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COMCAST CORPORATION 3/31/04 FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
(X) Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended:

MARCH 31, 2004
OR

(  ) Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from ________ to ________.

Commission File Number 000-50093

COMCAST CORPORATION
(Exact name of registrant as specified in its charter)

PENNSYLVANIA 27-0000798

(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
1500 Market Street, Philadelphia, PA 19102-2148

(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (215) 665-1700

_________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

Yes   X   No     

_________________

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12-b2 of the Exchange Act). Yes   X       No     

As of March 31, 2004, there were 1,358,158,932 shares of our Class A Common Stock, 884,278,121 shares of our Class A Special Common Stock and 9,444,375 shares of our Class B Common Stock outstanding.


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
TABLE OF CONTENTS

Page Number
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheet as of March 31, 2004 and December 31, 2003 (Unaudited) 2
Condensed Consolidated Statement of Operations for the Three Months Ended March 31, 2004 and 2003 (Unaudited) 3
Condensed Consolidated Statement of Cash Flows for the Three Months Ended March 31, 2004 and 2003 (Unaudited) 4
Notes to Condensed Consolidated Financial Statements (Unaudited) 5
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 24
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 29
ITEM 4. Controls and Procedures 29
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 29
ITEM 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities 29
ITEM 6. Exhibits and Reports on Form 8-K 30
SIGNATURES 31

_________________

        This Quarterly Report on Form 10-Q is for the three months ended March 31, 2004. This Quarterly Report modifies and supersedes documents filed prior to this Quarterly Report. Information that we file with the SEC in the future will automatically update and supersede information contained in this Quarterly Report. In this Quarterly Report, we refer to Comcast Corporation as “Comcast”; Comcast and its consolidated subsidiaries as “we,” “us” and “our”; and Comcast Holdings Corporation as “Comcast Holdings.”

        You should carefully review the information contained in this Quarterly Report, and should particularly consider any risk factors that we set forth in this Quarterly Report and in other reports or documents that we file from time to time with the SEC. In this Quarterly Report, we state our beliefs of future events and of our future financial performance. In some cases, you can identify those so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. You should be aware that those statements are only our predictions. In evaluating those statements, you should specifically consider various factors, including the risks outlined below. Actual events or our actual results may differ materially from any of our forward-looking statements.

        Our businesses may be affected by, among other things:

 

changes in laws and regulations,

 

changes in the competitive environment,

 

changes in technology,

 

industry consolidation and mergers,

 

franchise related matters,

 

market conditions that may adversely affect the availability of debt and equity financing for working capital, capital expenditures or other purposes,

 

the demand for the programming content we distribute or the willingness of other video program distributors to carry our content, and

 

general economic conditions.

As more fully described elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2003, on September 17, 2003, we sold to Liberty Media Corporation our approximate 57% interest in QVC, Inc., which markets a wide variety of products directly to consumers primarily on merchandise-focused television programs. Accordingly, financial information related to QVC is presented as a discontinued operation in our financial statements.


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)

(Dollars in millions,
except share data)
March 31,
2004
December 31,
2003


ASSETS      
CURRENT ASSETS 
   Cash and cash equivalents  $875   $1,550  
   Investments  2,782   2,493  
   Accounts receivable, less allowance for doubtful accounts of $134 and $146 .  776   907  
   Other current assets  827   453  


       Total current assets  5,260   5,403  


INVESTMENTS  14,270   14,818  
  
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $7,249 and $6,563  18,495   18,473  
  
FRANCHISE RIGHTS  51,050   51,050  
  
GOODWILL  14,840   14,841  
  
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $2,491 and $2,182 .  3,961   3,859  
  
OTHER NONCURRENT ASSETS, net  691   715  


   $108,567   $109,159  


LIABILITIES AND STOCKHOLDERS' EQUITY 
  
CURRENT LIABILITIES 
   Accounts payable  $1,024   $1,251  
   Accrued expenses and other current liabilities  4,149   4,563  
   Deferred income taxes  733   679  
   Current portion of long-term debt  3,386   3,161  


       Total current liabilities  9,292   9,654  


LONG-TERM DEBT, less current portion  23,240   23,835  
  
DEFERRED INCOME TAXES  26,291   25,900  
  
OTHER NONCURRENT LIABILITIES  7,706   7,816  
  
MINORITY INTEREST  300   292  
  
COMMITMENTS AND CONTINGENCIES (Note 9) 
  
STOCKHOLDERS' EQUITY 
   Preferred stock - authorized 20,000,000 shares; issued, zero 
   Class A common stock, $0.01 par value - authorized, 
     7,500,000,000 shares; issued, 1,601,799,432 and 1,601,161,057; 
     outstanding, 1,358,158,932 and 1,357,520,557  16   16  
   Class A special common stock, $0.01 par value - authorized, 
     7,500,000,000 shares; issued 931,567,964 and 931,732,876; 
     outstanding, 884,278,121 and 884,443,033  9   9  
   Class B common stock, $0.01 par value - authorized, 75,000,000 shares; 
     issued, 9,444,375 
   Additional capital  44,762   44,742  
   Retained earnings  4,598   4,552  
   Treasury stock, 243,640,500 Class A common shares and 47,289,843 Class A special 
     common shares  (7,517 ) (7,517 )
   Accumulated other comprehensive loss  (130 ) (140 )


       Total stockholders' equity  41,738   41,662  


   $108,567   $109,159  


See notes to condensed consolidated financial statements.

2


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

(Dollars in millions,
except per share data)
Three Months Ended March 31,
2004 2003


REVENUES  $4,908   $4,466  
  
COSTS AND EXPENSES 
    Operating (excluding depreciation)  1,869   1,811  
    Selling, general and administrative  1,306   1,227  
    Depreciation  798   780  
    Amortization  276   354  


   4,249   4,172  


  
OPERATING INCOME  659   294  
  
OTHER INCOME (EXPENSE) 
    Interest expense  (500 ) (524 )
    Investment loss, net  (9 ) (223 )
    Equity in net losses of affiliates  (17 ) (17 )
    Other income  7   13  


   (519 ) (751 )


  
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 
    AND MINORITY INTEREST  140   (457 )
  
INCOME TAX (EXPENSE) BENEFIT  (76 ) 141  


  
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE MINORITY 
    INTEREST  64   (316 )
  
MINORITY INTEREST  1   (39 )


  
INCOME (LOSS) FROM CONTINUING OPERATIONS  65   (355 )
  
INCOME FROM DISCONTINUED OPERATIONS, net of tax    58  


  
NET INCOME (LOSS)  $65   ($297 )


  
BASIC EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER COMMON SHARE 
    Income (loss) from continuing operations  $0.03   ($0.16 )
    Income from discontinued operations    0.03  


       Net income (loss)  $0.03   ($0.13 )


  
DILUTED EARNINGS (LOSS) FOR COMMON STOCKHOLDERS PER 
    COMMON SHARE 
    Income (loss) from continuing operations  $0.03   ($0.16 )
    Income from discontinued operations    0.03  


      Net income (loss)  $0.03   ($0.13 )


See notes to condensed consolidated financial statements.

3


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

(Dollars in millions)
Three Months Ended March 31,
2004 2003


OPERATING ACTIVITIES 
   Net income (loss)  $65   ($297 )
   Income from discontinued operations    (58 )


   Income (loss) from continuing operations  65   (355 )
   Adjustments to reconcile net income (loss) from continuing operations to net 
     cash provided by operating activities from continuing operations: 
     Depreciation  798   780  
     Amortization  276   354  
     Non-cash interest expense (income), net  22   (21 )
     Equity in net losses of affiliates  17   17  
     Losses (gains) on investments and other (income) expense, net  8   249  
     Non-cash contribution expense  23  
     Minority interest  (1 ) 13  
     Deferred income taxes  5   (182 )
     Proceeds from sales of trading securities    32  
     Changes in operating assets and liabilities, net of effects of 
       acquisitions and divestitures 
       Change in accounts receivable, net  131   72  
       Change in accounts payable  (227 ) (29 )
       Change in other operating assets and liabilities  (343 ) (277 )


       Net cash provided by operating activities from continuing operations  774   653  


FINANCING ACTIVITIES 
   Proceeds from borrowings  4   3,900  
   Retirements and repayments of debt  (273 ) (6,077 )
   Other  18   (16 )


       Net cash used in financing activities from continuing operations  (251 ) (2,193 )


INVESTING ACTIVITIES 
   Acquisitions, net of cash acquired  (41 )
   Proceeds from sales of (purchases of) short-term investments, net  6   (9 )
   Proceeds from sales and restructuring of investments and assets held for sale  4   2,768  
   Purchases of investments  (60 ) (72 )
   Capital expenditures  (828 ) (958 )
   Additions to intangible and other noncurrent assets  (305 ) (66 )
   Proceeds from settlement of contract of acquired company  26  


       Net cash (used in) provided by investing activities from 
         continuing operations  (1,198 ) 1,663  


(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS  (675 ) 123  
 
CASH AND CASH EQUIVALENTS, beginning of period  1,550   505  


 
CASH AND CASH EQUIVALENTS, end of period  $875   $628  


See notes to condensed consolidated financial statements.

