not be obligated to enter into any underwriting or similar agreement, furnish the documents and information set forth in Section 3.2(d)(i), permit the counterparties to conduct due diligence investigations or provide indemnification or contribution, in each case, as contemplated by Section 3.2(d)(i) or (ii), on more than three occasions. The Issuer shall use all commercially reasonable efforts to provide such comfort letters, opinion, certificates and closing documents contemplated by this Section 3.2(d) within 10 Business Days after a request therefor by the Stockholders. (iv) In addition, on one occasion only, in connection with an Underwriting pursuant to a Dribble Out Agreement as to which sales of securities thereunder were prohibited pursuant to Section 3.5 prior to the 20th trading day on the New York Stock Exchange after the effectiveness of such Dribble Out Agreement, the Issuer shall use all commercially reasonable efforts to obtain the comfort letters, opinions, certificates and other documents described in Section 3.2(d)(i), at the end of such Deferral Period. 3.3 Indemnification. (a) The Issuer agrees to indemnify and hold harmless each Stockholder, its partners, directors, officers, other Affiliates and each Person who controls (within the meaning of Section 15 of the Securities Act) such Stockholder from and against any and all losses, claims, damages, liabilities and expenses, or any action or proceeding in respect thereof (including reasonable costs of investigation and reasonable attorneys' fees and expenses) (each, a "Liability" and collectively, "Liabilities"), arising out of or based upon any untrue, or allegedly untrue, statement of a material fact

15 contained in any Registration Statement, Prospectus or preliminary Prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made; provided, however, that the Issuer shall not be liable (i) in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus or preliminary Prospectus or notification or offering circular in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Stockholder (including, without limitation, the information provided pursuant to Section 3.2(b) or 3.3(b)), specifically for use in the preparation thereof and (ii) for any Liability if (1) the Issuer has notified such Stockholder to suspend use of the Prospectus pursuant to Section 3.5(a) or (b), (2) such Stockholder continues to use the relevant Prospectus notwithstanding such notice, and (3) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in the supplemented or amended Prospectus contemplated by Section 3.5(a) or (b).

15 contained in any Registration Statement, Prospectus or preliminary Prospectus or notification or offering circular (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading under the circumstances such statements were made; provided, however, that the Issuer shall not be liable (i) in any such case to the extent that any such Liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, Prospectus or preliminary Prospectus or notification or offering circular in reliance upon and in conformity with written information furnished to the Issuer by or on behalf of such Stockholder (including, without limitation, the information provided pursuant to Section 3.2(b) or 3.3(b)), specifically for use in the preparation thereof and (ii) for any Liability if (1) the Issuer has notified such Stockholder to suspend use of the Prospectus pursuant to Section 3.5(a) or (b), (2) such Stockholder continues to use the relevant Prospectus notwithstanding such notice, and (3) such Liability arises from or is based upon an untrue statement or alleged untrue statement of any material fact or omission to state a material fact that was cured in the supplemented or amended Prospectus contemplated by Section 3.5(a) or (b). (b) Indemnification by each Stockholder. Each Stockholder shall promptly furnish to the Issuer in writing such information with respect to such Stockholder and the distribution of the Registrable Securities as the Issuer may reasonably request or as may be required by law for use in connection with any Registration Statement or Prospectus and all information required to be disclosed in order to make the information previously furnished to the Issuer by such Stockholder not materially misleading or necessary to cause such Registration Statement not to omit a material fact with respect to such Stockholder necessary in order to make the statements therein not misleading. Each Stockholder agrees, severally but not jointly, to indemnify and hold harmless the Issuer, any underwriter retained by the Issuer, their respective directors, officers and other Affiliates and each Person who controls the Issuer or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the indemnity from the Issuer to such Stockholder under Section 3.3(a) but only with respect to information provided by such Stockholder or on such Stockholder's behalf expressly for use in the Registration Statement or Prospectus relating to the Registrable Securities; provided, however, that the liability of each Stockholder under this Section 3.3(b) shall be limited to the amount of net proceeds received by such Stockholder in the transaction giving rise to such Liability. (c) Notices of Claims, etc. Any Person entitled to indemnification under this Section 3.3 (each, an "Indemnified Party") agrees to give prompt written notice to each indemnifying party (each, an "Indemnifying Party") after the receipt by the Indemnified Party of any written notice of the commencement of any action, suit, proceeding or investigation or threat thereof made in writing for which the Indemnified Party intends to claim indemnification or contribution pursuant to this Agreement; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any Liability that it may have to the Indemnified Party hereunder (except to the extent that the Indemnifying Party forfeits substantive

16 rights or defenses by reason of such failure), and in no event shall such failure relieve the Indemnifying Party from any other Liability it may have to such Indemnified Party. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, (iii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (iv) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or presents a conflict of interest or (y) there may be one or more legal defenses available to the Indemnified Party which are different from, inconsistent with or additional to those available to the Indemnifying Party. In any of the cases specified in clauses (ii) and (iv) of the immediately preceding sentence, the Indemnifying Party shall not be

16 rights or defenses by reason of such failure), and in no event shall such failure relieve the Indemnifying Party from any other Liability it may have to such Indemnified Party. If notice of commencement of any such action is given to the Indemnifying Party as above provided, the Indemnifying Party shall be entitled to participate in and, to the extent it may wish, jointly with any other Indemnifying Party similarly notified, to assume the defense of such action at its own expense, with counsel chosen by it. The Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be paid by the Indemnified Party unless (i) the Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to assume the defense of such action, (iii) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (iv) the named parties to any such action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and such parties have been advised by such counsel that either (x) representation of such Indemnified Party and the Indemnifying Party by the same counsel would be inappropriate under applicable standards of professional conduct or presents a conflict of interest or (y) there may be one or more legal defenses available to the Indemnified Party which are different from, inconsistent with or additional to those available to the Indemnifying Party. In any of the cases specified in clauses (ii) and (iv) of the immediately preceding sentence, the Indemnifying Party shall not be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all Indemnified Parties. No Indemnifying Party shall be liable for any settlement entered into without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the consent of such Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Party is a party and indemnity has been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability for claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 3.3 shall for any reason be held by a court of competent jurisdiction to be unavailable to an Indemnified Party, in respect of any Liability, then, in lieu of the amount paid or payable under Section 3.3(a) or (b), as the case may be, the Indemnified Party and the Indemnifying Party shall contribute to the aggregate Liabilities in such proportion as is appropriate to reflect the relative fault of the Issuer and the prospective sellers of Registrable Securities covered by the Registration Statement in connection with the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations (the relative fault of the Issuer and such prospective sellers to be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer or such prospective sellers and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission). The parties hereto acknowledge that in no event shall the obligation of any Indemnifying Party to contribute under this Section 3.3(d) exceed the amount that such Indemnifying Party would have been obligated to pay by way of indemnification if the indemnification provided for under Section 3.3(a) or (b) had been available under the circumstances. The

17 Issuer and each Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 3.3(d) were determined by pro rata allocation (even if such Stockholders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this Section 3.3(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 3.3(d) are several in proportion to the relative value of their respective Registrable Securities covered by such Registration Statement and not joint. (e) Indemnification Payments. The indemnification and contribution required by this Section 3.3 shall be made by prompt periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 3.4 Transfer of Registration Rights.

17 Issuer and each Stockholder agree that it would not be just and equitable if contribution pursuant to this Section 3.3(d) were determined by pro rata allocation (even if such Stockholders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this Section 3.3(d). No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 3.3(d) are several in proportion to the relative value of their respective Registrable Securities covered by such Registration Statement and not joint. (e) Indemnification Payments. The indemnification and contribution required by this Section 3.3 shall be made by prompt periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 3.4 Transfer of Registration Rights. (a) Each Stockholder may transfer Registrable Securities with the associated registration rights under this Agreement to a Permitted Transferee or pledgee ("Pledgee") only if (1) such Permitted Transferee or Pledgee agrees in writing to be bound as a Stockholder by the provisions of this Agreement insofar as it pertains to the holding, owning and disposition of Registrable Securities and (2) immediately following such transfer or pledge, the further disposition of such Registrable Securities by such Permitted Transferee or Pledgee would be restricted under the Securities Act. (b) Upon any transfer of Registrable Securities other than as set forth in this Section 3.4, such securities shall no longer constitute Registrable Securities, except that any Registrable Securities that are pledged or made the subject of a Hedging Transaction, which Registrable Securities are not ultimately disposed of by the Stockholders pursuant to such pledge or Hedging Transaction shall, to the extent such securities remain "restricted securities" under the Securities Act, be deemed to remain "Registrable Securities" notwithstanding the release of such pledge or the completion of such Hedging Transaction. (c) If a Stockholder assigns its rights under this Agreement in connection with the transfer of less than all of its Registrable Securities, such Stockholder shall retain its rights under this Agreement with respect to its remaining Registrable Securities. If a Stockholder assigns its rights under this Agreement in connection with the transfer of all of its Registrable Securities, such Stockholder shall have no further obligations under this Agreement, except under Section 3.3, with respect to transactions occurring prior to such assignment. 3.5 Suspension of Sales. (a) The Issuer shall promptly notify each Stockholder selling securities pursuant to a Prospectus (1) upon discovery that, or upon the happening of any

18 event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or the occurrence of any event specified in clause (b) below; (2) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or (3) of any written request by the Commission for amendments to the Registration Statement or supplements or amendments to the Prospectus. In no event shall the Issuer be required, in such notice to the Stockholders, to set forth the details of any such event, order or request. Immediately following any such event (x) upon the request of the Issuer, each Stockholder shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such Stockholder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use all commercially reasonable efforts to, as promptly as practicable or in the case of an event specified in clause (b) below, by the end of the Deferral Period (as defined below), prepare and file a posteffective amendment to the Registration Statement or a supplement or amendment to the related Prospectus or

18 event as a result of which, the Prospectus or the Registration Statement includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or the occurrence of any event specified in clause (b) below; (2) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or (3) of any written request by the Commission for amendments to the Registration Statement or supplements or amendments to the Prospectus. In no event shall the Issuer be required, in such notice to the Stockholders, to set forth the details of any such event, order or request. Immediately following any such event (x) upon the request of the Issuer, each Stockholder shall suspend the use of the Prospectus and shall not sell any Registrable Securities until such Stockholder has received copies of the supplemented or amended Prospectus or until it is advised by the Issuer that the Prospectus may be used, and (y) the Issuer shall use all commercially reasonable efforts to, as promptly as practicable or in the case of an event specified in clause (b) below, by the end of the Deferral Period (as defined below), prepare and file a posteffective amendment to the Registration Statement or a supplement or amendment to the related Prospectus or any document that would be incorporated by reference into the Registration Statement and Prospectus so that the Registration Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and such Prospectus does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly thereafter deliver to the holders of the Registrable Securities a reasonable number of copies of the supplement or amendment of such Prospectus complying with the foregoing, and, in the case of a post-effective amendment to a Registration Statement, use all commercially reasonable efforts to cause it to be declared effective as promptly as is reasonably practicable. (b) The Issuer shall not be required to file any Registration Statement pursuant to this Agreement, file any amendment thereto, furnish any supplement or amendment to a Prospectus included in a Registration Statement pursuant to Section 3.2(a)(i) or 3.2(a)(ii), make any other filing with the Commission, cause any Registration Statement or other filing with the Commission to become effective, or take any similar action (collectively, "Registration Actions") and may withdraw any Registration Statement or other filing with the Commission, and any and all sales of Registrable Securities by a holder thereof pursuant to a Registration Statement shall be suspended: (i) if such Registration Action would, in the good-faith judgment of the Board of Directors, materially interfere with business activities or plans of the Issuer, or (ii) if such Registration Action would, in the good-faith judgment of the Board of Directors, require the disclosure of material non-public information which disclosure, in the good-faith judgment of the Board of Directors, would be detrimental to the Issuer or (iii) if such Registration Action would require the inclusion of audited financial statements of the Issuer that are not then available. Upon the occurrence of any condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 3.5(b), the Issuer shall give prompt notice thereof (which notice shall state whether it intends to delay any of the Registration Actions and/or suspend sales of Registrable Securities) to the

19 Stockholders. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 3.5(b), the Issuer shall give prompt notice to the holders of Registrable Securities and shall promptly proceed with the Registration Actions and make any other filing with the Commission required of it or terminate any suspension of sales it has put into effect and shall take all such other commercially reasonable actions to permit registered sales of Registrable Securities as contemplated by this Agreement. It is understood and agreed that the foregoing provisions of this Section 3.5(b) shall not prevent a sale or hedge pursuant to Rule 144 by a holder of Registrable Securities or pursuant to any other exemption from the registration requirements under the Securities Act. Notwithstanding anything to the contrary in this Section 3.5 (b), the Issuer may only delay Registration Actions or suspend sales of Registrable Securities for three periods (each, a "Deferral Period") of up to 120 days, in the aggregate, in any period of twelve consecutive months. In addition, no suspension pursuant to Section 3.5(b) shall be effective unless (x) each director and executive officer of the Issuer is also prohibited by the Issuer's insider trading policy or otherwise from making purchases and sales (other than those made pursuant to plans designed to comply with Rule 10b5-1(c)(1)(i) under the Exchange Act) by reason of the condition specified in the first sentence of Section 3.5(b) and (y) each other holder entitled to sell equity securities of the Issuer pursuant to registration rights under a selling stockholder prospectus is, or agrees to be, subject to deferral provisions substantially similar to or more restrictive than those contained in

19 Stockholders. Upon the termination of the condition described in clauses (i), (ii) or (iii) of the first sentence of this Section 3.5(b), the Issuer shall give prompt notice to the holders of Registrable Securities and shall promptly proceed with the Registration Actions and make any other filing with the Commission required of it or terminate any suspension of sales it has put into effect and shall take all such other commercially reasonable actions to permit registered sales of Registrable Securities as contemplated by this Agreement. It is understood and agreed that the foregoing provisions of this Section 3.5(b) shall not prevent a sale or hedge pursuant to Rule 144 by a holder of Registrable Securities or pursuant to any other exemption from the registration requirements under the Securities Act. Notwithstanding anything to the contrary in this Section 3.5 (b), the Issuer may only delay Registration Actions or suspend sales of Registrable Securities for three periods (each, a "Deferral Period") of up to 120 days, in the aggregate, in any period of twelve consecutive months. In addition, no suspension pursuant to Section 3.5(b) shall be effective unless (x) each director and executive officer of the Issuer is also prohibited by the Issuer's insider trading policy or otherwise from making purchases and sales (other than those made pursuant to plans designed to comply with Rule 10b5-1(c)(1)(i) under the Exchange Act) by reason of the condition specified in the first sentence of Section 3.5(b) and (y) each other holder entitled to sell equity securities of the Issuer pursuant to registration rights under a selling stockholder prospectus is, or agrees to be, subject to deferral provisions substantially similar to or more restrictive than those contained in Section 3.5(b). 3.6 Registration in Connection with Hedging Transactions. (a) The Issuer acknowledges that from time to time a Stockholder may seek to enter into one or more Hedging Transactions with a Hedging Counterparty. Notwithstanding anything to the contrary provided herein, the Issuer agrees that, in connection with any proposed Hedging Transaction, if, in the reasonable judgment of Stockholder Counsel (after good-faith consultation with counsel to the Issuer), it is necessary or desirable to register under the Securities Act such Hedging Transaction or sales or transfers (whether short or long) of Registrable Class Securities in connection therewith, then the Issuer shall use all commercially reasonable efforts to take such actions (which may include, among other things, the filing of a post-effective amendment to the Registration Statement to include additional or changed information that is material or is otherwise required to be disclosed, including, without limitation, a description of such Hedging Transaction, the name of the Hedging Counterparty, identification of the Hedging Counterparty or its Affiliates as underwriters or potential underwriters, if applicable, or any change to the Plan of Distribution) as may reasonably be required to register such Hedging Transactions or sales or transfers of Registrable Class Securities in connection therewith under the Securities Act in a manner consistent with the rights and obligations of the Issuer hereunder with respect to the registration of Registrable Securities. (b) The Issuer further agrees to include under the caption "Plan of Distribution" (or the equivalent caption) in each Registration Statement, and any related prospectus (to the extent such inclusion is permitted under applicable Commission regulations and is consistent with comments received from the Commission during any

20 Commission review of the Registration Statement), language in substantially the form of Annex A hereto and to include in each prospectus supplement filed in connection with any proposed Hedging Transaction language mutually agreed upon by the Issuer, the relevant Stockholder and the Hedging Counterparty describing such Hedging Transaction. (c) Any information regarding the Hedging Transaction included in a Registration Statement or Prospectus pursuant to this Section 3.6 shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 3.3. (d) If in connection with a Hedging Transaction a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding itself, the Plan of Distribution and like matters. (e) In addition, regardless of whether the Hedging Counterparty in any Hedging Transaction is considered under

20 Commission review of the Registration Statement), language in substantially the form of Annex A hereto and to include in each prospectus supplement filed in connection with any proposed Hedging Transaction language mutually agreed upon by the Issuer, the relevant Stockholder and the Hedging Counterparty describing such Hedging Transaction. (c) Any information regarding the Hedging Transaction included in a Registration Statement or Prospectus pursuant to this Section 3.6 shall be deemed to be information provided by the Stockholders selling Registrable Securities pursuant to such Registration Statement for purposes of Section 3.3. (d) If in connection with a Hedging Transaction a Hedging Counterparty or any Affiliate thereof is (or may be considered) an underwriter or selling stockholder, then it shall be required to provide customary indemnities to the Issuer regarding itself, the Plan of Distribution and like matters. (e) In addition, regardless of whether the Hedging Counterparty in any Hedging Transaction is considered under applicable law to be an underwriter, in any Hedging Transaction other than an OTC Hedging Transaction, where the aggregate Market Value of Registrable Securities proposed to be hedged is greater than $375 million, (i) the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) with respect to such Hedging Transaction, which firm shall be reasonably acceptable to the Stockholders holding a majority of the securities proposed to be included in such Hedging Transaction. To the extent that the Issuer has the right to select a nationally-recognized investment banking firm to act as a co-lead book-running Hedging Counterparty (or the equivalent) pursuant to this Section 3.6(e), the Stockholders proposing to effect such Hedging Transaction shall give the Issuer reasonable notice, taking into account the type of Hedging Transaction, of their intention to enter into such Hedging Transaction, which notice shall contain a reasonably detailed description of the terms of such Hedging Transaction. 3.7 Underwriting. In any underwritten public offering of Registrable Securities (other than an OTC Hedging Transaction) pursuant to a Registration Statement filed under this Agreement in which at least $500 million of Registrable Securities or all remaining Registrable Securities are proposed to be sold, (i) Stockholders holding a majority of the Registrable Securities to be sold pursuant to such offering shall have the right to select one nationally-recognized investment banking firm to act as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably acceptable to the Issuer; and (ii) the Issuer shall have the right to select only one nationally-recognized investment banking firm as a co-lead book running manager (or the equivalent) with respect to such offering, which firm shall be reasonably

21 acceptable to Stockholders holding a majority of the Registrable Securities to be sold pursuant to such offering. ARTICLE IV MISCELLANEOUS 4.1 Recapitalization, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Issuer Common Stock acquired by MediaOne pursuant to the Restructuring Agreement, (ii) any and all shares of voting common stock of the Issuer into which such shares of Issuer Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Issuer and (iii) any and all equity securities of the Issuer or any successor or assign or acquirer of the Issuer (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, such shares of Issuer Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The

21 acceptable to Stockholders holding a majority of the Registrable Securities to be sold pursuant to such offering. ARTICLE IV MISCELLANEOUS 4.1 Recapitalization, Exchanges, etc. The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Issuer Common Stock acquired by MediaOne pursuant to the Restructuring Agreement, (ii) any and all shares of voting common stock of the Issuer into which such shares of Issuer Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Issuer and (iii) any and all equity securities of the Issuer or any successor or assign or acquirer of the Issuer (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, such shares of Issuer Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Issuer shall cause any successor or assign or acquiror (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with each Stockholder on terms no less favorable to such Stockholder than the terms provided under this Agreement as a condition of any such transaction. 4.2 Notices. All notices, requests, claims and demands and other communications hereunder shall be in writing and shall be deemed duly delivered (i) four Business Days after being sent by registered or certified mail, return receipt requested, postage prepaid, or (ii) one Business Day after being sent by facsimile transmission (provided the sender retains confirmation thereof) or for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service, in each case to the intended recipient as set forth below: If to the Issuer, to: AOL Time Warner Inc. 75 Rockefeller Center Plaza New York, New York 10019 Attention: Executive Vice President and General Counsel Fax: (212) 258-3172 With a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, NY 10019 Attention: Robert B. Schumer Fax: (212) 757-3990

22
If to MediaOne prior to the closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52(nd) Street New York, New York 10019 Attention: Trevor Norwitz Fax: (212) 450-4800

22
If to MediaOne prior to the closing of the AT&T-Comcast Merger, to: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Corporate Secretary Fax: (908) 953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52(nd) Street New York, New York 10019 Attention: Trevor Norwitz Fax: (212) 450-4800 With a copy to: Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800 if to MediaOne following the closing of the AT&T-Comcast Merger, to: Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to: Davis Polk & Wardwell 405 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800

Any party to this Agreement may give any notice or other communication hereunder using any other means (including personal delivery, messenger service, telecopy or

23 ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the office of the party for whom it is intended during business hours on a Business Day in the place of receipt. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth. 4.3 Entire Agreement; No Inconsistent Agreement. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Issuer shall not hereafter enter into or amend any agreement with respect to its securities which would

23 ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it actually is received by the office of the party for whom it is intended during business hours on a Business Day in the place of receipt. Any party to this Agreement may change the address to which notices and other communications hereunder are to be delivered by giving the other parties to this Agreement notice in the manner herein set forth. 4.3 Entire Agreement; No Inconsistent Agreement. (a) This Agreement constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, or any of them, written or oral, with respect to the subject matter hereof. (b) The Issuer shall not hereafter enter into or amend any agreement with respect to its securities which would adversely affect the rights granted to the holders of Registrable Securities in this Agreement. 4.4 Further Assurances. Each of the parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or perform the provisions of this Agreement. 4.5 Other Agreements. Nothing contained in this Agreement shall be deemed to be a waiver of, or release from, any obligations any party hereto may have under any of the other Transaction Agreements. 4.6 No Third-Party Beneficiaries. Except as provided in Section 3.3, this Agreement is not intended, and shall not be deemed, to confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns or to otherwise create any third-party beneficiary hereto. 4.7 Assignment. This Agreement shall be binding upon and inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns and, with respect to each Stockholder, any Permitted Transferee. No assignment or transfer shall be effective hereunder unless and until the purported transferee executes and delivers an agreement, in form and substance reasonably acceptable to the parties, agreeing to be bound by the terms hereof. 4.8 Amendments and Waivers. Except as otherwise provided herein, the provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless consented to in writing by the Issuer and the Requisite Holders. 4.9 Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Issuer, be treated as the holder of such Registrable Securities for purposes of any request, consent, waiver or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any

24 determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Issuer may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 4.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the

24 determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Issuer may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 4.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified. In the event such court does not exercise the power granted to it in the prior sentence, the parties hereto agree to replace such invalid or unenforceable term or provision with a valid and enforceable term or provision that shall achieve, to the extent possible, the economic, business and other purposes of such invalid or unenforceable term. 4.11 Counterparts and Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Agreement may be executed and delivered by facsimile transmission. 4.12 Interpretation. When reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement, unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa. Any reference to any federal, state, local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." 4.13 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of laws provision or rule (whether of the State of

25 New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York. 4.14 Submission to Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.2 as to giving notice hereunder shall be deemed effective service of process on such party.

25 New York or any other jurisdiction) that would cause the application of laws of any jurisdictions other than those of the State of New York. 4.14 Submission to Jurisdiction. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought exclusively in any federal or state court located in the State and City of New York, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 4.2 as to giving notice hereunder shall be deemed effective service of process on such party. 4.15 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party shall be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy shall not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which the parties are entitled at law or in equity. 4.16 WAIVER OF JURY TRIAL. EACH OF THE ISSUER AND THE STOCKHOLDERS HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE ISSUER AND THE STOCKHOLDERS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

26 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. AOL TIME WARNER INC.
By: /s/ Spencer B. Hays ------------------------------Name: Spencer B. Hays Title: Senior Vice President

MEDIAONE OF COLORADO, INC.
By: /s/ Charles H. Noski ------------------------------Name: Charles H. Noski Title: Authorized Signatory

ANNEX A

26 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. AOL TIME WARNER INC.
By: /s/ Spencer B. Hays ------------------------------Name: Spencer B. Hays Title: Senior Vice President

MEDIAONE OF COLORADO, INC.
By: /s/ Charles H. Noski ------------------------------Name: Charles H. Noski Title: Authorized Signatory

ANNEX A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus.

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ARTICLE I 1.1 1.2 1.3 1.4 ARTICLE II

DEFINITIONS....................................................1 Certain Definitions............................................1 Capitalized Terms..............................................5 Successor Laws, Rules, Regulations and Forms...................5 Other Definitions..............................................5 REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS...........5

ANNEX A PLAN OF DISTRIBUTION A selling stockholder may also enter into hedging and/or monetization transactions. For example, a selling stockholder may: (a) enter into transactions with a broker-dealer or affiliate of a broker-dealer or other third party in connection with which that other party will become a selling stockholder and engage in short sales of the common stock under this prospectus, in which case the other party may use shares of common stock received from the selling stockholder to close out any short positions; (b) itself sell short common stock under this prospectus and use shares of common stock held by it to close out any short position; (c) enter into options, forwards or other transactions that require the selling stockholder to deliver, in a transaction exempt from registration under the Securities Act, common stock to a broker-dealer or an affiliate of a broker-dealer or other third party who may then become a selling stockholder and publicly resell or otherwise transfer that common stock under this prospectus; or (d) loan or pledge common stock to a broker-dealer or affiliate of a broker-dealer or other third party who may then become a selling stockholder and sell the loaned shares or, in an event of default in the case of a pledge, become a selling stockholder and sell the pledged shares, under this prospectus.

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ARTICLE I 1.1 1.2 1.3 1.4 ARTICLE II 2.1 2.2 2.3 ARTICLE III 3.1 3.2 3.3 3.4 3.5 3.6 3.7 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13

DEFINITIONS....................................................1 Certain Definitions............................................1 Capitalized Terms..............................................5 Successor Laws, Rules, Regulations and Forms...................5 Other Definitions..............................................5 REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS...........5 Representations and Warranties of MediaOne.....................5 Certain Acknowledgments of each Stockholder....................6 Representations and Warranties of the Issuer...................7 REGISTRATION RIGHTS............................................8 Shelf Registration.............................................8 Registration Procedures.......................................10 Indemnification...............................................14 Transfer of Registration Rights...............................17 Suspension of Sales...........................................17 Registration in Connection with Hedging Transactions..........19 Underwriting..................................................20 MISCELLANEOUS.................................................21 Recapitalization, Exchanges, etc..............................21 Notices.......................................................21 Entire Agreement; No Inconsistent Agreement...................23 Further Assurances............................................23 Other Agreements..............................................23 No Third-Party Beneficiaries..................................23 Assignment....................................................23 Amendments and Waivers........................................23 Nominees for Beneficial Owners................................23 Severability..................................................24 Counterparts and Signature....................................24 Interpretation................................................24 Governing Law.................................................24

TABLE OF CONTENTS
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ARTICLE I 1.1 1.2 1.3 1.4 ARTICLE II 2.1 2.2 2.3 ARTICLE III 3.1 3.2 3.3 3.4 3.5 3.6 3.7 ARTICLE IV 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16

DEFINITIONS....................................................1 Certain Definitions............................................1 Capitalized Terms..............................................5 Successor Laws, Rules, Regulations and Forms...................5 Other Definitions..............................................5 REPRESENTATIONS AND WARRANTIES AND CERTAIN COVENANTS...........5 Representations and Warranties of MediaOne.....................5 Certain Acknowledgments of each Stockholder....................6 Representations and Warranties of the Issuer...................7 REGISTRATION RIGHTS............................................8 Shelf Registration.............................................8 Registration Procedures.......................................10 Indemnification...............................................14 Transfer of Registration Rights...............................17 Suspension of Sales...........................................17 Registration in Connection with Hedging Transactions..........19 Underwriting..................................................20 MISCELLANEOUS.................................................21 Recapitalization, Exchanges, etc..............................21 Notices.......................................................21 Entire Agreement; No Inconsistent Agreement...................23 Further Assurances............................................23 Other Agreements..............................................23 No Third-Party Beneficiaries..................................23 Assignment....................................................23 Amendments and Waivers........................................23 Nominees for Beneficial Owners................................23 Severability..................................................24 Counterparts and Signature....................................24 Interpretation................................................24 Governing Law.................................................24 Submission to Jurisdiction....................................25 Remedies......................................................25 WAIVER OF JURY TRIAL..........................................25

EXHIBIT 10.15 EXECUTION COPY DISTRIBUTION AGREEMENT BY AND AMONG TIME WARNER ENTERTAINMENT COMPANY, L.P., WARNER COMMUNICATIONS INC. AND AOL TIME WARNER INC. DATED AS OF AUGUST 20, 2002

EXHIBIT 10.15 EXECUTION COPY DISTRIBUTION AGREEMENT BY AND AMONG TIME WARNER ENTERTAINMENT COMPANY, L.P., WARNER COMMUNICATIONS INC. AND AOL TIME WARNER INC. DATED AS OF AUGUST 20, 2002

TABLE OF CONTENTS

ARTICLE I ARTICLE II 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. 2.11. ARTICLE III 3.1. ARTICLE IV 4.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. ARTICLE V 5.1. ARTICLE VI 6.1. 6.2. 6.3. 6.4. 6.5. 6.6.

DEFINITIONS......................................................................... THE SEPARATION...................................................................... Transfer of Assets; Assumption of Liabilities; Redemption of Partnership Interests..... Disclaimer of Representations and Warranties........................................... Other Ancillary Agreements............................................................. Documents Relating to Transfer of Real Property Interests and Tangible Property Located Thereon................................................................................ Documents Relating to Other Transfers of Assets and Assumption of Liabilities.......... Governmental Approvals and Consents.................................................... Novation of TWE Non-Broadband Liabilities.............................................. Novation of Non-Transferred Liabilities................................................ Joint Purchasing Arrangements.......................................................... Intellectual Property Matters.......................................................... Employee Matters....................................................................... CONDITIONS.......................................................................... Conditions............................................................................. INDEMNIFICATION; TAXES.............................................................. Indemnification by AOLTW and Holdco.................................................... Indemnification by TWE................................................................. Indemnification Obligations Net of Insurance Proceeds and Other Amounts................ Procedures for Indemnification of Third Party Claims................................... Additional Matters..................................................................... Remedies Cumulative.................................................................... Survival of Indemnities................................................................ Tax Effects of Indemnification......................................................... Refunds................................................................................ INSURANCE........................................................................... Insurance Matters...................................................................... EXCHANGE OF INFORMATION; CONFIDENTIALITY............................................ Agreement for Exchange of Information.................................................. Ownership of Information............................................................... Compensation for Providing Information................................................. Record Retention....................................................................... Limitation of Liability................................................................ Other Agreements Providing for Exchange of Information.................................

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TABLE OF CONTENTS

ARTICLE I ARTICLE II 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. 2.11. ARTICLE III 3.1. ARTICLE IV 4.1. 4.2. 4.3. 4.4. 4.5. 4.6. 4.7. 4.8. 4.9. ARTICLE V 5.1. ARTICLE VI 6.1. 6.2. 6.3. 6.4. 6.5. 6.6.

DEFINITIONS......................................................................... THE SEPARATION...................................................................... Transfer of Assets; Assumption of Liabilities; Redemption of Partnership Interests..... Disclaimer of Representations and Warranties........................................... Other Ancillary Agreements............................................................. Documents Relating to Transfer of Real Property Interests and Tangible Property Located Thereon................................................................................ Documents Relating to Other Transfers of Assets and Assumption of Liabilities.......... Governmental Approvals and Consents.................................................... Novation of TWE Non-Broadband Liabilities.............................................. Novation of Non-Transferred Liabilities................................................ Joint Purchasing Arrangements.......................................................... Intellectual Property Matters.......................................................... Employee Matters....................................................................... CONDITIONS.......................................................................... Conditions............................................................................. INDEMNIFICATION; TAXES.............................................................. Indemnification by AOLTW and Holdco.................................................... Indemnification by TWE................................................................. Indemnification Obligations Net of Insurance Proceeds and Other Amounts................ Procedures for Indemnification of Third Party Claims................................... Additional Matters..................................................................... Remedies Cumulative.................................................................... Survival of Indemnities................................................................ Tax Effects of Indemnification......................................................... Refunds................................................................................ INSURANCE........................................................................... Insurance Matters...................................................................... EXCHANGE OF INFORMATION; CONFIDENTIALITY............................................ Agreement for Exchange of Information.................................................. Ownership of Information............................................................... Compensation for Providing Information................................................. Record Retention....................................................................... Limitation of Liability................................................................ Other Agreements Providing for Exchange of Information.................................

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6.7. 6.8. 6.9. ARTICLE VII 7.1. ARTICLE VIII 8.1. 8.2. ARTICLE IX 9.1. 9.2. 9.3. 9.4. 9.5. 9.6. 9.7. 9.8. 9.9. 9.10. 9.11. 9.12. 9.13. 9.14.

Production of Witnesses; Records; Cooperation.......................................... Confidentiality........................................................................ Protective Arrangements................................................................ FURTHER ASSURANCES.................................................................. Further Assurances..................................................................... TERMINATION......................................................................... Termination............................................................................ Effect of Termination.................................................................. MISCELLANEOUS....................................................................... Counterparts; Entire Agreement......................................................... Governing Law.......................................................................... Assignability.......................................................................... Jurisdiction........................................................................... WAIVER OF JURY TRIAL................................................................... Third Party Beneficiaries.............................................................. Notices................................................................................ Treatment of Advance-Newhouse.......................................................... Severability........................................................................... Public Announcements................................................................... Expenses............................................................................... Headings............................................................................... Waivers of Default..................................................................... Specific Performance...................................................................

6.7. 6.8. 6.9. ARTICLE VII 7.1. ARTICLE VIII 8.1. 8.2. ARTICLE IX 9.1. 9.2. 9.3. 9.4. 9.5. 9.6. 9.7. 9.8. 9.9. 9.10. 9.11. 9.12. 9.13. 9.14. 9.15. 9.16. 9.17.

Production of Witnesses; Records; Cooperation.......................................... Confidentiality........................................................................ Protective Arrangements................................................................ FURTHER ASSURANCES.................................................................. Further Assurances..................................................................... TERMINATION......................................................................... Termination............................................................................ Effect of Termination.................................................................. MISCELLANEOUS....................................................................... Counterparts; Entire Agreement......................................................... Governing Law.......................................................................... Assignability.......................................................................... Jurisdiction........................................................................... WAIVER OF JURY TRIAL................................................................... Third Party Beneficiaries.............................................................. Notices................................................................................ Treatment of Advance-Newhouse.......................................................... Severability........................................................................... Public Announcements................................................................... Expenses............................................................................... Headings............................................................................... Waivers of Default..................................................................... Specific Performance................................................................... Amendments............................................................................. Late Payments.......................................................................... Interpretation.........................................................................

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PAGE SCHEDULES: Schedule 1.28(a): Excluded Assets Schedule 1.29(c): Excluded Liabilities Schedule 1.80(e): TWE Franchises Schedule 1.80(h): TWE Systems Schedule 1.80(i): Actions Retained by TWE Schedule 1.80(n): Other Assets Retained by TWE Schedule 1.81 (c): Terminated/Divested/Discontinued Businesses Schedule 1.81(e): Businesses/Assets/Liabilities Retained by TWE Schedule 1.82(c): Contracts Retained by TWE Schedule 1.85(j): Other Liabilities Retained by TWE Schedule 1.87(a): Retained Real Property Schedule 2.1(g): TWE Partnership Interests Schedule 2.4(b): Leasehold Improvements, Etc. Retained by TWE Schedule 2.4(c): Leasehold Improvements, Etc. Transferred to Holdco Schedule 2.4(d): Transferred Real Property to be Leased or Subleased to TWE Schedule 2.4(e): Retained Real Property to be Leased or Subleased to Holdco -iii-

DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT, dated as of August 20, 2002, is by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), Warner Communications Inc., a Delaware corporation ("HOLDCO"), and AOL Time Warner Inc., a Delaware corporation ("AOLTW") (which is a party for purposes of Article IV only). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I. WHEREAS, pursuant to the Restructuring Agreement (the "RESTRUCTURING AGREEMENT"), dated as of the date hereof, by and among TWE, Holdco and the other parties named therein, the parties thereto agreed to, among other things, restructure TWE by distributing the TWE Non-Broadband Assets, subject to the TWE Non-Broadband Liabilities, to Holdco or other TWE Non-Broadband Members, in partial redemption of the

PAGE SCHEDULES: Schedule 1.28(a): Excluded Assets Schedule 1.29(c): Excluded Liabilities Schedule 1.80(e): TWE Franchises Schedule 1.80(h): TWE Systems Schedule 1.80(i): Actions Retained by TWE Schedule 1.80(n): Other Assets Retained by TWE Schedule 1.81 (c): Terminated/Divested/Discontinued Businesses Schedule 1.81(e): Businesses/Assets/Liabilities Retained by TWE Schedule 1.82(c): Contracts Retained by TWE Schedule 1.85(j): Other Liabilities Retained by TWE Schedule 1.87(a): Retained Real Property Schedule 2.1(g): TWE Partnership Interests Schedule 2.4(b): Leasehold Improvements, Etc. Retained by TWE Schedule 2.4(c): Leasehold Improvements, Etc. Transferred to Holdco Schedule 2.4(d): Transferred Real Property to be Leased or Subleased to TWE Schedule 2.4(e): Retained Real Property to be Leased or Subleased to Holdco -iii-

DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT, dated as of August 20, 2002, is by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), Warner Communications Inc., a Delaware corporation ("HOLDCO"), and AOL Time Warner Inc., a Delaware corporation ("AOLTW") (which is a party for purposes of Article IV only). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I. WHEREAS, pursuant to the Restructuring Agreement (the "RESTRUCTURING AGREEMENT"), dated as of the date hereof, by and among TWE, Holdco and the other parties named therein, the parties thereto agreed to, among other things, restructure TWE by distributing the TWE Non-Broadband Assets, subject to the TWE Non-Broadband Liabilities, to Holdco or other TWE Non-Broadband Members, in partial redemption of the general partnership and limited partnership interests in TWE (collectively, the "TWE PARTNERSHIP INTERESTS") held by Holdco; and WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect certain transactions contemplated by the Restructuring Agreement and certain other agreements that will govern certain matters relating to such transactions and the relationship of the parties hereto and their respective Subsidiaries following the Closing. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I DEFINITIONS For the purpose of this Agreement the following terms shall have the following meanings: 1.1. ACTION means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. 1.2. ADVANCE/NEWHOUSE means the Advance/Newhouse Partnership, a New York general partnership. 1.3. AFFILIATE means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other Equity Securities, by Contract or otherwise; and provided, further, that, unless otherwise specified, for

DISTRIBUTION AGREEMENT THIS DISTRIBUTION AGREEMENT, dated as of August 20, 2002, is by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE"), Warner Communications Inc., a Delaware corporation ("HOLDCO"), and AOL Time Warner Inc., a Delaware corporation ("AOLTW") (which is a party for purposes of Article IV only). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I. WHEREAS, pursuant to the Restructuring Agreement (the "RESTRUCTURING AGREEMENT"), dated as of the date hereof, by and among TWE, Holdco and the other parties named therein, the parties thereto agreed to, among other things, restructure TWE by distributing the TWE Non-Broadband Assets, subject to the TWE Non-Broadband Liabilities, to Holdco or other TWE Non-Broadband Members, in partial redemption of the general partnership and limited partnership interests in TWE (collectively, the "TWE PARTNERSHIP INTERESTS") held by Holdco; and WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect certain transactions contemplated by the Restructuring Agreement and certain other agreements that will govern certain matters relating to such transactions and the relationship of the parties hereto and their respective Subsidiaries following the Closing. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: ARTICLE I DEFINITIONS For the purpose of this Agreement the following terms shall have the following meanings: 1.1. ACTION means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal. 1.2. ADVANCE/NEWHOUSE means the Advance/Newhouse Partnership, a New York general partnership. 1.3. AFFILIATE means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person; provided that, for purposes of this definition, "control" (including with correlative meanings, the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other Equity Securities, by Contract or otherwise; and provided, further, that, unless otherwise specified, for purposes of this Agreement, no TWE Broadband Member or TWE Non-Broadband Member shall be deemed to be an Affiliate of any member of the other Group and no employee plan or employee plan trust shall be deemed an Affiliate of any employer or of any Affiliate of any employer.

1.4. AGREEMENT means this Distribution Agreement, including all of the Schedules and Exhibits hereto. 1.5. ANCILLARY AGREEMENTS means the Intellectual Property Agreement, the Patent Assignment, the Copyright and Technology Assignment, the Trademark and Service Mark Assignment and the Real Property Instruments. 1.6. AOLTW has the meaning set forth in the Preamble. 1.7. AOLTW BROADBAND PERMITTED INDEBTEDNESS has the meaning ascribed thereto in the Restructuring Agreement. 1.8. ASSETS means assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or

1.4. AGREEMENT means this Distribution Agreement, including all of the Schedules and Exhibits hereto. 1.5. ANCILLARY AGREEMENTS means the Intellectual Property Agreement, the Patent Assignment, the Copyright and Technology Assignment, the Trademark and Service Mark Assignment and the Real Property Instruments. 1.6. AOLTW has the meaning set forth in the Preamble. 1.7. AOLTW BROADBAND PERMITTED INDEBTEDNESS has the meaning ascribed thereto in the Restructuring Agreement. 1.8. ASSETS means assets, properties and rights (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person, including the following: (a) all accounting and other books, records and files whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other form; (b) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks, aircraft, rolling stock, vessels, motor vehicles and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property; (c) all inventories of materials, parts, raw materials, supplies, work-in-process and finished goods and products; (d) all interests in real property of whatever nature, including easements and rights of way, whether as owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, lessee, sublessee or otherwise, and copies of all related documentation; (e) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person; (f) all license agreements, leases of personal property, open purchase orders for raw materials, supplies, parts or services, unfilled orders for the manufacture and sale of products and other contracts, agreements or commitments; (g) all deposits, letters of credit and performance and surety bonds; (h) all written technical information, data, specifications, research and development information, engineering drawings, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties; (i) all domestic and foreign patents, copyrights, trade names, trademarks, service marks and registrations and applications for any of the foregoing, mask works, trade -2-

secrets, inventions, other proprietary information and licenses from third Persons granting the right to use any of the foregoing; (j) all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions; (k) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier

secrets, inventions, other proprietary information and licenses from third Persons granting the right to use any of the foregoing; (j) all computer applications, programs and other software, including operating software, network software, firmware, middleware, design software, design tools, systems documentation and instructions; (k) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, records pertaining to customers and customer accounts, customer and vendor data, correspondence and lists, product literature, artwork, design, development and manufacturing files, vendor and customer drawings, formulations and specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents; (l) all prepaid expenses, trade accounts and other accounts and notes receivable; (m) all rights under contracts or agreements, all claims or rights against any Person arising from the ownership of any Asset, all rights in connection with any bids or offers and all claims, choses in action or similar rights, whether accrued or contingent; (n) all insurance proceeds and rights under insurance policies and all rights in the nature of insurance, indemnification or contribution; (o) all licenses (including radio and similar licenses), permits, approvals and authorizations that have been issued by any Governmental Authority; (p) all cash or cash equivalents, bank accounts, lock boxes and other deposit arrangements; (q) copies of all documentation related to Insurance Policies; and (r) interest rate, currency, commodity or other swap, collar, cap or other hedging or similar agreements or arrangements. 1.9. AT&T means AT&T Corp., a New York corporation; provided, that, except as otherwise specifically provided herein, following consummation of the AT&T Comcast Merger, all references to AT&T shall mean AT&T Comcast and shall no longer mean AT&T Corp. 1.10. AT&T COMCAST means AT&T Comcast Corporation, a Pennsylvania corporation. 1.11. AT&T-COMCAST MERGER has the meaning ascribed thereto in the Restructuring Agreement. 1.12. AUTHORIZATION means any waiver, amendment, consent, approval, license, franchise, permit (including construction permits), certificate, exemption, variance or authorization of, expiration or termination of any waiting period requirement (including pursuant -3-

to the HSR Act) or other action by, or notice, filing, registration, qualification, declaration or designation with, any Person (including any Governmental Authority). 1.13. BENEFIT PLAN means any employee benefit plan, arrangement, policy or program (whether or not an employee benefit plan within the meaning of Section 3(3) of ERISA and whether or not written), including, without limitation, any employment, consulting or deferred compensation agreement, executive compensation, bonus, incentive, pension, profit-sharing, savings, retirement, stock option, stock purchase or severance pay plan, any life, health, disability or accident insurance plan or any holiday or vacation practice. 1.14. CLOSING has the meaning ascribed thereto in the Restructuring Agreement. 1.15. CODE means the Internal Revenue Code of 1986.

to the HSR Act) or other action by, or notice, filing, registration, qualification, declaration or designation with, any Person (including any Governmental Authority). 1.13. BENEFIT PLAN means any employee benefit plan, arrangement, policy or program (whether or not an employee benefit plan within the meaning of Section 3(3) of ERISA and whether or not written), including, without limitation, any employment, consulting or deferred compensation agreement, executive compensation, bonus, incentive, pension, profit-sharing, savings, retirement, stock option, stock purchase or severance pay plan, any life, health, disability or accident insurance plan or any holiday or vacation practice. 1.14. CLOSING has the meaning ascribed thereto in the Restructuring Agreement. 1.15. CODE means the Internal Revenue Code of 1986. 1.16. COMMUNICATIONS ACT means the Communications Act of 1934. 1.17. CONFIDENTIALITY AGREEMENTS has the meaning ascribed thereto in the Restructuring Agreement. 1.18. CONSENTS means any consents, waivers or approvals from, or notification requirements to, any third parties. 1.19. CONTRACT means any contract, lease, agreement, covenant, indenture, note, security, instrument, arrangement, commitment or any other binding understanding, whether written or oral. 1.20. COPYRIGHT AND TECHNOLOGY ASSIGNMENT means the Copyright and Technology Assignment, dated as of the date hereof, by and between TWE and Holdco. 1.21. DELAYED NON-TRANSFERRED ASSETS means any Non-Transferred Assets that are to be transferred after the Closing pursuant to Section 2.6 of this Agreement or pursuant to any Ancillary Agreement. 1.22. DELAYED TRANSFER ASSETS means any TWE Non-Broadband Assets that are to be transferred after the Closing pursuant to Section 2.6 of this Agreement or pursuant to any Ancillary Agreement. 1.23. ENVIRONMENTAL LAW means any Law (including common law) relating to pollution or the protection of public health, safety, welfare or the pollution, protection or restoration of the environment, including Laws relating to emissions, discharges, releases or threatened releases of Hazardous Substances into the environment (including ambient air, surface water, ground water or land) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances. 1.24. ENVIRONMENTAL LIABILITIES means all Liabilities relating to, arising out of or resulting from any Environmental Law or contract or agreement relating to environmental, health or safety matters (including all removal, remediation or cleanup costs, investigatory costs, governmental response costs, costs arising out of the actual or alleged violation of Environmental Laws, natural resources damages, property damages, personal injury damages, costs of compliance with any settlement, judgment or other determination of Liability and indemnity, -4-

contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith. 1.25. EQUITY SECURITY has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act of 1933 as in effect on the date hereof and, in any event, shall also include (i) any capital stock of a corporation, any partnership interest, any limited liability company interest and any other equity interest; (ii) any security or Indebtedness having the attendant right to vote for directors or similar representatives; (iii) any security or right convertible into, exchangeable for, or evidencing the right to subscribe for any such stock, equity interest, security or Indebtedness referred to in clause (i) or (ii); (iv) any stock appreciation right, contingent value right or similar security or right that is derivative of any such stock, equity interest, security or Indebtedness referred to in

contribution or similar obligations) and all costs and expenses, interest, fines, penalties or other monetary sanctions in connection therewith. 1.25. EQUITY SECURITY has the meaning ascribed to such term in Rule 405 promulgated under the Securities Act of 1933 as in effect on the date hereof and, in any event, shall also include (i) any capital stock of a corporation, any partnership interest, any limited liability company interest and any other equity interest; (ii) any security or Indebtedness having the attendant right to vote for directors or similar representatives; (iii) any security or right convertible into, exchangeable for, or evidencing the right to subscribe for any such stock, equity interest, security or Indebtedness referred to in clause (i) or (ii); (iv) any stock appreciation right, contingent value right or similar security or right that is derivative of any such stock, equity interest, security or Indebtedness referred to in clause (i), (ii) or (iii); and (v) any Contract to grant, issue, award, convey or sell any of the foregoing. 1.26. ERISA means the Employee Retirement Income Securities Act of 1974. 1.27. EXCEPTED THIRD PARTY CLAIM means a Third Party Claim (a) for injunctive or equitable relief against the Indemnitee or (b) in respect of which it is reasonably likely that, based on the financial condition of the Indemnifying Party and the maximum amount of Liability that could reasonably be expected to result from such Third Party Claim, the Indemnifying Party would not possess the financial resources to satisfy such Liability. 1.28. EXCLUDED ASSETS means (without duplication): (a) any Assets listed or described on Schedule 1.28(a); and (b) all cash and cash equivalents held by (A) TWE, (B) TWEAN or (C) any wholly-owned Subsidiaries of TWE that, in each case, are generated in compliance with the Restructuring Agreement and, as of the Closing, are legally and contractually available for transfer to Holdco. 1.29. EXCLUDED LIABILITIES means (without duplication) the following and, in each case, whether arising before, on or after the Closing: (a) any Liabilities arising out of, relating to or resulting from any consolidated Indebtedness of TWE other than the AOLTW Broadband Permitted Indebtedness; (b) all Liabilities arising out of, relating to or resulting from any Excluded Assets; and (c) any Liabilities listed or described on Schedule 1.29(c). 1.30. FRANCHISE means a written "franchise" within the meaning of Section 602(9) of the Communications Act. 1.31. FRANCHISE CONSENTS means the Authorization required from, by or with the relevant Franchising Authorities in respect of the Franchises for the Systems owned or operated by any TWE Broadband Member. -5-

1.32. FRANCHISING AUTHORITY means "franchising authority" within the meaning of Section 602(9) of the Communications Act. 1.33. GAAP means generally accepted accounting principles in the United States in effect from time to time. 1.34. GOVERNMENTAL APPROVALS means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority. 1.35. GOVERNMENTAL AUTHORITY means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency,

1.32. FRANCHISING AUTHORITY means "franchising authority" within the meaning of Section 602(9) of the Communications Act. 1.33. GAAP means generally accepted accounting principles in the United States in effect from time to time. 1.34. GOVERNMENTAL APPROVALS means any notices, reports or other filings to be made, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Authority. 1.35. GOVERNMENTAL AUTHORITY means any supranational, national, state, municipal or local government, political subdivision or other governmental department, court, commission, board, bureau, agency, instrumentality, or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority, whether domestic or foreign. 1.36. GROUP means the TWE Broadband Group or the TWE Non-Broadband Group as the context requires. Any Person in a Group may be referred to as a "MEMBER." 1.37. HAZARDOUS SUBSTANCES means (a) any "hazardous waste" as defined by the Resource Conservation and Recovery Act of 1976 (RCRA) (42 U.S.C. Sections 6901 et seq.); (b) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Sections 9601 et seq.) (CERCLA); (c) any substance regulated by the Toxic Substances Control Act (TSCA) (42 U.S.C. Section 2601 et seq.) or the Federal Insecticide, Fungicide and Rodenticide Act (FIFRA) (7 U.S.C. Section 136 et seq.); (d) asbestos or asbestos-containing material of any kind or character; (e) polychlorinated biphenyls; (f) any substances regulated under the provisions of Subtitle I of RCRA relating to underground storage tanks; (g) any substance the presence, use, handling, treatment, storage, release or disposal of which on real property owned or leased by TWE is regulated or prohibited by any Environmental Law; and (h) any other substance which by any Environmental Law requires special handling, reporting or notification of any Governmental Authority in its collection, storage, release, use, treatment or disposal. 1.38. HOLDCO has the meaning set forth in the Preamble. 1.39. HSR ACT means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. 1.40. INCOME TAXES means any Tax which is based upon, measured by, or calculated with respect to net income or profits (including alternative minimum Tax). 1.41. INDEBTEDNESS means, with respect to any Person, (a) any obligation of such Person (i) for borrowed money, (ii) evidenced by a bond, note, debenture or similar instrument for value received or in settlement of claims, (iii) under conditional sale or other title retention agreements relating to property acquired by such Person, (iv) for the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, or (v) under any lease or similar arrangement that would be required to be accounted for by the lessee as a capital lease in accordance with GAAP, or (b) without duplication, any guarantee (or keepwell agreement) by such Person of any Indebtedness of others described in -6-

clause (a); provided, that in no event shall Indebtedness include letters of credit that are performance or surety bonds or similar instruments issued in the ordinary course of business or disclosed pursuant to Schedule 1.85(j). 1.42. INDEMNIFICATION PAYMENT has the meaning set forth in Section 4.8(a). 1.43. INDEMNIFYING PARTY has the meaning set forth in Section 4.3(a). 1.44. INDEMNITEE has the meaning set forth in Section 4.3(a). 1.45. INDEMNITY PAYMENT has the meaning set forth in

clause (a); provided, that in no event shall Indebtedness include letters of credit that are performance or surety bonds or similar instruments issued in the ordinary course of business or disclosed pursuant to Schedule 1.85(j). 1.42. INDEMNIFICATION PAYMENT has the meaning set forth in Section 4.8(a). 1.43. INDEMNIFYING PARTY has the meaning set forth in Section 4.3(a). 1.44. INDEMNITEE has the meaning set forth in Section 4.3(a). 1.45. INDEMNITY PAYMENT has the meaning set forth in Section 4.3(a). 1.46. INFORMATION means information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, Contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product) and other technical, financial, employee or business information or data. 1.47. INSURANCE POLICIES means the insurance policies written by insurance carriers under which, prior to the Closing, any Member (or such Member's officers or directors) are insured parties, excluding insurance policies funding Benefit Plans. 1.48. INSURANCE PROCEEDS means those monies: (a) received by an insured from an insurance carrier; or (b) paid by an insurance carrier on behalf of an insured; in any such case net of any costs or expenses incurred in the collection thereof. 1.49. INTELLECTUAL PROPERTY AGREEMENT means the Intellectual Property Agreement, dated as of the date hereof, by and between TWE and Holdco. 1.50. IRS means the United States Internal Revenue Service. 1.51. JUDGMENT means any judicial decision, judgment, writ, order, injunction, stipulation, award or decree of any court, judge, justice or magistrate, including any bankruptcy court or judge or the arbitrator in any binding arbitration, and any order of or by any Governmental Authority. 1.52. LAW means any foreign or domestic law, statute, code, ordinance, rule, regulation, treaty, or Judgment, enacted, entered or promulgated by a Governmental Authority. 1.53. LIABILITIES means any and all losses, claims, charges, Indebtedness, demands, Actions, damages, obligations, payments, costs and expenses, bonds, indemnities and similar obligations, covenants, Contracts, controversies, omissions, make whole agreements and -7-

similar obligations, and other liabilities, including all Contractual obligations, whether due or to become due, absolute or contingent, inchoate or otherwise, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, determined or determinable, whenever arising, and including those arising under any Law, principles of common law or equity (including negligence and strict liability), Action, threatened or

similar obligations, and other liabilities, including all Contractual obligations, whether due or to become due, absolute or contingent, inchoate or otherwise, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, determined or determinable, whenever arising, and including those arising under any Law, principles of common law or equity (including negligence and strict liability), Action, threatened or contemplated Action (including the costs and expenses of demands, assessments, judgments, settlements and compromises relating thereto and attorneys' fees and any and all costs and expenses, whatsoever reasonably incurred in investigating, preparing or defending against any such Actions or threatened or contemplated Actions), order or consent decree of any Governmental Authority or any award of any arbitrator or mediator of any kind, and those arising under any Contract, commitment or undertaking, including those arising under this Agreement or any Ancillary Agreement or incurred by a party hereto or thereto in connection with enforcing its rights to indemnification hereunder or thereunder, in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person. 1.54. LIEN means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset. For purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset. 1.55. MASTER TRANSACTION AGREEMENT means the Master Transaction Agreement, dated as of August 1, 2002, by and among TWEAN, TWE, Paragon Communications, a Colorado general partnership, and Advance/Newhouse Partnership, a New York general partnership. 1.56. MEMBER has the meaning set forth in the definition of Group. 1.57. NON-INCOME TAXES shall mean all Taxes other than Income Taxes. For the avoidance of doubt, Non-Income Taxes shall include, but not be limited to, business and occupation, sales, use, ad valorem property, real property gains, real or personal property, intangibles, transfer, telecommunications, or similar Taxes. 1.58. NON-TRANSFERRED ASSETS means any TWE Broadband Assets held by the TWE Non-Broadband Group or any of its Members. 1.59. NON-TRANSFERRED LIABILITIES means any TWE Broadband Liabilities to which the TWE NonBroadband Group or any of its Members are subject. 1.60. PASS-THROUGH ENTITY means an entity which, for federal income tax purposes, is treated as a partnership, disregarded entity or a grantor trust or any entity treated similarly to any of the foregoing for federal income tax purposes. 1.61. PATENT ASSIGNMENT means the Patent Assignment, dated as of the date hereof, by and between TWE and Holdco. -8-

1.62. PERSON means an individual, corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization, including a Governmental Authority. 1.63. PRIME RATE means the rate that the Bank of New York (or any successor thereto or other major money center commercial bank agreed to by the parties hereto) announces from time to time as its prime lending rate, as in effect from time to time. 1.64. REAL PROPERTY INSTRUMENTS has the meaning set forth in Section 2.4(a). 1.65. RESTRUCTURING AGREEMENT has the meaning set forth in the Recitals. 1.66. SECURITY INTEREST means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on

1.62. PERSON means an individual, corporation, partnership, limited liability company, association, trust, joint venture or other entity or organization, including a Governmental Authority. 1.63. PRIME RATE means the rate that the Bank of New York (or any successor thereto or other major money center commercial bank agreed to by the parties hereto) announces from time to time as its prime lending rate, as in effect from time to time. 1.64. REAL PROPERTY INSTRUMENTS has the meaning set forth in Section 2.4(a). 1.65. RESTRUCTURING AGREEMENT has the meaning set forth in the Recitals. 1.66. SECURITY INTEREST means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, covenant, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever. 1.67. SELECTED BUSINESS has the meaning ascribed thereto in the Master Transaction Agreement. 1.68. SUBSIDIARY of any Person means any corporation or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly, owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided, however, that no Person that is not directly or indirectly wholly owned by any other Person shall be a Subsidiary of such other Person unless such other Person controls, or has the right, power or ability to control, that Person. 1.69. SYSTEM means a "cable television system" within the meaning of Section 602(7) of the Communications Act. 1.70. TAX RETURN shall mean any report, return or other information (including any attached schedules or any amendments to such report, return or other information) required to be supplied to or filed with a Governmental Authority with respect to any Tax, including an information return, claim for refund, amended return, declaration, or estimated Tax return, in connection with the determination, assessment, collection or administration of any Tax. 1.71. TAXES shall mean all forms of taxes, fees, imposts, levies or other assessments whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by any Governmental Authority and, without limiting the generality of the foregoing, shall include income, gross receipts, business and occupation, property, sales, use, license, excise, franchise, capital stock, employment, payroll, unemployment insurance, social security, stamp, environmental, value added, alternative or added minimum, ad valorem, trade, recording, withholding, occupation or transfer tax, custom or duty or other like governmental assessment or charge of any kind whatsoever, whether computed on a separate, consolidated, unitary, combined or any other basis, together with any related interest, penalties and additions imposed by any Governmental Authority. -9-

1.72. THIRD PARTY CLAIM has the meaning set forth in Section 4.4(a). 1.73. TRADEMARK AND SERVICE MARK ASSIGNMENT means the Trademark and Service Mark Assignment, dated as of the date hereof, by and between TWE and Holdco. 1.74. TRANSFEREE INDEMNIFICATION PAYMENT has the meaning set forth in Section 4.8(a). 1.75. TRANSFEROR INDEMNIFICATION PAYMENT has the meaning set forth in Section 4.8(a). 1.76. TRANSACTION AGREEMENTS has the meaning ascribed thereto in the Restructuring Agreement. 1.77. TWE has the meaning set forth in the Preamble.

1.72. THIRD PARTY CLAIM has the meaning set forth in Section 4.4(a). 1.73. TRADEMARK AND SERVICE MARK ASSIGNMENT means the Trademark and Service Mark Assignment, dated as of the date hereof, by and between TWE and Holdco. 1.74. TRANSFEREE INDEMNIFICATION PAYMENT has the meaning set forth in Section 4.8(a). 1.75. TRANSFEROR INDEMNIFICATION PAYMENT has the meaning set forth in Section 4.8(a). 1.76. TRANSACTION AGREEMENTS has the meaning ascribed thereto in the Restructuring Agreement. 1.77. TWE has the meaning set forth in the Preamble. 1.78. TWEAN means Time Warner Entertainment - Advance/Newhouse Partnership, a New York general partnership. 1.79. TWEAN RESTRUCTURING means the transactions contemplated by the Master Transaction Agreement. 1.80. TWE BROADBAND ASSETS means (without duplication): (a) any Assets existing on the date hereof, subject to any dispositions of such Assets subsequent to the date hereof in compliance with the terms of the Restructuring Agreement, that are primarily related to or primarily used in the TWE Broadband Business; (b) any Assets acquired subsequent to the date hereof, in compliance with the terms of the Restructuring Agreement, that are primarily related to the TWE Broadband Business; (c) any rights, benefits and privileges of any TWE Broadband Member under any TWE Broadband Contract, this Agreement and any Ancillary Agreement, including any Assets to be conveyed to any TWE Broadband Member under the terms of any Ancillary Agreement; (d) any interests in and rights with respect to Equity Securities in any TWE Broadband Member (other than TWE), unless disposed of after the date hereof in compliance with the terms of the Restructuring Agreement; (e) any Authorizations of TWE or any of its Subsidiaries that are primarily related to or primarily used in the TWE Broadband Business, including the rights, benefits, privileges or other interests of TWE and its Subsidiaries in any Franchises (including those set forth on Schedule 1.80(e)); (f) any TWE Broadband Real Property and related Assets referred to in Section 2.4(b); -10-

(g) any other Assets that are expressly identified by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be assigned to, or retained by, any TWE Broadband Member, and all rights of any TWE Broadband Member under this Agreement or any of the Ancillary Agreements following the Closing; (h) any Assets comprising, and any rights, benefits, privileges or other interests in, the Systems set forth on Schedule 1.80(h) and all other Systems owned, managed or operated directly or indirectly by TWE or its Subsidiaries; (i) any rights relating to, arising out of or resulting from any Actions primarily related to the TWE Broadband Business, including those listed on Schedule 1.80(i) that are primarily related to the TWE Broadband Business; (j) any monies, contracts or other funds relating to the participation of any current or former employees of TWE or its Subsidiaries who are or, in the case of former employees, were primarily employed in connection with the

(g) any other Assets that are expressly identified by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be assigned to, or retained by, any TWE Broadband Member, and all rights of any TWE Broadband Member under this Agreement or any of the Ancillary Agreements following the Closing; (h) any Assets comprising, and any rights, benefits, privileges or other interests in, the Systems set forth on Schedule 1.80(h) and all other Systems owned, managed or operated directly or indirectly by TWE or its Subsidiaries; (i) any rights relating to, arising out of or resulting from any Actions primarily related to the TWE Broadband Business, including those listed on Schedule 1.80(i) that are primarily related to the TWE Broadband Business; (j) any monies, contracts or other funds relating to the participation of any current or former employees of TWE or its Subsidiaries who are or, in the case of former employees, were primarily employed in connection with the TWE Broadband Business, in any Benefit Plan; (k) any interest in and rights with respect to any Equity Security in a joint venture or similar investment primarily related to the TWE Broadband Business (including, without limitation, the interest of TWE and its Subsidiaries in Road Runner Holdco LLC, a Delaware limited liability company, TWEAN, Texas Cable Partners, L.P., a Delaware limited partnership, Kansas City Cable Partners, a Colorado general partnership, or any joint venture the primary business of which is the ownership or management of Systems); (l) any interest in any other investments primarily related to the TWE Broadband Business; (m) any other Assets that are primarily used or primarily held for use in the TWE Broadband Business; and (n) any Assets listed or described on Schedule 1.80(n) that are primarily related to the TWE Broadband Business. Notwithstanding the foregoing, the TWE Broadband Assets shall not in any event include the Excluded Assets. 1.81. TWE BROADBAND BUSINESS means the businesses conducted directly or indirectly by TWE (either itself or through direct or indirect divisions, subsidiaries, affiliates, joint ventures or other investments, or any of their predecessors or successors) with, through, in or by (a) all of the business related to the ownership, management and operation of any Systems that are owned, managed or operated directly or indirectly by TWE or its Subsidiaries, including those set forth on Schedule 1.80(h) and any Systems divested by TWE or its Subsidiaries; (b) all of the business related to the ownership and operation of the Road Runner high speed data service business and TWE's interest in Road Runner Holdco LLC, a Delaware limited liability company; (c) any terminated, divested or discontinued businesses or operations that at the time of termination, divestiture or discontinuation primarily related to the TWE Broadband Business, including those listed on Schedule 1.81(c); (d) all of the businesses, Assets and Liabilities related to the ownership and operation of local news channels in the locations of the Systems described -11-

in clause (a); and (e) the businesses, Assets and Liabilities primarily related to the TWE Broadband Business, including the ownership interests in joint ventures that are primarily engaged in the TWE Broadband Business, including those listed or described on Schedule 1.81(e); provided that the TWE Broadband Business shall not include (x) any Assets disposed of or otherwise transferred from, or Liabilities discharged by, the TWE Broadband Group after the date hereof in compliance with the terms of the Restructuring Agreement or (y) the Excluded Assets or the Excluded Liabilities. 1.82. TWE BROADBAND CONTRACTS means the following Contracts to which TWE or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound (provided that any contract or agreement that is expressly contemplated to be assigned to or retained by any TWE Non-Broadband Member pursuant to any provision of this Agreement or any Ancillary Agreement shall not be considered a TWE Broadband Contract):

in clause (a); and (e) the businesses, Assets and Liabilities primarily related to the TWE Broadband Business, including the ownership interests in joint ventures that are primarily engaged in the TWE Broadband Business, including those listed or described on Schedule 1.81(e); provided that the TWE Broadband Business shall not include (x) any Assets disposed of or otherwise transferred from, or Liabilities discharged by, the TWE Broadband Group after the date hereof in compliance with the terms of the Restructuring Agreement or (y) the Excluded Assets or the Excluded Liabilities. 1.82. TWE BROADBAND CONTRACTS means the following Contracts to which TWE or any of its Subsidiaries is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound (provided that any contract or agreement that is expressly contemplated to be assigned to or retained by any TWE Non-Broadband Member pursuant to any provision of this Agreement or any Ancillary Agreement shall not be considered a TWE Broadband Contract): (a) any Contract that relates primarily to the TWE Broadband Business, including Contracts that may be extended, modified or terminated after the date hereof; (b) any Contract to the extent representing AOLTW Broadband Permitted Indebtedness; (c) any Contract listed or described on Schedule 1.82(c) that relates primarily to the TWE Broadband Business; (d) any Contract that pursuant to this Agreement or any Ancillary Agreement is otherwise to be expressly retained or assumed by any TWE Broadband Member; (e) this Agreement and the Ancillary Agreements, to the extent of the rights or obligations of any TWE Broadband Member hereunder or thereunder; and (f) the Master Transaction Agreement, including all of the Exhibits thereto. Any Contract between the TWE Broadband Business and the TWE Non-Broadband Business will be treated (i) as a TWE Broadband Contract with respect to the rights and obligations of the TWE Broadband Business and (ii) as a TWE Non-Broadband Contract with respect to the rights and obligations of the TWE Non-Broadband Business. 1.83. TWE BROADBAND GROUP means, unless otherwise specified (a) before the Closing, including at the time of determination of TWE Broadband Assets or TWE Broadband Liabilities, TWE (other than any divisions of TWE that are not primarily engaged in the TWE Broadband Business) and any direct or indirect Subsidiary of TWE primarily engaged in the TWE Broadband Business and (b) at or following the Closing, TWE and its Subsidiaries (including their respective successors and assigns). Any Person in the TWE Broadband Group may be referred to as a "TWE BROADBAND MEMBER." 1.84. TWE BROADBAND INDEMNITEES has the meaning set forth in Section 4.1. 1.85. TWE BROADBAND LIABILITIES means (without duplication) the following and, in each case, whether arising before, on or after the Closing: -12-

(a) any Liabilities existing on the date hereof, subject to any discharge of such Liabilities subsequent to the date hereof, that are primarily related to the TWE Broadband Business; (b) any Liabilities that are expressly identified by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained by, or assumed by, any TWE Broadband Member, subject to discharge of such Liabilities subsequent to the date hereof and all agreements, obligations and Liabilities of any TWE Broadband Member under this Agreement or any of the Ancillary Agreements; (c) any Liabilities relating to, arising out of or resulting from any TWE Broadband Contract;