4


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis of Presentation
We have prepared these unaudited condensed consolidated financial statements based upon Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods.

These financial statements include all adjustments that are necessary for a fair presentation of our results of operations and financial condition for the interim periods shown, including normal recurring accruals and other items. The results of operations for the interim periods presented are not necessarily indicative of results for the full year.

Effective in the first quarter of 2004, we changed the unit of accounting used for testing impairment of our indefinite-lived franchise rights to geographic regions and performed impairment testing of our cable franchise rights. We did not record any impairment charges in connection with this impairment testing.

For a more complete discussion of our accounting policies and certain other information, refer to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2003.

On September 17, 2003, we completed the sale of our approximate 57% interest in QVC, Inc. Accordingly, QVC has been presented as a discontinued operation pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

The results of operations of QVC included within income from discontinued operations, net of tax for the three months ended March 31, 2003 are as follows (in millions):

Revenues $1,062  
  Income before income taxes and minority interest $172  
  Income tax expense $73  

Reclassifications
Certain reclassifications have been made to the prior year financial statements to conform to those classifications used in 2004.

2. RECENT ACCOUNTING PRONOUNCEMENTS

FIN 46/FIN 46R
In January 2003, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). We adopted the provisions of FIN 46 effective January 1, 2002. Since our initial application of FIN 46, the FASB addressed various implementation issues regarding the application of FIN 46 to entities outside its originally interpreted scope, focusing on Special Purpose Entities, or SPEs. In December 2003, the FASB revised FIN 46 (“FIN 46R”), which delayed the required implementation date until March 31, 2004 for entities that are not SPEs. The adoption of FIN 46R did not have a material impact on our financial condition or results of operations.

EITF 03-16
In March 2004, the EITF reached a consensus regarding Issue No. 03-16, “Accounting for Investments in Limited Liability Companies” (“EITF 03-16”).  EITF 03-16 requires investments in limited liability companies (“LLCs”) that have separate ownership accounts for each investor to be accounted for similar to a limited partnership investment under Statement of Position No. 78-9, “Accounting for Investments in Real Estate Ventures.”  Investors would be required to apply the equity method of accounting to their investments at a much lower ownership threshold than the 20% threshold applied under Accounting Principles Board (“APB”) No. 18, “The Equity Method of Accounting for Investments in Common Stock.”  EITF 03-16 is effective for the first period beginning after June 15, 2004, and will

5


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

be applied as a change in accounting principle with a cumulative effect reflected in the income statement. We are currently assessing the impact that the adoption of EITF 03-16 will have on our financial condition and results of operations.

3. EARNINGS PER SHARE

Earnings (loss) per common share is computed by dividing net income (loss) from continuing operations for common stockholders by the weighted average number of common shares outstanding during the period on a basic and diluted basis.

Our potentially dilutive securities include potential common shares related to our stock options, restricted stock and Comcast exchangeable notes (see Note 6). Diluted earnings for common stockholders per common share (“Diluted EPS”) considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an antidilutive effect. Diluted EPS excludes the impact of potential common shares related to our stock options in periods in which the option exercise price is greater than the average market price of our common stock for the period. Diluted EPS for the interim period in 2004 excludes the impact of potential common shares related to our Class A Special common stock held in treasury because it is our intent to settle the related Comcast exchangeable notes using cash.

Diluted EPS for the interim period in 2004 excludes approximately 89.3 million potential common shares related to our stock option plans because the option exercise price was greater than the average market price of our Class A common stock and our Class A Special common stock for the period. Diluted EPS for the interim period in 2003 excludes approximately 179.0 million potential common shares primarily related to our stock option and restricted stock plans and our common stock held in treasury because the assumed issuance of such potential common shares is antidilutive in periods in which there is a loss.

The following table reconciles the numerator and denominator of the computations of Diluted EPS for common stockholders from continuing operations for the interim periods presented:

(Amounts in millions, except per share data)
Three Months Ended March 31,
2004 2003


Income Shares Per Share
Amount
Loss Shares Per Share
Amount






Basic EPS for common 
  stockholders  $65   2,258   $0.03   ($355) 2,255 ($0.16)  
Effect of Dilutive 
Securities 
  Assumed exercise of 
   stock option and 
   restricted stock plans    10          






Diluted EPS  $65   2,268   $0.03   ($355) 2,255 ($0.16)  







6


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

4. ACQUISITIONS AND OTHER SIGNIFICANT EVENTS

Acquisition of Broadband
On November 18, 2002, we completed the acquisition of AT&T Corp.'s (“AT&T”) broadband business, which we refer to as "Broadband." The acquisition created the largest cable operator in the United States by combining Broadband's and our cable networks.

The application of purchase accounting under SFAS No. 141, "Business Combinations," requires that the total purchase price of an acquisition be allocated to the fair value of the assets acquired and liabilities assumed based on their fair values at the acquisition date. During 2003, we finalized the Broadband purchase price allocation, except for certain litigation contingencies relating to our share of AT&T's potential liability associated with the At Home Corporation litigation (see Note 9). We are waiting for additional information to complete the Broadband purchase price allocation, which we have arranged with AT&T to obtain and expect to receive during 2004.

Liabilities associated with exit activities recorded in the purchase price allocation consist of $602 million associated with accrued employee termination and related costs and $929 million associated with either the cost of terminating contracts or the present value of remaining amounts payable under non-cancelable contracts. Amounts paid, adjustments made against these accruals and interest accretion during the 2004 interim period were as follows (in millions):

Employee
Termination and
Related Costs
Contract
Exit
Costs


  Balance, December 31, 2003   $135   $461  
  Payments  (21 ) (6 )
  Interest accretion      1  


  Balance, March 31, 2004  $114   $456  



Gemstar
On March 31, 2004, we entered into a long-term, non-exclusive patent license and distribution agreement with Gemstar-TV Guide International (“Gemstar”) in exchange for a one-time payment of $250 million to Gemstar. This amount is included in other intangible assets in our condensed consolidated balance sheet based on a preliminary allocation of value. This agreement allows us to utilize Gemstar’s intellectual property and technology and the TV Guide brand and content on our interactive program guides. In addition, we formed an entity along with Gemstar to develop and enhance interactive programming guides.

7


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

5. INVESTMENTS

March 31,
2004
December 31,
2003


(in millions)
Fair value method      
     Cablevision  $948   $970  
     Liberty  2,413   2,644  
     Microsoft  1,267   1,331  
     Sprint  546   349  
     Vodafone  1,056   1,245  
     Other  92   44  


   6,322   6,583  


Equity Method 
     Cable related  2,167   2,145  
     Other  234   242  


   2,401   2,387  


Cost method, principally Time Warner Cable and Time Warner  8,329   8,341  


     Total investments  17,052   17,311  
Less, current investments  2,782   2,493  


Non-current investments  $14,270   $14,818  



Fair Value Method
We hold unrestricted equity investments, which we account for as available for sale or trading securities, in certain publicly traded companies. The net unrealized pre-tax gains on investments accounted for as available for sale securities as of March 31, 2004 and December 31, 2003 of $66 million and $65 million, respectively, have been reported in our consolidated balance sheet principally as a component of accumulated other comprehensive loss, net of related deferred income taxes of $23 million and $23 million, respectively.

The cost, fair value and unrealized gains and losses related to our available for sale securities are as follows (in millions):

March 31,
2004
December 31,
2003


Cost  $128   $92  
Unrealized gains  66   66  
Unrealized losses      (1 )


Fair value  $194   $157  



8


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

   

Investment Loss, Net
Investment loss, net for the interim periods includes the following (in millions):

Three Months Ended March 31,
2004 2003


Interest and dividend income  $17   $34  
Gains on sales and exchanges of investments, net  2   22  
Investment impairment losses     (55 )
Mark to market adjustments on trading securities  (174 ) (15 )
Mark to market adjustments on derivatives related 
     to trading securities  55   (10 )
Mark to market adjustments on derivatives and hedged items  91   (199 )


     Investment loss, net  ($9 ) ($223 )



6. LONG-TERM DEBT

March 31,
2004
December 31,
2003


(in millions)
Notes exchangeable into common stock  $4,005   $4,318  
Bank and public debt  22,146   22,193  
Other, including capital lease obligations  475   485  


     Total debt  $26,626   $26,996  



The Cross-Guarantee Structure
To simplify our capital structure, we and a number of our wholly-owned subsidiaries that hold substantially all of our cable communications assets have unconditionally guaranteed each other’s debt securities and indebtedness for borrowed money, including amounts outstanding under the new credit facility (see below). As of March 31, 2004, $20.642 billion of our debt was included in the cross-guarantee structure.