(a) any Liabilities existing on the date hereof, subject to any discharge of such Liabilities subsequent to the date hereof, that are primarily related to the TWE Broadband Business; (b) any Liabilities that are expressly identified by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be retained by, or assumed by, any TWE Broadband Member, subject to discharge of such Liabilities subsequent to the date hereof and all agreements, obligations and Liabilities of any TWE Broadband Member under this Agreement or any of the Ancillary Agreements; (c) any Liabilities relating to, arising out of or resulting from any TWE Broadband Contract; (d) any Liabilities assumed, incurred or arising subsequent to the date hereof (including with respect to periods prior to the date hereof), that are primarily related to the TWE Broadband Business; (e) any Liabilities to the extent relating to, arising out of or resulting from any Actions related to the TWE Broadband Business, including those Actions listed on Schedule 1.80(i) to the extent related to the TWE Broadband Business; (f) any Liabilities, including any Environmental Liabilities and Liabilities for Non-Income Taxes and TWE Entity Level Income Taxes, primarily relating to: (i) the TWE Broadband Business, including the operation of the TWE Broadband Business, as conducted at any time prior to, on or after the Closing (including any such Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); (ii) the operation of any business conducted by any TWE Broadband Member at any time after the Closing (including any such Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); or (iii) any TWE Broadband Assets (including any TWE Broadband Contracts and any TWE Broadband Real Property); (g) any Liabilities relating to, arising out of, or resulting from any employee, employment activity or practice or Benefit Plan, with respect to any current or former employees of TWE or its Subsidiaries who are or, in the case of former employees, were primarily employed in connection with the TWE Broadband Business; (h) any Liability in respect of 55% of up to two months of accrued and unpaid management fee arising pursuant to Section 12.10 of the Original Partnership Agreement (as defined in the Restructuring Agreement); (i) any Liabilities arising out of, relating to or resulting from the AOLTW Broadband Permitted Indebtedness; and -13-

(j) any Liabilities listed or described on Schedule 1.85(j) that are primarily related to the TWE Broadband Business. Notwithstanding the foregoing, the TWE Broadband Liabilities shall not include the Excluded Liabilities. 1.86. TWE BROADBAND MEMBER has the meaning set forth in the definition of TWE Broadband Group. 1.87. TWE BROADBAND REAL PROPERTY means all right, title and interest in real property primarily used in connection with the TWE Broadband Business, wherever located, of TWE or any of its Subsidiaries, including: (a) the real property listed on Schedule 1.87(a) that is primarily used or primarily held for use in connection with the TWE Broadband Business, (b) all land (the "LAND") owned by TWE or any of its Subsidiaries and primarily used or primarily held for use in connection with the TWE Broadband Business, together with all buildings, structures and other improvements

(j) any Liabilities listed or described on Schedule 1.85(j) that are primarily related to the TWE Broadband Business. Notwithstanding the foregoing, the TWE Broadband Liabilities shall not include the Excluded Liabilities. 1.86. TWE BROADBAND MEMBER has the meaning set forth in the definition of TWE Broadband Group. 1.87. TWE BROADBAND REAL PROPERTY means all right, title and interest in real property primarily used in connection with the TWE Broadband Business, wherever located, of TWE or any of its Subsidiaries, including: (a) the real property listed on Schedule 1.87(a) that is primarily used or primarily held for use in connection with the TWE Broadband Business, (b) all land (the "LAND") owned by TWE or any of its Subsidiaries and primarily used or primarily held for use in connection with the TWE Broadband Business, together with all buildings, structures and other improvements (the "IMPROVEMENTS") now or hereafter located thereon (the Land and the Improvements, collectively, the "OWNED REAL PROPERTY"), (c) all real property leased, subleased or otherwise occupied by TWE or any of its Subsidiaries and primarily used or primarily held for use in connection with the TWE Broadband Business (the "LEASED REAL PROPERTY" and, together with the Owned Real Property, the "REAL PROPERTY"), (d) all easements, licenses, permits, rights of way, reservations, privileges, and other estates and rights of TWE or any of its Subsidiaries, either in gross or appurtenant pertaining to such Real Property or to any other real property and primarily used or primarily held for use in connection with the TWE Broadband Business, (e) all right, title and interest of TWE or any of its Subsidiaries in and to all strips and gores, all alleys adjoining land, and the land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining the Land to the center line thereof, and all right, title and interest of TWE or any of its Subsidiaries in and to any award made or to be made in lieu thereof and in and to any unpaid award for any taking by condemnation or any damages to the Owned Real Property by reason of any change of grade of any street, road or avenue, in each case, primarily used or primarily held for use in connection with the TWE Broadband Business, (f) all right, title and interest of any of TWE or any of its Subsidiaries in and to the airspace above the Real Property (and the rights to use such airspace) and any transferable development or similar rights appurtenant to the Real Property by allocation under applicable Laws, by zoning lot merger or otherwise and (g) all rights, licenses, easements, leases, indefeasible rights of use, title, attachment rights, authorizations and other rights pertaining to poles, conduits and cable primarily used or primarily held for use in connection with the TWE Broadband Business and held by TWE or any of its Subsidiaries. 1.88. TWE DISTRIBUTION has the meaning ascribed thereto in the Restructuring Agreement. 1.89. TWE ENTITY LEVEL INCOME TAXES shall mean Income Taxes of TWE or any entity owned directly or indirectly, in whole or in part, by TWE to the extent that such Income Taxes are imposed by Law on such entity and not passed through to its owners by reason of such entity being a Pass-Through Entity. 1.90. TWE NON-BROADBAND ASSETS means all Assets of TWE, including its ownership interest in its Subsidiaries and the TWE Non-Broadband Real Property but, in each case, excluding the TWE Broadband Assets; provided that, to the extent that any direct or -14-

indirect Subsidiary of TWE owns any assets other than TWE Broadband Assets, such other assets shall be deemed to be TWE Non-Broadband Assets hereunder, including for purposes of Section 2.1(c). Notwithstanding the foregoing, the TWE Non-Broadband Assets shall include the Excluded Assets. 1.91. TWE NON-BROADBAND BUSINESS means the businesses conducted (including any businesses or operations terminated, discontinued or divested) directly or indirectly by TWE (either itself or through direct or indirect divisions, subsidiaries, affiliates, joint ventures or other investments, or any of their predecessors or successors), other than the TWE Broadband Business. 1.92. TWE NON-BROADBAND CONTRACTS means any Contracts to which TWE or any of its Subsidiaries (which, for purposes of this definition, shall also include TWE Non-Broadband Members) is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound, except for the TWE

indirect Subsidiary of TWE owns any assets other than TWE Broadband Assets, such other assets shall be deemed to be TWE Non-Broadband Assets hereunder, including for purposes of Section 2.1(c). Notwithstanding the foregoing, the TWE Non-Broadband Assets shall include the Excluded Assets. 1.91. TWE NON-BROADBAND BUSINESS means the businesses conducted (including any businesses or operations terminated, discontinued or divested) directly or indirectly by TWE (either itself or through direct or indirect divisions, subsidiaries, affiliates, joint ventures or other investments, or any of their predecessors or successors), other than the TWE Broadband Business. 1.92. TWE NON-BROADBAND CONTRACTS means any Contracts to which TWE or any of its Subsidiaries (which, for purposes of this definition, shall also include TWE Non-Broadband Members) is a party or by which it or any of its Subsidiaries or any of their respective Assets is bound, except for the TWE Broadband Contracts. Any Contract between the TWE Broadband Business and the TWE Non-Broadband Business will be treated (i) as a TWE Broadband Contract with respect to the rights and obligations of the TWE Broadband Business and (ii) as a TWE Non-Broadband Contract with respect to the rights and obligations of the TWE Non-Broadband Business. 1.93. TWE NON-BROADBAND GROUP means (a) before the Closing, including at the time of determination of TWE Broadband Assets or TWE Broadband Liabilities, TWE (other than any divisions of TWE that are primarily engaged in the TWE Broadband Business) and any direct or indirect Subsidiary of TWE that is not a TWE Broadband Member and (b) at or following the Closing, Holdco and its Subsidiaries, including their respective successors and assigns but excluding TWE and its Subsidiaries. Any Person in the TWE NonBroadband Group may be referred to as a "TWE NON-BROADBAND MEMBER." 1.94. TWE NON-BROADBAND INDEMNITEES has the meaning set forth in Section 4.2. 1.95. TWE NON-BROADBAND LIABILITIES means all Liabilities of TWE and its Subsidiaries, including all Liabilities primarily relating to, arising out of or resulting from the TWE Non-Broadband Real Property but excluding the TWE Broadband Liabilities. Notwithstanding the foregoing, the TWE Non-Broadband Liabilities shall include the Excluded Liabilities. 1.96. TWE NON-BROADBAND MEMBER has the meaning set forth in the definition of TWE NonBroadband Group. 1.97. TWE NON-BROADBAND REAL PROPERTY means all right, title and interest in real property, wherever located, of TWE and its Subsidiaries, other than the TWE Broadband Real Property. 1.98. TWE PARTNERSHIP INTERESTS has the meaning set forth in the Recitals. -15-

ARTICLE II THE SEPARATION 2.1. TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES; REDEMPTION OF PARTNERSHIP INTERESTS (a) Subject to Section 2.1(h) and Section 3.1, at the Closing and immediately prior to the transactions contemplated in Section 2.1(c), TWE will cause the applicable TWE Non-Broadband Members to assign, transfer, convey and deliver to TWE (or to one or more TWE Broadband Members designated by TWE), and TWE (or such TWE Broadband Member(s)) will accept from such TWE Non-Broadband Members, all of each TWE Non-Broadband Member's respective right, title and interest in and to all of the Non-Transferred Assets, other than the Delayed Non-Transferred Assets. (b) Subject to Section 2.1(h) and Section 3.1, at the Closing and concurrently with the transactions contemplated in Section 2.1(a), TWE will cause the applicable TWE Non-Broadband Members to assign, transfer, convey and deliver to TWE (or one or more TWE Broadband Members designated by TWE) and TWE (or such TWE

ARTICLE II THE SEPARATION 2.1. TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES; REDEMPTION OF PARTNERSHIP INTERESTS (a) Subject to Section 2.1(h) and Section 3.1, at the Closing and immediately prior to the transactions contemplated in Section 2.1(c), TWE will cause the applicable TWE Non-Broadband Members to assign, transfer, convey and deliver to TWE (or to one or more TWE Broadband Members designated by TWE), and TWE (or such TWE Broadband Member(s)) will accept from such TWE Non-Broadband Members, all of each TWE Non-Broadband Member's respective right, title and interest in and to all of the Non-Transferred Assets, other than the Delayed Non-Transferred Assets. (b) Subject to Section 2.1(h) and Section 3.1, at the Closing and concurrently with the transactions contemplated in Section 2.1(a), TWE will cause the applicable TWE Non-Broadband Members to assign, transfer, convey and deliver to TWE (or one or more TWE Broadband Members designated by TWE) and TWE (or such TWE Broadband Member(s)) will assume and agree faithfully to perform and fulfill all the Non-Transferred Liabilities in accordance with their respective terms; provided that such Non-Transferred Liabilities shall not be assigned or otherwise transferred to the extent that such Non-Transferred Liabilities are already Liabilities of a TWE Broadband Member. TWE (or the TWE Broadband Member(s) receiving the corresponding Non-Transferred Assets) shall be responsible for all Non-Transferred Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by a Member of any Group or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates. (c) Subject to Section 2.1(i) and Section 3.1, at the Closing, TWE will assign, transfer, convey and deliver to Holdco (or one or more TWE Non-Broadband Members designated by Holdco), and will cause its applicable Subsidiaries to assign, transfer, convey and deliver to Holdco (or to such TWE Non-Broadband Member(s)), and Holdco (or such TWE Non-Broadband Member(s)) will accept from TWE and its applicable Subsidiaries, all of each TWE Broadband Member's respective right, title and interest in and to all of the TWE NonBroadband Assets, other than the Delayed Transfer Assets. (d) Subject to Section 2.1(i) and Section 3.1, at the Closing and concurrently with the transactions contemplated in Section 2.1(c), TWE will assign, transfer, convey and deliver to Holdco (or one or more TWE NonBroadband Members designated by Holdco), and will cause its applicable Subsidiaries to assign, transfer, convey and deliver to Holdco (or to such TWE Non-Broadband Member(s)), and Holdco (or such TWE NonBroadband Member(s)) will assume and agree faithfully to perform and fulfill all the TWE Non-Broadband Liabilities, in accordance with their respective terms; provided that such TWE Non-Broadband Liabilities shall not be assigned or otherwise transferred to the extent that such TWE Non-Broadband Liabilities are already Liabilities of a TWE Non-Broadband Member (other than TWE). Holdco (or the TWE Non-Broadband Member(s) receiving the corresponding TWE Non-Broadband Assets) -16-

shall be responsible for all TWE Non-Broadband Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by a Member of any Group or any of their respective Subsidiaries, directors, officers, employees or agents or Affiliates. (e) Each of the parties hereto agrees that the Delayed Transfer Assets and the Delayed Non-Transferred Assets will be assigned, transferred, conveyed and delivered in accordance with the terms of Section 2.6 or other agreements that provide for such assignment, transfer, conveyance and delivery after the Closing. The parties hereto further agree (i) that all such Delayed Transfer Assets and Delayed Non-Transferred Assets shall be

shall be responsible for all TWE Non-Broadband Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, misrepresentation or any other cause by a Member of any Group or any of their respective Subsidiaries, directors, officers, employees or agents or Affiliates. (e) Each of the parties hereto agrees that the Delayed Transfer Assets and the Delayed Non-Transferred Assets will be assigned, transferred, conveyed and delivered in accordance with the terms of Section 2.6 or other agreements that provide for such assignment, transfer, conveyance and delivery after the Closing. The parties hereto further agree (i) that all such Delayed Transfer Assets and Delayed Non-Transferred Assets shall be treated for all Tax purposes as assets of the beneficial owner and (ii) not to report or take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by a change in applicable Tax law or good faith resolution of a contest). Following the Closing, the Delayed Transfer Assets and Delayed NonTransferred Assets shall (except where the context otherwise requires) be treated for all purposes of this Agreement and the Ancillary Agreements as TWE Non-Broadband Assets and Non-Transferred Assets, respectively. (f) In the event that at any time or from time to time (whether prior to or after the Closing), any party hereto (or any Member of such party's respective Group) shall receive or otherwise possess any Asset that should have been assigned or transferred to or retained by any other Person pursuant to this Agreement or any Ancillary Agreement, such party shall promptly transfer, or cause to be transferred, such Asset to the Person so entitled thereto. Prior to any such transfer, the Person receiving or possessing such Asset shall hold such Asset in trust for any such other Person. (g) Subject to Section 3.1, at the Closing, certain of the TWE Partnership Interests held by Holdco will be redeemed as set forth on Schedule 2.1(g). (h) For the avoidance of doubt, the parties acknowledge and agree that any Non-Transferred Assets to be assigned, transferred, conveyed and delivered hereunder and any Non-Transferred Liabilities to be assumed hereunder, may, at the option of TWE, be transferred or assumed, as applicable, by transferring all of the Equity Securities in a Person that owns such Non-Transferred Assets or is subject to such Non-Transferred Liabilities, as applicable (provided that if such Person owns any TWE Non-Broadband Assets or is subject to any TWE Non-Broadband Liabilities, such TWE Non-Broadband Assets shall be transferred to a TWE Non-Broadband Member, and such TWE Non-Broadband Liabilities shall be assumed by a TWE Non-Broadband Member, in each case prior to the Closing), or by causing such Person to directly transfer such Non-Transferred Assets or assign such Non-Transferred Liabilities. (i) For the avoidance of doubt, the parties acknowledge and agree that any TWE Non-Broadband Assets to be assigned, transferred, conveyed and delivered hereunder and any TWE Non-Broadband Liabilities to be assumed hereunder, may, at the option of TWE, be transferred or assumed, as applicable, by transferring all of the Equity Securities in a Person that owns such TWE Non-Broadband Assets or is subject to such TWE NonBroadband Liabilities, as applicable (provided that if such Person owns any TWE Broadband Assets or is subject to any TWE Broadband Liabilities, such TWE Broadband Assets shall be transferred to a TWE -17-

Broadband Member, and such TWE Broadband Liabilities shall be assumed by a TWE Broadband Member, in each case prior to the Closing), or by causing such Person to directly transfer such TWE Non-Broadband Assets or assign such TWE Non-Broadband Liabilities. 2.2. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT OR IN ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN

Broadband Member, and such TWE Broadband Liabilities shall be assumed by a TWE Broadband Member, in each case prior to the Closing), or by causing such Person to directly transfer such TWE Non-Broadband Assets or assign such TWE Non-Broadband Liabilities. 2.2. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, IN THE RESTRUCTURING AGREEMENT OR IN ANY OTHER TRANSACTION AGREEMENT, (A) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY (INCLUDING ANY CONSENTS OR APPROVALS REQUIRED IN CONNECTION THEREWITH) OR THE BUSINESS, ASSETS, CONDITION OR PROSPECTS (FINANCIAL OR OTHERWISE) OF, OR ANY OTHER MATTER INVOLVING, THE ASSETS, BUSINESSES OR LIABILITIES OF TWE, HOLDCO, THE TWE NON-BROADBAND GROUP OR THE TWE BROADBAND GROUP; (B) ALL OF THE ASSETS TO BE RETAINED OR TRANSFERRED OR THE LIABILITIES TO BE RETAINED, ASSUMED OR TRANSFERRED IN ACCORDANCE WITH THIS AGREEMENT SHALL BE TRANSFERRED OR ASSUMED ON AN "AS IS, WHERE IS BASIS," AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE OR OTHERWISE ARE HEREBY EXPRESSLY DISCLAIMED, AND (C) NONE OF TWE, HOLDCO OR ANY OTHER PERSON MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INFORMATION, DOCUMENTS OR MATERIAL MADE AVAILABLE IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 2.3. OTHER ANCILLARY AGREEMENTS. On or prior to the Closing, each of TWE and Holdco will execute and deliver, and will cause its Subsidiaries to execute and deliver, all Ancillary Agreements to which such Person is a party. 2.4. DOCUMENTS RELATING TO TRANSFER OF REAL PROPERTY INTERESTS AND TANGIBLE PROPERTY LOCATED THEREON. (a) To the extent necessary, in furtherance of the assignment, transfer and conveyance of the TWE Broadband Real Property and the assumption of the related Non-Transferred Liabilities pursuant to Sections 2.1(a) and (b) and the assignment, transfer and conveyance of the TWE Non-Broadband Real Property and the assumption of the related TWE Non-Broadband Liabilities pursuant to Sections 2.1(c) and (d), at the Closing (to the extent practicable) or promptly thereafter in accordance with Article VII hereof, each of TWE and Holdco, or their applicable Subsidiaries, will execute and deliver such deeds, lease assignments and assumptions, leases, subleases and sub-subleases, transfer tax returns, affidavits and similar instruments as may be necessary to effect the transactions contemplated by this Agreement, including this Section 2.4 (collectively, the "REAL PROPERTY INSTRUMENTS"), provided that the Real Property Instruments need not be delivered to the extent that the TWE Non-Broadband Real Property is already owned by or held in the name of any TWE Non-Broadband Member or the TWE Broadband Real Property is wholly owned by, or held in the name of, any TWE Broadband Member. The applicable Real Property Instruments will be on mutually acceptable terms. (b) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement or on Schedule 2.4(b), all leasehold improvements, fixtures, furniture, -18-

office equipment, servers, private branch exchanges, artwork and other tangible property (other than equipment subject to capital or operating equipment leases, which will be transferred or retained based on whether the associated capital or operating equipment lease is or is not a TWE Non-Broadband Contract) located as of the date hereof on any TWE Non-Broadband Real Property shall be transferred to Holdco and included within the definition of TWE Non-Broadband Assets; provided that any such Assets that were acquired by or on behalf of a TWE Broadband Member and are primarily used or primarily held for use in the TWE Broadband Business shall not be considered TWE Non-Broadband Assets and shall not be transferred to Holdco. (c) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement or on Schedule 2.4(c), all leasehold improvements, fixtures, furniture, office equipment, servers, private branch exchanges, artwork and

office equipment, servers, private branch exchanges, artwork and other tangible property (other than equipment subject to capital or operating equipment leases, which will be transferred or retained based on whether the associated capital or operating equipment lease is or is not a TWE Non-Broadband Contract) located as of the date hereof on any TWE Non-Broadband Real Property shall be transferred to Holdco and included within the definition of TWE Non-Broadband Assets; provided that any such Assets that were acquired by or on behalf of a TWE Broadband Member and are primarily used or primarily held for use in the TWE Broadband Business shall not be considered TWE Non-Broadband Assets and shall not be transferred to Holdco. (c) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement or on Schedule 2.4(c), all leasehold improvements, fixtures, furniture, office equipment, servers, private branch exchanges, artwork and other tangible property (other than equipment subject to capital or operating equipment leases, which will be transferred or retained based on whether the associated capital or operating equipment lease is or is not a TWE Broadband Contract) located as of the date hereof on any TWE Broadband Real Property shall be retained by TWE and included within the definition of TWE Broadband Assets; provided that any such Assets that were acquired by or on behalf of a TWE Non-Broadband Member and are not primarily used or primarily held for use in the TWE Broadband Business shall not be considered TWE Broadband Assets and shall not be retained by TWE. (d) Any TWE Non-Broadband Real Property (including the TWE Non-Broadband Real Property listed on Schedule 2.4(d)) used in connection with both the TWE Broadband Business and the TWE Non-Broadband Business will be leased or subleased following the Closing by the relevant TWE Non-Broadband Member to the relevant TWE Broadband Member substantially on terms currently in effect for a reasonable transition period or such longer period as the parties may agree; provided that the terms of any such lease or sublease shall be subject to Section 7.6 of the Amended and Restated Partnership Agreement of TWE. (e) Any TWE Broadband Real Property (including the TWE Broadband Real Property listed on Schedule 2.4 (e)) used in connection with both the TWE Broadband Business and the TWE Non-Broadband Business will be leased or subleased following the Closing by the relevant TWE Broadband Member to the relevant TWE NonBroadband Member substantially on terms currently in effect for a reasonable transition period or such longer period as the parties may agree; provided that the terms of any such lease or sublease shall be subject to Section 7.6 of the Amended and Restated Partnership Agreement of TWE. 2.5. DOCUMENTS RELATING TO OTHER TRANSFERS OF ASSETS AND ASSUMPTION OF LIABILITIES. In furtherance of the assignment, transfer and conveyance of TWE Non-Broadband Assets and Non-Transferred Assets and the assumption of TWE Non-Broadband Liabilities, and Non-Transferred Liabilities pursuant to Section 2.1(a), (b), (c) and (d), simultaneously with the Closing or, to the extent not capable of being delivered at such time, as promptly as practicable thereafter, (a) TWE shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance, assignment and assumption as and to the extent necessary to evidence (i) the transfer, conveyance and assignment of all of the TWE Broadband Members' right, title and interest in and to the TWE Non-Broadband Assets to Holdco (or the TWE Non-Broadband Member designated by Holdco), to the extent required by -19-

Section 2.1(c) and (ii) the valid and effective assumption of the Non-Transferred Liabilities by TWE (or the TWE Broadband Member receiving the corresponding Non-Transferred Asset), to the extent required by Section 2.1 (b) and (b) Holdco shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance, assignment and assumption as and to the extent necessary to evidence (i) the transfer, conveyance and assignment of all of Holdco and the TWE Non-Broadband Members' right, title and interest in and to the Non-Transferred Assets to TWE (or the TWE Broadband Member designated by TWE), to the extent required by Section 2.1(a) and (ii) the valid and effective assumption of the TWE NonBroadband Liabilities by Holdco (or the TWE Non-Broadband Members receiving the corresponding Transferred Asset), to the extent required by Section 2.1(d).

Section 2.1(c) and (ii) the valid and effective assumption of the Non-Transferred Liabilities by TWE (or the TWE Broadband Member receiving the corresponding Non-Transferred Asset), to the extent required by Section 2.1 (b) and (b) Holdco shall execute and deliver, and shall cause its Subsidiaries to execute and deliver, such bills of sale, stock powers, certificates of title, assignments and assumptions of contracts and other instruments of transfer, conveyance, assignment and assumption as and to the extent necessary to evidence (i) the transfer, conveyance and assignment of all of Holdco and the TWE Non-Broadband Members' right, title and interest in and to the Non-Transferred Assets to TWE (or the TWE Broadband Member designated by TWE), to the extent required by Section 2.1(a) and (ii) the valid and effective assumption of the TWE NonBroadband Liabilities by Holdco (or the TWE Non-Broadband Members receiving the corresponding Transferred Asset), to the extent required by Section 2.1(d). 2.6. GOVERNMENTAL APPROVALS AND CONSENTS. (a) If and to the extent that the valid, complete and perfected transfer or assignment to Holdco (or the applicable TWE Non-Broadband Member) of any TWE Non-Broadband Assets (or from any TWE Non-Broadband Member of any Non-Transferred Assets held by such Member) would be a violation of applicable Laws or require any Consent or Governmental Approval in connection with the transactions contemplated by the Restructuring Agreement, then, unless Holdco (in the case of a TWE Non-Broadband Asset) or TWE (in the case of a Non-Transferred Asset) shall otherwise determine, the transfer or assignment to Holdco (or such TWE Non-Broadband Member) of such TWE Non-Broadband Assets or from any TWE Non-Broadband Member of such Non-Transferred Asset shall be automatically deemed deferred and any such purported transfer or assignment shall be null and void until such time as all legal impediments are removed and/or such Consents or Governmental Approvals have been made or obtained. Notwithstanding the foregoing, any such Delayed Transferred Asset or Delayed Non-Transferred Asset shall be deemed an Asset of the TWE Non-Broadband Group or the TWE Broadband Group, respectively, for purposes of determining whether any Liability is a TWE Non-Broadband Liability or a TWE Broadband Liability, respectively. (b) If the transfer or assignment of any Asset intended to be transferred or assigned hereunder is not consummated prior to or at the Closing, whether as a result of the provisions of Section 2.6(a) or for any other reason, then the Person retaining such Asset shall thereafter hold such Asset for the use and benefit, insofar as reasonably possible, of the Person entitled thereto (at the expense of the Person entitled thereto). In addition, the Person retaining such Asset shall take such other actions as may be reasonably requested by the Person to whom such Asset is to be transferred in order to place such Person, insofar as reasonably possible, in the same position as if such Asset had been transferred as contemplated hereby and so that all the benefits and burdens relating to such Assets including possession, use, risk of loss, potential for gain, and dominion, control and command over such TWE Non-Broadband Asset or Non-Transferred Assets, are to inure from and after the Closing to the TWE Non-Broadband Group or the TWE Broadband Group, respectively. To the extent permitted by Law and to the extent otherwise permissible in light of any required Consent and/or Governmental Approval, the TWE Non-Broadband Group, on the one hand, and the TWE Broadband Group, on the other, shall be entitled to, and shall be responsible for, the management of any TWE Non-Broadband Assets or Non-Transferred Asset, as the case may be, not yet transferred to it as a result of this Section 2.6(b) and the parties agree to use reasonable commercial efforts to cooperate and coordinate with respect thereto. -20-

(c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.6(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (d) The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset. 2.7. NOVATION OF TWE NON-BROADBAND LIABILITIES. (a) Each of TWE and Holdco, at the reasonable written request of the other, shall use its reasonable commercial efforts to obtain, or to cause to be obtained, any release, consent, substitution, approval or amendment required to novate and assign all obligations

(c) If and when the Consents and/or Governmental Approvals, the absence of which caused the deferral of transfer of any Asset pursuant to Section 2.6(a), are obtained, the transfer of the applicable Asset shall be effected in accordance with the terms of this Agreement and/or the applicable Ancillary Agreement. (d) The Person retaining an Asset due to the deferral of the transfer of such Asset shall not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced by the Person entitled to the Asset, other than reasonable out-of-pocket expenses, attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by the Person entitled to such Asset. 2.7. NOVATION OF TWE NON-BROADBAND LIABILITIES. (a) Each of TWE and Holdco, at the reasonable written request of the other, shall use its reasonable commercial efforts to obtain, or to cause to be obtained, any release, consent, substitution, approval or amendment required to novate and assign all obligations under agreements, leases, licenses and other obligations or Liabilities of any nature whatsoever that constitute TWE Non-Broadband Liabilities, or to obtain in writing the unconditional release of all parties to such arrangements other than Holdco (or the TWE Non-Broadband Member that received the corresponding TWE Non-Broadband Asset), so that, in any such case, Holdco (or such TWE Non-Broadband Member) will be solely responsible for such Liabilities; provided however, that none of the Members of any Group shall be obligated to pay any consideration or surrender, release or modify any rights or remedies therefor to any third party from whom such releases, consents, approvals, substitutions and amendments are requested, except as expressly set forth in the Restructuring Agreement or any other Transaction Agreement. (b) If TWE or Holdco is unable to obtain, or to cause to be obtained, any such required release, consent, substitution, approval or amendment, the applicable TWE Broadband Member shall continue to be bound by such Contracts, licenses and other obligations and, unless not permitted by Law or the terms thereof, the applicable TWE Non-Broadband Member shall, as agent or subcontractor for such TWE Broadband Member pay, perform and discharge fully all the obligations or other Liabilities of such TWE Broadband Member thereunder from and after the Closing. Holdco shall indemnify each TWE Broadband Indemnitee and hold it harmless against any Liabilities arising in connection therewith. TWE shall, without further consideration, pay and remit, or cause to be paid or remitted, to the applicable TWE Non-Broadband Member promptly all money, rights and other consideration received by it or any TWE Broadband Member in respect of such performance (unless any such consideration is a Non-Transferred Asset). If and when any such release, consent, substitution, approval or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, TWE shall thereafter assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any TWE Broadband Member to such TWE Non-Broadband Member without payment of further consideration and such TWE NonBroadband Member shall, without the payment of any further consideration, assume such rights and obligations. Notwithstanding the foregoing, unless TWE shall so elect in writing, Holdco shall assume, or cause the assumption of, all TWE Non-Broadband Liabilities as of the Closing, except for Liabilities of another TWE NonBroadband Member. 2.8. NOVATION OF NON-TRANSFERRED LIABILITIES. (a) Each of TWE and Holdco, at the reasonable written request of the other, shall use its reasonable commercial efforts -21-

to obtain, or to cause to be obtained, any release, consent, substitution, approval or amendment required to novate and assign all obligations under Contracts, licenses, and other obligations or Liabilities of any nature whatsoever that constitute Non-Transferred Liabilities by which any TWE Non-Broadband Member is bound, or to obtain in writing the unconditional release of all parties to such arrangements other than any TWE Broadband Member, so that, in any such case, TWE (or the TWE Broadband Member party to such arrangement) will be solely responsible for such Liabilities; provided, however, that none of the Members of any Group shall be obligated to pay any consideration therefor or surrender, release or modify any rights or remedies to any third party from whom such releases, consents, approvals, substitutions and amendments are requested, except as expressly set forth in the Restructuring Agreement or any other Transaction Agreement. (b) If TWE or Holdco is unable to obtain, or to cause to be obtained, any such required release, consent, approval, substitution or amendment, the applicable TWE Non-Broadband Member shall continue to be bound

to obtain, or to cause to be obtained, any release, consent, substitution, approval or amendment required to novate and assign all obligations under Contracts, licenses, and other obligations or Liabilities of any nature whatsoever that constitute Non-Transferred Liabilities by which any TWE Non-Broadband Member is bound, or to obtain in writing the unconditional release of all parties to such arrangements other than any TWE Broadband Member, so that, in any such case, TWE (or the TWE Broadband Member party to such arrangement) will be solely responsible for such Liabilities; provided, however, that none of the Members of any Group shall be obligated to pay any consideration therefor or surrender, release or modify any rights or remedies to any third party from whom such releases, consents, approvals, substitutions and amendments are requested, except as expressly set forth in the Restructuring Agreement or any other Transaction Agreement. (b) If TWE or Holdco is unable to obtain, or to cause to be obtained, any such required release, consent, approval, substitution or amendment, the applicable TWE Non-Broadband Member shall continue to be bound by such Contracts, licenses, and other obligations and, unless not permitted by Law or the terms thereof, the applicable TWE Broadband Member shall, as agent or subcontractor for such TWE Non-Broadband Member, pay, perform and discharge fully all the obligations or other Liabilities of such TWE Non-Broadband Member thereunder from and after the Closing. TWE shall indemnify each TWE Non-Broadband Indemnitee and hold each of them harmless against any Liabilities arising in connection therewith. Holdco shall cause each TWE NonBroadband Member, without further consideration, to pay and remit, or cause to be paid or remitted, to TWE or another TWE Broadband Member specified by TWE, promptly all money, rights and other consideration received by such TWE Non-Broadband Member in respect of such performance (unless any such consideration is a TWE Non-Broadband Asset). If and when any such consent, approval, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, Holdco shall promptly assign, or cause to be assigned, all of its rights, obligations and other Liabilities thereunder or any rights or obligations of any TWE Non-Broadband Member to such TWE Broadband Member without payment of further consideration and such TWE Broadband Member shall, without the payment of further consideration, assume such rights and obligations. Notwithstanding the foregoing, unless Holdco shall so elect in writing, TWE shall assume or cause the assumption of the NonTransferred Liabilities as of the Closing, except for Liabilities of another TWE Broadband Member. 2.9. JOINT PURCHASING ARRANGEMENTS. (a) In the case of existing purchasing Contracts of TWE that prior to the Closing provide the TWE Broadband Group and the TWE Non-Broadband Group with volume discounts, until terminated by either TWE or Holdco, the parties agree to use their respective commercially reasonable efforts so that to the extent permitted under the terms of such existing agreements, after the Closing, the Members of each Group shall continue to be able to make purchases and obtain the benefits of the volume discounts. In the case of any other existing purchasing Contracts, the parties will, at the request of either party and subject to applicable law, cooperate reasonably in seeking modifications to such Contracts or alternative or substitute Contracts so that, to the extent practicable after the Closing, until terminated by either TWE or Holdco, the Members of each Group shall be able to make purchases and obtain the benefits of the volume discounts. Notwithstanding the foregoing, but subject to the terms of any TWE Broadband Contract or TWE NonBroadband Contract, no Member of any Group shall be required to commit to any additional purchases or other -22-

obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable the other party's Subsidiaries, with respect to any losses or claims arising from such first party's, or such first party's Subsidiaries', own purchases, commitments or other obligations under any such Contracts. (b) Subject to applicable law, each party will, if requested by the other party, use reasonable commercial efforts to cooperate with each other and, as applicable, with each other's Subsidiaries, to coordinate and combine their purchases in cases where they purchase common supplies or use the same supplier, in each case until terminated by either TWE or Holdco and to the extent permitted by Law from time to time. It is the intent of the parties that this coordination and cooperation will be focused on achieving more favorable pricing and terms for such supplies and from such suppliers by aggregating the combined purchases of the parties and their Subsidiaries. Notwithstanding the foregoing, no party shall be obligated to make, or cause its Subsidiaries to make, any specific purchases or to use any specific supplier except to the extent (i) it, or one of its Subsidiaries, has previously committed to make a specific purchase or to use a specific supplier or (ii) subsequent to the date of

obligations, make any payments or waive any rights in order to effect the foregoing. Each party hereby agrees to indemnify and hold harmless the other party, and if applicable the other party's Subsidiaries, with respect to any losses or claims arising from such first party's, or such first party's Subsidiaries', own purchases, commitments or other obligations under any such Contracts. (b) Subject to applicable law, each party will, if requested by the other party, use reasonable commercial efforts to cooperate with each other and, as applicable, with each other's Subsidiaries, to coordinate and combine their purchases in cases where they purchase common supplies or use the same supplier, in each case until terminated by either TWE or Holdco and to the extent permitted by Law from time to time. It is the intent of the parties that this coordination and cooperation will be focused on achieving more favorable pricing and terms for such supplies and from such suppliers by aggregating the combined purchases of the parties and their Subsidiaries. Notwithstanding the foregoing, no party shall be obligated to make, or cause its Subsidiaries to make, any specific purchases or to use any specific supplier except to the extent (i) it, or one of its Subsidiaries, has previously committed to make a specific purchase or to use a specific supplier or (ii) subsequent to the date of this Agreement, it, or one of its Subsidiaries, makes a commitment for a specific purchase or to use a specific supplier. Each party will be responsible for its own and its Subsidiaries' commitments and its own and its Subsidiaries' purchases and other obligations made under any common or shared Contracts with suppliers and will, in respect of such commitments, purchases or other obligations, indemnify and hold harmless the other party and the other party's Subsidiaries that use such Contracts. 2.10. INTELLECTUAL PROPERTY MATTERS. To the extent that this Agreement or any Ancillary Agreement contains provisions which purport to cover or address any matter addressed in the Intellectual Property Agreement, the Patent Assignment, the Copyright and Technology Assignment or the Trademark and Service Mark Assignment, the Intellectual Property Agreement, the Patent Assignment, the Copyright and Technology Assignment and the Trademark and Service Mark Assignment, respectively, shall prevail. 2.11. EMPLOYEE MATTERS. As of the Closing, TWE and its Subsidiaries shall employ no individuals other than employees who are primarily employed in connection with the TWE Broadband Business. As of the Closing, all employees of TWE and its Subsidiaries (including individuals on a leave of absence, short term disability or long term disability) who are not primarily employed in connection with the TWE Broadband Business shall become employees of Holdco or its Subsidiaries. Holdco and its Subsidiaries shall take such actions as are reasonably necessary to effectuate the transfers of employment contemplated by this Section 2.11, including, without limitation, making a general offer of employment. The parties hereto shall take all steps reasonably necessary to give effect to the intent of this Section 2.11 and shall take no actions that would interfere therewith. ARTICLE III CONDITIONS 3.1. CONDITIONS. The obligations of each party hereto to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver of the conditions set forth in Article IX of the Restructuring Agreement. -23-