Comcast Holdings is not a guarantor and none of its debt is guaranteed under the cross-guarantee structure. As of March 31, 2004, $1.199 billion of our debt was outstanding at Comcast Holdings.

New Credit Facility
In January 2004, we entered into a new $4.5 billion, five-year revolving bank credit facility. Interest rates on this facility vary based on an underlying base rate (“Base Rate”), chosen at our option, plus a borrowing margin. The Base Rate is either LIBOR or the greater of the prime rate or the Federal Funds rate plus 0.5%. The borrowing margin is based on our senior unsecured debt ratings. The interest rate for borrowings under this revolver is LIBOR plus 0.625% based on our current credit ratings.

Redemption of Debt
On March 31, 2004, we redeemed all $250 million principal amount of our 8.875% senior notes due 2007. The redemption was financed with available cash.

Notes Exchangeable into Common Stock
We hold exchangeable notes (the “Exchangeable Notes”) that are mandatorily redeemable at our option into shares of Cablevision NY Group (“Cablevision”) Class A common stock or its cash equivalent, Microsoft Corporation (“Microsoft”) common stock or its cash equivalent, (i) Vodafone ADRs, (ii) the cash equivalent, or (iii) a combination of cash and Vodafone ADRs, and Comcast Class A Special common stock or its cash equivalent. The maturity value of the Exchangeable Notes varies based upon the fair market value of the security to which it is

9


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

indexed. Our Exchangeable Notes are collateralized by our investments in Cablevision, Microsoft and Vodafone, respectively, and the Comcast Class A Special common stock held in treasury.

During the 2004 interim period, we settled an aggregate of $176 million of our obligations relating to our Vodafone exchangeable notes by delivering the underlying shares of common stock to the counterparty upon maturity of the instruments, and the equity collar agreements related to the underlying shares expired. The Vodafone transactions represented non-cash investing and financing activities and had no effect on our statement of cash flows due to their non-cash nature. 

As of March 31, 2004, the securities we hold collateralizing the Exchangeable Notes were sufficient to satisfy the debt obligations associated with the outstanding Exchangeable Notes (see Notes 5 and 8).

ZONES
At maturity, holders of our 2.0% Exchangeable Subordinated Debentures due 2029 (the “ZONES”) are entitled to receive in cash an amount equal to the higher of the principal amount of the ZONES or the market value of Sprint common stock. Prior to maturity, each ZONES is exchangeable at the holders’ option for an amount of cash equal to 95% of the market value of Sprint common stock. As of March 31, 2004, the number of Sprint shares we held exceeded the number of ZONES outstanding.

We separated the accounting for the Exchangeable Notes and the ZONES into derivative and debt components. We record the change in the fair value of the derivative component of the Exchangeable Notes and the ZONES and the change in the carrying value of the debt component of the Exchangeable Notes and the ZONES as follows (in millions):

Exchangeable Notes ZONES


Three Months Ended
March 31,
Three Months Ended
March 31,
Balance at Beginning of Period: 2004 2003 2004 2003




     Debt component  $5,030   $6,981   $515   $491  
     Derivative component  (712 ) (1,522 ) 268   208  




         Total  4,318   5,459   783   699  
Decrease in debt component due to maturities  (176 )
Change in debt component to interest expense  (20 ) (25 ) 6   6  
Change in derivative component to investment 
     loss, net  (117 ) 245   169   (1 )
  
Balance at End of Period: 
     Debt component  4,834   6,956   521   497  
     Derivative component  (829 ) (1,277 ) 437   207  




         Total  $4,005   $5,679   $958   $704  





Interest Rates
Excluding the derivative component of the Exchangeable Notes and the ZONES whose changes in fair value are recorded to investment loss, net, our effective weighted average interest rate was 7.08% as of March 31, 2004 and December 31, 2003.

10


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

Derivatives
We use derivative financial instruments to manage our exposure to fluctuations in interest rates and securities prices. We have issued indexed debt instruments and prepaid forward sale agreements whose value, in part, is derived from the market value of certain publicly traded common stock.

Lines and Letters of Credit
As of March 31, 2004, we and certain of our subsidiaries had unused lines of credit of $4.382 billion under our respective credit facilities.

As of March 31, 2004, we and certain of our subsidiaries had unused irrevocable standby letters of credit totaling $419 million to cover potential fundings under various agreements.

7. STOCKHOLDERS' EQUITY

Stock-Based Compensation
We account for stock-based compensation in accordance with APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, as permitted by SFAS No. 123, “Accounting for Stock-Based Compensation,” (“SFAS No. 123”) as amended. Compensation expense for stock options is measured as the excess, if any, of the quoted market price of our stock at the date of the grant over the amount an employee must pay to acquire the stock. We record compensation expense for restricted stock awards based on the quoted market price of our stock at the date of the grant and the vesting period. We record compensation expense for stock appreciation rights based on the changes in quoted market prices of our stock or other determinants of fair value.

The following table illustrates the effect that applying the fair value recognition provisions of SFAS No. 123 to stock-based compensation would have had on net income (loss) and earnings (loss) per share. Upon further analysis during 2003, it was determined that the expected option lives for options granted in prior years should have been 7 years rather than the 8 years used previously. The amounts in the table reflect this revision for all periods presented. Total stock-based compensation expense was determined under the fair value method for all awards using the accelerated recognition method as permitted under SFAS No. 123 (dollars in millions, except per share data):

11


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

Three Months Ended March 31,
2004 2003


Net income (loss), as reported  $65   ($297 )
 
Add: Total stock-based compensation expense 
  included in net income (loss), as reported above  5   2  
 
Deduct: Total stock-based compensation expense determined 
  under fair value based method for all awards relating to 
  continuing operations, net of related tax effects  (33 ) (35 )
 
Deduct: Total stock-based compensation expense determined 
  under fair value based method for all awards relating to 
  discontinued operations, net of related tax effects    (3 )


Pro forma, net income (loss)  $37   ($333 )


Basic earnings (loss) from continuing operations for common 
  stockholders per common share: 
     As reported  $0.03 ($0.16 )
     Pro forma  $0.02 ($0.17 )
 
Diluted earnings (loss) from continuing operations for common 
  stockholders per common share: 
     As reported  $0.03 ($0.16 )
     Pro forma  $0.02 ($0.17 )
 
Basic earnings (loss) for common stockholders per 
  common share: 
     As reported  $0.03 ($0.13 )
     Pro forma  $0.02 ($0.15 )
 
Diluted earnings (loss) for common stockholders per 
  common share: 
     As reported  $0.03 ($0.13 )
     Pro forma  $0.02 ($0.15 )

The pro forma effect on net income (loss) and net income (loss) per share for the interim periods by applying SFAS No. 123 may not be indicative of the effect on net income or loss in future years since SFAS No. 123 does not take into consideration pro forma compensation expense related to awards made prior to January 1, 1995 and also because additional awards in future years are anticipated.

12


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

The following table summarizes the activity of our option plans during the 2004 interim period (options in thousands):

Class A
Common Stock
Class A Special
Common Stock


Options Weighted-
Average
Exercise
Price
Options Weighted-
Average
Exercise
Price




Outstanding at beginning of period  85,151   $39.28 60,464   $29.43
Granted  14,041   29.98
Exercised  (396 ) 26.83 (477 ) 12.25
Canceled  (1,545 ) 39.62 (323 ) 36.22


Outstanding at end of period  97,251   37.99 59,664   29.53


Exercisable at end of period  55,181   44.87 33,647   26.82



Comprehensive Income (Loss)
Our total comprehensive income (loss) for the interim periods was as follows (in millions):

Three Months Ended March 31,
2004 2003


Net income (loss)  $65   ($297 )
Unrealized gains (losses) on marketable securities  2   (31 )
Reclassification adjustments for losses 
   included in net income (loss)  8   24  
Foreign currency translation gains      6  


Comprehensive income (loss)  $75   ($298 )



8. STATEMENT OF CASH FLOWS - SUPPLEMENTAL INFORMATION

We made cash payments for interest and income taxes during the interim periods as follows (in millions):

Three Months Ended March 31,
2004 2003


Interest  $605   $567  
Income taxes  $61   $15  

During the 2004 interim period, we entered into non-cash financing and investing activities related to certain of our Exchangeable Notes (see Note 6).

13


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

9. COMMITMENTS AND CONTINGENCIES

Commitments
Certain of our subsidiaries support debt compliance with respect to obligations of certain cable television partnerships and investments in which we hold an ownership interest (see Note 5). The obligations expire between May 2008 and September 2010. Although there can be no assurance, we believe that we will not be required to meet our obligations under such commitments. The total notional amount of our commitments was $1.021 billion as of March 31, 2004, at which time there were no quoted market prices for similar agreements.

Contingencies

At Home
Litigation has been filed against us as a result of our alleged conduct with respect to our investment in and distribution relationship with At Home Corporation. At Home was a provider of high-speed Internet services that filed for bankruptcy protection in September 2001. Filed actions are: (i) class action lawsuits against us, Brian L. Roberts (our President and Chief Executive Officer and a director), AT&T (the former controlling shareholder of At Home and also a former distributor of the At Home service) and other corporate and individual defendants in the Superior Court of San Mateo County, California, alleging breaches of fiduciary duty in connection with transactions agreed to in March 2000 among At Home, AT&T, Cox Communications, Inc. (Cox is also an investor in At Home and a former distributor of the At Home service) and us; (ii) class action lawsuits against Comcast Cable Communications, LLC, AT&T and others in the United States District Court for the Southern District of New York, alleging securities law violations and common law fraud in connection with disclosures made by At Home in 2001; (iii) a lawsuit brought in the United States District Court for the District of Delaware in the name of At Home by certain At Home bondholders against us, Brian L. Roberts, Cox and others, alleging breaches of fiduciary duty relating to the March 2000 transactions and seeking recovery of alleged short-swing profits of at least $600 million pursuant to Section 16(b) of the Securities Exchange Act of 1934 purported to have arisen in connection with certain transactions relating to At Home stock effected pursuant to the March 2000 agreements; and (iv) a lawsuit brought in the United States Bankruptcy Court for the Northern District of California by certain At Home bondholders against Comcast Cable Holdings, LLC and Comcast Cable Communications Holdings, Inc., as well as AT&T, AT&T Credit Holdings, Inc. and AT&T Wireless Services, Inc., seeking to avoid and recover certain alleged “preference” payments in excess of $89 million allegedly made to the defendants prior to the At Home bankruptcy filing. The actions in San Mateo County, California have been stayed by the United States Bankruptcy Court for the Northern District of California, the court in which At Home filed for bankruptcy, as violating the automatic bankruptcy stay. The preference action in U.S. Bankruptcy Court has also been stayed by agreement of the parties. In the Southern District of New York actions, the court ordered the actions consolidated into a single action. All of the defendants served motions to dismiss on February 11, 2003. The court dismissed the common law claims against us and Mr. Roberts, leaving only a claim for “control person” liability under the Securities Exchange Act of 1934. In a subsequent decision, the court limited the remaining claim against us and Mr. Roberts to disclosures that are alleged to have been made by At Home prior to August 28, 2000. The Delaware case has been transferred to the United States District Court for the Southern District of New York, and we have moved to dismiss the Section 16(b) claims.

Under the terms of the Broadband acquisition, we are generally contractually liable for 50% of any liabilities of AT&T relating to At Home, including most liabilities resulting from any pending or threatened litigation, with the exception, among other things, of liabilities arising out of contracts between At Home and AT&T (or its affiliates) for the benefit of the businesses retained by AT&T following its divestiture of Broadband. In those situations that we are contractually liable for 50% of any liabilities, AT&T will be liable for the other 50% of these liabilities. In addition to the actions against AT&T described above, in which we are also a defendant, there are two additional actions brought by At Home’s bondholders’ liquidating trust against AT&T not naming us: (i) a lawsuit filed against AT&T and certain of its senior officers in Santa Clara, California state court alleging various breaches of fiduciary duties, misappropriation of trade secrets and other causes of action in connection with the transactions in March 2000 described above, and prior and subsequent alleged conduct on the part of the defendants, and (ii) an action filed against AT&T in the District Court for the Northern District of California, alleging that AT&T infringes an At Home patent by using its broadband distribution and high-speed Internet backbone networks and equipment. Both of

14


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

these actions are in the discovery stage.

We deny any wrongdoing in connection with the claims that have been made directly against us, our subsidiaries and Brian L. Roberts, and intend to defend all of these claims vigorously. In our opinion, the final disposition of these claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

We are currently waiting to obtain additional information, and, therefore, are unable to determine what impact, if any, the final resolution of our share of these AT&T At Home potential liabilities would have on our consolidated financial position or results of operations. No assurance can be given that any adverse outcome would not be material.

AT&T
We, in connection with our acquisition of Broadband, are potentially responsible for a portion of the liabilities arising from two purported securities class action lawsuits brought against AT&T and others and consolidated for pre-trial purposes in the United States District Court for the District of New Jersey. These lawsuits assert claims under Section 11, Section 12(a)(2) and Section 15 of the Securities Act of 1933, as amended, and Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934, as amended. The first lawsuit, for which our portion of the exposure is up to 15%, alleges, among other things, that AT&T made material misstatements and omissions in the Registration Statement and Prospectus for the AT&T Wireless initial public offering. The second lawsuit, for which our portion of the exposure is up to 50%, alleges, among other things, that AT&T knowingly provided false projections relating to AT&T common stock. The complaints seek damages in an unspecified amount, but, because the trading activity during the purported class periods was extensive, the amounts ultimately demanded may be significant. We and AT&T believe that AT&T has meritorious defenses and these actions are being vigorously defended. Motions for summary judgment were filed in March 2004 and are pending before the court.

On June 24, 1998, the first of a number of purported class action lawsuits was filed by then-shareholders of Tele-Communications, Inc. (“TCI”) Series A TCI Group Common Stock (“Common A”) against AT&T and the directors of TCI relating to the acquisition of TCI by AT&T. A consolidated amended complaint combining the various different actions was filed on February 10, 1999 in the Delaware Court of Chancery. The consolidated amended complaint alleges that former members of the TCI board of directors breached their fiduciary duties to Common A shareholders by agreeing to transaction terms whereby holders of the Series B TCI Group Common Stock received a 10% premium over what Common A shareholders received in connection with the transaction. The complaint further alleges that AT&T aided and abetted the TCI directors’ breach.

In connection with the TCI acquisition, which was completed in early 1999, AT&T agreed under certain circumstances to indemnify TCI’s former directors for certain losses, expenses, claims or liabilities, potentially including those incurred in connection with this action. In connection with the Broadband acquisition, Broadband agreed to indemnify AT&T for certain losses, expenses, claims or liabilities. Those losses and expenses potentially include those incurred by AT&T in connection with this action, both as a defendant and in connection with any obligation that AT&T may have to indemnify the former TCI directors for liabilities incurred as a result of the claims against them in this action.

On September 8, 1999, AT&T moved to dismiss the amended complaint for failure to state a cause of action against AT&T. On July 7, 2003, the Delaware Court of Chancery granted AT&T’s motion to dismiss on the ground that the complaint failed to adequately plead AT&T’s “knowing participation,” as required to state a claim for aiding and abetting a breach of fiduciary duty. The other claims made in the complaint remain outstanding. Discovery in this matter is now closed.

In our opinion, the final disposition of these claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one

15


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Liberty Digital
On January 8, 2003, Liberty Digital, Inc. filed a complaint in Colorado state court against us and Comcast Cable Holdings, LLC. The complaint alleges that Comcast Cable Holdings breached a 1997 “contribution agreement” between Liberty Digital and Comcast Cable Holdings and that we tortiously interfered with that agreement. The complaint alleges that this purported agreement obligates Comcast Cable Holdings to pay fees to Liberty Digital totaling $18 million (increasing at CPI) per year through 2017. Liberty Digital seeks, among other things, compensatory damages, specific performance of the purported agreement, a declaration that the agreement is valid and enforceable going forward, and an unspecified amount of exemplary damages from us based on the alleged intentional interference claim. We and Comcast Cable Holdings filed our answer to the complaint on March 5, 2003, in which we denied the essential allegations of the complaint and asserted various affirmative defenses.

On November 6, 2003, Liberty Digital was granted leave to file an amended complaint that contained one minor revision to the original complaint. On December 16, 2003, we and Comcast Cable Holdings filed our answer to the amended complaint, in which we again denied the essential allegations of the complaint and asserted various affirmative defenses. Discovery in this matter is currently underway and a trial is scheduled to commence on July 19, 2004.

In our opinion, the final disposition of these claims is not expected to have a material adverse effect on our consolidated financial position, but could possibly be material to our consolidated results of operations of any one period. Further, no assurance can be given that any adverse outcome would not be material to our consolidated financial position.

Other
We are subject to other legal proceedings and claims that arise in the ordinary course of our business. In our opinion, the amount of ultimate liability with respect to such actions is not expected to materially affect our financial position, results of operations or liquidity.