ARTICLE IV INDEMNIFICATION; TAXES 4.1. INDEMNIFICATION BY AOLTW AND HOLDCO. (a) Except as provided in Section 4.3, following the Closing, AOLTW and Holdco, on a joint and several basis, shall indemnify, defend and hold harmless TWE, each TWE Broadband Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE BROADBAND INDEMNITEES"), from and against any and all Liabilities of the TWE Broadband Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereof: (i) the failure of Holdco or any other TWE Non-Broadband Member or any other Person to pay, perform or

ARTICLE IV INDEMNIFICATION; TAXES 4.1. INDEMNIFICATION BY AOLTW AND HOLDCO. (a) Except as provided in Section 4.3, following the Closing, AOLTW and Holdco, on a joint and several basis, shall indemnify, defend and hold harmless TWE, each TWE Broadband Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE BROADBAND INDEMNITEES"), from and against any and all Liabilities of the TWE Broadband Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereof: (i) the failure of Holdco or any other TWE Non-Broadband Member or any other Person to pay, perform or otherwise promptly discharge any TWE Non-Broadband Liabilities in accordance with their respective terms; (ii) the TWE Non-Broadband Business, including the operation thereof; (iii) any breach by Holdco or any TWE Non-Broadband Member of this Agreement or any of the Ancillary Agreements; and (iv) any Third Party Claim in respect of any TWE Non-Broadband Liability. (b) Notwithstanding the foregoing, AOLTW in its sole discretion can elect at any time upon written notice to TWE to terminate this Section 4.1 with respect to Holdco (and only with respect to Holdco) and release Holdco from any and all of its obligations under this Section 4.1, and TWE shall execute and deliver all instruments reasonably requested by AOLTW to evidence such release and termination. 4.2. INDEMNIFICATION BY TWE. Except as provided in Section 4.3, following the Closing, TWE shall indemnify, defend and hold harmless Holdco, each TWE Non-Broadband Member and each of their respective partners, directors, officers, agents and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "TWE NON-BROADBAND INDEMNITEES"), from and against any and all Liabilities of the TWE Non-Broadband Indemnitees relating to, arising out of or resulting from any of the following items (without duplication), whether arising prior to or after the Closing or the date hereof: (a) the failure of TWE or any other TWE Broadband Member or any other Person to pay, perform or otherwise promptly discharge any TWE Broadband Liabilities (including any Non-Transferred Liabilities) in accordance with their respective terms; (b) the TWE Broadband Business, including the operation thereof; (c) any breach by TWE or any other TWE Broadband Member of this Agreement or any of the Ancillary Agreements; and -24-

(d) any Third Party Claim in respect of any TWE Broadband Liability. 4.3. INDEMNIFICATION OBLIGATIONS NET OF INSURANCE PROCEEDS AND OTHER AMOUNTS. (a) The parties intend that any indemnification or reimbursement obligation pursuant to this Agreement or any Ancillary Agreement will be net of Insurance Proceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party (an "INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification hereunder (an "INDEMNITEE") will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in reduction of the related Liability. If an Indemnitee receives a payment (an "INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the

(d) any Third Party Claim in respect of any TWE Broadband Liability. 4.3. INDEMNIFICATION OBLIGATIONS NET OF INSURANCE PROCEEDS AND OTHER AMOUNTS. (a) The parties intend that any indemnification or reimbursement obligation pursuant to this Agreement or any Ancillary Agreement will be net of Insurance Proceeds that actually reduce the amount of the Liability. Accordingly, the amount which any party (an "INDEMNIFYING PARTY") is required to pay to any Person entitled to indemnification hereunder (an "INDEMNITEE") will be reduced by any Insurance Proceeds theretofore actually recovered by or on behalf of the Indemnitee in reduction of the related Liability. If an Indemnitee receives a payment (an "INDEMNITY PAYMENT") required by this Agreement from an Indemnifying Party in respect of any Liability and subsequently receives Insurance Proceeds, then the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds had been received, realized or recovered before the Indemnity Payment was made. (b) An insurer who would otherwise be obligated to defend or make payment in response to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a "windfall" (i.e., a benefit it would not be entitled to receive in the absence of the indemnification provisions) by virtue of the indemnification provisions hereof. (c) With respect to the rights and obligations described in clauses (a) and (b) of this Section 4.3, the parties agree to act in good faith and to use their reasonable best efforts to preserve and maximize the insurance benefits due to be provided thereunder and to cooperate with one another as necessary to permit each other to access or obtain the benefits under those policies, provided, however, that nothing in this Section 4.3 shall be construed to prevent any party or any other Person from asserting claims for insurance benefits or accepting insurance benefits provided by the policies. The parties agree to exchange information upon reasonable request of the other party regarding requests that they have made for insurance benefits, notices of claims, occurrences and circumstances that they have submitted to the insurance companies or other entities managing the policies, responses they have received from those insurance companies or entities, including any payments they have received from the insurance companies and any agreements by the insurance companies to make payments, and any other information that the parties may need to determine the status of the insurance policies and the continued availability of benefits thereunder. 4.4. PROCEDURES FOR INDEMNIFICATION OF THIRD PARTY CLAIMS. (a) If an Indemnitee shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) who is not a Member of either Group of any claim or of the commencement by any such Person of any Action (collectively, a "THIRD PARTY CLAIM") with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnitee pursuant to Section 4.1 or 4.2, or any other Section of this Agreement or any Ancillary Agreement (except as otherwise provided therein), such Indemnitee shall give such Indemnifying Party written notice thereof promptly after receipt of notice or senior executives actually becoming aware of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail. Notwithstanding the foregoing, the failure of any Indemnitee to give notice as provided in this Section 4.4(a) shall not relieve the related Indemnifying Party of -25-

its obligations under this Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and, except as set out in clause (e), below, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (provided such counsel is reasonably acceptable to the Indemnitee), any Third Party Claim; provided that notwithstanding the foregoing, an Indemnitee may elect to defend any Excepted Third Party Claim and the Indemnifying Party shall have the right to elect to defend such Excepted Third Party Claim only if the Indemnitee does not elect to do so. Within 30 days after the receipt of notice from an Indemnitee in accordance with Section 4.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the

its obligations under this Agreement or any Ancillary Agreement, except to the extent that such Indemnifying Party is actually prejudiced by such failure to give notice. (b) An Indemnifying Party may elect to defend (and, except as set out in clause (e), below, unless the Indemnifying Party has specified any reservations or exceptions, to seek to settle or compromise), at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (provided such counsel is reasonably acceptable to the Indemnitee), any Third Party Claim; provided that notwithstanding the foregoing, an Indemnitee may elect to defend any Excepted Third Party Claim and the Indemnifying Party shall have the right to elect to defend such Excepted Third Party Claim only if the Indemnitee does not elect to do so. Within 30 days after the receipt of notice from an Indemnitee in accordance with Section 4.4(a) (or sooner, if the nature of such Third Party Claim so requires), the Indemnifying Party shall notify the Indemnitee of its election whether the Indemnifying Party will assume responsibility for defending such Third Party Claim, which election shall specify any reservations or exceptions. After notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnitee, except as set forth in the next sentence. In the event that the Indemnifying Party has elected to assume the defense of the Third Party Claim but has specified and continues to assert, any reservations or exceptions in such notice, then, in any such case, the reasonable fees and expenses of one separate counsel (and one separate local counsel) for all Indemnitees shall be borne by the Indemnifying Party. (c) If an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnitee of its election as provided in Section 4.4(b), or in the case of an Excepted Third Party Claim, such Indemnitee may defend such Third Party Claim at the reasonable cost and expense of the Indemnifying Party. (d) Unless the Indemnifying Party has failed to assume the defense of the Third Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third Party Claim (including any Excepted Third Party Claim) without the consent of the Indemnifying Party (not to be unreasonably withheld), unless such Indemnitee has waived any rights to indemnification hereunder in respect of such Third Party Claim. (e) Without the consent of the Indemnitee (which consent shall not be unreasonably withheld), the Indemnifying Party shall not enter into or consent to any settlement or compromise of the Third Party Claim, unless such settlement or compromise involves only the payment of money damages concurrently with such settlement (and such amount is so paid by the Indemnifying Party), does not impose any equitable relief upon the Indemnitee or any of its Affiliates, or any of its or their respective officers or directors and contains an unconditional release of the Indemnitee, each of its Affiliates and each of its and their respective officers or directors in respect of such claim. 4.5. ADDITIONAL MATTERS. (a) Any claim on account of a Liability that does not result from a Third Party Claim shall be asserted by written notice given by the Indemnitee to the related Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto (or sooner, if the nature of such claim so requires). If such Indemnifying Party does not respond within such period, such Indemnifying -26-

Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party. (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other person but only to the extent of such payment. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the reasonable cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim.

Party shall be deemed to have refused to accept responsibility to make payment. If such Indemnifying Party does not respond within such period or rejects such claim in whole or in part, such Indemnitee shall be free to pursue such remedies as may be available to such party. (b) In the event of payment by or on behalf of any Indemnifying Party to any Indemnitee in connection with any Third Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnitee as to any events or circumstances in respect of which such Indemnitee may have any right, defense or claim relating to such Third Party Claim against any claimant or plaintiff asserting such Third Party Claim or against any other person but only to the extent of such payment. Such Indemnitee shall cooperate with such Indemnifying Party in a reasonable manner, and at the reasonable cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defense or claim. (c) In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnitee (in the case where the Indemnifying Party has not specified any reservations or exceptions) or Indemnifying Party shall so request, the parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Action as set forth in Section 4.4 and the Indemnifying Party shall fully indemnify the named defendant against all Liabilities in connection therewith, including costs of defending the Action (including court costs, sanctions imposed by a court, attorneys' fees, experts' fees and all other external expenses, the costs of any judgment or settlement, and the cost of any interest or penalties relating to any judgment or settlement. 4.6. REMEDIES CUMULATIVE. The remedies provided in this Article IV shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party. 4.7. SURVIVAL OF INDEMNITIES. The rights and obligations of AOLTW, each TWE Broadband Member, TWE Non-Broadband Member and their respective Indemnitees under this Article IV shall survive the sale or other transfer by any party of any Assets or businesses or the assignment by it of any Liabilities. 4.8. TAX EFFECTS OF INDEMNIFICATION. (a) For all Tax purposes (unless required by a change in applicable Tax law or good faith resolution of a contest), the parties hereto agree to treat, and to cause their respective affiliates to treat any payment (i) to Holdco by TWE pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a "TRANSFEROR INDEMNIFICATION PAYMENT"), or (ii) to TWE by Holdco or AOLTW pursuant to an indemnification, reimbursement or refund obligation provided for in this Agreement (a "TRANSFEREE INDEMNIFICATION PAYMENT" and, collectively with any Transferor Indemnification Payment, an "INDEMNIFICATION PAYMENT") as (x) with respect to a Transferor Indemnification Payment, a distribution by TWE to Holdco as part of the distribution described in Section 2.1(c) of this Agreement, and (y) with respect to a Transferee Indemnification Payment, a payment by Holdco of a TWE Non-Broadband Liability. -27-

(b) The amount of any loss for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the indemnitee arising from the receipt or accrual of an Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the indemnitee arising from incurring or paying such loss. In computing the amount of any such Tax cost or benefit, the indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any Indemnification Payment hereunder or incurring or paying any indemnified loss. Any Indemnification Payment hereunder shall initially be made without regard to this Section 4.8(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an indemnitee shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such indemnitee would be required to pay but

(b) The amount of any loss for which indemnification is provided under this Agreement shall be (i) increased to take account of the net Tax cost, if any, incurred by the indemnitee arising from the receipt or accrual of an Indemnification Payment hereunder (grossed up for such increase) and (ii) reduced to take account of the net Tax benefit, if any, realized by the indemnitee arising from incurring or paying such loss. In computing the amount of any such Tax cost or benefit, the indemnitee shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the receipt or accrual of any Indemnification Payment hereunder or incurring or paying any indemnified loss. Any Indemnification Payment hereunder shall initially be made without regard to this Section 4.8(b) and shall be increased or reduced to reflect any such net Tax cost (including gross-up) or net Tax benefit only after the indemnitee has actually realized such cost or benefit. For purposes of this Agreement, an indemnitee shall be deemed to have "actually realized" a net Tax cost or a net Tax benefit to the extent that, and at such time as, the amount of Taxes payable by such indemnitee is increased above or reduced below, as the case may be, the amount of Taxes that such indemnitee would be required to pay but for the receipt or accrual of the Indemnification Payment or the incurrence or payment of such loss. The amount of any increase or reduction hereunder shall be adjusted to reflect any adjustment with respect to the indemnitee's liability for Taxes, and payments between the parties hereto to reflect such adjustment shall be made. In the event that the parties disagree regarding the appropriate application of this Section 4.8(b), such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party. 4.9. REFUNDS. TWE shall pay to Holdco all refunds or credits of Taxes received by TWE after the Closing that are attributable to the TWE Non-Broadband Business, net of any Taxes imposed on such refund amount, to be paid to Holdco promptly following any receipt thereof by TWE. In the event that the parties disagree regarding the appropriate application of this Section 4.9, such disagreement shall be resolved by submitting the same to a national accounting firm that does not have a material relationship with either party. ARTICLE V INSURANCE 5.1. INSURANCE MATTERS. (a) The parties intend that both TWE and Holdco and each other TWE Broadband Member and TWE Non-Broadband Member, after the Closing, shall be successors-in-interest to and retain all rights and interest (whether known, unknown, contingent or otherwise) that each has as of the Closing under any Insurance Policy issued to and/or providing coverage to TWE, as it existed immediately prior to the Closing, or any of its Subsidiaries or Affiliates, and any agreements related to such Insurance Policies executed and delivered prior to the Closing, including any rights or interests each has, as an insured, named insured, or additional named insured, Subsidiary, Affiliate, division or department, to avail itself of any benefit under any such Insurance Policy or any such agreement related to such policy as in effect prior to the Closing. The provisions of this Agreement are not intended to relieve any insurer of any Liability under any policy. Notwithstanding the foregoing, no TWE Broadband Member or TWE Non-Broadband Member shall be deemed to have made any representation or warranty as to the availability of any Insurance Policy or the rights and benefits provided thereunder. -28-

(b) This Agreement shall not be considered as an attempted assignment of (if such an assignment would be prohibited or would otherwise adversely affect the rights of the insured parties under such policies) any rights or interest under any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any TWE Broadband Member or TWE Non-Broadband Member in respect of any Insurance Policy or any other contract or policy of insurance. (c) Each of TWE and Holdco does hereby, for itself and each other TWE Broadband Member and TWE NonBroadband Member, respectively, agree that, as and to the extent necessary to give effect to Section 5.1(a), it will assign any chose in action, claim, right or benefit under an Insurance Policy. (d) TWE does hereby, for itself and each other TWE Broadband Member, agree that no TWE Non-Broadband Member or TWE Non-Broadband Indemnitee shall have any Liability whatsoever to any TWE Broadband Member as a result of the insurance policies and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Closing, including as a result of the level or scope of any such insurance, the creditworthiness

(b) This Agreement shall not be considered as an attempted assignment of (if such an assignment would be prohibited or would otherwise adversely affect the rights of the insured parties under such policies) any rights or interest under any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any TWE Broadband Member or TWE Non-Broadband Member in respect of any Insurance Policy or any other contract or policy of insurance. (c) Each of TWE and Holdco does hereby, for itself and each other TWE Broadband Member and TWE NonBroadband Member, respectively, agree that, as and to the extent necessary to give effect to Section 5.1(a), it will assign any chose in action, claim, right or benefit under an Insurance Policy. (d) TWE does hereby, for itself and each other TWE Broadband Member, agree that no TWE Non-Broadband Member or TWE Non-Broadband Indemnitee shall have any Liability whatsoever to any TWE Broadband Member as a result of the insurance policies and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Closing, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (e) Holdco does hereby, for itself and each other TWE Non-Broadband Member, agree that no TWE Broadband Member or TWE Broadband Indemnitee shall have any Liability whatsoever to any TWE NonBroadband Member as a result of the insurance policies and practices of TWE and its Affiliates as in effect or undertaken at any time prior to the Closing, including as a result of the level or scope of any such insurance, the creditworthiness of any insurance carrier, the terms and conditions of any policy, the adequacy or timeliness of any notice to any insurance carrier with respect to any claim or potential claim or otherwise. (f) Each of TWE and Holdco does hereby, for itself and each other TWE Broadband Member and TWE NonBroadband Member, respectively, agree that all duties and obligations under any Insurance Policy, including the fulfillment of any conditions and the payment of any deductibles, retentions, co-insurance payment or retrospective premiums, that correspond in any way with or may be necessary to perfect, preserve or maintain an insured's right to obtain benefits under that Insurance Policy, will be performed by the insured that is seeking the benefits, subject to the indemnification provisions of Article IV. In the event Members of both Groups have claims under a given policy, any deductibles, retentions, co-insurance payments, retrospective premiums, caps, limitations on average and similar items will be appropriately allocated between such parties based on the recoveries they would have obtained in the absence of such items. ARTICLE VI EXCHANGE OF INFORMATION; CONFIDENTIALITY 6.1. AGREEMENT FOR EXCHANGE OF INFORMATION. (a) Each of TWE and Holdco, on behalf of itself and each other TWE Broadband Member and TWE Non-Broadband Member, respectively, agrees to provide, or cause to be provided, to each other Group, at any time before or after the Closing, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such respective Group that the -29-

requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Tax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Tax or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. TWE and Holdco intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. (b) After the date hereof, each of TWE (and its Subsidiaries) and Holdco (and its Subsidiaries) shall maintain in

requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities or Tax laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative, Tax or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, Tax or other similar requirements or (iii) to comply with its obligations under this Agreement or any Ancillary Agreement; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any Law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. TWE and Holdco intend that any transfer of Information that would otherwise be within the attorney-client privilege shall not operate as a waiver of any potentially applicable privilege. (b) After the date hereof, each of TWE (and its Subsidiaries) and Holdco (and its Subsidiaries) shall maintain in effect adequate systems and controls to the extent necessary to enable the members of the other Group to satisfy their respective reporting, accounting, audit and other obligations. 6.2. OWNERSHIP OF INFORMATION. Any Information owned by one Group that is provided to a requesting party pursuant to Section 6.1 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information. 6.3. COMPENSATION FOR PROVIDING INFORMATION. The party requesting such Information agrees to reimburse the other party for the reasonable costs, if any, of creating, gathering and copying such Information, to the extent that such costs are incurred for the benefit of the requesting party. Except as may be otherwise specifically provided elsewhere in this Agreement or in any other agreement between the parties, such costs shall be computed in accordance with the providing party's standard methodology and procedures. 6.4. RECORD RETENTION. To facilitate the possible exchange of Information pursuant to this Article VI and other provisions of this Agreement after the Closing, the parties agree to use their reasonable best efforts to retain all Information in their respective possession or control on the Closing in accordance with their respective record retention policies as in effect on the Closing. No party will destroy, or permit any of its Subsidiaries to destroy, any Information that the other party may have the right to obtain pursuant to this Agreement prior to the third anniversary of the date hereof without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party the opportunity to take possession of such Information prior to such destruction; provided, however, that in the case of any Information relating to Taxes, employee-related matters or to Environmental Liabilities, such period shall be extended to the expiration of the applicable statute of limitations (giving effect to any extensions thereof). Moreover, no party will destroy, or permit any of its Subsidiaries to destroy, any policies of insurance (or records related to such insurance policies) without first using its reasonable best efforts to notify the other party of the proposed destruction and giving the other party reasonable opportunity to take possession of such Information prior to such destruction, if it is possible (in the first party's reasonable judgment) that the other party may be able to obtain coverage under such policies. (The foregoing includes "occurrence"-based -30-

liability policies, which continue to cover liability for alleged harm during their policy period, even if no claim is made based on such alleged harm until after the end of the policy period.) 6.5. LIMITATION OF LIABILITY. No party shall have any Liability to any other party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate, in the absence of willful misconduct by the party providing such Information. No party shall have any Liability to any other party if any Information is destroyed after reasonable best efforts by such party to comply with the provisions of Section 6.4. 6.6. OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement.

liability policies, which continue to cover liability for alleged harm during their policy period, even if no claim is made based on such alleged harm until after the end of the policy period.) 6.5. LIMITATION OF LIABILITY. No party shall have any Liability to any other party in the event that any Information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or that is based on an estimate or forecast, is found to be inaccurate, in the absence of willful misconduct by the party providing such Information. No party shall have any Liability to any other party if any Information is destroyed after reasonable best efforts by such party to comply with the provisions of Section 6.4. 6.6. OTHER AGREEMENTS PROVIDING FOR EXCHANGE OF INFORMATION. The rights and obligations granted under this Article VI are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of Information set forth in any Ancillary Agreement. 6.7. PRODUCTION OF WITNESSES; RECORDS; COOPERATION. (a) After the Closing, except in the case of an adversarial Action by one party against the other party (which shall be governed by such discovery rules as may be applicable thereto), each party hereto shall take all reasonable steps to make available to the other party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the Members of its respective Group (whether as witnesses or otherwise) and any books, records or other documents within its control or that it otherwise has the ability to make available, to the extent that such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action (including preparation for such Action) in which the requesting party may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting party shall bear all reasonable costs and expenses in connection therewith. (b) If an Indemnifying Party chooses to defend or to seek to compromise or settle any Third Party Claim, or if any party chooses or is required to prosecute, pursue, otherwise evaluate or defend any Action, the other party shall reasonably cooperate in such defense, settlement or compromise, or such prosecution, evaluation or pursuit, as the case may be. The requesting party shall bear all reasonable costs and expenses in connection therewith. (c) Without limiting the foregoing, the parties shall cooperate and consult to the extent reasonably necessary with respect to any Actions. (d) The obligation of the parties to make available former, current and future directors, officers, employees, other personnel and agents pursuant to this Section 6.7 is intended to be interpreted in a manner so as to facilitate cooperation and shall include the obligation to make available inventors and other officers without regard to whether such individual or the employer of such individual could assert a possible business conflict (subject to the exception set forth in the first sentence of Section 6.7(a)). Without limiting the foregoing, each party agrees that neither it nor any member of its respective Group will take any adverse action against any employee of its Group based on such employee's provision of assistance or information to the other party pursuant to Section 6.7(a). -31-

(e) In connection with any Action contemplated by this Article VI, the parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of either Group. 6.8. CONFIDENTIALITY. (a) Subject to Section 6.9, each of TWE and Holdco, on behalf of itself and each Member of its respective Group, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that it applies to TWE's confidential and proprietary information pursuant to policies in effect as of the Closing, all Information concerning the other Group that is either in its possession (including Information in its possession prior to the date hereof or of the Closing) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, or any Ancillary Agreement, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the public domain through no fault of such party or such party's Group or any of

(e) In connection with any Action contemplated by this Article VI, the parties will enter into a mutually acceptable joint defense agreement so as to maintain to the extent practicable any applicable attorney-client privilege or work product immunity of either Group. 6.8. CONFIDENTIALITY. (a) Subject to Section 6.9, each of TWE and Holdco, on behalf of itself and each Member of its respective Group, agrees to hold, and to cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to hold, in strict confidence, with at least the same degree of care that it applies to TWE's confidential and proprietary information pursuant to policies in effect as of the Closing, all Information concerning the other Group that is either in its possession (including Information in its possession prior to the date hereof or of the Closing) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement, or any Ancillary Agreement, and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder or thereunder, except, in each case, to the extent that such Information has been (i) in the public domain through no fault of such party or such party's Group or any of their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by such party (or such party's Group), which sources are not themselves bound by a confidentiality obligation) to the knowledge of such party or members of such party's Group or (iii) independently generated without reference to any proprietary or confidential Information of the other party. (b) Each party agrees not to release or disclose, or permit to be released or disclosed, any such Information concerning the other Group to any other Person, except its directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of their obligations hereunder with respect to such Information) and in compliance with Section 6.9. Without limiting the foregoing, when any Information is no longer needed for the purposes contemplated by this Agreement or any Ancillary Agreement, each party will promptly after request of the other party either return to the other party all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other party that it has destroyed such Information (and all electronic or other copies thereof and all notes, extracts or summaries based thereon). 6.9. PROTECTIVE ARRANGEMENTS. In the event that any party or any member of its Group either determines on the advice of its counsel that it is required to disclose any Information concerning the other Group pursuant to applicable Law or receives any demand under lawful process or from any Governmental Authority to disclose or provide Information concerning the other Group that is subject to the confidentiality provisions hereof, such party shall notify the other party prior to disclosing or providing such Information and shall cooperate at the expense of the requesting party in seeking any reasonable protective arrangements requested by such other party. Subject to the foregoing, the Person that received such request may thereafter disclose or provide Information to the extent required by such Law (as so advised by counsel) or by lawful process or such Governmental Authority. -32-

ARTICLE VII FURTHER ASSURANCES 7.1. FURTHER ASSURANCES. (a) In addition to the actions specifically provided for elsewhere in this Agreement, the Ancillary Agreements, the Restructuring Agreement or the other Transaction Agreements, but subject to the provisions hereof and thereof, each of the parties hereto shall use its reasonable best efforts, prior to, on and after the Closing, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, on and after the Closing, each party hereto shall cooperate with the other party, and without any further consideration, but at the expense of the requesting party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including

ARTICLE VII FURTHER ASSURANCES 7.1. FURTHER ASSURANCES. (a) In addition to the actions specifically provided for elsewhere in this Agreement, the Ancillary Agreements, the Restructuring Agreement or the other Transaction Agreements, but subject to the provisions hereof and thereof, each of the parties hereto shall use its reasonable best efforts, prior to, on and after the Closing, to take, or cause to be taken, all actions, and to do, or cause to be done, all things, reasonably necessary, proper or advisable under applicable laws, regulations and agreements to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Without limiting the foregoing, prior to, on and after the Closing, each party hereto shall cooperate with the other party, and without any further consideration, but at the expense of the requesting party, to execute and deliver, or use its reasonable best efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument (including any Consents or Governmental Approvals), and to take all such other actions as such party may reasonably be requested to take by any other party hereto from time to time, consistent with the terms of this Agreement, the Ancillary Agreements, the Restructuring Agreements or the other Transaction Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the transfers of the TWE Non-Broadband Assets and Non-Transferred Assets and the assignment and assumption of the TWE Non-Broadband Liabilities and Non-Transferred Liabilities and the other transactions contemplated hereby and thereby. (c) On or prior to the Closing, TWE and Holdco in their respective capacities as direct and indirect shareholders of their respective Subsidiaries, shall each ratify any actions that are reasonably necessary or desirable to be taken by TWE and Holdco or any Subsidiary of TWE or Holdco, as the case may be, to effectuate the transactions contemplated by this Agreement. ARTICLE VIII TERMINATION 8.1. TERMINATION. This Agreement shall automatically, and without further action by either party, terminate immediately upon the termination of the Restructuring Agreement in accordance with its terms. 8.2. EFFECT OF TERMINATION. In the event of any termination of this Agreement prior to the Closing, no Member of either Group (or any of its directors or officers) shall have any Liability or further obligation to any Member of the other Group with respect to this Agreement. -33-

ARTICLE IX MISCELLANEOUS 9.1. COUNTERPARTS; ENTIRE AGREEMENT. (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (b) This Agreement, together with the Ancillary Agreements, the Restructuring Agreement, the Transaction Agreements, the Confidentiality Agreements and the Exhibits, Schedules and Appendices hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter.

ARTICLE IX MISCELLANEOUS 9.1. COUNTERPARTS; ENTIRE AGREEMENT. (a) This Agreement and each Ancillary Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. (b) This Agreement, together with the Ancillary Agreements, the Restructuring Agreement, the Transaction Agreements, the Confidentiality Agreements and the Exhibits, Schedules and Appendices hereto and thereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and thereof and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to such subject matter. 9.2. GOVERNING LAW. This Agreement and, unless expressly provided therein, each Ancillary Agreement, shall be governed by and construed and interpreted in accordance with the Laws of the State of New York, irrespective of the choice of laws principles of the State of New York, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. 9.3. ASSIGNABILITY. Except as set forth in any Ancillary Agreement, this Agreement and each Ancillary Agreement shall be binding upon and inure to the benefit of the parties hereto and thereto, respectively, and their respective successors and assigns; provided, however, that no party hereto or thereto may assign its respective rights or delegate its respective obligations under this Agreement or any Ancillary Agreement without the express prior written consent of each of the other parties hereto or thereto. 9.4. JURISDICTION. Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought in any federal court located in the State of New York or any New York state court, and each of the parties hereby consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on either party hereto anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party hereto agrees that service of process on such party as provided in Section 9.7 shall be deemed effective service of process on such party. 9.5. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. -34-

9.6. THIRD PARTY BENEFICIARIES. Except for the indemnification rights under this Agreement of any TWE Broadband Indemnitee or TWE Non-Broadband Indemnitee in their respective capacities as such, (i) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the relevant parties and are not intended to confer upon any Person except the relevant parties any rights or remedies hereunder or thereunder and (ii) there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement. 9.7. NOTICES. All notices, requests or other communications under this Agreement or any Ancillary Agreement shall be in writing (including facsimile transmission) and shall be given:

9.6. THIRD PARTY BENEFICIARIES. Except for the indemnification rights under this Agreement of any TWE Broadband Indemnitee or TWE Non-Broadband Indemnitee in their respective capacities as such, (i) the provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the relevant parties and are not intended to confer upon any Person except the relevant parties any rights or remedies hereunder or thereunder and (ii) there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement. 9.7. NOTICES. All notices, requests or other communications under this Agreement or any Ancillary Agreement shall be in writing (including facsimile transmission) and shall be given:
If to Holdco to: Warner Communications Inc. c/o AOL Time Warner Inc. 75 Rockefeller Plaza New York, NY 10019 Attn: Fax: If to TWE to: General Counsel 212-258-3172

Time Warner Entertainment Company, L.P. c/o AOL Time Warner Inc. 75 Rockefeller Plaza New York, NY 10019

Attn: General Counsel Fax: 212-259-3172 In each case with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Robert B. Schumer, Esq. Fax: 212-757-3990 Prior to the consummation of the AT&T Comcast Merger: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attention: Secretary Fax: (908) 953-8360 -35-

With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000 Following Consummation of the AT&T Comcast Merger Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to:

With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attention: Trevor S. Norwitz Fax: (212) 403-2000 Following Consummation of the AT&T Comcast Merger Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attention: General Counsel Fax: (215) 981-7794 With a copy to:
Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attention: Dennis S. Hersch William L. Taylor Fax: (212) 450-4800

or such other address or facsimile number as such party hereto may hereafter specify for such purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. on a Business Day, in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt. Any party may, by notice to the other party, change the address to which such notices are to be given. 9.8. TREATMENT OF ADVANCE-NEWHOUSE. Notwithstanding anything to the contrary contained in this Agreement or in any Ancillary Agreement, the parties acknowledge and agree that, for all purposes of this Agreement and the other Ancillary Agreements: (i) the ownership and operation of TWEAN is currently in the process of being restructured, (ii) the TWEAN Franchises and Systems in the Selected Business are in the process of being assigned to a third party (subject to the receipt of Franchise Consents), (iii) none of the parties hereto or its Subsidiaries shall have any rights or responsibilities with respect to the Selected Business, except to the extent contemplated by the Master Transaction Agreement, (iv) no Indebtedness, cash or cash equivalents attributable to the Selected Business shall be distributed to, or assumed by, Holdco and (v) no party makes any representation, warranty or covenant with respect to the TWEAN Restructuring or the Selected Business except as explicitly provided in the Restructuring Agreement. -36-

9.9. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 9.10. PUBLIC ANNOUNCEMENTS. Prior to Closing, the parties hereto will consult with each other before issuing any press release or making any public statement with respect to, this Agreement, any Ancillary Agreements, the Restructuring Agreement or any other Transaction Agreement (except to the extent consistent with a release or statement previously approved hereunder) and, except as may be required by applicable Law or any listing agreement with any national securities exchange or quotation system, will not issue any such press release or make any such public statement without the prior consent of the other parties, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any such press release or public statement that may be required by applicable Law or any listing agreement with any national securities exchange or quotation system may be issued without such consent, if the party hereto making such release or statement has used its reasonable

9.9. SEVERABILITY. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner so that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible. 9.10. PUBLIC ANNOUNCEMENTS. Prior to Closing, the parties hereto will consult with each other before issuing any press release or making any public statement with respect to, this Agreement, any Ancillary Agreements, the Restructuring Agreement or any other Transaction Agreement (except to the extent consistent with a release or statement previously approved hereunder) and, except as may be required by applicable Law or any listing agreement with any national securities exchange or quotation system, will not issue any such press release or make any such public statement without the prior consent of the other parties, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, any such press release or public statement that may be required by applicable Law or any listing agreement with any national securities exchange or quotation system may be issued without such consent, if the party hereto making such release or statement has used its reasonable efforts to consult with the other parties. 9.11. EXPENSES. Whether or not the transactions contemplated by this Agreement are consummated, all third party fees, costs and expenses (including governmental transfer taxes, recording fees and other similar fees and impositions) paid or incurred in connection with such transactions will be paid in accordance with Section 12.3 of the Restructuring Agreement. 9.12. HEADINGS. The Article, Section and paragraph headings contained in this Agreement and in the Ancillary Agreements are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or any Ancillary Agreement. 9.13. WAIVERS OF DEFAULT. Waiver by any party of any default by the other party of any provision of this Agreement or any Ancillary Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party. 9.14. SPECIFIC PERFORMANCE. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Ancillary Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement or such Ancillary Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies shall be cumulative. The parties agree that the remedies at Law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived. -37-

9.15. AMENDMENTS. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom such waiver, amendment, supplement or modification it is sought to be enforced. 9.16. LATE PAYMENTS. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 30 days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2%. 9.17. INTERPRETATION. In this Agreement, unless otherwise specified or where the context otherwise requires:

9.15. AMENDMENTS. No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by any party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the party against whom such waiver, amendment, supplement or modification it is sought to be enforced. 9.16. LATE PAYMENTS. Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount not paid when due pursuant to this Agreement or any Ancillary Agreement (and any amounts billed or otherwise invoiced or demanded and properly payable that are not paid within 30 days of such bill, invoice or other demand) shall accrue interest at a rate per annum equal to the Prime Rate plus 2%. 9.17. INTERPRETATION. In this Agreement, unless otherwise specified or where the context otherwise requires: (a) a reference to a Recital is to the relevant Recital to this Agreement, to a Section is to the relevant Section of this Agreement and to an Exhibit is to the relevant Exhibit to this Agreement; (b) words importing any gender shall include other genders; (c) words importing the singular only shall include the plural and vice versa; (d) the words "include", "includes" or "including" shall be deemed to be followed by the words "without limitation"; (e) the words "hereof", "herein", "hereunder" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, clause and Exhibit references are to the Articles, clauses and Exhibits to this Agreement unless otherwise specified; (f) references to any Person or any other agreement or document shall include such Person's successors and permitted assigns; (g) the parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provisions of this Agreement; and (h) unless otherwise expressly provided herein, any Contract or Law defined or referred to herein or in any Contract that is referred to herein means such Contract or Law as from time to time amended, modified or supplemented, including (in the case of a Contract) by waiver or consent and (in the case of a Law) by succession of comparable successor Laws to all attachments thereto and instruments incorporated therein, and any reference in this Agreement to a Law shall be deemed to include any rules and regulations promulgated thereunder. -38-

IN WITNESS WHEREOF, the parties have caused this Distribution Agreement to be executed by their duly authorized representatives. TIME WARNER ENTERTAINMENT COMPANY, L.P. BY: AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION, ITS GENERAL PARTNER
By: /s/ Spencer B. Hays -------------------------------Name: Spencer B. Hays Title: Senior Vice President

IN WITNESS WHEREOF, the parties have caused this Distribution Agreement to be executed by their duly authorized representatives. TIME WARNER ENTERTAINMENT COMPANY, L.P. BY: AMERICAN TELEVISION AND COMMUNICATIONS CORPORATION, ITS GENERAL PARTNER
By: /s/ Spencer B. Hays -------------------------------Name: Spencer B. Hays Title: Senior Vice President

WARNER COMMUNICATIONS INC.
By: /s/ Robert D. Marcus -------------------------------Name: Robert D. Marcus Title: Senior Vice President

For purposes of Article IV only: AOL TIME WARNER INC.
By: /s/ Robert D. Marcus -----------------------Name: Robert D. Marcus Title: Senior Vice President

-39-

EXHIBIT 10.16 EXECUTION COPY INTELLECTUAL PROPERTY AGREEMENT BETWEEN TIME WARNER ENTERTAINMENT COMPANY, L.P. AND WARNER COMMUNICATIONS INC.