16


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

10. FINANCIAL DATA BY BUSINESS SEGMENT

Our reportable segments consist of our Cable and Content businesses. Beginning in the first quarter of 2004, although they do not meet the quantitative disclosure requirements of SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,” we have elected to separately disclose our content businesses as a reportable segment. Our content segment consists of our national networks E! Entertainment, Style Network, The Golf Channel, Outdoor Life Network and G4. As a result of this change, we have presented the comparable 2003 Content segment amounts. In evaluating our segments’ profitability, the components of net income (loss) below operating income before depreciation and amortization are not separately evaluated by our management (amounts in millions).

Cable (1) Content Corporate and
Other (2)
Total




Three Months Ended March 31, 2004          
Revenues (3)  $4,647   $176   $85   $4,908  
Operating income (loss) before depreciation 
     and amortization (4)  1,719   69   (55 ) 1,733  
Depreciation and amortization  1,017   35   22   1,074  
Operating income (loss)  702   34   (77 ) 659  
Capital expenditures  814   4   10   828  
  
Three Months Ended March 31, 2003 
Revenues (3)  $4,232   $145   $89   $4,466  
Operating income (loss) before depreciation 
     and amortization (4)  1,421   41   (34 ) 1,428  
Depreciation and amortization  1,080   32   22   1,134  
Operating income (loss)  341   9   (56 ) 294  
Capital expenditures  953   3   2   958  
  
As of March 31, 2004 
Assets  $105,043   $2,067   $1,457   $108,567  
  
As of December 31, 2003 
Assets  $105,316   $2,110   $1,733   $109,159  

_____________

(1)  

Our regional programming networks Comcast SportsNet, Comcast SportsNet Mid-Atlantic, Comcast SportsNet Chicago, Cable Sports Southeast and CN8-The Comcast Network are included in our cable segment.

(2)  

Corporate and other includes corporate activities, elimination entries and all other businesses not presented in our cable or content segments. Assets included in this caption consist primarily of our investments (see Note 5).

(3)  

Non-US revenues were not significant in any period. No single customer accounted for a significant amount of our revenue in any period.

(4)  

Operating income (loss) before depreciation and amortization is defined as operating income before depreciation and amortization, impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments. This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that this measure is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. This measure should not be considered as a substitute for operating income (loss), net income (loss), net cash


17


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

   

provided by operating activities or other measures of performance or liquidity reported in accordance with generally accepted accounting principles.


11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

We and five of our cable holding company subsidiaries, Comcast Cable Communications, LLC (Comcast Cable or "CCCL"), Comcast Cable Communications Holdings, Inc. (Comcast Cable Communications Holdings or "CCCH"), Comcast MO Group, Inc. ("Comcast MO Group"), Comcast Cable Holdings, LLC (Comcast Cable Holdings or "CCH"), and Comcast MO of Delaware, LLC ("Comcast MO of Delaware") fully and unconditionally guarantee each other's debt securities. Comcast MO Group, CCH and Comcast MO of Delaware are collectively referred to as the "Combined CCHMO Parents." Our condensed consolidating financial information is as follows (in millions):

Comcast Corporation
Condensed Consolidating Balance Sheet
As of March 31, 2004
 
Comcast
Parent
CCCL
Parent
CCCH
Parent
Combined
CCHMO
Parents
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation







ASSETS 
   Cash and cash equivalents  $13   $   $   $   $862   $   $875  
   Investments  47         2,735     2,782  
   Accounts receivable, net         776    776  
   Other current assets  14         813     827  







     Total current assets  74         5,186     5,260  







   INVESTMENTS         14,270    14,270  
   INVESTMENTS IN AND AMOUNTS DUE  
     FROM SUBSIDIARIES ELIMINATED  
     UPON CONSOLIDATION  46,197   26,797  33,264  39,899   19,843  (166,000    
   PROPERTY AND EQUIPMENT, net  8      3    18,484    18,495  
   FRANCHISE RIGHTS        51,050    51,050  
   GOODWILL         14,840    14,840  
   OTHER INTANGIBLE ASSETS, net  250            3,711     3,961  
   OTHER NONCURRENT ASSETS, net  74   66  30    521    691  







   Total Assets  $46,603   $26,863  $33,297  $39,899  $127,905 ($166,000 ) $108,567  







  
LIABILITIES AND STOCKHOLDERS’ EQUITY 
   Accounts payable  $ $   $   $   $1,024  $   $1,024  
   Accrued expenses and other current 
     liabilities  308   323  161  200   3,157    4,149  
   Deferred income taxes        733    733  
   Current portion of long-term debt  301    411   2,674    3,386  







     Total current liabilities  308   624  161  611   7,588    9,292  







   LONG-TERM DEBT, less current portion  4,012   6,396  3,498  6,024   3,310    23,240  
   DEFERRED INCOME TAXES         26,291    26,291  
   OTHER NONCURRENT LIABILITIES  537         7,169     7,706  
   MINORITY INTEREST  8         292     300  
  
STOCKHOLDERS’ EQUITY                
   Common stock  25            25  
   Other stockholders’ equity  41,713   19,843  29,638  33,264   83,255  (166,000 ) 41,713  







     Total Stockholders’ Equity  41,738   19,843  29,638  33,264   83,255  (166,000 ) 41,738  







 
     Total Liabilities and Stockholders’ Equity  $46,603   $26,863  $33,297  $39,899   $127,905  ($166,000 ) $108,567  







18


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

Comcast Corporation
Condensed Consolidating Balance Sheet
As of December 31, 2003
 
Comcast
Parent
CCCL
Parent
CCCH
Parent
Combined
CCHMO
Parents
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation







ASSETS 
   Cash and cash equivalents  $   $   $   $   $1,550   $   $1,550  
   Investments  50   2,443   2,493  
   Accounts receivable, net    907   907  
   Other current assets  15   438   453  







     Total current assets  65   5,338   5,403  







   INVESTMENTS    14,818   14,818  
   INVESTMENTS IN AND AMOUNTS DUE  
     FROM SUBSIDIARIES ELIMINATED  
     UPON CONSOLIDATION  46,268   26,643   33,138   39,919   19,678   (165,646 )
   PROPERTY AND EQUIPMENT, net  7   4   18,462   18,473  
   FRANCHISE RIGHTS    51,050   51,050  
   GOODWILL    14,841   14,841  
   OTHER INTANGIBLE ASSETS, net    3,859   3,859  
   OTHER NONCURRENT ASSETS, net  87   43   30   555   715  







     Total Assets  $46,427   $26,686   $33,172   $39,919   $128,601   ($165,646 ) $109,159  







  
LIABILITIES AND STOCKHOLDERS' EQUITY 
   Accounts payable  $   $   $   $   $1,251   $   $1,251  
   Accrued expenses and other current 
    liabilities  391   99   76   316   3,681   4,563  
   Deferred income taxes    679   679  
   Current portion of long-term debt    303   314   2,544   3,161  







     Total current liabilities  391   402   76   630   8,155   9,654  







   LONG-TERM DEBT, less current portion  3,994   6,606   3,498   6,151   3,586   23,835  
   DEFERRED INCOME TAXES    25,900   25,900  
   OTHER NONCURRENT LIABILITIES  380   7,436   7,816  
   MINORITY INTEREST    292   292  
  
STOCKHOLDERS' EQUITY 
   Common stock  25   25  
   Other stockholders' equity  41,637   19,678   29,598   33,138   83,232   (165,646 ) 41,637  







     Total Stockholders' Equity  41,662   19,678   29,598   33,138   83,232   (165,646 ) 41,662  







     Total Liabilities and Stockholders' Equity  $46,427   $26,686   $33,172   $39,919   $128,601   ($165,646 ) $109,159  







19


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

Comcast Corporation
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2004
 
Comcast
Parent
CCCL
Parent
CCCH
Parent
Combined
CCHMO
Parents
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation







REVENUES 
   Service revenues  $   $   $   $   $4,908   $   $4,908  
   Management fee revenue  98   39   61   61   (259 )







   98   39   61   61   4,908   (259 ) 4,908  







COSTS AND EXPENSES   
   Operating (excluding depreciation)    1,869   1,869  
   Selling, general and administrative  44   39   61   61   1,360   (259 ) 1,306  
   Depreciation    798   798  
   Amortization    276   276  







   44   39   61   61   4,303   (259 ) 4,249  







OPERATING INCOME  54   605   659  
   
OTHER INCOME (EXPENSE)  
   Interest expense  (102 ) (127 ) (76 ) (101 ) (94 ) (500 )
   Investment loss, net    (9 ) (9 )
   Equity in net (losses) income of affiliates  96   268   93   146   168   (788 ) (17 )
   Other income    7   7  