TABLE OF CONTENTS
P DEFINITIONS..................................................................................... 1.1 1.2 1.3 1.4 "Affiliate"............................................................................ "Ancillary Agreements"................................................................. "Authorization"........................................................................ "Authorized Person"....................................................................

1.

EXHIBIT 10.16 EXECUTION COPY INTELLECTUAL PROPERTY AGREEMENT BETWEEN TIME WARNER ENTERTAINMENT COMPANY, L.P. AND WARNER COMMUNICATIONS INC.

TABLE OF CONTENTS
P DEFINITIONS..................................................................................... 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 "Affiliate"............................................................................ "Ancillary Agreements"................................................................. "Authorization"........................................................................ "Authorized Person".................................................................... "Closing".............................................................................. "Content".............................................................................. "Copyright and Technology Assignment".................................................. "Copyrights"........................................................................... "Customer-Related Proprietary Information"............................................. "Derivative Work"...................................................................... "Existing TWE Broadband Group Patents"................................................. "Existing TWE Non-Broadband Group Patents"............................................. "Governmental Authority"............................................................... "Group"................................................................................ "Holdco"............................................................................... "HSR Act" ............................................................................. "IPR Futures".......................................................................... "Joint Patents"........................................................................ "Licensee" ............................................................................ "Licensor"............................................................................. "Parties".............................................................................. "Patents".............................................................................. "Patent Assignment".................................................................... "Person"............................................................................... "Proprietary Information".............................................................. "Restructuring Agreement".............................................................. "Software"............................................................................. "Subsidiary"........................................................................... "Third Party" ........................................................................ "Trademark"............................................................................ "Trademark and Service Mark Assignment"................................................ "Transaction Expenses"................................................................. "TWE".................................................................................. "TWE Broadband Business"............................................................... "TWE Broadband Group".................................................................. "TWE Broadband Group Content".......................................................... "TWE Broadband Group Proprietary Information".......................................... "TWE Broadband Group Software"......................................................... "TWE Broadband Group Trademarks"....................................................... "TWE Broadband IP Licenses"............................................................ "TWE Broadband Member".................................................................

1.

i
P "TWE Broadband Technology Licenses"....................................................

1.42

TABLE OF CONTENTS
P DEFINITIONS..................................................................................... 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 1.27 1.28 1.29 1.30 1.31 1.32 1.33 1.34 1.35 1.36 1.37 1.38 1.39 1.40 1.41 "Affiliate"............................................................................ "Ancillary Agreements"................................................................. "Authorization"........................................................................ "Authorized Person".................................................................... "Closing".............................................................................. "Content".............................................................................. "Copyright and Technology Assignment".................................................. "Copyrights"........................................................................... "Customer-Related Proprietary Information"............................................. "Derivative Work"...................................................................... "Existing TWE Broadband Group Patents"................................................. "Existing TWE Non-Broadband Group Patents"............................................. "Governmental Authority"............................................................... "Group"................................................................................ "Holdco"............................................................................... "HSR Act" ............................................................................. "IPR Futures".......................................................................... "Joint Patents"........................................................................ "Licensee" ............................................................................ "Licensor"............................................................................. "Parties".............................................................................. "Patents".............................................................................. "Patent Assignment".................................................................... "Person"............................................................................... "Proprietary Information".............................................................. "Restructuring Agreement".............................................................. "Software"............................................................................. "Subsidiary"........................................................................... "Third Party" ........................................................................ "Trademark"............................................................................ "Trademark and Service Mark Assignment"................................................ "Transaction Expenses"................................................................. "TWE".................................................................................. "TWE Broadband Business"............................................................... "TWE Broadband Group".................................................................. "TWE Broadband Group Content".......................................................... "TWE Broadband Group Proprietary Information".......................................... "TWE Broadband Group Software"......................................................... "TWE Broadband Group Trademarks"....................................................... "TWE Broadband IP Licenses"............................................................ "TWE Broadband Member".................................................................

1.

i
P Broadband Technology Licenses".................................................... Distribution Agreement"........................................................... Non-Broadband Business"........................................................... Non-Broadband Group".............................................................. Non-Broadband Group Content"...................................................... Non-Broadband Group Proprietary Information"...................................... Non-Broadband Group Software"..................................................... Non-Broadband IP Licenses"........................................................ Non-Broadband Member"............................................................. Non-Broadband Technology Licenses"................................................ Non-Broadband Group Trademarks"...................................................

1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 2.

"TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE

SOFTWARE........................................................................................ 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Existing Software Ownership............................................................ Allocation of Software Ownership Within a Group........................................ Software License Grants................................................................ Furnishing of Software................................................................. Subsequent Derivative Works............................................................ Confidentiality of Software............................................................ No Contravention Of Existing License Agreements........................................

3.

PROPRIETARY INFORMATION.........................................................................

1.42 1.43 1.44 1.45 1.46 1.47 1.48 1.49 1.50 1.51 1.52 2.

"TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE "TWE

P Broadband Technology Licenses".................................................... Distribution Agreement"........................................................... Non-Broadband Business"........................................................... Non-Broadband Group".............................................................. Non-Broadband Group Content"...................................................... Non-Broadband Group Proprietary Information"...................................... Non-Broadband Group Software"..................................................... Non-Broadband IP Licenses"........................................................ Non-Broadband Member"............................................................. Non-Broadband Technology Licenses"................................................ Non-Broadband Group Trademarks"...................................................

SOFTWARE........................................................................................ 2.1 2.2 2.3 2.4 2.5 2.6 2.7 Existing Software Ownership............................................................ Allocation of Software Ownership Within a Group........................................ Software License Grants................................................................ Furnishing of Software................................................................. Subsequent Derivative Works............................................................ Confidentiality of Software............................................................ No Contravention Of Existing License Agreements........................................

3.

PROPRIETARY INFORMATION......................................................................... 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 Ownership of Existing Proprietary Information.......................................... Allocation of Proprietary Information Within a Group................................... License Grants for Proprietary Information............................................. Confidentiality Obligations............................................................ Limitations on Confidentiality Restrictions............................................ Compelled Production................................................................... Furnishing of Proprietary Information.................................................. No Contravention Of Existing License Agreements........................................ .......................................................................................

4.

CONTENT......................................................................................... 4.1 4.2 4.3 Existing Content Ownership............................................................. Allocation of Content Within a Group................................................... No rights in TWE Non-Broadband Group Content...........................................

5.

PATENTS......................................................................................... 5.1 5.2 5.3 Ownership of Existing Patents.......................................................... License to Existing Patents............................................................ Customer Pass-Through..................................................................

6.

JOINTLY OWNED PATENTS........................................................................... 6.1 6.2 Rights as Joint Owners................................................................. Obtaining Patent Protection............................................................

ii
P Infringement by Third Parties..........................................................

6.3 7.

TRADEMARKS...................................................................................... 7.1 7.2 7.3 Ownership of Trademarks................................................................ Allocation of Trademarks Within a Group................................................ No rights in TWE Non-Broadband Group Trademarks........................................

8.

IPR FUTURES AND ISSUES OF OWNERSHIP............................................................. 8.1 8.2 8.3 Ownership Unaffected by this Agreement................................................. No Rights or Licenses Granted.......................................................... Issues as to Ownership.................................................................

9.

ASSIGNMENT AND SUBLICENSES...................................................................... 9.1 9.2 9.3 9.4 Assignment Assignment Assignment Sublicense Agreements.................................................................. of TWE Non-Broadband IP Licenses............................................ of TWE Broadband IP Licenses................................................ of TWE Non-Broadband Technology Licenses....................................

6.3 7.

P Infringement by Third Parties..........................................................

TRADEMARKS...................................................................................... 7.1 7.2 7.3 Ownership of Trademarks................................................................ Allocation of Trademarks Within a Group................................................ No rights in TWE Non-Broadband Group Trademarks........................................

8.

IPR FUTURES AND ISSUES OF OWNERSHIP............................................................. 8.1 8.2 8.3 Ownership Unaffected by this Agreement................................................. No Rights or Licenses Granted.......................................................... Issues as to Ownership.................................................................

9.

ASSIGNMENT AND SUBLICENSES...................................................................... 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8 Assignment Agreements.................................................................. Assignment of TWE Non-Broadband IP Licenses............................................ Assignment of TWE Broadband IP Licenses................................................ Sublicense of TWE Non-Broadband Technology Licenses.................................... Sublicense of TWE Broadband Technology Licenses........................................ Acquisition of Subsidiary by Holdco.................................................... Failure of Assignment.................................................................. Order of Precedence....................................................................

10.

ASSIGNMENT/SUBLICENSING......................................................................... 10.1 10.2 Assignments............................................................................ Sublicense Rights......................................................................

11.

INFRINGEMENT....................................................................................

12.

NO WARRANTIES OR REPRESENTATIONS................................................................

13.

GOVERNING LAW; IP CLAIMS........................................................................ 13.1 13.2 13.3 13.4 Choice of Law.......................................................................... Intellectual Property Rights........................................................... Equitable Remedies..................................................................... Bankruptcy.............................................................................

iii
P NOTICE..........................................................................................

14.

15.

FURTHER DUE DILIGENCE...........................................................................

16.

FEES AND EXPENSES...............................................................................

17.

MISCELLANEOUS................................................................................... 17.1 17.2 17.3 17.4 17.5 17.6 17.7 17.8 17.9 17.10 17.11 No Other Rights........................................................................ No Enforcement Against Third-Party..................................................... Further Assurances..................................................................... Rules of Construction.................................................................. Amendments............................................................................. No Waiver.............................................................................. Third Party Beneficiaries.............................................................. Force Majeure.......................................................................... Counterparts........................................................................... Severability........................................................................... Entire Agreement.......................................................................

iv

14.

P NOTICE..........................................................................................

15.

FURTHER DUE DILIGENCE...........................................................................

16.

FEES AND EXPENSES...............................................................................

17.

MISCELLANEOUS................................................................................... 17.1 17.2 17.3 17.4 17.5 17.6 17.7 17.8 17.9 17.10 17.11 No Other Rights........................................................................ No Enforcement Against Third-Party..................................................... Further Assurances..................................................................... Rules of Construction.................................................................. Amendments............................................................................. No Waiver.............................................................................. Third Party Beneficiaries.............................................................. Force Majeure.......................................................................... Counterparts........................................................................... Severability........................................................................... Entire Agreement.......................................................................

iv
SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E EXHIBIT I EXHIBIT II Excluded TWE Broadband Group Software TWE Broadband Group Patents Excluded TWE Broadband Group Patents TWE Non-Broadband Group Patents Excluded TWE Broadband Group Trademarks Copyright and Technology Assignment Patent Assignment

EXHIBIT III Trademark and Service Mark Assignment v

INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement (the "Agreement"), dated as of August 20, 2002 is by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE") and Warner Communications Inc., a Delaware corporation ("Holdco") (together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1. WHEREAS, the TWE Broadband Group and the TWE Non-Broadband Group desire to establish the rights and licenses each enjoys in certain intellectual property; WHEREAS, effective concurrently with the TWE Distribution (as defined in the Restructuring Agreement), TWE desires to assign and transfer to Holdco all of its rights, title and interest in any and all intellectual property owned by TWE related to the TWE Non-Broadband Business as provided in the Patent Assignment, the Copyright and Technology Assignment, and the Trademark and Service Mark Assignment; WHEREAS, effective concurrently with the TWE Distribution, TWE further desires to assign and transfer to Holdco all TWE Non-Broadband IP Licenses, together with the rights and licenses granted to the TWE NonBroadband Group pursuant to this Agreement, as provided herein;

SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE D SCHEDULE E EXHIBIT I EXHIBIT II

Excluded TWE Broadband Group Software TWE Broadband Group Patents Excluded TWE Broadband Group Patents TWE Non-Broadband Group Patents Excluded TWE Broadband Group Trademarks Copyright and Technology Assignment Patent Assignment

EXHIBIT III Trademark and Service Mark Assignment v

INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement (the "Agreement"), dated as of August 20, 2002 is by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE") and Warner Communications Inc., a Delaware corporation ("Holdco") (together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1. WHEREAS, the TWE Broadband Group and the TWE Non-Broadband Group desire to establish the rights and licenses each enjoys in certain intellectual property; WHEREAS, effective concurrently with the TWE Distribution (as defined in the Restructuring Agreement), TWE desires to assign and transfer to Holdco all of its rights, title and interest in any and all intellectual property owned by TWE related to the TWE Non-Broadband Business as provided in the Patent Assignment, the Copyright and Technology Assignment, and the Trademark and Service Mark Assignment; WHEREAS, effective concurrently with the TWE Distribution, TWE further desires to assign and transfer to Holdco all TWE Non-Broadband IP Licenses, together with the rights and licenses granted to the TWE NonBroadband Group pursuant to this Agreement, as provided herein; WHEREAS, effective immediately following the TWE Distribution, Holdco desires to assign and transfer to TWE all of its rights, title and interest in any and all intellectual property owned by Holdco related to the TWE Broadband Business as provided in the Patent Assignment, the Copyright and Technology Assignment, and the Trademark and Service Mark Assignment; WHEREAS, effective immediately following the TWE Distribution, Holdco further desires to assign and transfer to TWE all TWE Broadband IP Licenses, together with the rights and licenses granted to the TWE Broadband Group pursuant to this Agreement, as provided herein; and WHEREAS, the Parties desire to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS For the purposes of this Agreement, certain terms have been defined below and elsewhere in this Agreement to encompass meanings that may differ from, or be in addition to, the normal connotation of the defined word. 1

INTELLECTUAL PROPERTY AGREEMENT This Intellectual Property Agreement (the "Agreement"), dated as of August 20, 2002 is by and among Time Warner Entertainment Company, L.P., a Delaware limited partnership ("TWE") and Warner Communications Inc., a Delaware corporation ("Holdco") (together, the "Parties"). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article 1. WHEREAS, the TWE Broadband Group and the TWE Non-Broadband Group desire to establish the rights and licenses each enjoys in certain intellectual property; WHEREAS, effective concurrently with the TWE Distribution (as defined in the Restructuring Agreement), TWE desires to assign and transfer to Holdco all of its rights, title and interest in any and all intellectual property owned by TWE related to the TWE Non-Broadband Business as provided in the Patent Assignment, the Copyright and Technology Assignment, and the Trademark and Service Mark Assignment; WHEREAS, effective concurrently with the TWE Distribution, TWE further desires to assign and transfer to Holdco all TWE Non-Broadband IP Licenses, together with the rights and licenses granted to the TWE NonBroadband Group pursuant to this Agreement, as provided herein; WHEREAS, effective immediately following the TWE Distribution, Holdco desires to assign and transfer to TWE all of its rights, title and interest in any and all intellectual property owned by Holdco related to the TWE Broadband Business as provided in the Patent Assignment, the Copyright and Technology Assignment, and the Trademark and Service Mark Assignment; WHEREAS, effective immediately following the TWE Distribution, Holdco further desires to assign and transfer to TWE all TWE Broadband IP Licenses, together with the rights and licenses granted to the TWE Broadband Group pursuant to this Agreement, as provided herein; and WHEREAS, the Parties desire to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. DEFINITIONS For the purposes of this Agreement, certain terms have been defined below and elsewhere in this Agreement to encompass meanings that may differ from, or be in addition to, the normal connotation of the defined word. 1

1.1 "Affiliate" of any Person shall mean a Person that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by contract or otherwise; and provided further, that, unless otherwise specified, for purposes of this Agreement, no TWE Broadband Member or TWE Non-Broadband Member shall be deemed to be an Affiliate of the other Group. 1.2 "Ancillary Agreements" shall mean the Copyright and Technology Assignment, the Patent Assignment and the Trademark and Service Mark Assignment. 1.3 "Authorization" shall mean any waiver, amendment, consent, approval, license, franchise, permit (including construction permits) certificate, exemption, variance or authorization of, expiration or termination of any waiting period requirement (including pursuant to the HSR Act) or other action by, or notice, filing registration, qualification, declaration or designation with any Person (including any Governmental Authority). 1.4 "Authorized Person" shall have the meaning set forth in Section 3.4.1.

1.1 "Affiliate" of any Person shall mean a Person that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by contract or otherwise; and provided further, that, unless otherwise specified, for purposes of this Agreement, no TWE Broadband Member or TWE Non-Broadband Member shall be deemed to be an Affiliate of the other Group. 1.2 "Ancillary Agreements" shall mean the Copyright and Technology Assignment, the Patent Assignment and the Trademark and Service Mark Assignment. 1.3 "Authorization" shall mean any waiver, amendment, consent, approval, license, franchise, permit (including construction permits) certificate, exemption, variance or authorization of, expiration or termination of any waiting period requirement (including pursuant to the HSR Act) or other action by, or notice, filing registration, qualification, declaration or designation with any Person (including any Governmental Authority). 1.4 "Authorized Person" shall have the meaning set forth in Section 3.4.1. 1.5 "Closing" shall have the meaning set forth in the Restructuring Agreement. 1.6 "Content" shall mean all works of authorship and products commonly understood as content in the entertainment, media, music and publishing industries, including products such as programming content, motion pictures, television programs and other audiovisual works or series, advertising and promotional materials, photographs, illustrations, images and other pictorial, graphic and sculptural works, dramatic works, choreographic works, sound recordings, musical compositions, books, articles and other publications, characters, animation, cartoons, video games, scripts, storyboards, titles, screenplays, synopses, plots, dialogue, stories, themes, treatments and other text, in any media, whether digital or otherwise, and any ideas, concepts or information contained therein, all copies, phonorecords and other physical materials embodying any of the foregoing, any materials used in the preparation, development, promotion or advertising thereof and merchandise related thereto, in each case, whether or not protectable by Copyright, and all Copyrights, licenses and interests in Copyrights in and to any of the above. The list of items included in the above definition of Content is intended by way of example only and is not to be construed in any manner as an exhaustive or complete list of items covered by the definition of Content. Content does not include Software, Proprietary Information or Trademarks, and does not include any Software that is used to create Content. 1.7 "Copyright and Technology Assignment" shall mean that certain Copyright and Technology Assignment contemporaneously executed by TWE and Holdco in the form attached hereto as Exhibit I. 1.8 "Copyrights" shall mean all copyrights and related rights and interests in copyrights and related rights, moral rights, licenses and all other rights, privileges and priorities relating to any works of authorship or any subject matter protected by related 2

rights, including all works of authorship under Section 102 of Title 17 of the United States Code, under the copyright and related rights laws of every country and jurisdiction throughout the world, now or hereafter known, whether registered or unregistered, for their entire term of protection, including all extensions, licenses, renewals or reversions thereof. 1.9 "Customer-Related Proprietary Information" shall have the meaning set forth in Section 3.1. 1.10 "Derivative Work" shall mean a work which is based upon one or more preexisting works, and which is a derivative work, including any revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form in which such preexisting works may be recast, transformed, or adapted, and which, if prepared without authorization by the owner of a preexisting work, would constitute Copyright infringement. 1.11 "Existing TWE Broadband Group Patents" shall have the meaning set forth in Section 5.1.1.

rights, including all works of authorship under Section 102 of Title 17 of the United States Code, under the copyright and related rights laws of every country and jurisdiction throughout the world, now or hereafter known, whether registered or unregistered, for their entire term of protection, including all extensions, licenses, renewals or reversions thereof. 1.9 "Customer-Related Proprietary Information" shall have the meaning set forth in Section 3.1. 1.10 "Derivative Work" shall mean a work which is based upon one or more preexisting works, and which is a derivative work, including any revision, modification, translation, abridgment, condensation, expansion, collection, compilation, or any other form in which such preexisting works may be recast, transformed, or adapted, and which, if prepared without authorization by the owner of a preexisting work, would constitute Copyright infringement. 1.11 "Existing TWE Broadband Group Patents" shall have the meaning set forth in Section 5.1.1. 1.12 "Existing TWE Non-Broadband Group Patents" shall have the meaning set forth in Section 5.1.2. 1.13 "Governmental Authority" shall have the meaning set forth in the Restructuring Agreement. 1.14 "Group" shall mean either of the TWE Broadband Group or the TWE Non-Broadband Group, as the context requires. 1.15 "Holdco" shall have the meaning set forth in the Preamble. 1.16 "HSR Act" shall have the meaning set forth in the Restructuring Agreement. 1.17 "IPR Futures" shall have the meaning set forth in Section 8.1.1. 1.18 "Joint Patents" shall have the meaning set forth in Section 5.1.3. 1.19 "Licensee" shall mean a Party receiving a license of any intellectual property hereunder. 1.20 "Licensor" shall mean a Party licensing any intellectual property hereunder. 1.21 "Mystro Business" shall mean the personal television service under development by AOLTW Interactive Video, Inc., a Delaware corporation and the TWE Non-Broadband Group, which service is a network-based cable television service that offers customized television viewing, including but not limited to, pausing live broadcasts, re-starting television programs, fast-forwarding and rewinding television programs and simultaneously recording multiple television programs. 3

1.22 "Mystro Patents" shall have the meaning set forth in Section 5.1.1. 1.23 "Mystro Proprietary Information" shall have the meaning set forth in Section 3.1.1. 1.24 "Mystro Software" shall have the meaning set forth in Section 2.1.1. 1.25 "Parties" shall have the meaning assigned to it in the Preamble. 1.26 "Patents" shall mean patents and patent applications, all foreign counterparts, continuations, divisions, reissues, reexaminations and renewals of such patents and patent applications, all prosecution files and databases for such patents and patent applications and all inventions created or first reduced to practice as of the Closing on which a patent later issues. 1.27 "Patent Assignment" shall mean that certain Patent Assignment contemporaneously executed by TWE and Holdco, in the form attached hereto as Exhibit II.

1.22 "Mystro Patents" shall have the meaning set forth in Section 5.1.1. 1.23 "Mystro Proprietary Information" shall have the meaning set forth in Section 3.1.1. 1.24 "Mystro Software" shall have the meaning set forth in Section 2.1.1. 1.25 "Parties" shall have the meaning assigned to it in the Preamble. 1.26 "Patents" shall mean patents and patent applications, all foreign counterparts, continuations, divisions, reissues, reexaminations and renewals of such patents and patent applications, all prosecution files and databases for such patents and patent applications and all inventions created or first reduced to practice as of the Closing on which a patent later issues. 1.27 "Patent Assignment" shall mean that certain Patent Assignment contemporaneously executed by TWE and Holdco, in the form attached hereto as Exhibit II. 1.28 "Person" shall have the meaning set forth in the Restructuring Agreement. 1.29 "Proprietary Information" shall mean (i) business and technical information, including ideas, data, knowledge, trade secrets, know-how and algorithms, existing as of the Closing, which is proprietary and/or that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy and (ii) all physical manifestations of the business and technical information described in the preceding clause (i), including documents, specifications, designs, plans, records, drawings and databases. Proprietary Information does not include any Content or Software. 1.30 "Restructuring Agreement" shall mean the Restructuring Agreement, dated as of the date hereof, by and among, AOL Time Warner Inc., a Delaware corporation, AT&T Corp., a New York corporation, Comcast Corporation, a Pennsylvania corporation, and the other parties named therein. 1.31 "Software" shall mean computer programs, including all source code or object code, and (i) all intellectual property rights, including Patent rights and Copyrights embodied therein, (ii) all physical manifestations thereof, including storage media and (iii) all documentation related thereto. Software does not include any Content, even though Software and Content may be combined or contained in the same media. 1.32 "Subsidiary" shall have the meaning set forth in the TWE Distribution Agreement. 1.33 "Third Party" shall mean any Person other than a member of a Group. 4

1.34 "Trademark" shall mean any word, name, corporate name, trade name, domain name (including, without limitation, IP addresses and ASNs), logo, design, mark, trademark, service mark, symbol, device, trade dress, any common law marks, trademark or service mark application or registration, or any other indicia of origin or any combination thereof and all goodwill associated therewith. 1.35 "Trademark and Service Mark Assignment" shall mean that certain Trademark and Service Mark Assignment contemporaneously executed by TWE and Holdco in the form attached hereto as Exhibit III. 1.36 "Transaction Expenses" shall mean with respect to any Party, all out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts, consultants or agents to such Party or any of its Affiliates and including governmental transfer taxes, recording fees and other similar fees and impositions) incurred by such Party or its Affiliates (or on such Party's or Affiliate's behalf) in connection with or related to the Authorization, preparation, negotiation, execution or performance of this Agreement. 1.37 "TWE" shall have the meaning set forth in the Preamble.

1.34 "Trademark" shall mean any word, name, corporate name, trade name, domain name (including, without limitation, IP addresses and ASNs), logo, design, mark, trademark, service mark, symbol, device, trade dress, any common law marks, trademark or service mark application or registration, or any other indicia of origin or any combination thereof and all goodwill associated therewith. 1.35 "Trademark and Service Mark Assignment" shall mean that certain Trademark and Service Mark Assignment contemporaneously executed by TWE and Holdco in the form attached hereto as Exhibit III. 1.36 "Transaction Expenses" shall mean with respect to any Party, all out-of-pocket expenses (including, without limitation, all fees and expenses of counsel, accountants, investment bankers, experts, consultants or agents to such Party or any of its Affiliates and including governmental transfer taxes, recording fees and other similar fees and impositions) incurred by such Party or its Affiliates (or on such Party's or Affiliate's behalf) in connection with or related to the Authorization, preparation, negotiation, execution or performance of this Agreement. 1.37 "TWE" shall have the meaning set forth in the Preamble. 1.38 "TWE Broadband Business" shall have the meaning set forth in the TWE Distribution Agreement and as the TWE Broadband Business may reasonably be expanded within the industry in which it operates as of the Closing. 1.39 "TWE Broadband Group" shall have the meaning set forth in the TWE Distribution Agreement. 1.40 "TWE Broadband Group Content" shall have the meaning set forth in Section 4.1.1. 1.41 "TWE Broadband Group Proprietary Information" shall have the meaning set forth in Section 3.1.1. 1.42 "TWE Broadband Group Software" shall have the meaning set forth in Section 2.1.1. 1.43 "TWE Broadband Group Trademarks" shall have the meaning set forth in Section 7.1.1. 1.44 "TWE Broadband IP Licenses" shall mean all 1.44.1 licenses, permissions and covenants granted by any Person, including TWE Non-Broadband Members, to TWE or any Subsidiary of TWE to, in any way, exploit or use intellectual property owned, controlled or otherwise licensable by such Person, and the corresponding agreements by which such licenses, permissions or covenants are granted, which are licenses, permissions or covenants (i) to use or exploit Software, Patents or Proprietary Information and that primarily relate to, arise out of or result from the TWE Broadband Business or (ii) that (A) were assigned, transferred, 5

conveyed to or otherwise owned by the TWE Broadband Group to use or exploit Content or Trademarks and (B) primarily relate to, arise out of or result from the TWE Broadband Business, (such licenses, permissions and covenants, and their corresponding agreements, being collectively referred to as "Inbound TWE Broadband IP Licenses"); and 1.44.2 licenses, permissions and covenants granted by TWE or any Subsidiary of TWE to any Person to, in any way, exploit or use intellectual property owned, controlled or otherwise licensable by the TWE Broadband Group, and the corresponding agreements by which such licenses, permissions or covenants are granted, which are licenses, permissions or covenants (i) to use or exploit Software, Patents or Proprietary Information and that primarily relate to, arise out of or result from the TWE Broadband Business or (ii) that (A) were assigned, transferred, conveyed to or otherwise owned by the TWE Broadband Group to use or exploit Content or Trademarks and (B) primarily relate to, arise out of or result from the TWE Broadband Business, (such licenses, permissions and covenants, and their corresponding agreements, being collectively referred to as "Outbound TWE Broadband IP Licenses"). Notwithstanding the foregoing, this Agreement shall not be deemed a TWE Broadband IP License. With respect

conveyed to or otherwise owned by the TWE Broadband Group to use or exploit Content or Trademarks and (B) primarily relate to, arise out of or result from the TWE Broadband Business, (such licenses, permissions and covenants, and their corresponding agreements, being collectively referred to as "Inbound TWE Broadband IP Licenses"); and 1.44.2 licenses, permissions and covenants granted by TWE or any Subsidiary of TWE to any Person to, in any way, exploit or use intellectual property owned, controlled or otherwise licensable by the TWE Broadband Group, and the corresponding agreements by which such licenses, permissions or covenants are granted, which are licenses, permissions or covenants (i) to use or exploit Software, Patents or Proprietary Information and that primarily relate to, arise out of or result from the TWE Broadband Business or (ii) that (A) were assigned, transferred, conveyed to or otherwise owned by the TWE Broadband Group to use or exploit Content or Trademarks and (B) primarily relate to, arise out of or result from the TWE Broadband Business, (such licenses, permissions and covenants, and their corresponding agreements, being collectively referred to as "Outbound TWE Broadband IP Licenses"). Notwithstanding the foregoing, this Agreement shall not be deemed a TWE Broadband IP License. With respect to any TWE Broadband IP License that qualifies as both an Inbound TWE Broadband IP License and an Outbound TWE Broadband IP License, unless TWE in its discretion decides otherwise, that portion of such TWE Broadband IP License that qualifies as an Inbound TWE Broadband IP License shall be treated as such and that portion of such TWE Broadband IP License that qualifies as an Outbound TWE Broadband IP License shall be treated as such. 1.45 "TWE Broadband Member" shall have the meaning set forth in the definition of TWE Broadband Group in the TWE Distribution Agreement. 1.46 "TWE Broadband Technology Licenses" shall mean Inbound TWE Broadband IP Licenses that license to TWE or any of its Subsidiaries Software, Patents or Proprietary Information. 1.47 "TWE Distribution" shall have the meaning set forth in the Restructuring Agreement. 1.48 "TWE Distribution Agreement" shall mean the Distribution Agreement, dated as of the date hereof, by and between TWE, AOL Time Warner Inc., a Delaware corporation, and Holdco. 1.49 "TWE Non-Broadband Business" shall have the meaning set forth in the TWE Distribution Agreement and as the TWE Non-Broadband Business may reasonably be expanded within the industry in which it operates as of the Closing. 1.50 "TWE Non-Broadband Group" shall have the meaning set forth in the TWE Distribution Agreement. 1.51 "TWE Non-Broadband Group Content" shall have the meaning set forth in Section 4.1.2. 6

1.52 "TWE Non-Broadband Group Proprietary Information" shall have the meaning set forth in Section 3.1.3. 1.53 "TWE Non-Broadband Group Software" shall have the meaning set forth in Section 2.1.3. 1.54 "TWE Non-Broadband IP Licenses" shall mean all 1.54.1 licenses, permissions and covenants granted by any Person, including TWE Broadband Members, to TWE or any Subsidiary of TWE to, in any way, exploit or use intellectual property owned, controlled or otherwise licensable by such Person, and the corresponding agreements by which such licenses, permissions or covenants are granted, which are licenses, permissions or covenants (i) to use or exploit Software, Patents or Proprietary Information, other than Software, Patents or Proprietary Information that primarily relate to, arise out of or result from the TWE Broadband Business or (ii) to use or exploit Content or Trademarks, other than Content and Trademarks that (A) were assigned, transferred, conveyed or otherwise owned by the TWE Broadband Group and that (B) primarily relate to, arise out of or result from the TWE Broadband Business,

1.52 "TWE Non-Broadband Group Proprietary Information" shall have the meaning set forth in Section 3.1.3. 1.53 "TWE Non-Broadband Group Software" shall have the meaning set forth in Section 2.1.3. 1.54 "TWE Non-Broadband IP Licenses" shall mean all 1.54.1 licenses, permissions and covenants granted by any Person, including TWE Broadband Members, to TWE or any Subsidiary of TWE to, in any way, exploit or use intellectual property owned, controlled or otherwise licensable by such Person, and the corresponding agreements by which such licenses, permissions or covenants are granted, which are licenses, permissions or covenants (i) to use or exploit Software, Patents or Proprietary Information, other than Software, Patents or Proprietary Information that primarily relate to, arise out of or result from the TWE Broadband Business or (ii) to use or exploit Content or Trademarks, other than Content and Trademarks that (A) were assigned, transferred, conveyed or otherwise owned by the TWE Broadband Group and that (B) primarily relate to, arise out of or result from the TWE Broadband Business, (such licenses, permissions and covenants, and their corresponding agreements, being collectively referred to as "Inbound TWE Non-Broadband IP Licenses"); and 1.54.2 licenses, permissions and covenants granted by TWE or any Subsidiary of TWE to any Person to, in any way, use or exploit intellectual property owned, controlled or otherwise licensable by the TWE Non-Broadband Group, and the corresponding agreements by which such licenses, permissions or covenants are granted, which are licenses, permissions or covenants (i) to use or exploit Software, Patents or Proprietary Information, other than Software, Patents or Proprietary Information that primarily relate to, arise out of or result from the TWE Broadband Business or (ii) to use or exploit Content or Trademarks, other than Content and Trademarks that (A) were assigned, transferred, conveyed or otherwise owned by the TWE Broadband Group and that (B) primarily relate to, arise out of or result from the TWE Broadband Business, (such licenses, permissions and covenants, and their corresponding agreements, being collectively referred to as "Outbound TWE NonBroadband IP Licenses"). Notwithstanding the foregoing, this Agreement shall not be deemed a TWE Non-Broadband IP License. With respect to any TWE Non-Broadband IP License that qualifies as both an Inbound TWE Non-Broadband IP License and an Outbound TWE Non-Broadband IP License, unless Holdco in its discretion decides otherwise, that portion of such TWE Non-Broadband IP License that qualifies as an Inbound TWE Non-Broadband IP License shall be treated as such and that portion of such TWE Non-Broadband IP License that qualifies as an Outbound TWE Non-Broadband IP License shall be treated as such. 1.55 "TWE Non-Broadband Member" shall have the meaning set forth in the definition of TWE Non-Broadband Group in the TWE Distribution Agreement. 7

1.56 "TWE Non-Broadband Technology Licenses" shall mean Inbound TWE Non-Broadband IP Licenses that license to TWE or any of its Subsidiaries Software, Patents or Proprietary Information. 1.57 "TWE Non-Broadband Group Trademarks" shall have the meaning set forth in Section 7.1.2. 2. SOFTWARE 2.1 Existing Software Ownership. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Software existing as of the Closing that was: 2.1.1 created by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group that primarily relates to, arises out of or results from the TWE Broadband Business, shall be owned by the TWE Broadband Group; provided that, Software set forth on Schedule A hereto, to the extent it is owned by, or licensed to, either Group as of the Closing (the "Mystro Software") shall not be allocated to the TWE Broadband Group. Software owned by the TWE Broadband Group pursuant to this Section 2.1.1 is referred to as "TWE Broadband Group Software";

1.56 "TWE Non-Broadband Technology Licenses" shall mean Inbound TWE Non-Broadband IP Licenses that license to TWE or any of its Subsidiaries Software, Patents or Proprietary Information. 1.57 "TWE Non-Broadband Group Trademarks" shall have the meaning set forth in Section 7.1.2. 2. SOFTWARE 2.1 Existing Software Ownership. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Software existing as of the Closing that was: 2.1.1 created by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group that primarily relates to, arises out of or results from the TWE Broadband Business, shall be owned by the TWE Broadband Group; provided that, Software set forth on Schedule A hereto, to the extent it is owned by, or licensed to, either Group as of the Closing (the "Mystro Software") shall not be allocated to the TWE Broadband Group. Software owned by the TWE Broadband Group pursuant to this Section 2.1.1 is referred to as "TWE Broadband Group Software"; 2.1.2 created by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group that primarily relates to, arises out of or results from the TWE Non-Broadband Business shall be owned by the TWE Non-Broadband Group; and 2.1.3 created by or for or assigned, transferred, conveyed to, or otherwise owned by TWE and that is not covered under Section 2.1.1 or Section 2.1.2 shall be owned by the TWE Non-Broadband Group. The Mystro Software shall also be allocated to the TWE Non-Broadband Group. Software owned by the TWE NonBroadband Group pursuant to Section 2.1.2 and this Section 2.1.3 is referred to as "TWE Non-Broadband Group Software." 2.2 Allocation of Software Ownership Within a Group. Each Group may allocate ownership of Software owned by that Group to the appropriate member or members within that Group. 2.3 Software License Grants. 2.3.1 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, concurrently with the TWE Distribution, TWE hereby grants, and agrees to cause each other TWE Broadband Member to grant, to Holdco a non-exclusive, fully paid-up, worldwide, perpetual, nonsublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royaltyfree and irrevocable license to, in the conduct of the TWE Non-Broadband Business, use, reproduce, distribute, display and prepare Derivative Works based upon, any TWE Broadband Group Software that is used in the TWE Non-Broadband Business as of the Closing and any Software relating to the Mystro Business that is not 8

otherwise defined as Mystro Software, regardless of whether such Software is used in the TWE Non-Broadband Business as of the Closing. 2.3.2 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective immediately following the Closing, Holdco hereby grants, and agrees to cause each other TWE Non-Broadband Member to grant to TWE a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to, in the conduct of the TWE Broadband Business, use, reproduce, distribute, display and prepare Derivative Works based upon, any TWE Non-Broadband Group Software, other than the Mystro Software, that is used in the TWE Broadband Business as of the Closing. 2.4 Furnishing of Software. Subject to reasonable confidentiality restrictions and Third Party rights, until the date that is three months after the Closing, a Group may request a copy of Software licensed pursuant to Section 2.3, including the source code, which Software such Group reasonably believes is required in the conduct of its business, and the other Group shall provide a copy of such Software; provided that, in each case, such Software

otherwise defined as Mystro Software, regardless of whether such Software is used in the TWE Non-Broadband Business as of the Closing. 2.3.2 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective immediately following the Closing, Holdco hereby grants, and agrees to cause each other TWE Non-Broadband Member to grant to TWE a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to, in the conduct of the TWE Broadband Business, use, reproduce, distribute, display and prepare Derivative Works based upon, any TWE Non-Broadband Group Software, other than the Mystro Software, that is used in the TWE Broadband Business as of the Closing. 2.4 Furnishing of Software. Subject to reasonable confidentiality restrictions and Third Party rights, until the date that is three months after the Closing, a Group may request a copy of Software licensed pursuant to Section 2.3, including the source code, which Software such Group reasonably believes is required in the conduct of its business, and the other Group shall provide a copy of such Software; provided that, in each case, such Software exists in the same form in which it existed as of the Closing. Following such three-month period, for an additional two-year period, each Group shall use reasonable efforts to supply a copy of such Software to the requesting Group. Notwithstanding anything to the contrary herein, the Party in possession of the licensed Software need only furnish a copy of such software in the form in which it existed as of the Closing and in no event shall a Party be required to furnish to the other Party any upgrades, updates, enhancements or other modifications to the licensed Software. 2.5 Subsequent Derivative Works. After the Closing, a Group creating a Derivative Work of Software licensed from another Group shall own all rights in and to the particular modifications, additions or changes made to such Software by the creating Group, subject to the intellectual property rights of the licensing Group. No license is granted hereunder to such modifications, additions or changes by the Group creating such a Derivative Work to the Group that owns the Software on which such Derivative Work is based and the Group creating such a Derivative Work shall not, by virtue of creating any Derivative Work, gain any greater rights in and to such licensed Software than are expressly granted pursuant to this Agreement. 2.6 Confidentiality of Software. Each Group shall treat any source code for Software owned by the other Group as Proprietary Information of the other Group and shall hold it in confidence in accordance with the terms of Section 3.4. 2.7 No Contravention Of Existing License Agreements. Nothing in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement changes, alters, limits or expands any current rights that any TWE Broadband Member or any TWE Non-Broadband Member may have been granted as of the Closing by any Person to reproduce, distribute, display or otherwise use Software. For purposes of clarity, the Parties understand and agree that the purpose of the Software licenses granted herein is to allow to continue after Closing certain incidental uses by one Group of the other Group's Software 9

which have taken place in the Groups prior to Closing and neither Group shall seek to use any license to Software granted hereunder to exploit Software in a manner that was not granted prior to the Closing. 3. PROPRIETARY INFORMATION 3.1 Ownership of Existing Proprietary Information. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Proprietary Information existing as of the Closing: 3.1.1 created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group that primarily relates to, arises out of or results from the TWE Broadband Business, shall be owned by the TWE Broadband Group; provided that, Proprietary Information that primarily relates to, arises out of or results from the Mystro Business, to the extent it is owned by or licensed to either Group as of the Closing (the "Mystro Proprietary Information"), shall not be allocated to the TWE Broadband Group. Proprietary Information owned by the TWE Broadband Group pursuant to this Section 3.1.1 is referred

which have taken place in the Groups prior to Closing and neither Group shall seek to use any license to Software granted hereunder to exploit Software in a manner that was not granted prior to the Closing. 3. PROPRIETARY INFORMATION 3.1 Ownership of Existing Proprietary Information. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Proprietary Information existing as of the Closing: 3.1.1 created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group that primarily relates to, arises out of or results from the TWE Broadband Business, shall be owned by the TWE Broadband Group; provided that, Proprietary Information that primarily relates to, arises out of or results from the Mystro Business, to the extent it is owned by or licensed to either Group as of the Closing (the "Mystro Proprietary Information"), shall not be allocated to the TWE Broadband Group. Proprietary Information owned by the TWE Broadband Group pursuant to this Section 3.1.1 is referred to as "TWE Broadband Group Proprietary Information"; 3.1.2 created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group that primarily relates to, arises out of or results from the TWE Non-Broadband Business, shall be owned by the TWE Non-Broadband Group; and 3.1.3 created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by TWE, and that is not covered under Section 3.1.1 or Section 3.1.2 shall be owned by the TWE Non-Broadband Group. The Mystro Proprietary Information shall also be allocated to the TWE Non-Broadband Group. Proprietary Information owned by the TWE Non-Broadband Group pursuant to Section 3.1.2 and this Section 3.1.3 is referred to as "TWE Non-Broadband Group Proprietary Information." Notwithstanding the foregoing, except with respect to the Mystro Proprietary Information, Proprietary Information consisting of marketing and sales information concerning the provision of services to customers by either the TWE Broadband Group or the TWE Non-Broadband Group, including without limitation, customer contact information, projections, plans and user data, shall remain owned by the Group providing such services and shall be deemed "Customer-Related Proprietary Information" of that Group, but such information shall not be included in the license grants of "TWE Broadband Group Proprietary Information" or "TWE Non-Broadband Group Proprietary Information" pursuant to Section 3.3. 3.2 Allocation of Proprietary Information Within a Group. Each Group may allocate ownership of Proprietary Information owned by that Group to the appropriate member or members within that Group. 3.3 License Grants for Proprietary Information. 10

3.3.1 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective concurrently with the TWE Distribution, TWE hereby grants, and agrees to cause each other TWE Broadband Member to grant, to Holdco a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to, in the conduct of the TWE Non-Broadband Business, use any TWE Broadband Group Proprietary Information (other than Customer-Related Proprietary Information) that is used in the TWE Non-Broadband Business as of the Closing and to use any Proprietary Information relating to the Mystro Business that is not otherwise defined as Mystro Proprietary Information, regardless of whether such Proprietary Information is used in the TWE NonBroadband Business as of the Closing. 3.3.2 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective immediately following the Closing, Holdco hereby grants, and agrees to cause each other TWE Non-Broadband Member to grant, to TWE a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to, in the

3.3.1 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective concurrently with the TWE Distribution, TWE hereby grants, and agrees to cause each other TWE Broadband Member to grant, to Holdco a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to, in the conduct of the TWE Non-Broadband Business, use any TWE Broadband Group Proprietary Information (other than Customer-Related Proprietary Information) that is used in the TWE Non-Broadband Business as of the Closing and to use any Proprietary Information relating to the Mystro Business that is not otherwise defined as Mystro Proprietary Information, regardless of whether such Proprietary Information is used in the TWE NonBroadband Business as of the Closing. 3.3.2 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective immediately following the Closing, Holdco hereby grants, and agrees to cause each other TWE Non-Broadband Member to grant, to TWE a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to, in the conduct of the TWE Broadband Business, use any TWE Non-Broadband Group Proprietary Information (other than Customer-Related Proprietary Information and other than the Mystro Proprietary Information) that is used in the TWE Broadband Business as of the Closing. 3.4 Confidentiality Obligations. With respect to Proprietary Information owned by the other Group, each Group shall: 3.4.1 restrict disclosure of such Proprietary Information to its employees, contractors, Affiliates and advisors with a need to know ("Authorized Persons") and obligate such Authorized Persons to conduct themselves in accordance with the obligations assumed herein, and 3.4.2 not disclose such Proprietary Information to any Third Party without the prior written approval of such other Group. 3.5 Limitations on Confidentiality Restrictions. The restrictions concerning the use or disclosure of Proprietary Information contained in Section 3.4 shall not apply to information: 3.5.1 lawfully received free of restriction from another source that was not legally or contractually prohibited from disclosing such information; 3.5.2 after it has become generally available to the public without breach of this Agreement; 3.5.3 independently developed or derived by the recipient without use of the Proprietary Information; or 11

3.5.4 that the Group who owns such information agrees, in writing, may be used or disclosed and then only to the extent of such agreement. 3.6 Compelled Production. The restrictions concerning the use or disclosure of Proprietary Information contained in Section 3.4 shall not preclude a member of either Group, on the good faith advice of counsel, from complying with applicable law or other demand under lawful process, including a discovery request in a civil litigation or from a governmental agency or official, if the member first gives the Group owning the relevant Proprietary Information prompt notice of the required disclosure and cooperates with the owning Group, at the owning Group's sole expense, in seeking reasonable protective arrangements with the party requiring disclosure under applicable law or other demand under lawful process. In no event shall such cooperation require any member of a Group to take any action which, on the advice of its counsel, could result in the imposition of any sanctions or other penalties against that member. 3.7 Furnishing of Proprietary Information. Except as required by the terms of this Agreement, no member of any Group is required to furnish any physical manifestations of any Proprietary Information to any member of any

3.5.4 that the Group who owns such information agrees, in writing, may be used or disclosed and then only to the extent of such agreement. 3.6 Compelled Production. The restrictions concerning the use or disclosure of Proprietary Information contained in Section 3.4 shall not preclude a member of either Group, on the good faith advice of counsel, from complying with applicable law or other demand under lawful process, including a discovery request in a civil litigation or from a governmental agency or official, if the member first gives the Group owning the relevant Proprietary Information prompt notice of the required disclosure and cooperates with the owning Group, at the owning Group's sole expense, in seeking reasonable protective arrangements with the party requiring disclosure under applicable law or other demand under lawful process. In no event shall such cooperation require any member of a Group to take any action which, on the advice of its counsel, could result in the imposition of any sanctions or other penalties against that member. 3.7 Furnishing of Proprietary Information. Except as required by the terms of this Agreement, no member of any Group is required to furnish any physical manifestations of any Proprietary Information to any member of any other Group. 3.8 No Contravention Of Existing License Agreements. Nothing in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement changes, alters, limits or expands any current rights that any TWE Broadband Member or any TWE Non-Broadband Member may have been granted as of the Closing by any Person to use Proprietary Information. For purposes of clarity, the Parties understand and agree that the purpose of the licenses to use Proprietary Information granted herein is to allow to continue after Closing certain incidental uses by one Group of the other Group's Proprietary Information which have taken place in the Groups prior to Closing and neither Group shall seek to use any license to Proprietary Information granted hereunder to exploit Proprietary Information in a manner that was not granted prior to the Closing. 4. CONTENT 4.1 Existing Content Ownership. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Content existing as of the Closing that: 4.1.1 was created by or for or assigned, transferred, conveyed to, or otherwise owned by the TWE Broadband Group and primarily relates to, arises out of or results from the TWE Broadband Business, shall be owned by the TWE Broadband Group. Content retained by the TWE Broadband Group pursuant to this Section 4.1.1 is referred to as "TWE Broadband Group Content"; and 4.1.2 constitutes all Content other than TWE Broadband Group Content created by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group shall be owned by the TWE Non-Broadband Group. Content allocated to the TWE Non-Broadband Group pursuant to this Section 4.1.2 is referred to as "TWE Non-Broadband Group Content." 12

4.2 Allocation of Content Within a Group. Each Group may allocate ownership of Content owned by that Group to the appropriate member or members within that Group. 4.3 No rights in TWE Non-Broadband Group Content. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, in any Ancillary Agreement or in the TWE Distribution Agreement, all Content other than TWE Broadband Group Content shall be exclusively owned by the TWE Non-Broadband Group. Nothing in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement changes, alters, limits or expands any current rights that any TWE Broadband Member or any TWE Non-Broadband Member may have been granted as of the Closing by any Person to reproduce, distribute, publicly perform or otherwise use Content. 5. PATENTS. 5.1 Ownership of Existing Patents. As between the TWE Non-Broadband Group and the TWE Broadband

4.2 Allocation of Content Within a Group. Each Group may allocate ownership of Content owned by that Group to the appropriate member or members within that Group. 4.3 No rights in TWE Non-Broadband Group Content. For the avoidance of doubt, and notwithstanding anything to the contrary contained herein, in any Ancillary Agreement or in the TWE Distribution Agreement, all Content other than TWE Broadband Group Content shall be exclusively owned by the TWE Non-Broadband Group. Nothing in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement changes, alters, limits or expands any current rights that any TWE Broadband Member or any TWE Non-Broadband Member may have been granted as of the Closing by any Person to reproduce, distribute, publicly perform or otherwise use Content. 5. PATENTS. 5.1 Ownership of Existing Patents. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Patents existing as of the Closing that: 5.1.1 were invented or developed by or for or assigned, transferred, conveyed to, or otherwise owned by the TWE Broadband Group, including but not limited to, those set forth on Schedule B hereto, shall be owned by the TWE Broadband Group; provided that, Patents set forth on Schedule C hereto, to the extent they are owned by or licensed to either Group as of the Closing, (the "Mystro Patents") shall not be allocated to the TWE Broadband Group. Patents owned by the TWE Broadband Group pursuant to this Section 5.1.1 are referred to as "Existing TWE Broadband Group Patents"; 5.1.2 were invented or developed by or for or assigned, transferred, conveyed to, or otherwise owned by the TWE Non-Broadband Group, including but not limited to, those set forth on Schedule D hereto, shall be owned by the TWE Non-Broadband Group. Mystro Patents shall also be allocated to the TWE Non-Broadband Group. Patents owned by the TWE Non-Broadband Group pursuant to this Section 5.1.2 are referred to as "Existing TWE Non-Broadband Group Patents"); and 5.1.3 were invented or developed by one or more TWE Broadband Members and one or more TWE NonBroadband Members shall be owned jointly by the TWE Non-Broadband Group and the TWE Broadband Group. Patents jointly owned by the TWE Non-Broadband Group and the TWE Broadband Group pursuant to this Section 5.1.3 are referred to as "Joint Patents." 5.2 License to Existing Patents. 5.2.1 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective concurrently with the TWE Distribution, TWE hereby grants, and agrees to cause each other TWE Broadband Group Member to grant, to Holdco (i) under Existing TWE Broadband Group Patents, including, for the purpose of clarification, all counterparts, continuations, divisions, reissues, reexaminations and renewals thereof, that are used in the TWE Non-Broadband Business as of the Closing and (ii) under Patents relating to the Mystro Business that are not otherwise defined as Mystro Patents, regardless of whether such 13

Patents are used in the TWE Non-Broadband Business as of the Closing, a nonexclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable, (except as provided in Section 10.1), royalty-free and irrevocable license to make, have made, use, offer to sell, sell and import any and all products and services in the conduct of the TWE Non-Broadband Business. 5.2.2 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective immediately following the Closing, Holdco hereby grants, and agrees to cause each other TWE Non-Broadband Group Member to grant, to TWE under Existing TWE Non-Broadband Group Patents (other than the Mystro Patents), including, for the purpose of clarification, all counterparts, continuations, divisions, reissues, reexaminations and renewals thereof, that are used in the TWE Broadband Business as of the Closing, a nonexclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as

Patents are used in the TWE Non-Broadband Business as of the Closing, a nonexclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable, (except as provided in Section 10.1), royalty-free and irrevocable license to make, have made, use, offer to sell, sell and import any and all products and services in the conduct of the TWE Non-Broadband Business. 5.2.2 Subject to the terms and conditions of this Agreement, and subject to rights of Third Parties and licenses in effect as of the Closing, effective immediately following the Closing, Holdco hereby grants, and agrees to cause each other TWE Non-Broadband Group Member to grant, to TWE under Existing TWE Non-Broadband Group Patents (other than the Mystro Patents), including, for the purpose of clarification, all counterparts, continuations, divisions, reissues, reexaminations and renewals thereof, that are used in the TWE Broadband Business as of the Closing, a nonexclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable license to make, have made, use, offer to sell, sell and import any and all products and services in the conduct of the TWE Broadband Business. 5.2.3 Customer Pass-Through. The license grants in Section 5.2 further include the right of each Group to pass through to its customers the right to use and resell products and services sold by that Group alone or in combination with any other products and services sold by that Group, whether or not furnished at the same time. 6. JOINTLY OWNED PATENTS 6.1 Rights as Joint Owners. Each of Holdco (and each other TWE Non-Broadband Member) and TWE (and each other TWE Broadband Member) shall have the right to (i) use and exploit the Joint Patents, (ii) subject to the rights set forth in Section 6.3, license the Joint Patents to Third Parties on a non-exclusive basis and (iii) subject to the prior written consent of the other Group, transfer its ownership interest in any or all Joint Patents to any Third Party provided that such Third Party agrees in writing to the provisions of Section 6, in each case without restriction and without the obligation to account to the other Group for compensation or profits derived therefrom. 6.2 Obtaining Patent Protection. With respect to any Joint Patents, Holdco shall have the right, but not the obligation, to prepare and file patent applications on behalf of both Parties and to prosecute same. Prior to the contemplated filing, Holdco shall submit a substantially completed draft of such patent applications to TWE for approval, which approval shall not be unreasonably withheld or delayed. In the event of an imminent statutory bar to patenting, Holdco shall have the right to file a patent application, for the invention on which a patent would be barred, without first receiving approval from TWE, in order to preserve the patent rights to such invention. Holdco and TWE shall equally bear the reasonable costs of preparing, filing, prosecuting and maintaining any Joint Patents. Should Holdco not wish to prepare, file, prosecute, maintain or issue any patent application for a Joint Patent, or maintain a patent issuing from any such patent applications, in any particular country, Holdco shall grant TWE any necessary authority to file, prosecute, maintain or issue such patent application, or maintain such Patent, in the 14

name of TWE. Likewise, should TWE not wish to prepare, file, prosecute, maintain or issue any patent application for a Joint Patent, or maintain a patent issuing from such patent applications, in any particular country, TWE shall grant Holdco any necessary authority to prepare, file, prosecute, issue and maintain such patent application, or maintain such a patent, in the name of Holdco. 6.3 Infringement by Third Parties. Should either Holdco or TWE become aware of any infringement or misappropriation of Joint Patents, such Party shall communicate promptly the details to the other Party and the Parties will meet and confer regarding any enforcement action with respect to such Joint Patent. If the Parties decide jointly to bring an action for infringement or misappropriation of each Joint Patent, the Parties shall equally share all actual and reasonable expenses associated herewith (except for the value of the time of each Party's employees in connection with the action; each Party shall alone bear its employee expenses) and any resulting damages or compensation, including any amounts paid in settlement. If the Parties decide not to jointly bring such an action, either Party or any of its Affiliates may, at its own expense (including, as the Parties shall agree on a case by case basis, compensation, if any, of the other Party for the value of time of the other Party's employees

name of TWE. Likewise, should TWE not wish to prepare, file, prosecute, maintain or issue any patent application for a Joint Patent, or maintain a patent issuing from such patent applications, in any particular country, TWE shall grant Holdco any necessary authority to prepare, file, prosecute, issue and maintain such patent application, or maintain such a patent, in the name of Holdco. 6.3 Infringement by Third Parties. Should either Holdco or TWE become aware of any infringement or misappropriation of Joint Patents, such Party shall communicate promptly the details to the other Party and the Parties will meet and confer regarding any enforcement action with respect to such Joint Patent. If the Parties decide jointly to bring an action for infringement or misappropriation of each Joint Patent, the Parties shall equally share all actual and reasonable expenses associated herewith (except for the value of the time of each Party's employees in connection with the action; each Party shall alone bear its employee expenses) and any resulting damages or compensation, including any amounts paid in settlement. If the Parties decide not to jointly bring such an action, either Party or any of its Affiliates may, at its own expense (including, as the Parties shall agree on a case by case basis, compensation, if any, of the other Party for the value of time of the other Party's employees as reasonably required, in connection with the action), enforce the Joint Patent against any Third Party infringer or misappropriating Person without the consent of the other Party, subject to the following: (i) neither Party shall have any obligation to be joined as a party plaintiff in such action without its prior written consent, which may be granted or withheld in its sole discretion, regardless of whether such joinder is required in order to confer jurisdiction in the jurisdiction in which the action is to be brought; (ii) if either Party brings any such action on its own, including cases in which the other Party consents to be named as party plaintiff, the Party bringing the action agrees to defend, indemnify and hold harmless the other Party for all losses, costs, liabilities and expenses arising out of or related to the bringing of such action; and (iii) the Party bringing such action shall not take any action, or make any admissions, that may affect the validity or enforceability of any Joint Patents without the prior written consent of the other Party. (For avoidance of doubt, the bringing of an action for infringement or misappropriation of a Joint Patent that results in an adverse judgment shall not be deemed such an action affecting the validity or enforceability of such Joint Patent). If the enforcing Party or an Affiliate thereof recovers any damages or compensation for any action the enforcing Party or such Affiliate takes hereunder, including any settlement, the enforcing Party or such Affiliate shall retain one hundred percent (100%) of such damages. If the Parties cooperate in any such enforcement action, then any recovery of damages or compensation shall be allocated pursuant to mutual agreement. For the avoidance of doubt, this Section shall not serve to restrict or in any way limit the rights of each joint owner granted in Section 6.1. 7. TRADEMARKS. 7.1 Ownership of Trademarks. As between the TWE Non-Broadband Group and the TWE Broadband Group, any Trademarks existing as of the Closing that: 7.1.1 were created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by the TWE Broadband Group and primarily relate to, 15

arise out of or result from the TWE Broadband Business, shall be owned by the TWE Broadband Group; provided that, Trademarks set forth on Schedule E, to the extent they are owned by or licensed to either Group as of the Closing, shall not be allocated to the TWE Broadband Group. Trademarks owned by the TWE Broadband Group pursuant to this Section 7.1.1 are referred to as "TWE Broadband Group Trademarks"; and 7.1.2 constitute all Trademarks other than the TWE Broadband Group Trademarks created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group shall be owned by the TWE Non-Broadband Group. Trademarks set forth on Schedule E, to the extent they are owned by or licensed to either Group as of the Closing, shall also be allocated to the TWE Non-Broadband Group. Trademarks owned by the TWE Non-Broadband Group pursuant to this Section 7.1.2 are referred to as "TWE Non-Broadband Group Trademarks." 7.2 Allocation of Trademarks Within a Group. Each Group may allocate ownership of Trademarks owned by that Group to the appropriate member within that Group.

arise out of or result from the TWE Broadband Business, shall be owned by the TWE Broadband Group; provided that, Trademarks set forth on Schedule E, to the extent they are owned by or licensed to either Group as of the Closing, shall not be allocated to the TWE Broadband Group. Trademarks owned by the TWE Broadband Group pursuant to this Section 7.1.1 are referred to as "TWE Broadband Group Trademarks"; and 7.1.2 constitute all Trademarks other than the TWE Broadband Group Trademarks created or developed by or for or assigned, transferred, conveyed to, or otherwise owned by TWE or any other member of either Group shall be owned by the TWE Non-Broadband Group. Trademarks set forth on Schedule E, to the extent they are owned by or licensed to either Group as of the Closing, shall also be allocated to the TWE Non-Broadband Group. Trademarks owned by the TWE Non-Broadband Group pursuant to this Section 7.1.2 are referred to as "TWE Non-Broadband Group Trademarks." 7.2 Allocation of Trademarks Within a Group. Each Group may allocate ownership of Trademarks owned by that Group to the appropriate member within that Group. 7.3 No rights in TWE Non-Broadband Group Trademarks. For the avoidance of doubt, and notwithstanding anything to the contrary herein, in any Ancillary Agreement or in the TWE Distribution Agreement, all Trademarks other than the TWE Broadband Group Trademarks shall be exclusively owned by the TWE NonBroadband Group. Nothing in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement changes, alters, limits or expands any current rights that any TWE Broadband Member or any TWE NonBroadband Member may have been granted as of the Closing by any party to use Trademarks. 8. IPR FUTURES AND ISSUES OF OWNERSHIP
8.1 Ownership Unaffected by this Agreement. All Software, Proprietary Information, Patents,

8.1.1 Content and Trademarks (a) (b)

created, developed or made, or, other than by operation of this Agreement, otherwise

acquired or controlled, by a member of a Group after the Closing ("IPR Futures") shall be owned in accordance with applicable law or agreement and such ownership is not covered or in any way provided by this Agreement (other than Section 8.3 and 9 below), the TWE Distribution Agreement or any Ancillary Agreement, except that (i) Patents issuing on applications contained in the definition of Existing TWE Broadband Group Patents and all counterparts, continuations, divisions, reissues, reexaminations and renewals of Existing TWE Broadband Group Patents shall be owned by the TWE Broadband Group and (ii) Patents issuing on applications contained in the definition of 16

Existing TWE Non-Broadband Group Patents and all counterparts, continuations, divisions, reissues, reexaminations and renewals of Existing TWE Non-Broadband Group Patents shall be owned by the TWE NonBroadband Group. 8.2 No Rights or Licenses Granted. Other than 8.2.1 with respect to Patents included in the definitions of Existing TWE Non-Broadband Group Patents and Existing TWE Broadband Group Patents; and 8.2.2 as provided in the Patent Assignment, the Trademark and Service Mark Assignment, or the Copyright and Technology Assignment,