   (6 ) 141   17   45   72   (788 ) (519 )







INCOME (LOSS) BEFORE INCOME TAXES 
   AND MINORITY INTEREST  48   141   17   45   677   (788 ) 140  
   
INCOME TAX (EXPENSE) BENEFIT  17   44   27   35   (199 ) (76 )







INCOME (LOSS) BEFORE MINORITY INTEREST  65   185   44   80   478   (788 ) 64  
   
MINORITY INTEREST    1   1  







NET INCOME (LOSS)  $65   $185   $44   $80   $479   ($788 ) $65  







20


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

Comcast Corporation
Condensed Consolidating Statement of Operations
For the Three Months Ended March 31, 2003
 
Comcast
Parent
CCCL
Parent
CCCH
Parent
Combined
CCHMO
Parents
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation







REVENUES 
   Service revenues  $   $   $   $   $4,466   $   $4,466  
   Management fee revenue  95   37   58   58   (248 )







   95   37   58   58   4,466   (248 ) 4,466  







COSTS AND EXPENSES 
   Operating (excluding depreciation)    1,811   1,811  
   Selling, general and administrative  38   37   58   58   1,284   (248 ) 1,227  
   Depreciation    780   780  
   Amortization    354   354  







   38   37   58   58   4,229   (248 ) 4,172  







OPERATING INCOME  57   237   294  
 
OTHER INCOME (EXPENSE) 
   Interest expense  (44 ) (135 ) (113 ) (115 ) (117 ) (524 )
   Investment loss, net    (223 ) (223 )
   Equity in net income (losses) of affiliates  (305 ) 229   (337 ) (262 ) 124   534   (17 )
   Other income    13   13  







   (349 ) 94   (450 ) (377 ) (203 ) 534   (751 )







INCOME (LOSS)FROM CONTINUING  
OPERATIONS BEFORE INCOME
TAXES AND MINORITY INTEREST
  (292 ) 94   (450 ) (377 ) 34   534   (457 )
INCOME TAX BENEFIT (EXPENSE)  (5 ) 47   40   40   19   141  







INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE MINORITY INTEREST
  (297 ) 141   (410 ) (337 ) 53   534   (316 )
MINORITY INTEREST    (39 ) (39 )







INCOME (LOSS) FROM CONTINUING OPERATIONS  (297 ) 141 (410 ) (337 ) 14 534 (355 )
INCOME FROM DISCONTINUED OPERATIONS, net of tax    58   58  







NET INCOME (LOSS)  ($297 ) $141   ($410 ) ($337 ) $72   $534   ($297 )







21


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(Unaudited)

Comcast Corporation
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2004
 
Comcast
Parent
CCCL
Parent
CCCH
Parent
Combined
CCHMO
Parents
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation







OPERATING ACTIVITIES 
Net income (loss)  $65   $185   $44   $80   $479   ($788 ) $65  
  
Adjustments to reconcile net income (loss) to 
   net cash provided by (used in)
   operating activities:
 
   Depreciation    798   798  
   Amortization    276   276  
   Non-cash interest (income) expense, net  45   2 (26 ) 1   22  
   Equity in net (income) losses of affiliates  (96 ) (268 ) (93 ) (146 ) (168 ) 788   17  
   Losses (gains) on investments and other 
      (income) expense, net    8   8  
   Non-cash contribution expense    23   23  
   Minority interest    (1 ) (1 )
   Deferred income taxes    5   5  
  
   Changes in operating assets and liabilities,  
     net of effects of acquisitions and
     divestitures
 
     Change in accounts receivable, net    131   131  
     Change in accounts payable    (227 ) (227 )
     Change in other operating assets and 
       liabilities  70   201   85   (116 ) (583 ) (343 )







     Net cash provided by (used in) operating 
       activities  84   120   36   (208 ) 742   774  







 
FINANCING ACTIVITIES 
   Proceeds from borrowings    4   4  
   Retirements and repayments of debt    (256 ) (3 ) (14 ) (273 )
   Other  8   10   18  







     Net cash provided by (used in) 
       financing activities  8   (256 ) (3 ) (251 )







INVESTING ACTIVITIES 
Net transactions with affiliates  171   136 (36 ) 211   (482 )
Acquisitions, net of cash acquired    (41 ) (41 )
Proceeds from sales of (purchases of)  
   short-term investments, net    6   6  
Proceeds from sales of investments    4   4  
Purchases of investments    (60 ) (60 )
Capital expenditures    (828 ) (828 )
Additions to intangible and other noncurrent 
    assets  (250 ) (55 ) (305 )
Proceeds from settlement of contract of 
     acquired company    26   26  







   Net cash (used in) provided by investing 
     activities  (79 ) 136 (36 ) 211   (1,430 ) (1,198 )







 
INCREASE (DECREASE) IN CASH AND  
     CASH EQUIVALENTS  13   (688 ) (675 )
 
CASH AND CASH EQUIVALENTS,
      beginning of period
  1,550   1,550  







 
CASH AND CASH EQUIVALENTS,
      end of period
  $13 $ $ $ $862   $   $875  







22


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(Unaudited)

Comcast Corporation
Condensed Consolidating Statement of Cash Flows
For the Three Months Ended March 31, 2003
 
Comcast
Parent
CCCL
Parent
CCCH
Parent
Combined
CCHMO
Parents
Non-
Guarantor
Subsidiaries
Elimination
and
Consolidation
Adjustments
Consolidated
Comcast
Corporation







OPERATING ACTIVITIES
Net income (loss)  ($297 ) $141   ($410 ) ($337 ) $72   $534   ($297 )
Income from discontinued operations  (58 ) (58 )







Income (loss) from continuing operations  (297 ) 141   (410 ) (337 ) 14   534   (355 )
 
Adjustments to reconcile net income (loss) 
   from continuing operations to net 
   cash provided by (used in) operating 
   activities from continuing operations: 
   Depreciation    780   780  
   Amortization    354   354  
   Non-cash interest (income) expense, net    (4 ) (33 ) 16   (21 )
   Equity in net (income) losses of affiliates  305   (229 ) 337   262   (124 ) (534 ) 17  
   Losses (gains) on investments and other 
   (income) expense, net    249   249  
   Minority interest    13   13  
   Deferred income taxes    (182 ) (182 )
   Proceeds from sales of trading securities    32   32  
 
   Changes in operating assets and 
     liabilities, net of effects 
     of acquisitions and divestitures 
     Change in accounts receivable, net    72   72  
     Change in accounts payable    (29 ) (29 )
     Change in other operating assets and 
     liabilities  4   68   10   (196 ) (163 ) (277 )







     Net cash provided by (used in) operating 
     activities from continuing operations  12   (24 ) (63 ) (304 ) 1,032   653  







FINANCING ACTIVITIES 
   Proceeds from borrowings  3,690   200   10   3,900  
   Retirements and repayments of debt  (700 ) (1,000 ) (3,750 ) (608 ) (19 ) (6,077 )
   Other  (16 ) (16 )







     Net cash provided by (used in) financing 
     activities from continuing operations  2,990   (800 ) (3,750 ) (608 ) (25 ) (2,193 )







INVESTING ACTIVITIES 
Net transactions with affiliates  (3,002 ) 824   3,813   912   (2,547 )
Acquisitions, net of cash acquired 
Proceeds from sales of (purchases of) 
short-term investments, net    (9 ) (9 )
Proceeds from sales, settlements and 
restructuring of investments and assets 
    held for sale    2,768   2,768  
Purchases of investments    (72 ) (72 )
Capital expenditures    (958 ) (958 )
Additions to intangible and other noncurrent 
assets    (66 ) (66 )







   Net cash provided by (used in) investing 
     activities  (3,002 ) 824   3,813   912   (884 ) 1,663  







INCREASE IN CASH AND CASH EQUIVALENTS    123   123  
CASH AND CASH EQUIVALENTS, beginning of period    505   505  







CASH AND CASH EQUIVALENTS, end of period  $ $ $ $ $628 $   $628  







23


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

        We are principally involved in the management and operation of broadband communications networks (our cable segment) and in the management of programming content over cable and satellite television networks (our content segment). During the first quarter of 2004, we received over 94% of our revenue from our cable segment, primarily through monthly subscriptions to our video, high-speed Internet and phone services, as well as from advertising. Subscribers typically pay us monthly, based on rates and related charges that vary according to their chosen level of service and the type of equipment they use. Revenue from our content segment is derived from the sale of advertising time and affiliation agreements with cable and satellite television companies.