Existing TWE Non-Broadband Group Patents and all counterparts, continuations, divisions, reissues, reexaminations and renewals of Existing TWE Non-Broadband Group Patents shall be owned by the TWE NonBroadband Group. 8.2 No Rights or Licenses Granted. Other than 8.2.1 with respect to Patents included in the definitions of Existing TWE Non-Broadband Group Patents and Existing TWE Broadband Group Patents; and 8.2.2 as provided in the Patent Assignment, the Trademark and Service Mark Assignment, or the Copyright and Technology Assignment, no rights or licenses under any IPR Futures are granted pursuant to this Agreement, the TWE Distribution Agreement or any Ancillary Agreement. 8.3 Issues as to Ownership. In the event that an issue should arise under this Agreement as to the ownership of, or license rights in, particular Software, Proprietary Information, Copyrights, Content, Patents, Trademarks or IPR Futures, the Parties shall discuss and negotiate reasonably in good faith to resolve any such issue. 8.4 License of Intellectual Property Relating to the Mystro Business. To the extent the Mystro Patents, Mystro Software and the Mystro Proprietary Information is transferred to Holdco, the Parties agree to negotiate in good faith to enter into a license agreement pursuant to which Holdco grants the TWE Broadband Group a nonexclusive, non-transferable, royalty-free license, without the right to sublicense, to the Mystro Patents, the Mystro Software and the Mystro Proprietary Information. 9. ASSIGNMENT AND SUBLICENSES 9.1 Assignment Agreements. By the Patent Assignment, the Copyright and Technology Assignment and the Trademark and Service Mark Assignment, (i) concurrently with the TWE Distribution, TWE, on behalf of itself and each of its Subsidiaries, assigns to Holdco any and all right, title and interest of TWE and each of its Subsidiaries in, to and under the Existing TWE Non-Broadband Group Patents, TWE Non-Broadband Group Content, TWE Non-Broadband Group Trademarks, TWE Non-Broadband Group Software and TWE NonBroadband Group Proprietary Information, and (ii) immediately following the Closing, Holdco, on behalf of itself and each of its Subsidiaries, assigns to TWE any and all rights, title and interest of any TWE Non-Broadband Members in, to and under any Existing TWE Broadband Group Patents, TWE Broadband Group Content, TWE Broadband Group Trademarks, TWE Broadband Group Software and TWE Broadband Group Proprietary Information. 9.2 Assignment of TWE Non-Broadband IP Licenses. TWE, on behalf of itself and each of its Subsidiaries, does hereby assign, convey, transfer and deliver to Holdco effective concurrently with the TWE Distribution, all of TWE's and each of its Subsidiaries' entire right, title and interest, to, in and under all TWE Non-Broadband IP Licenses, in accordance with the terms of such licenses and only to the extent TWE has the right to do so (subject to its obligations in Section 17.3.1), together with any and all rights 17

and licenses granted to the TWE Non-Broadband Group pursuant to this Agreement. Immediately after the assignment to Holdco set forth in this Section 9.2, TWE and the other TWE Broadband Members shall no longer retain any rights or licenses granted to the TWE Non-Broadband Group pursuant to this Agreement. 9.3 Assignment of TWE Broadband IP Licenses. Holdco, on behalf of itself and each of its Subsidiaries, does hereby assign, convey, transfer and deliver to TWE effectively immediately following the Closing, all of Holdco's and each of its Subsidiaries' entire right, title and interest, to, in and under all TWE Broadband IP Licenses, in accordance with the terms of such licenses and only to the extent Holdco has the right to do so (subject to its obligations in Section 17.3.1), together with any and all rights and licenses granted to the TWE Broadband Group pursuant to

and licenses granted to the TWE Non-Broadband Group pursuant to this Agreement. Immediately after the assignment to Holdco set forth in this Section 9.2, TWE and the other TWE Broadband Members shall no longer retain any rights or licenses granted to the TWE Non-Broadband Group pursuant to this Agreement. 9.3 Assignment of TWE Broadband IP Licenses. Holdco, on behalf of itself and each of its Subsidiaries, does hereby assign, convey, transfer and deliver to TWE effectively immediately following the Closing, all of Holdco's and each of its Subsidiaries' entire right, title and interest, to, in and under all TWE Broadband IP Licenses, in accordance with the terms of such licenses and only to the extent Holdco has the right to do so (subject to its obligations in Section 17.3.1), together with any and all rights and licenses granted to the TWE Broadband Group pursuant to this Agreement. Immediately after the assignment to TWE set forth in this Section 9.3, Holdco and the other TWE Non-Broadband Members shall no longer retain any rights or licenses granted to the TWE Broadband Group pursuant to this Agreement. 9.4 Sublicense of TWE Non-Broadband Technology Licenses. Effective immediately following the Closing and subject to the terms and conditions of this Agreement, Holdco hereby grants to TWE a non-exclusive, fully paidup, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as provided in Section 10.1), royalty-free and irrevocable sublicense to use TWE Non-Broadband Technology Licenses that were used in the TWE Broadband Business as of the Closing, in accordance with the terms set forth in such license agreements and only to the extent that Holdco has the right to do so (subject to its obligations in Section 17.3.2 herein). 9.5 Sublicense of TWE Broadband Technology Licenses. Effective concurrently with the TWE Distribution and subject to the terms and conditions of this Agreement, TWE, on behalf of itself and each other TWE Broadband Member, hereby grants to Holdco a non-exclusive, fully paid-up, worldwide, perpetual, non-sublicensable (except as provided in Section 10.2), non-assignable (except as set forth as provided in Section 10.1), royaltyfree and irrevocable sublicense to use TWE Broadband Technology Licenses that were used in the TWE NonBroadband Business as of the Closing, in accordance with the terms set forth in such license agreements and only to the extent TWE has the right to do so (subject to its obligations in Section 17.3.2 herein). 9.5.1 Copies of Licensed Software. If certain copies of licensed Software are used exclusively by the TWE Non-Broadband Group and other copies of the Software are used exclusively by the TWE Broadband Group (and assuming those other copies are licensed to TWE as of the Closing), then those copies of the Software used exclusively by the TWE Non-Broadband Group shall be treated as provided in Section 9.2 and those copies of the Software used exclusively by the TWE Broadband Group shall be retained by the TWE Broadband Group. 9.6 Acquisition of Subsidiary by Holdco. The Parties recognize that one or more Subsidiaries of TWE will no longer be Subsidiaries of TWE following the Closing but will become Subsidiaries of Holdco. Such Subsidiaries shall not be required to assign 18

to Holdco any TWE Non-Broadband IP Licenses under Section 9.2 or any other intellectual property allocated to the TWE Non-Broadband Group pursuant to this Agreement because Holdco will obtain control of such TWE Non-Broadband IP License or other intellectual property through equity ownership of that Subsidiary. Accordingly, to the extent that Holdco obtains as a Subsidiary a Subsidiary of TWE, which Subsidiary would, but for the operation of this Section 9.6, have assigned to Holdco its TWE Non-Broadband IP Licenses by operation of Section 9.2 or other intellectual property by operation of the Copyright and Technology Assignment, the Patent Assignment or the Trademark and Service Mark Assignment, then the assignment of such rights, and only such rights, shall not be deemed to have been made by operation of the Copyright and Technology Assignment, the Patent Assignment, the Trademark and Service Mark Assignment or Section 9.2. Otherwise, the assignments of this Agreement are unaffected by this Section 9.6. 9.7 Failure of Assignment of TWE Non-Broadband IP Licenses. In the event that a particular TWE NonBroadband IP License cannot be assigned by TWE to Holdco after assistance has been fully rendered in

to Holdco any TWE Non-Broadband IP Licenses under Section 9.2 or any other intellectual property allocated to the TWE Non-Broadband Group pursuant to this Agreement because Holdco will obtain control of such TWE Non-Broadband IP License or other intellectual property through equity ownership of that Subsidiary. Accordingly, to the extent that Holdco obtains as a Subsidiary a Subsidiary of TWE, which Subsidiary would, but for the operation of this Section 9.6, have assigned to Holdco its TWE Non-Broadband IP Licenses by operation of Section 9.2 or other intellectual property by operation of the Copyright and Technology Assignment, the Patent Assignment or the Trademark and Service Mark Assignment, then the assignment of such rights, and only such rights, shall not be deemed to have been made by operation of the Copyright and Technology Assignment, the Patent Assignment, the Trademark and Service Mark Assignment or Section 9.2. Otherwise, the assignments of this Agreement are unaffected by this Section 9.6. 9.7 Failure of Assignment of TWE Non-Broadband IP Licenses. In the event that a particular TWE NonBroadband IP License cannot be assigned by TWE to Holdco after assistance has been fully rendered in accordance with the obligations set forth in Section 17.3.1, then, with respect to such a TWE Non-Broadband IP License that is 9.7.1 an Outbound TWE Non-Broadband IP License, TWE hereby irrevocably appoints Holdco as TWE's exclusive agent for administering such Outbound TWE Non-Broadband IP License and hereby irrevocably assigns to Holdco any and all right, title and interest in and to all royalties and other payments to be paid to TWE pursuant to such Outbound TWE Non-Broadband IP License. TWE shall, on behalf of itself and each of its Subsidiaries, at any time without charge to Holdco, sign all papers, take all rightful oaths, and do all acts which Holdco believes to be necessary, desirable or convenient to effect such appointment and assignment, including sending such letters as Holdco may request directing licensees under such Outbound TWE Non-Broadband IP Licenses to make payments to Holdco. 9.7.2 an Inbound TWE Non-Broadband IP License, TWE shall, to the fullest extent permitted by such Inbound TWE Non-Broadband IP License, exercise its rights for the maximum benefit and protection of Holdco, and TWE, to the fullest extent permitted without jeopardizing Holdco's license rights under such Inbound TWE NonBroadband IP License, hereby irrevocably appoints Holdco as an agent for TWE under such Inbound TWE Non-Broadband IP License with full authority to act on behalf of TWE to ensure that the TWE Non-Broadband Group enjoys the maximum benefit and protection of such Inbound TWE Non-Broadband IP License. TWE shall, on behalf of itself and each of its Subsidiaries, at any time without charge to Holdco, sign all papers, take all rightful oaths, and do all acts which Holdco believes to be necessary, desirable or convenient to effect such appointment, including sending such letters as Holdco may request advising licensors of such appointment. 9.8 Failure of Assignment of TWE Broadband IP Licenses. In the event that a particular TWE Broadband IP License cannot be assigned by Holdco to TWE after assistance has been fully rendered in accordance with the obligations set forth in Section 17.3.1, then, with respect to such a TWE Broadband IP License that is 19

9.8.1 an Outbound TWE Broadband IP License, Holdco hereby irrevocably appoints TWE as Holdco's exclusive agent for administering such Outbound TWE Broadband IP License and hereby irrevocably assigns to TWE any and all right, title and interest in and to all royalties and other payments to be paid to Holdco pursuant to such Outbound TWE Broadband IP License. Holdco shall, on behalf of itself and each of its Subsidiaries, at any time without charge to TWE, sign all papers, take all rightful oaths, and do all acts which TWE believes to be necessary, desirable or convenient to effect such appointment and assignment, including sending such letters as TWE may request directing licensees under such Outbound TWE Broadband IP Licenses to make payments to TWE. 9.8.2 an Inbound TWE Broadband IP License, Holdco shall, to the fullest extent permitted by such Inbound TWE Broadband IP License, exercise its rights for the maximum benefit and protection of TWE, and Holdco, to the fullest extent permitted without jeopardizing TWE's license rights under such Inbound TWE Broadband IP License, hereby irrevocably appoints TWE as an agent for Holdco under such Inbound TWE Broadband IP License with full authority to act on behalf of Holdco to ensure that the TWE Broadband Group enjoys the

9.8.1 an Outbound TWE Broadband IP License, Holdco hereby irrevocably appoints TWE as Holdco's exclusive agent for administering such Outbound TWE Broadband IP License and hereby irrevocably assigns to TWE any and all right, title and interest in and to all royalties and other payments to be paid to Holdco pursuant to such Outbound TWE Broadband IP License. Holdco shall, on behalf of itself and each of its Subsidiaries, at any time without charge to TWE, sign all papers, take all rightful oaths, and do all acts which TWE believes to be necessary, desirable or convenient to effect such appointment and assignment, including sending such letters as TWE may request directing licensees under such Outbound TWE Broadband IP Licenses to make payments to TWE. 9.8.2 an Inbound TWE Broadband IP License, Holdco shall, to the fullest extent permitted by such Inbound TWE Broadband IP License, exercise its rights for the maximum benefit and protection of TWE, and Holdco, to the fullest extent permitted without jeopardizing TWE's license rights under such Inbound TWE Broadband IP License, hereby irrevocably appoints TWE as an agent for Holdco under such Inbound TWE Broadband IP License with full authority to act on behalf of Holdco to ensure that the TWE Broadband Group enjoys the maximum benefit and protection of such Inbound TWE Broadband IP License. Holdco shall, on behalf of itself and each of its Subsidiaries, at any time without charge to TWE, sign all papers, take all rightful oaths, and do all acts which TWE believes to be necessary, desirable or convenient to effect such appointment, including sending such letters as TWE may request advising licensors of such appointment. 9.9 Order of Precedence. In the event of any inconsistency between the terms and conditions of this Agreement and those of the Patent Assignment, the Copyright and Technology Assignment, or the Trademark and the Service Mark Assignment, the order of priority shall be first the Patent Assignment, the Copyright and Technology Assignment, or the Trademark and Service Mark Assignment, as applicable, and second this Agreement. 10. ASSIGNMENT/SUBLICENSING 10.1 Assignments. 10.1.1 Neither Party shall assign its rights or obligations under this Agreement without the prior written consent of the other Party, unless such assignment is to a Person who is or becomes an Affiliate of such Party. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the successors, legal representatives and permitted assigns of each of the Parties. 10.1.2 Except as provided in Section 10.2 below and subject to the terms and conditions of this Agreement and the Ancillary Agreements, as applicable, each Party shall have the right to assign, transfer, convey, license or use in any manner, any intellectual property, including Software, Proprietary Information, Patents, Content and Trademarks, owned by such Party, whether as a result of allocations, assignments or transfers set forth in or contemplated by this Agreement, the Ancillary Agreements or otherwise. 20

10.2 Sublicense Rights. Neither Party shall sublicense any of the intellectual property rights licensed to it pursuant to Sections 2.3, 3.3 or 5.2 hereof without the prior written consent of the other Party, unless such sublicense is to a Person who is or becomes an Affiliate of such Party; provided that, the sublicense granted to such Person shall only be effective for so long as such Person remains an Affiliate of such Party. 11. INFRINGEMENT TWE and Holdco agree to reasonably cooperate with each other in the protection and enforcement of the intellectual property licensed to the other Party pursuant to this Agreement. Licensor may, in its sole discretion, commence or prosecute and effect the disposition of any claims or suits relative to the infringement, misappropriation and/or unlawful use of the licensed intellectual property in its own name and may, with Licensee's permission, such permission not to be unreasonably withheld or delayed, join Licensee as a party in the prosecution of such claims or suits. Licensee agrees to reasonably cooperate with Licensor in connection with any such claims or suits and undertakes to furnish reasonable assistance to Licensor in the conduct of all proceedings in regard thereto. Both Parties shall promptly notify the other party in writing of any infringement,

10.2 Sublicense Rights. Neither Party shall sublicense any of the intellectual property rights licensed to it pursuant to Sections 2.3, 3.3 or 5.2 hereof without the prior written consent of the other Party, unless such sublicense is to a Person who is or becomes an Affiliate of such Party; provided that, the sublicense granted to such Person shall only be effective for so long as such Person remains an Affiliate of such Party. 11. INFRINGEMENT TWE and Holdco agree to reasonably cooperate with each other in the protection and enforcement of the intellectual property licensed to the other Party pursuant to this Agreement. Licensor may, in its sole discretion, commence or prosecute and effect the disposition of any claims or suits relative to the infringement, misappropriation and/or unlawful use of the licensed intellectual property in its own name and may, with Licensee's permission, such permission not to be unreasonably withheld or delayed, join Licensee as a party in the prosecution of such claims or suits. Licensee agrees to reasonably cooperate with Licensor in connection with any such claims or suits and undertakes to furnish reasonable assistance to Licensor in the conduct of all proceedings in regard thereto. Both Parties shall promptly notify the other party in writing of any infringement, misappropriation or illegal uses by others of the licensed intellectual property. 12. NO WARRANTIES OR REPRESENTATIONS ALL SOFTWARE, PROPRIETARY INFORMATION, PATENTS AND CONTENT COVERED UNDER THIS AGREEMENT ARE FURNISHED "AS IS," WITHOUT ANY SUPPORT, ASSISTANCE, MAINTENANCE OR WARRANTIES OF ANY KIND, WHATSOEVER. EACH GROUP ASSUMES TOTAL RESPONSIBILITY AND RISK FOR ITS USE OF ANY SOFTWARE, PATENTS, PROPRIETARY INFORMATION OR CONTENT COVERED BY THIS AGREEMENT. NEITHER GROUP MAKES, AND EACH GROUP EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT SUCH SOFTWARE, PATENTS, PROPRIETARY INFORMATION OR CONTENT IS "ERROR FREE." 13. GOVERNING LAW; IP CLAIMS 13.1 Choice of Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its principles of conflicts of law. Except as otherwise provided herein, TWE and Holdco, each on behalf of itself and the members of its respective Group, hereby irrevocably submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or absent subject matter jurisdiction in that court, the state courts of 21

the State of New York located in New York County for all actions, suits or proceedings arising in connection with this Agreement. 13.2 Intellectual Property Rights. Notwithstanding any provision in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement, in no event shall any claims, disputes or controversies between the Parties which potentially concern the validity, enforceability, infringement or misappropriation of any intellectual property rights, including any rights protectable under intellectual property law anywhere throughout the world such as Patent, Copyright, trade secret and Trademark law, be subject to resolution by arbitration. 13.3 Equitable Remedies. The Parties recognize that money damages alone may not be an adequate remedy for any breach or threatened breach of any obligation hereunder involving intellectual property rights or either Party exceeding the scope of its license and rights hereunder. The Parties therefore agree that in addition to any other remedies available hereunder, by law or otherwise, the non-breaching Party shall be entitled to seek injunctive relief against any such continued action by the other Parties. 13.4 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section

the State of New York located in New York County for all actions, suits or proceedings arising in connection with this Agreement. 13.2 Intellectual Property Rights. Notwithstanding any provision in this Agreement, the TWE Distribution Agreement or any Ancillary Agreement, in no event shall any claims, disputes or controversies between the Parties which potentially concern the validity, enforceability, infringement or misappropriation of any intellectual property rights, including any rights protectable under intellectual property law anywhere throughout the world such as Patent, Copyright, trade secret and Trademark law, be subject to resolution by arbitration. 13.3 Equitable Remedies. The Parties recognize that money damages alone may not be an adequate remedy for any breach or threatened breach of any obligation hereunder involving intellectual property rights or either Party exceeding the scope of its license and rights hereunder. The Parties therefore agree that in addition to any other remedies available hereunder, by law or otherwise, the non-breaching Party shall be entitled to seek injunctive relief against any such continued action by the other Parties. 13.4 Bankruptcy. This Agreement constitutes a license of "intellectual property" within the meaning of Section 365(n) of the United States Bankruptcy Code. If Section 365(n) of the United States Bankruptcy Code (or any successor provision) is applicable, and the trustee or debtor-in-possession has rejected this Agreement and if the Licensee has elected pursuant to Section 365(n) to retain its rights hereunder, then upon written request of Licensee, to the extent Licensee is otherwise entitled hereunder, the trustee or debtor-in-possession shall provide to Licensee any intellectual property (including embodiments thereof) held or controlled by the trustee or debtorin-possession. 14. NOTICE Unless otherwise provided in this Agreement, all notices, consents, approvals, waivers and the like made hereunder shall be in written English addressed as provided below, shall reference this Agreement and shall be sent by any of the following methods: (a) certified mail, postage-prepaid, return-receipt requested, (b) a delivery service which requires proof of delivery signed by the recipient or (c) properly-transmitted facsimile followed by written confirmation in accordance with methods (a), (b) or first-class U.S. mail. The date of notice shall be deemed to be the date it was received (in the case of method (c) above, the date of notice shall be deemed to be the date that the facsimile copy is received). A Party may change its address for notice by written notice delivered in accordance with this Section 14.
If to Holdco to: Warner Communications Inc. c/o AOL Time Warner Inc. 75 Rockefeller Plaza New York, NY 10019 Attn: General Counsel Fax: 212-258-3172 22

If to TWE to:

Time Warner Entertainment Company, L.P. 75 Rockefeller Plaza New York, NY 10019 Attn: General Counsel Fax: 212-259-3172

In each case with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Robert B. Schumer, Esq. Fax: 212-757-3990

If to TWE to:

Time Warner Entertainment Company, L.P. 75 Rockefeller Plaza New York, NY 10019 Attn: General Counsel Fax: 212-259-3172

In each case with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison 1285 Avenue of the Americas New York, New York 10019 Attn: Robert B. Schumer, Esq. Fax: 212-757-3990 Prior to the consummation of the AT&T Comcast Merger: AT&T Corp. 295 North Maple Avenue Basking Ridge, New Jersey 07920 Attn: Secretary Fax: 908-953-8360 With a copy to: Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Attn: Trevor S. Norwitz Fax: 212-403-2000 Following the consummation of the AT&T Comcast Merger: Comcast Corporation 1500 Market Street Philadelphia, Pennsylvania 19102 Attn: General Counsel Fax: 215-981-7794 With a copy to: 23

Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attn: Dennis S. Hersch William L. Taylor Fax: 212-450-4800 15. FURTHER DUE DILIGENCE

TWE and Holdco acknowledge that following the execution of this Agreement and prior to the Closing, TWE and Holdco will be conducting further due diligence into the Patents, Content and other intellectual property owned by the Groups. TWE and Holdco agree to work in good faith to ensure that the intellectual property covered by this Agreement has been properly allocated, assigned and licensed to each Group according to principles set forth in this Agreement. 16. FEES AND EXPENSES All Transaction Expenses incurred by either of the Parties or its Affiliates shall be paid as set forth in the

Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 Attn: Dennis S. Hersch William L. Taylor Fax: 212-450-4800 15. FURTHER DUE DILIGENCE

TWE and Holdco acknowledge that following the execution of this Agreement and prior to the Closing, TWE and Holdco will be conducting further due diligence into the Patents, Content and other intellectual property owned by the Groups. TWE and Holdco agree to work in good faith to ensure that the intellectual property covered by this Agreement has been properly allocated, assigned and licensed to each Group according to principles set forth in this Agreement. 16. FEES AND EXPENSES All Transaction Expenses incurred by either of the Parties or its Affiliates shall be paid as set forth in the Restructuring Agreement. 17. MISCELLANEOUS 17.1 No Other Rights. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE ANCILLARY AGREEMENTS, NO OTHER RIGHTS OR LICENSES ARE GRANTED. 17.2 No Enforcement Against Third-Party. Notwithstanding any provision of this Agreement or the Ancillary Agreements, in no event shall any member of any Group be required to enforce or otherwise assert against any Person any intellectual property rights. 17.3 Further Assurances. Each Party covenants to execute upon request any further documents reasonably necessary to effect the express terms and conditions of this Agreement, including such documents as are reasonably necessary to vest title in intellectual property rights as provided in this Agreement. All expenses incurred in connection with such actions shall be paid in accordance with Section 16. 17.3.1 Assistance with Assignment. TWE, on behalf of itself and each other TWE Broadband Member, and Holdco, on behalf of itself and each other TWE Non-Broadband Member, shall, at any time without charge to the other Party, sign all papers, take all rightful oaths, and do all acts which the other Party believes are necessary, desirable or convenient to assign, convey, transfer and deliver to such other Party any licenses to be assigned pursuant to Section 9.2 or 9.3, and to record such assignments with the appropriate Governmental Authorities, including without limitation, using reasonable efforts to seek consent of any party to any such license for the assignment of the same to the other Party. It is understood and agreed that neither Party shall be required to 24

undertake extraordinary or unreasonable measures to obtain any necessary consent, including making any expenditures or accepting any material changes in the terms of any license agreement for which consent is sought. 17.3.2 Assistance with Sublicense. TWE, on behalf of itself and each other TWE Broadband Member, and Holdco, on behalf of itself and each other TWE Non-Broadband Member, shall at any time without charge to the other Party, sign all papers, take all rightful oaths, and do all acts which the other Party believes is necessary, desirable or convenient to sublicense to such other Party any licenses to be sublicensed pursuant to Section 9.4. or 9.5, including without limitation, using reasonable efforts to seek consent of any party to any such license for the sublicense of the same to such other Party. It is understood and agreed that neither Party shall be required to undertake extraordinary or unreasonable measures to obtain any necessary consent, including making any expenditures or accepting any material changes in the terms of any license agreement for which consent is sought. 17.4 Rules of Construction. As used in this Agreement, (i) neutral pronouns and any derivations thereof shall be

undertake extraordinary or unreasonable measures to obtain any necessary consent, including making any expenditures or accepting any material changes in the terms of any license agreement for which consent is sought. 17.3.2 Assistance with Sublicense. TWE, on behalf of itself and each other TWE Broadband Member, and Holdco, on behalf of itself and each other TWE Non-Broadband Member, shall at any time without charge to the other Party, sign all papers, take all rightful oaths, and do all acts which the other Party believes is necessary, desirable or convenient to sublicense to such other Party any licenses to be sublicensed pursuant to Section 9.4. or 9.5, including without limitation, using reasonable efforts to seek consent of any party to any such license for the sublicense of the same to such other Party. It is understood and agreed that neither Party shall be required to undertake extraordinary or unreasonable measures to obtain any necessary consent, including making any expenditures or accepting any material changes in the terms of any license agreement for which consent is sought. 17.4 Rules of Construction. As used in this Agreement, (i) neutral pronouns and any derivations thereof shall be deemed to include the feminine and masculine and all terms used in the singular shall be deemed to include the plural and vice versa, as the context may require; (ii) the words "hereof," "herein," "hereunder" and other words of similar import refer to this Agreement as a whole, including all exhibits and schedules as the same may be amended or supplemented from time to time, and not to any subdivision of this Agreement; (iii) the word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (iv) descriptive headings and titles used in this Agreement are inserted for convenience of reference only and do not constitute a part of and shall not be utilized in interpreting this Agreement; (v) the words "Party" and "Parties" refer, respectively, to each or both parties to this Agreement (vi) reference to a work of authorship or information as being created or developed by a Party means that the work of authorship or information is created or developed by employees of that Party or by such other individuals, such as contractors, who have a duty to assign ownership in such work of authorship or information to such Party. This Agreement shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either Party. 17.5 Amendments. This Agreement may not be amended, changed, supplemented, waived or otherwise modified except by an instrument in writing signed by the Parties. 17.6 No Waiver. The failure of either Party to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by the other Party with its obligations hereunder, and any custom or practice of the Parties at variance with the terms hereof, shall not constitute a waiver by such Party of its right to exercise any such or other right, power or remedy or to demand such compliance. 25

17.7 Third Party Beneficiaries. The provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement. No Party hereto shall have any right, remedy or claim with respect to any provision of this Agreement or any Ancillary Agreement to the extent such provision relates solely to the other Party hereto or the members of such other party's respective Groups. No Party shall be required to deliver any notice under this Agreement or under any Ancillary Agreement to any other Party with respect to any matter in which such other Party has no right, remedy or claim. 17.8 Force Majeure. No Party shall be deemed in default of this Agreement or any Ancillary Agreement during the period of extension referred to in the next sentence to the extent that any delay or failure in the performance of its obligations under this Agreement or any Ancillary Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, criminal or terrorist acts, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay, but in no event shall such period of extension

17.7 Third Party Beneficiaries. The provisions of this Agreement and each Ancillary Agreement are solely for the benefit of the Parties and are not intended to confer upon any Person except the Parties any rights or remedies hereunder and there are no third party beneficiaries of this Agreement or any Ancillary Agreement and neither this Agreement nor any Ancillary Agreement shall provide any third person with any remedy, claim, liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement or any Ancillary Agreement. No Party hereto shall have any right, remedy or claim with respect to any provision of this Agreement or any Ancillary Agreement to the extent such provision relates solely to the other Party hereto or the members of such other party's respective Groups. No Party shall be required to deliver any notice under this Agreement or under any Ancillary Agreement to any other Party with respect to any matter in which such other Party has no right, remedy or claim. 17.8 Force Majeure. No Party shall be deemed in default of this Agreement or any Ancillary Agreement during the period of extension referred to in the next sentence to the extent that any delay or failure in the performance of its obligations under this Agreement or any Ancillary Agreement results from any cause beyond its reasonable control and without its fault or negligence, such as acts of God, criminal or terrorist acts, acts of civil or military authority, embargoes, epidemics, war, riots, insurrections, fires, explosions, earthquakes, floods, unusually severe weather conditions, labor problems or unavailability of parts, or, in the case of computer systems, any failure in electrical or air conditioning equipment. In the event of any such excused delay, the time for performance shall be extended for a period equal to the time lost by reason of the delay, but in no event shall such period of extension exceed 45 days. 17.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies each signed by less than all, but together signed by all, the Parties. 17.10 Severability. The provisions of this Agreement are severable, and in the event that any one or more provisions, or any portion thereof, are deemed illegal or unenforceable, the remaining provisions or portions thereof, as the case may be, shall remain in full force and effect unless the deletion of such provision or portion thereof shall cause this Agreement to become materially adverse to either Party, in which event the Parties shall use commercially reasonable efforts to arrive at an accommodation that best preserves for the Parties the benefits and obligations of the offending provision or portion thereof. 17.11 Entire Agreement. This Agreement together with the Ancillary Agreements set forth the entire agreement and understanding between the Parties as to the subject matter hereof and thereof and merge all prior discussions between them. Neither of the Parties shall be bound by any warranties, understandings or representations with respect to such subject matter other than as expressly provided herein, in prior written agreements, or in a writing executed with or subsequent to the execution of this Agreement by an authorized representative of the Party to be bound thereby. 26

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf by one of its duly authorized officers as of the date first written above. TIME WARNER ENTERTAINMENT COMPANY, L.P.
By: /s/ Spencer B. Hays -------------------------------------Name: Spencer B. Hays Title: Senior Vice President

WARNER COMMUNICATIONS INC.
By: /s/ Robert D. Marcus -------------------------------------Name: Robert D. Marcus Title: Senior Vice President

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf by one of its duly authorized officers as of the date first written above. TIME WARNER ENTERTAINMENT COMPANY, L.P.
By: /s/ Spencer B. Hays -------------------------------------Name: Spencer B. Hays Title: Senior Vice President

WARNER COMMUNICATIONS INC.
By: /s/ Robert D. Marcus -------------------------------------Name: Robert D. Marcus Title: Senior Vice President

27

Schedule A Excluded TWE Broadband Group Software None 1

Schedule B TWE Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------4,577,221 06/676,076 TWC-86-01 H & H Power Safety Device for CATV Tap-Off Unit --------------------------------------------------------------------------------------------------------4,578,702 06/615,814 TWC-86-02 H & H CATV Tap-Off Unit with Detachable Directional Coupler --------------------------------------------------------------------------------------------------------4,684,980 06/615,657 TWC-87-03 H & H System for Controlling Communications on a Cable Television Network --------------------------------------------------------------------------------------------------------4,673,976 06/615,778 TWC-87-04 H & H Cable Television System Data Verification Apparatus --------------------------------------------------------------------------------------------------------4,710,956 07/004,850 TWC-87-06 H & H Cable Television System --------------------------------------------------------------------------------------------------------4,754,426 07/079,228 TWC-88-05 H & H System for Controlling Communications on a Cable Television Network --------------------------------------------------------------------------------------------------------5,898,693 08/400,792 TWC-95-00 H & H Spectrum Manager For Communication Network --------------------------------------------------------------------------------------------------------5,805,154 08/572,143 TWC-95-01 H & H Integrated Broadcast Application with Broadcast Portion Having Option Display for Access to On-Demand Portion --------------------------------------------------------------------------------------------------------5,818,840 08/572,146 TWC-95-03 H & H Asymmetric ATM Switch --------------------------------------------------------------------------------------------------------5,797,010 08/577,210 TWC-95-08 H & H Multiple Run Time Execution Environment Support in a Set-Top Processor --------------------------------------------------------------------------------------------------------5,774,458 08/572,141 TWC-95-11 H & H Multiplex Amplifiers for Two-Way

Schedule A Excluded TWE Broadband Group Software None 1

Schedule B TWE Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------4,577,221 06/676,076 TWC-86-01 H & H Power Safety Device for CATV Tap-Off Unit --------------------------------------------------------------------------------------------------------4,578,702 06/615,814 TWC-86-02 H & H CATV Tap-Off Unit with Detachable Directional Coupler --------------------------------------------------------------------------------------------------------4,684,980 06/615,657 TWC-87-03 H & H System for Controlling Communications on a Cable Television Network --------------------------------------------------------------------------------------------------------4,673,976 06/615,778 TWC-87-04 H & H Cable Television System Data Verification Apparatus --------------------------------------------------------------------------------------------------------4,710,956 07/004,850 TWC-87-06 H & H Cable Television System --------------------------------------------------------------------------------------------------------4,754,426 07/079,228 TWC-88-05 H & H System for Controlling Communications on a Cable Television Network --------------------------------------------------------------------------------------------------------5,898,693 08/400,792 TWC-95-00 H & H Spectrum Manager For Communication Network --------------------------------------------------------------------------------------------------------5,805,154 08/572,143 TWC-95-01 H & H Integrated Broadcast Application with Broadcast Portion Having Option Display for Access to On-Demand Portion --------------------------------------------------------------------------------------------------------5,818,840 08/572,146 TWC-95-03 H & H Asymmetric ATM Switch --------------------------------------------------------------------------------------------------------5,797,010 08/577,210 TWC-95-08 H & H Multiple Run Time Execution Environment Support in a Set-Top Processor --------------------------------------------------------------------------------------------------------5,774,458 08/572,141 TWC-95-11 H & H Multiplex Amplifiers for Two-Way Communication in a Full Service Network --------------------------------------------------------------------------------------------------------5,819,036 08/572,521 TWC-95-16 H & H Method for Message Addressing in a Full Service Network ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------5,671,217 08/572,142 TWC-95-17 H & H Scalable Communications Network Employing Shared Logical Nodes --------------------------------------------------------------------------------------------------------5,802,448 08/572,439 TWC-95-18 H & H Method and Apparatus for Processing Requests for Interactive Applications Based on System Resources --------------------------------------------------------------------------------------------------------5,822,676 08/572,517 TWC-95-22 H & H Digital Sterilization of Program Events --------------------------------------------------------------------------------------------------------5,822,530 08/572,306 TWC-95-23 H & H Method and Apparatus for Processing Request for Video-On-Demand Version of Interactive Applications --------------------------------------------------------------------------------------------------------5,995,134 08/572,540 TWC-95-27 H & H Method and Apparatus for Enticing a Passive Television Viewer by Automatically Playing

Schedule B TWE Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------4,577,221 06/676,076 TWC-86-01 H & H Power Safety Device for CATV Tap-Off Unit --------------------------------------------------------------------------------------------------------4,578,702 06/615,814 TWC-86-02 H & H CATV Tap-Off Unit with Detachable Directional Coupler --------------------------------------------------------------------------------------------------------4,684,980 06/615,657 TWC-87-03 H & H System for Controlling Communications on a Cable Television Network --------------------------------------------------------------------------------------------------------4,673,976 06/615,778 TWC-87-04 H & H Cable Television System Data Verification Apparatus --------------------------------------------------------------------------------------------------------4,710,956 07/004,850 TWC-87-06 H & H Cable Television System --------------------------------------------------------------------------------------------------------4,754,426 07/079,228 TWC-88-05 H & H System for Controlling Communications on a Cable Television Network --------------------------------------------------------------------------------------------------------5,898,693 08/400,792 TWC-95-00 H & H Spectrum Manager For Communication Network --------------------------------------------------------------------------------------------------------5,805,154 08/572,143 TWC-95-01 H & H Integrated Broadcast Application with Broadcast Portion Having Option Display for Access to On-Demand Portion --------------------------------------------------------------------------------------------------------5,818,840 08/572,146 TWC-95-03 H & H Asymmetric ATM Switch --------------------------------------------------------------------------------------------------------5,797,010 08/577,210 TWC-95-08 H & H Multiple Run Time Execution Environment Support in a Set-Top Processor --------------------------------------------------------------------------------------------------------5,774,458 08/572,141 TWC-95-11 H & H Multiplex Amplifiers for Two-Way Communication in a Full Service Network --------------------------------------------------------------------------------------------------------5,819,036 08/572,521 TWC-95-16 H & H Method for Message Addressing in a Full Service Network ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------5,671,217 08/572,142 TWC-95-17 H & H Scalable Communications Network Employing Shared Logical Nodes --------------------------------------------------------------------------------------------------------5,802,448 08/572,439 TWC-95-18 H & H Method and Apparatus for Processing Requests for Interactive Applications Based on System Resources --------------------------------------------------------------------------------------------------------5,822,676 08/572,517 TWC-95-22 H & H Digital Sterilization of Program Events --------------------------------------------------------------------------------------------------------5,822,530 08/572,306 TWC-95-23 H & H Method and Apparatus for Processing Request for Video-On-Demand Version of Interactive Applications --------------------------------------------------------------------------------------------------------5,995,134 08/572,540 TWC-95-27 H & H Method and Apparatus for Enticing a Passive Television Viewer by Automatically Playing Promotional Presentations of Selectable Options in Response to the Viewer's Inactivit --------------------------------------------------------------------------------------------------------6,340,987 08/572,547 TWC-95-29 H & H Method and Apparatus for Masking Latency in an Interactive Television Network --------------------------------------------------------------------------------------------------------6,044,396 08/572,145 TWC-95-35 H & H Method and Apparatus for Utilizing the Available Bit Rate in a Constrained Variable Bit Rate Channel --------------------------------------------------------------------------------------------------------5,771,435 08/572,144 TWC-95-36 H & H Method and Apparatus for Processing Requests for Video Presentations of Interactive Applications in which VOD Functionality is

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------5,671,217 08/572,142 TWC-95-17 H & H Scalable Communications Network Employing Shared Logical Nodes --------------------------------------------------------------------------------------------------------5,802,448 08/572,439 TWC-95-18 H & H Method and Apparatus for Processing Requests for Interactive Applications Based on System Resources --------------------------------------------------------------------------------------------------------5,822,676 08/572,517 TWC-95-22 H & H Digital Sterilization of Program Events --------------------------------------------------------------------------------------------------------5,822,530 08/572,306 TWC-95-23 H & H Method and Apparatus for Processing Request for Video-On-Demand Version of Interactive Applications --------------------------------------------------------------------------------------------------------5,995,134 08/572,540 TWC-95-27 H & H Method and Apparatus for Enticing a Passive Television Viewer by Automatically Playing Promotional Presentations of Selectable Options in Response to the Viewer's Inactivit --------------------------------------------------------------------------------------------------------6,340,987 08/572,547 TWC-95-29 H & H Method and Apparatus for Masking Latency in an Interactive Television Network --------------------------------------------------------------------------------------------------------6,044,396 08/572,145 TWC-95-35 H & H Method and Apparatus for Utilizing the Available Bit Rate in a Constrained Variable Bit Rate Channel --------------------------------------------------------------------------------------------------------5,771,435 08/572,144 TWC-95-36 H & H Method and Apparatus for Processing Requests for Video Presentations of Interactive Applications in which VOD Functionality is Provided During NVOD Presentations --------------------------------------------------------------------------------------------------------5,825,850 08/724,911 TWC-96-02 H & H Automatic Bypass Switch for Signal Conductor ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------5,920,700 08/706,676 TWC-96-03 H & H Multimedia Content Management for Interactive Digital TV System for Managing the Addition/Deletion of Media Assets within a Network Based on Usage and Media Asset Metadata --------------------------------------------------------------------------------------------------------5,930,361 08/777,611 TWC-96-04 H & H Video Inversion Detection Apparatus and Metho --------------------------------------------------------------------------------------------------------6,124,878 08/771,034 TWC-96-06 H & H Optimum Bandwidth Utilization in a Shared Cable System Data Channel --------------------------------------------------------------------------------------------------------5,912,696 08/779,962 TWC-96-07 H & H Multidimensional Rating System for Media Content --------------------------------------------------------------------------------------------------------5,805,155 08/834,241 TWC-96-08 H & H Virtual Assets in an Interactive Television Cable System --------------------------------------------------------------------------------------------------------6,208,799 08/841,262 TWC-96-09 H & H VCR Recording Timeslot Adjustment --------------------------------------------------------------------------------------------------------5,818,440 08/842,542 TWC-96-10 H & H Automatic Execution of Application on Interactive Television --------------------------------------------------------------------------------------------------------6,049,333 08/707,326 TWC-96-13 Fish & Neave System and Method for Providing an Event Database in a Telecasting System

--------------------------------------------------------------------------------------------------------5,850,218 08/802,833 TWC-96-14 Fish & Neave Interactive Program Guide with Default Selection Control ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------5,920,700 08/706,676 TWC-96-03 H & H Multimedia Content Management for Interactive Digital TV System for Managing the Addition/Deletion of Media Assets within a Network Based on Usage and Media Asset Metadata --------------------------------------------------------------------------------------------------------5,930,361 08/777,611 TWC-96-04 H & H Video Inversion Detection Apparatus and Metho --------------------------------------------------------------------------------------------------------6,124,878 08/771,034 TWC-96-06 H & H Optimum Bandwidth Utilization in a Shared Cable System Data Channel --------------------------------------------------------------------------------------------------------5,912,696 08/779,962 TWC-96-07 H & H Multidimensional Rating System for Media Content --------------------------------------------------------------------------------------------------------5,805,155 08/834,241 TWC-96-08 H & H Virtual Assets in an Interactive Television Cable System --------------------------------------------------------------------------------------------------------6,208,799 08/841,262 TWC-96-09 H & H VCR Recording Timeslot Adjustment --------------------------------------------------------------------------------------------------------5,818,440 08/842,542 TWC-96-10 H & H Automatic Execution of Application on Interactive Television --------------------------------------------------------------------------------------------------------6,049,333 08/707,326 TWC-96-13 Fish & Neave System and Method for Providing an Event Database in a Telecasting System

--------------------------------------------------------------------------------------------------------5,850,218 08/802,833 TWC-96-14 Fish & Neave Interactive Program Guide with Default Selection Control ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------09/025,577 TWC-96-14A Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------PI-9807709-0 TWC-96-14A BR Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A DE Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A EPO Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A FR Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A GB Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A IT Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------10-536866 TWC-96-14A JP Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A NE Fish & Neave System and Method for Providing a Full Service Television System

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC ATTORNEY TITLE NUMBER NUMBER REFERENCE REFERENCE --------------------------------------------------------------------------------------------------------09/025,577 TWC-96-14A Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------PI-9807709-0 TWC-96-14A BR Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A DE Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A EPO Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A FR Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A GB Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A IT Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------10-536866 TWC-96-14A JP Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------962096 98906573.5-2217 TWC-96-14A NE Fish & Neave System and Method for Providing a Full Service Television System --------------------------------------------------------------------------------------------------------98/37695 PCT/US98/03228 TWC-96-14A PCT Fish & Neave System and Method for Providing a Full Service Television System ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------09/185,179 TWC-96-14B Fish & Neave An Interactive Program Guide for Designating Information on an Interactive Program Guide Display --------------------------------------------------------------------------------------------------------6,378,130 08/954,672 TWC-97-01 H & H Media Server Interconnect Architecture --------------------------------------------------------------------------------------------------------10/004,031 TWC-97-01 H & H Div/Media Server Interconnect Architecture --------------------------------------------------------------------------------------------------------09/709,594 TWC-00-01 H & H Interactive Broadcast Barker Channel with Direct Buy Option --------------------------------------------------------------------------------------------------------60/215,500 TWC-00-02 H & H Distributed and Tiered VOD Network with TSID --------------------------------------------------------------------------------------------------------09/876,677 TWC-00-02 H & H Hybrid Central/Distributed VOD Network with Tiered Content Structure --------------------------------------------------------------------------------------------------------PCT/US01/ TWC-00-02 H & H Hybrid Central/Distributed VOD 20432 PCT Network with Tiered Content Structure --------------------------------------------------------------------------------------------------------(Filed TWC-00-03 H & H Method and Apparatus to Provide 8/2/02) Verification of Data Using a Fingerprint ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------09/185,179 TWC-96-14B Fish & Neave An Interactive Program Guide for Designating Information on an Interactive Program Guide Display --------------------------------------------------------------------------------------------------------6,378,130 08/954,672 TWC-97-01 H & H Media Server Interconnect Architecture --------------------------------------------------------------------------------------------------------10/004,031 TWC-97-01 H & H Div/Media Server Interconnect Architecture --------------------------------------------------------------------------------------------------------09/709,594 TWC-00-01 H & H Interactive Broadcast Barker Channel with Direct Buy Option --------------------------------------------------------------------------------------------------------60/215,500 TWC-00-02 H & H Distributed and Tiered VOD Network with TSID --------------------------------------------------------------------------------------------------------09/876,677 TWC-00-02 H & H Hybrid Central/Distributed VOD Network with Tiered Content Structure --------------------------------------------------------------------------------------------------------PCT/US01/ TWC-00-02 H & H Hybrid Central/Distributed VOD 20432 PCT Network with Tiered Content Structure --------------------------------------------------------------------------------------------------------(Filed TWC-00-03 H & H Method and Apparatus to Provide 8/2/02) Verification of Data Using a Fingerprint --------------------------------------------------------------------------------------------------------10/053,867 TWC-00-06 Alston & Bird, Systems and Methods for Packaging, LLP Distributing and Managing Assets in Digital Cable Systems --------------------------------------------------------------------------------------------------------10/054,719 TWC-00-07 Alston & Bird, Cable Billing Systems and Methods LLP Enabling Independence of Service Marketing and Provisioning from Billing and Collection of Revenue --------------------------------------------------------------------------------------------------------10/054,709 TWC-00-08 Alston & Bird, Systems and Methods for Establishing LLP and Administering Sessions in Digital Cable Systems ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------09/956,668 TWC-01-01 Kaye Scholer Stream Switching for Unlimited P Virtual Channel Capacity in HFC CATV Networks --------------------------------------------------------------------------------------------------------09/923,038 TWC-01-02 Kaye Scholer Technique for Reverse Transport of P Data in a Hybrid Fiber Coax Cable System --------------------------------------------------------------------------------------------------------TWC-01-02 Kaye Scholer Technique for Reverse Transport of P PCT Data in a Hybrid Fiber Coax Cable System --------------------------------------------------------------------------------------------------------09/994,985 TWC-01-03 Kaye Scholer System and Method for Personalized B Sequencing of Video Chips B P --------------------------------------------------------------------------------------------------------10/157,655 TWC-02-01 RAM Method and Apparatus for Voice-Over R IP Services Triggered by Off-Hook Event --------------------------------------------------------------------------------------------------------60/389,017 TWC-02-02 Kaye Scholer Multi-user Functioning of PVR M --------------------------------------------------------------------------------------------------------60/387,517 TWC-02-03 RAM System and Method for Synchronizing K the Configuration of Distributed Network Management Applications ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------09/956,668 TWC-01-01 Kaye Scholer Stream Switching for Unlimited P Virtual Channel Capacity in HFC CATV Networks --------------------------------------------------------------------------------------------------------09/923,038 TWC-01-02 Kaye Scholer Technique for Reverse Transport of P Data in a Hybrid Fiber Coax Cable System --------------------------------------------------------------------------------------------------------TWC-01-02 Kaye Scholer Technique for Reverse Transport of P PCT Data in a Hybrid Fiber Coax Cable System --------------------------------------------------------------------------------------------------------09/994,985 TWC-01-03 Kaye Scholer System and Method for Personalized B Sequencing of Video Chips B P --------------------------------------------------------------------------------------------------------10/157,655 TWC-02-01 RAM Method and Apparatus for Voice-Over R IP Services Triggered by Off-Hook Event --------------------------------------------------------------------------------------------------------60/389,017 TWC-02-02 Kaye Scholer Multi-user Functioning of PVR M --------------------------------------------------------------------------------------------------------60/387,517 TWC-02-03 RAM System and Method for Synchronizing K the Configuration of Distributed Network Management Applications --------------------------------------------------------------------------------------------------------09/752,744 TWC-RR-001 RAM System and Method for Multicast J Stream Failover M K F --------------------------------------------------------------------------------------------------------TWC-RR-001 RAM System and Method for Multicast J PCT Stream Failover M K F --------------------------------------------------------------------------------------------------------09/688,281 TWC-RR-005 RAM System and Method for Influencing F Dynamic Community Shared Elements of J Audio, Video and Text Programming via a Polling System ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------09/548,308 TWC-RR-007 RAM Attentuation, Delay, Queing, and Jef Message Cacheing Processes for Use in E-Mail Protocols in Order to Reduce Network Server Loading --------------------------------------------------------------------------------------------------------09/753,127 TWC-RR-008 RAM System and Method for Selective Rob Advertising on a TV Channel Nic A. --------------------------------------------------------------------------------------------------------PCT/US01/ TWC-RR-008 RAM System and Method for Selective Rob 50540 PCT Advertising on a TV Channel Nic A. --------------------------------------------------------------------------------------------------------09/816,306 TWC-RR-009 RAM System and Method for Integration of Kar High Quality Video Multi-Casting Tim Service with an Interactive Communication and Information Environment Using Internet Protocols --------------------------------------------------------------------------------------------------------60/201,802 TWC-RR-010P RAM Enterprise Scale Automated Reporting Kri and Website Creation Kor --------------------------------------------------------------------------------------------------------09/533,463 TWC-RR-011 RAM Reduction of Network Server Loading How Joh --------------------------------------------------------------------------------------------------------09/731,571 TWC-RR-013 RAM System and Method for Password Bar

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------09/548,308 TWC-RR-007 RAM Attentuation, Delay, Queing, and Jef Message Cacheing Processes for Use in E-Mail Protocols in Order to Reduce Network Server Loading --------------------------------------------------------------------------------------------------------09/753,127 TWC-RR-008 RAM System and Method for Selective Rob Advertising on a TV Channel Nic A. --------------------------------------------------------------------------------------------------------PCT/US01/ TWC-RR-008 RAM System and Method for Selective Rob 50540 PCT Advertising on a TV Channel Nic A. --------------------------------------------------------------------------------------------------------09/816,306 TWC-RR-009 RAM System and Method for Integration of Kar High Quality Video Multi-Casting Tim Service with an Interactive Communication and Information Environment Using Internet Protocols --------------------------------------------------------------------------------------------------------60/201,802 TWC-RR-010P RAM Enterprise Scale Automated Reporting Kri and Website Creation Kor --------------------------------------------------------------------------------------------------------09/533,463 TWC-RR-011 RAM Reduction of Network Server Loading How Joh --------------------------------------------------------------------------------------------------------09/731,571 TWC-RR-013 RAM System and Method for Password Bar Authentication for Non-LDAP Regions How Mic Jac --------------------------------------------------------------------------------------------------------10/061,696 TWC-RR-014 RAM Policy Based Routing System and Joh Method for Caching and VPN Tunneling --------------------------------------------------------------------------------------------------------5,944,608 08/671,817 TWC-TCI-001 H & H Computer Software Delivery System M.J Lav --------------------------------------------------------------------------------------------------------6,126,546 09/352,371 TWC-TCI-001b Baker Botts Computer Software Delivery System M.J Lav ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------6,402,618 09/621,678 TWC-TCI-001c H & H Computer Software Delivery System

--------------------------------------------------------------------------------------------------------5,577,735 08/132,404 TWC-TCI-001d Baker Botts Computer Software Delivery System --------------------------------------------------------------------------------------------------------5,251,909 07/706,222 TWC-TCI-002 Baker Botts Secured High Throughput Data Channel for Public Broadcast System --------------------------------------------------------------------------------------------------------5,394,182 08/034,307 TWIG-01 H & H System for Delivering Digital Sound, Graphics, Real Time Files and Data Via Cable --------------------------------------------------------------------------------------------------------4,361,730 06/182,672 WACC-01 H & H Security Terminal for Use with Two-Way Interactive Cable System --------------------------------------------------------------------------------------------------------5,649,234 08/271,184 WCI-01 Blakely, Method and Apparatus for Encoding Sokoloff, Graphical Cues on a Compact Disc Taylor & Zafman Synchronized with Lyrics of a Song to be Played Back ---------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------6,402,618 09/621,678 TWC-TCI-001c H & H Computer Software Delivery System

--------------------------------------------------------------------------------------------------------5,577,735 08/132,404 TWC-TCI-001d Baker Botts Computer Software Delivery System --------------------------------------------------------------------------------------------------------5,251,909 07/706,222 TWC-TCI-002 Baker Botts Secured High Throughput Data Channel for Public Broadcast System --------------------------------------------------------------------------------------------------------5,394,182 08/034,307 TWIG-01 H & H System for Delivering Digital Sound, Graphics, Real Time Files and Data Via Cable --------------------------------------------------------------------------------------------------------4,361,730 06/182,672 WACC-01 H & H Security Terminal for Use with Two-Way Interactive Cable System --------------------------------------------------------------------------------------------------------5,649,234 08/271,184 WCI-01 Blakely, Method and Apparatus for Encoding Sokoloff, Graphical Cues on a Compact Disc Taylor & Zafman Synchronized with Lyrics of a Song to be Played Back ---------------------------------------------------------------------------------------------------------

Schedule C Excluded TWE Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------10/175,475 TWC-IPV-02-02 Kaye Scholer Video Stream with Data for Interactive Processing Interspersed ---------------------------------------------------------------------------------------------------------

Effective Delivery of Information and Entertainment over a Communications 60/377,963 TWC-IPV-02-03 Kaye Scholer Network ---------------------------------------------------------------------------------------------------------

Schedule D TWE Non-Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE APP. NO. INVENTORS ISSUED FILED --------------------------------------------------------------------------------------------------------1. 6,418,271 Data structure for representing 07/09/02 09/07/00 09/657,127 Christopher J. C video program subtitles S. Ostrover; War Lieberfarb --------------------------------------------------------------------------------------------------------2. 6,411,772 Data structure for 06/25/02 09/07/00 09/656,873 Christopher J. C distinguishing data of S. Ostrover; War authorized and unauthorized Lieberfarb publications --------------------------------------------------------------------------------------------------------3. 6,408,129 Method of processing a plurality 06/18/02 09/07/00 09/657,028 Christopher J. C of synchronized audio tracks, S. Ostrover; War including phase inversion of a Lieberfarb

Schedule C Excluded TWE Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT SERIAL TWC REFERENCE ATTORNEY TITLE NUMBER NUMBER REFERENCE --------------------------------------------------------------------------------------------------------10/175,475 TWC-IPV-02-02 Kaye Scholer Video Stream with Data for Interactive Processing Interspersed ---------------------------------------------------------------------------------------------------------

Effective Delivery of Information and Entertainment over a Communications 60/377,963 TWC-IPV-02-03 Kaye Scholer Network ---------------------------------------------------------------------------------------------------------

Schedule D TWE Non-Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE APP. NO. INVENTORS ISSUED FILED --------------------------------------------------------------------------------------------------------1. 6,418,271 Data structure for representing 07/09/02 09/07/00 09/657,127 Christopher J. C video program subtitles S. Ostrover; War Lieberfarb --------------------------------------------------------------------------------------------------------2. 6,411,772 Data structure for 06/25/02 09/07/00 09/656,873 Christopher J. C distinguishing data of S. Ostrover; War authorized and unauthorized Lieberfarb publications --------------------------------------------------------------------------------------------------------3. 6,408,129 Method of processing a plurality 06/18/02 09/07/00 09/657,028 Christopher J. C of synchronized audio tracks, S. Ostrover; War including phase inversion of a Lieberfarb selected track --------------------------------------------------------------------------------------------------------4. 6,356,031 Electroluminescent Plastic 03/12/02 05/03/02 09/563,562 Gregory B. Thaga Devices with an Integral Thin Dargan; Randolph Film Solar Cell --------------------------------------------------------------------------------------------------------5. 6,351,596 Content Control of Broadcast 02/26/02 01/07/00 09/479,819 Lewis Ostrover Programs --------------------------------------------------------------------------------------------------------6. 6,314,575 Telecasting Service for 11/06/01 03/04/97 06/811,418 John K. Billock; Providing Video Programs on Cuttner; Kevin C Demand with an Interactive Elizabeth B. Fla Interface for Facilitating E. Granger; Henr Viewer Selection of Video Robert I.M. Mart Programs [HBO] May; Nicolas Pec Pontecorvo; Bruc Marc D. Rosenber Smul; Dennis P. Robert M. Zitter --------------------------------------------------------------------------------------------------------7. 6,266,069 Picture Frame With Electronic 07/24/01 04/05/99 09/286,414 Gregory B. Thaga And Moving Images Dargan; Randolph ---------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE

Schedule D TWE Non-Broadband Group Patents
--------------------------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE APP. NO. INVENTORS ISSUED FILED --------------------------------------------------------------------------------------------------------1. 6,418,271 Data structure for representing 07/09/02 09/07/00 09/657,127 Christopher J. C video program subtitles S. Ostrover; War Lieberfarb --------------------------------------------------------------------------------------------------------2. 6,411,772 Data structure for 06/25/02 09/07/00 09/656,873 Christopher J. C distinguishing data of S. Ostrover; War authorized and unauthorized Lieberfarb publications --------------------------------------------------------------------------------------------------------3. 6,408,129 Method of processing a plurality 06/18/02 09/07/00 09/657,028 Christopher J. C of synchronized audio tracks, S. Ostrover; War including phase inversion of a Lieberfarb selected track --------------------------------------------------------------------------------------------------------4. 6,356,031 Electroluminescent Plastic 03/12/02 05/03/02 09/563,562 Gregory B. Thaga Devices with an Integral Thin Dargan; Randolph Film Solar Cell --------------------------------------------------------------------------------------------------------5. 6,351,596 Content Control of Broadcast 02/26/02 01/07/00 09/479,819 Lewis Ostrover Programs --------------------------------------------------------------------------------------------------------6. 6,314,575 Telecasting Service for 11/06/01 03/04/97 06/811,418 John K. Billock; Providing Video Programs on Cuttner; Kevin C Demand with an Interactive Elizabeth B. Fla Interface for Facilitating E. Granger; Henr Viewer Selection of Video Robert I.M. Mart Programs [HBO] May; Nicolas Pec Pontecorvo; Bruc Marc D. Rosenber Smul; Dennis P. Robert M. Zitter --------------------------------------------------------------------------------------------------------7. 6,266,069 Picture Frame With Electronic 07/24/01 04/05/99 09/286,414 Gregory B. Thaga And Moving Images Dargan; Randolph ---------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED --------------------------------------------------------------------------------------------------------------------------------------------------------------------------8. 6,238,084 Watch Or Other Jewelry Article 05/29/01 04/27/99 With Replaceable Electronic Images -------------------------------------------------------------------------------------9. 6,219,043 Method And System To Replace 04/17/01 02/15/00 Sections Of An Encoded Video Bitstream [co-owned with Toshiba] -------------------------------------------------------------------------------------10. 6,148,139 Software Carrier With Operating 11/14/00 12/14/98 Commands Embedded in Data Blocks

-------------------------------------------------------------------------------------11. 6,115,534 Software Carrier Whose Play Can 09/05/00 08/04/97 Be Controlled by the Software Publisher -------------------------------------------------------------------------------------12. 6,084,526 Container With Means for 07/04/00 05/12/99 Displaying Still and Moving Images --------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED --------------------------------------------------------------------------------------------------------------------------------------------------------------------------8. 6,238,084 Watch Or Other Jewelry Article 05/29/01 04/27/99 With Replaceable Electronic Images -------------------------------------------------------------------------------------9. 6,219,043 Method And System To Replace 04/17/01 02/15/00 Sections Of An Encoded Video Bitstream [co-owned with Toshiba] -------------------------------------------------------------------------------------10. 6,148,139 Software Carrier With Operating 11/14/00 12/14/98 Commands Embedded in Data Blocks

-------------------------------------------------------------------------------------11. 6,115,534 Software Carrier Whose Play Can 09/05/00 08/04/97 Be Controlled by the Software Publisher -------------------------------------------------------------------------------------12. 6,084,526 Container With Means for 07/04/00 05/12/99 Displaying Still and Moving Images -------------------------------------------------------------------------------------13. 6,026,446 Method for Interleaving Data For 02/15/00 08/03/99 Seamless Playback Of Multiple Program Versions Having Common Material -------------------------------------------------------------------------------------14. 6,006,273 Method For Interleaving Data For 12/21/99 10/15/96 Seamless Playback Of Multiple Program Versions Having Common Material -------------------------------------------------------------------------------------15. 5,980,401 Backboard And Rim Kit for Wall 11/09/99 11/26/97 Mounting -------------------------------------------------------------------------------------16. 5,896,454 System and Method For 04/20/99 03/08/96 Controlling Copying And Playing Of Digital --------------------------------------------------------------------------------------

---------------------------------------------------------------------------APP. NO. INVENTORS ATTORNEY(S) ---------------------------------------------------------------------------Reisman ---------------------------------------------------------------------------8. 09/300,663 Randolph M. Blotky; Gregory Gottlieb, B. Thagard; John H. Dargan Rackman & Reisman ---------------------------------------------------------------------------9. 09/504,780 Jay Yogeshwar; Sheau-Bao Ng; Oblon, Spivak, Teiichi Ichikawa; Hiroaki McClelland, Unno; Hideki Mimura; Tetsuya Maier & Neustadt Kitamura; Christopher J. Cookson; Greg B. Thagard; Andrew Drusin Rosen ---------------------------------------------------------------------------10. 09/211,588 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman, Lieberfarb Ostrover & Reisman ---------------------------------------------------------------------------11. 08/905,475 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman, Lieberfarb Ostrover & Reisman ----------------------------------------------------------------------------

Gottlieb, Rackman & Reisman ---------------------------------------------------------------------------13. 09/368,067 Lewis S. Ostover; Gregory B. Gottlieb, Hagard; Joseph E. Wall, III; Rackman & Christopher J. Cookson Reisman ---------------------------------------------------------------------------14. 08/730,328 Lewis S. Ostrover; Gregory B. Gottlieb, Thagard; Joseph E. Wall, III; Rackman & Christopher J. Cookson Reisman ---------------------------------------------------------------------------15. 08/979,229 Mark R. Erlewine James Creighton Wray; Meera P. Narasimhan ---------------------------------------------------------------------------16. 08/612,567 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover Rackman & ----------------------------------------------------------------------------

12. 09/310,426

Randolph M. Blotky; Gregory B. Thagard; John H. Dargan

---------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED ------------------------------------------------------------------------------------------------------------------------------------------------------------------Programs ---------------------------------------------------------------------------------17. 5,838,874 Audiovisual Encoding System with 11/17/98 06/06/95 A Reduced Number of Audio Encoders [co-owned with Toshiba]

---------------------------------------------------------------------------------18. 5,819,004 Method and System For A User To 10/06/98 06/06/95 Manually Alter The Quality Of Previously Encoded Video Frames [co-owned with Toshiba]

---------------------------------------------------------------------------------19. 5,712,950 System and Method for 01/27/98 03/12/96 Controlling Play of Multiple Dialog Audio Tracks of a Software Carrier ---------------------------------------------------------------------------------20. 5,684,714 Method And System For A User To 11/04/97 06/06/95 Manually Alter The Quality Of Previously Encoded Video Sequence [co-owned with Toshiba] ----------------------------------------------------------------------------------

---------------------------------------------------------------APP. NO. INVENTORS ATTORNEY(S) ------------------------------------------------------------------------------------------------------------------------------Reisman ---------------------------------------------------------------17. 467,991 Sheau-Bao Ng; Mikhail Oblon, Spivak, Tsinberg; Massaru Sakurai; McClelland, David Lehmann; Jay Yogeshwar; Maier & Neustadt Faramarz Azadegan; Teiichi

---------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED ------------------------------------------------------------------------------------------------------------------------------------------------------------------Programs ---------------------------------------------------------------------------------17. 5,838,874 Audiovisual Encoding System with 11/17/98 06/06/95 A Reduced Number of Audio Encoders [co-owned with Toshiba]

---------------------------------------------------------------------------------18. 5,819,004 Method and System For A User To 10/06/98 06/06/95 Manually Alter The Quality Of Previously Encoded Video Frames [co-owned with Toshiba]

---------------------------------------------------------------------------------19. 5,712,950 System and Method for 01/27/98 03/12/96 Controlling Play of Multiple Dialog Audio Tracks of a Software Carrier ---------------------------------------------------------------------------------20. 5,684,714 Method And System For A User To 11/04/97 06/06/95 Manually Alter The Quality Of Previously Encoded Video Sequence [co-owned with Toshiba] ----------------------------------------------------------------------------------

---------------------------------------------------------------APP. NO. INVENTORS ATTORNEY(S) ------------------------------------------------------------------------------------------------------------------------------Reisman ---------------------------------------------------------------17. 467,991 Sheau-Bao Ng; Mikhail Oblon, Spivak, Tsinberg; Massaru Sakurai; McClelland, David Lehmann; Jay Yogeshwar; Maier & Neustadt Faramarz Azadegan; Teiichi Ichikawa; Hiroaki Unno; Hideki Mimura; Tetsuya Kitamura; Christopher J. Cookson; Greg B. Thagard; Andrew Drusin Rosen ---------------------------------------------------------------18. 466,391 Faramarz Azadegan; Jay Oblon, Spivak, Yogeshwar; Sheau-Bao Ng; McClelland, David Lehmann; Mikhail Maier & Neustadt Tsinberg; Hiroaki Unno; Hideki Mimura; Tetsuya Kitamura; Christopher J. Cookson; Greg B. Thagard; Andrew Drusin Rosen ---------------------------------------------------------------19. 614,205 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman & Lieberfarb Reisman ---------------------------------------------------------------20. 469,370 Jay Yogeshwar; Faramarz Oblon, Spivak, Azadegan; Sheau-Bao Ng; David McClelland, Lehmann; Mikhail Tsinberg; Maier & Neustadt Hiroaki Unno; Hideki Mimura; Tetsuya Kitamura; Christopher

J. Cookson; Greg B. Thagard; Andrew Drusin Rosen ----------------------------------------------------------------

-----------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED -----------------------------------------------------------------------------------21. 5,671,320 System And Method For 09/23/97 06/07/95 Controlling Play Of Multiple Dialog Audio Tracks Of A Software Carrier -----------------------------------------------------------------------------------22. 5,644,507 Method For Interleaving Data For 07/01/97 02/21/96 Seamless Playback Of Multiple Program Versions Having Common Material -----------------------------------------------------------------------------------23. 5,623,424 Rate-Controlled Digital Video 04/22/97 06/06/95 Editing Method And System Which Controls Bit Allocation Of A Video Encoder By Varying Quantization Levels [co-owned with Toshiba] -----------------------------------------------------------------------------------24. 5,619,424 Software Carrier For Storing 04/08/97 10/02/95 Digital Data Representative Of Picture Information And Including Pan Scan Data -----------------------------------------------------------------------------------25. 5,619,249 Telecasting Service For 04/08/97 09/14/94 Providing Video Programs On Demand With An Interactive Interface For Facilitating Viewer Selection Of Video Programs [HBO]

-----------------------------------------------------------------------------------26. 5,598,276 System and Method For 01/28/97 12/15/95 Controlling Play Of Multiple Versions Of The Same Motion Picture Stored On An Optical Disk -----------------------------------------------------------------------------------27. 5,576,843 System And Method For 11/19/96 10/29/93 Controlling ------------------------------------------------------------------------------------

---------------------------------------------------------------------APP. NO. INVENTORS ATTORNEY(S) ---------------------------------------------------------------------21. 486,611 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman & Lieberfarb Reisman

-----------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED -----------------------------------------------------------------------------------21. 5,671,320 System And Method For 09/23/97 06/07/95 Controlling Play Of Multiple Dialog Audio Tracks Of A Software Carrier -----------------------------------------------------------------------------------22. 5,644,507 Method For Interleaving Data For 07/01/97 02/21/96 Seamless Playback Of Multiple Program Versions Having Common Material -----------------------------------------------------------------------------------23. 5,623,424 Rate-Controlled Digital Video 04/22/97 06/06/95 Editing Method And System Which Controls Bit Allocation Of A Video Encoder By Varying Quantization Levels [co-owned with Toshiba] -----------------------------------------------------------------------------------24. 5,619,424 Software Carrier For Storing 04/08/97 10/02/95 Digital Data Representative Of Picture Information And Including Pan Scan Data -----------------------------------------------------------------------------------25. 5,619,249 Telecasting Service For 04/08/97 09/14/94 Providing Video Programs On Demand With An Interactive Interface For Facilitating Viewer Selection Of Video Programs [HBO]

-----------------------------------------------------------------------------------26. 5,598,276 System and Method For 01/28/97 12/15/95 Controlling Play Of Multiple Versions Of The Same Motion Picture Stored On An Optical Disk -----------------------------------------------------------------------------------27. 5,576,843 System And Method For 11/19/96 10/29/93 Controlling ------------------------------------------------------------------------------------

---------------------------------------------------------------------APP. NO. INVENTORS ATTORNEY(S) ---------------------------------------------------------------------21. 486,611 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman & Lieberfarb Reisman ---------------------------------------------------------------------22. 604,303 Lewis S. Ostrover; Gregory B. Gottlieb, Thagard; Joseph E. Wall, III; Rackman & Christopher J. Cookson Reisman ---------------------------------------------------------------------23. 466,766 Faramarz Azadegan; Tomoo Oblon, Spivak, Yamakage; Shin-ichiro Koto; McClelland, Hiroaki Unno; Hideki Mimua; Maier & Neustadt Tetsuya Kitamura; Christopher J. Cookson; Greg B. Thagard; Andrew D. Rosen ---------------------------------------------------------------------24. Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman & Lieberfarb Reisman ---------------------------------------------------------------------25. 305,847 John K. Billock; Craig D. Fish & Neave;

Cuttner; Kevin C. Dowdell; Joseph M. Elizabeth B. Flanagan; James Guiliano; Garry E. Granger; Henry C. Hsu; J. Tuma Robert I.M. Martin; Robert May; Nicolas Peck; Michael S. Pontecorvo; Bruce E. Probst; Marc D. Rosenberg; Debra R. Smul; Dennis P. Wilkinson; Robert M. Zitter ---------------------------------------------------------------------26. 573,719 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman & Lieberfarb Reisman ---------------------------------------------------------------------27. 144,791 Christopher J. Cookson; Lewis S. Gottlieb, ----------------------------------------------------------------------

-----------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED -----------------------------------------------------------------------------------------Play Of Multiple Dialog Audio Tracks Of A Software Carrier -----------------------------------------------------------------------------------------28. 5,574,567 System and Method for 11/12/96 02/07/96 Controlling Play of Multiple Versions of the Same Motion Picture Stored on an Optical Disk -----------------------------------------------------------------------------------------29. 5,649,234 Method And Apparatus For 07/15/97 07/07/94 Encoding Graphical Cues On A Compact Disc Synchronized With The Lyrics Of A Song To Be Played Back -----------------------------------------------------------------------------------------30. 5,497,241 System And Method For 03/05/96 10/29/93 Controlling Display Of Motion Picture Subtitles In A Selected Language During Play Of A Software Carrier -----------------------------------------------------------------------------------------31. 5,488,410 System and Method for Disk 01/30/96 10/29/93 Software Publishers to Control Disk Distribution -----------------------------------------------------------------------------------------32. 5,469,370 System And Method For 11/21/95 10/29/93 Controlling Play Of Multiple Audio Tracks Of A Software Carrier -----------------------------------------------------------------------------------------33. 5,463,565 Data Block Format For Software 10/31/95 10/29/93 Carrier And Player Therefor -----------------------------------------------------------------------------------------34. 5,450,489 System And Method For 09/12/95 10/29/93 Authenticating Software Carriers ------------------------------------------------------------------------------------------

-------------------------------------------------------------------APP. NO. INVENTORS ATTORNEY(s) -------------------------------------------------------------------Ostrover; Warren N. Lieberfarb Rackman & Reisman ----------------------------------------------------------------------28. 598,197 Christopher J. Cookson; Lewis Gottlieb, S. Ostrover; Warren N. Rackman & Lieberfarb Reisman

-----------------------------------------------------------------------------------------PATENT NUMBER TITLE DATE DATE ISSUED FILED -----------------------------------------------------------------------------------------Play Of Multiple Dialog Audio Tracks Of A Software Carrier -----------------------------------------------------------------------------------------28. 5,574,567 System and Method for 11/12/96 02/07/96 Controlling Play of Multiple Versions of the Same Motion Picture Stored on an Optical Disk -----------------------------------------------------------------------------------------29. 5,649,234 Method And Apparatus For 07/15/97 07/07/94 Encoding Graphical Cues On A Compact Disc Synchronized With The Lyrics Of A Song To Be Played Back -----------------------------------------------------------------------------------------30. 5,497,241 System And Method For 03/0