        Highlights for the first quarter of 2004 included the following:

 

Revenue growth of 9.8% in our cable segment compared to the same quarter in 2003, driven by continued growth in our new services, such as digital cable and high-speed Internet;


 

Operating income before depreciation and amortization growth of 21.0% in our cable segment compared to the same quarter in 2003, resulting from our revenue growth and efficiencies achieved through integration of the Broadband operations; and


 

Refinancing three of our previously existing revolving credit facilities with a new $4.5 billion, five-year revolving bank credit facility.


        The following provides the details of these highlights and insights into our financial statements, including discussions of our results of operations and our liquidity and capital resources.

Business Developments

        Refer to Note 4 to our financial statements included in Item 1 for a discussion of our acquisitions and other significant events.

        On April 28, 2004, we announced the withdrawal of our proposal to merge with The Walt Disney Company.

Results of Continuing Operations

        Revenues

        Consolidated revenues for the first quarter of 2004 increased $442 million from the same quarter in 2003. Of this increase, $415 million relates to our cable segment, which is discussed separately below. The remaining increase is primarily the result of our content segment, which achieved combined revenue growth of 21.7% during the first quarter of 2004 compared to the same quarter in 2003. This increase in our content segment was the result of increases in distribution revenue and advertising revenue.

        Operating, selling, general and administrative expenses

        Consolidated operating, selling, general and administrative expenses for the first quarter of 2004 increased $137 million from the same quarter in 2003. Of this increase, $117 million relates to our cable segment, which is discussed separately below. The remaining increase is primarily the result of increases in corporate expenses.

        Depreciation

        Depreciation expense increased $18 million for the first quarter of 2004 compared to the same quarter in 2003 and the increase is primarily attributable to our cable segment. This increase is principally due to our recent capital expenditures as we complete our upgrade program.

        Amortization

         Amortization expense decreased $78 million for the first quarter of 2004 compared to the same quarter in 2003 and the decrease is primarily attributable to our cable segment and is principally due to a decrease in the amortization of our franchise related customer relationship intangible assets. In the fourth quarter of 2003, we reduced the value of these intangible assets as a result of obtaining updated valuation reports, which resulted in lower amortization expense. 




24


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

Cable Segment Operating Results

        The following table presents our cable segment operating results (dollars in millions):

Three Months Ended
March 31,
Increase/(Decrease)


2004 2003 $ %




Video   $3,181   $2,982   $199   6.7 %
High-speed Internet  698   492   206   41.9
Phone  178   224   (46 ) (20.3 )
Advertising sales  269   236   33   14.0
Other  162   147   15   10.2
Franchise fees  159   151   8   5.1




     Revenues  4,647   4,232   415   9.8
Other operating, selling, general and administrative expenses  2,928   2,811   117   4.2




Operating income before depreciation and amortization (a)  $1,719   $1,421   $298   21.0 %





        The following table presents our subscriber and monthly average revenue statistics on a pro forma basis. The pro forma adjustments reflect the addition of approximately 54,000 subscribers acquired in various small acquisitions between June 2003 and March 2004. The impact of these acquisitions on our segment operating results was not material (subscribers in thousands).

Three Months Ended
March 31,
Increase/(Decrease)


2004 2003 $ %




Video subscribers  21,517.9 21,399.4 118.5 0.6 %
High-speed Internet subscribers  5,677.8 4,037.6 1,640.2 40.6 %
Phone subscribers  1,247.1 1,418.8 (171.7 ) (12.1 %)
Monthly average revenue per video subscriber  $49.31 $46.50 $2.81 6.0 %
Monthly average revenue per high-speed Internet subscriber  $42.46 $42.82 ($0.36 ) (0.8 %)
Monthly average revenue per phone subscriber  $47.34 $52.29 ($4.95 ) (9.5 %)

(a)

Operating income before depreciation and amortization is defined as operating income before depreciation and amortization, impairment charges, if any, related to fixed and intangible assets and gains or losses from the sale of assets, if any. As such, it eliminates the significant level of non-cash depreciation and amortization expense that results from the capital intensive nature of our businesses and intangible assets recognized in business combinations, and is unaffected by our capital structure or investment activities. Our management and Board of Directors use this measure in evaluating our consolidated operating performance and the operating performance of all of our operating segments. This metric is used to allocate resources and capital to our operating segments and is a significant component of our annual incentive compensation programs. We believe that this measure is also useful to investors as it is one of the bases for comparing our operating performance with other companies in our industries, although our measure may not be directly comparable to similar measures used by other companies. Because we use operating income before depreciation and amortization as the measure of our segment profit or loss, we reconcile it to operating income, the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP), in the business segment footnote to our financial statements. This measure should not be considered as a substitute for operating income (loss), net income (loss), net cash provided by operating activities or other measures of performance or liquidity reported in accordance with GAAP.




25


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

        Revenues

        Video revenue consists of our basic, expanded basic, premium, pay-per-view, equipment and digital cable services. The increase in video revenue for the interim period from 2003 to 2004 is primarily due to increases in monthly average revenue per subscriber as a result of rate increases in our traditional video service, growth in digital subscribers, and repricing and repackaging of the digital and premium channel services in the Broadband systems. From March 31, 2003 to March 31, 2004, we added approximately 118,500 basic subscribers and 1,056,500 digital subscribers, or a 15.5% increase in digital subscribers. We expect continued growth in our video services revenue.

        The increase in high-speed Internet revenue for the interim period from 2003 to 2004 is primarily due to the addition of approximately 1,640,200 high-speed Internet subscribers from March 31, 2003 to March 31, 2004, or a 40.6% increase in high-speed Internet subscribers, offset by a slight decrease in monthly average revenue per subscriber. We expect continued high-speed Internet revenue growth as overall demand for our services continues to increase.

        The decrease in phone revenue for the interim period from 2003 to 2004 is primarily as a result of our focus on operating efficiencies to drive profitability in the phone business, rather than focusing on subscriber growth. As a result, from March 31, 2003 to March 31, 2004, our phone subscribers decreased by approximately 171,700 subscribers.

        The increase in advertising sales revenue for the interim period from 2003 to 2004 is primarily due to the effects of growth in regional/national advertising as a result of the continuing success of our regional interconnects and a stronger local advertising market.

        Other revenue includes installation revenues, guide revenues, commissions from electronic retailing, revenue from our regional programming networks, commercial data revenue and revenue from other product offerings.

        The increase in franchise fees collected from our cable subscribers for the interim period from 2003 to 2004 is primarily attributable to the increase in our revenues upon which the fees apply.

        Expenses

        Total operating, selling, general and administrative expenses increased for the interim period from 2003 to 2004 primarily as a result of increases in labor and other volume related operating expenses associated with the growth in our high-speed Internet and digital cable services. Offsetting these increases were cost efficiencies generated from the integration of Broadband. Additionally, customer service expenses slightly declined because we no longer outsource Broadband's customer service operations.

Consolidated Income (Expense) Items

        Interest Expense

        The decrease in interest expense for the interim period from 2003 to 2004 is due to our decreased amount of debt outstanding as a result of our debt reduction during 2003. The decrease was offset somewhat by the effects of the write-off of $38 million of unamortized debt issue costs to interest expense in the 2004 interim period in connection with the refinancing of our previously existing revolving credit facilities, as well as to the effects of our adoption of SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity," on July 1, 2003 on a prospective basis. As a result of the adoption of SFAS No. 150, interest expense in the 2004 interim period includes $25 million of dividends on our subsidiary's preferred stock, previously classified as minority interest.




26


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

        Investment Loss, Net
        Investment loss, net for the interim periods includes the following (in millions):

Three Months Ended March 31,
2004 2003


Interest and dividend income   $17   $34  
Gains on sales and exchanges of investments, net  2   22  
Investment impairment losses     (55 )
Mark to market adjustments on trading securities  (174 ) (15 )
Mark to market adjustments on derivatives related 
     to trading securities  55   (10 )
Mark to market adjustments on derivatives and hedged items  91   (199 )


     Investment loss, net  ($9 ) ($223 )



        We have entered into derivative financial instruments that we account for at fair value and which economically hedge the market price fluctuations in the common stock of certain of our investments accounted for as trading securities. Investment loss, net includes the fair value adjustments related to our trading securities and derivative financial instruments. The change in the fair value of our investments accounted for as trading securities, with the exception in 2004 of the mark to market adjustments on approximately 116 million shares of our Liberty common shares discussed below, was substantially offset by the changes in the fair value of the related derivatives.

        We are exposed to changes in the fair value of approximately 116 million shares of Liberty common stock we hold and account for as a trading security because we have not entered into a corresponding derivative to hedge this market exposure.

        We are also exposed to changes in the fair value of the derivative component of the Comcast exchangeable notes we have outstanding since the underlying 30.9 million shares of Comcast Class A Special common stock we hold in treasury are carried at our historical cost and are not adjusted for changes in fair value.

        Accordingly, our investment income (loss) is affected by fluctuations in the fair value of both the Liberty common stock and the derivative component of the Comcast exchangeable notes. Investment loss, net for the first quarter of 2004 includes a loss of $29 million, net related to these financial instruments compared to a loss of $197 million in the same quarter of 2003.

        Income Tax (Expense) Benefit

        The change in income tax (expense) benefit for the interim period from 2003 to 2004 is primarily the result of the effects of changes in our income (loss) before taxes and minority interest.

        Minority Interest

         The change in minority interest for the interim period from 2003 to 2004 is attributable to the effects of our adoption of SFAS No. 150, upon which we now record our subsidiary preferred dividends, previously included within minority interest expense, to interest expense.

        We believe that our operations are not materially affected by inflation.

Liquidity and Capital Resources

        We believe that we will be able to meet our current and long-term liquidity and capital requirements, including fixed charges, through our cash flows from operating activities, existing cash, cash equivalents and investments, through available borrowings under our existing credit facilities, and through our ability to obtain future external financing.

27


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

        Cash and Cash Equivalents

        We have traditionally maintained significant levels of cash and cash equivalents to meet our short-term liquidity requirements. As of March 31, 2004, our cash and cash equivalents were $875 million, substantially all of which is unrestricted.

        Investments

        We consider investments that we determine to be non-strategic, highly-valued, or both, to be a source of liquidity. As of March 31, 2004, we consider our investments in the following to be potential sources of liquidity:

 

$1.5 billion in Time Warner Inc. common equivalent preferred stock,

 

$1.3 billion in Liberty common stock,

 

21% interest in Time Warner Cable Inc., and

 

interests in certain cable television partnerships.


        We do not have any significant contractual funding commitments with respect to any of our investments.

        Refer to Note 5 to our financial statements included in Item 1 for a discussion of our investments.

        Available Borrowings Under Credit Facilities

        We have traditionally maintained significant availability under our lines of credit to meet our short-term liquidity requirements. On January 8, 2004, we refinanced three of our existing revolving credit facilities with a new $4.5 billion, five-year revolving bank credit facility due January 2009. As of March 31, 2004, amounts available under our lines of credit totaled $4.382 billion. Refer to Note 6 to our consolidated financial statements included in Item 1 for further discussion about our new credit facility.

        Financing

        As of March 31, 2004 and December 31, 2003, our debt, including capital lease obligations, was $26.626 billion and $26.996 billion, respectively. The $370 million decrease from December 31, 2003 to March 31, 2004 results principally from the effects of our net debt repayments during the first quarter of 2004. Included in our debt as of March 31, 2004 and December 31, 2003 was current portion of long-term debt of $3.386 billion and $3.161 billion, respectively.

        Excluding the effects of interest rate risk management instruments, 7.7% and 8.2% of our total debt as of March 31, 2004 and December 31, 2003, respectively, was at variable rates.

        We have made, and may from time to time in the future depending on certain factors such as market conditions, make optional repayments on our debt obligations, which may include open market repurchases of our outstanding public notes and debentures.

        Refer to Note 6 to our financial statements included in Item 1 for a discussion of our long-term debt.




Statement of Cash Flows

        Cash and cash equivalents decreased $675 million as of March 31, 2004 from December 31, 2003. The decrease in cash and cash equivalents resulted from cash flows from operating, financing and investing activities, as explained below.

        Net cash provided by operating activities from continuing operations amounted to $774 million for the three months ended March 31, 2004, due principally to our operating income before depreciation and amortization (see “Results of Continuing Operations”), the effects of interest and income tax payments, and changes in operating assets and liabilities as a result of the timing of receipts and disbursements.

        Net cash used in financing activities from continuing operations was $251 million for the three months ended March 31, 2004 and consists primarily of repayments of debt.

        During the three months ended March 31, 2004, we repaid $273 million of our debt, consisting principally of:

 

$260 million of our senior and medium term notes and

 

$13 million of capital leases and other.


        Net cash used in investing activities from continuing operations was $1.198 billion for the three months ended March 31, 2004. During this period, net cash used in investing activities from continuing operations includes capital expenditures of $828 million and additions to intangible assets of $305 million.

28


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes to the information required under this Item from what was disclosed in our 2003 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Our chief executive officer and our co-chief financial officers, after evaluating the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this report, have concluded, based on the evaluation of these controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15, that our disclosure controls and procedures were adequate and designed to ensure that material information relating to us and our consolidated subsidiaries would be made known to them by others within those entities.

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        Refer to Note 9 to our condensed financial statements included in Item 1 of this Quarterly Report on Form 10-Q for a discussion of recent developments related to our legal proceedings.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

        A summary of our repurchases during the quarter under the $1 billion repurchase program authorized by our Board of Directors in December 2003, are as follows:

PURCHASES OF EQUITY SECURITIES

Period Total Number of
Shares Purchased
Average Price
per Share
Total Number of Shares
Purchased as Part of
Publicly
Announced Program
Maximum Dollar Value
Shares that May Yet
Be Purchased
Under the Program
January 1-31, 2004  839,118   $32.78   730,500 $950,030,527  
February 1-29, 2004  1,850   $29.80     $950,030,527  
March 1-31, 2004  4,244   $28.16     $950,030,527  




Total  845,212   $32.75   730,500 $950,030,527  





        The total number of shares purchased includes approximately 115,000 shares received in the administration of employee equity compensation plans.

29


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a);

Exhibits required to be filed by Item 601 of Regulation S-K:


4.1

Credit Agreement dated as of January 8, 2004 among Comcast Corporation, Comcast Cable Communications Holdings, Inc., the Financial Institutions Party Thereto, JP Morgan Chase Bank, as Administrative Agent, and Issuing Lender, Citibank, N.A., as Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche Bank Securities, Inc., as Co-Documentation Agents.


10.1

Insurance Premium Termination Agreement between Comcast Corporation and Ralph J. Roberts, effective January 30, 2004.


10.2

Employment Agreement between Comcast Corporation and Stephen B. Burke, effective January 1, 2004.


31

Certifications of Chief Executive Officer and Co-Chief Financial Officers pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32

Certifications of Chief Executive Officer and Co-Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(b)

Reports on Form 8-K:


               (i) We filed a Current Report on Form 8-K under Items 5 and 7(c) on February 11, 2004 announcing our proposal to merge with the Walt Disney Company.

30


COMCAST CORPORATION AND SUBSIDIARIES
FORM 10-Q
QUARTER ENDED MARCH 31, 2004

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMCAST CORPORATION

 
/s/ Lawrence J. Salva

Lawrence J. Salva
Senior Vice President and Controller
(Principal Accounting Officer)


Date: May 5, 2004







31

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



                                CREDIT AGREEMENT

                                      among

                               COMCAST CORPORATION

                   COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.

                     The Financial Institutions Party Hereto

                              JPMorgan Chase Bank,
                             as Administrative Agent
                                       and
                                 Issuing Lender

                                 CITIBANK, N.A.,
                              as Syndication Agent

                                       and

                             Bank of America, N.A.,
                                Barclays Bank plc
                                       and
                         DEUTSCHE BANK SECURITIES INC.,
                           as Co-Documentation Agents

                           Dated as of January 8, 2004


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


                           J.P. MORGAN SECURITIES INC.
                                       and
                         CITIGROUP GLOBAL MARKETS INC.,
                                       as
                   Joint Lead Arrangers and Joint Bookrunners

                         BANC OF AMERICA SECURITIES LLC,
                                BARCLAYS BANK PLC
                                       and
                         DEUTSCHE BANK SECURITIES INC.,
                                 as Co-Arrangers



<PAGE>

<TABLE>
<CAPTION>

<S>     <C>                                                                                                      <C>

                                TABLE OF CONTENTS

                                                                                                                Page


SECTION 1 DEFINITIONS AND ACCOUNTING TERMS........................................................................1

   1.01        Defined Terms......................................................................................1
   1.02        Use of Certain Terms..............................................................................16
   1.03        Accounting Terms..................................................................................17
   1.04        Rounding..........................................................................................17
   1.05        Exhibits and Schedules............................................................................17
   1.06        References to Agreements and Laws.................................................................17
   1.07        Pro Forma Calculations............................................................................17

SECTION 2 THE COMMITMENTS AND EXTENSIONS OF CREDIT...............................................................18

   2.01        Amount and Terms of Revolving Commitments.........................................................18
   2.02        Procedure for Revolving Loan Borrowings...........................................................19
   2.03        Letters of Credit.................................................................................19
   2.04        Competitive Bid Procedure.........................................................................23
   2.05        Reduction or Termination of Revolving Commitments.................................................25
   2.06        [RESERVED]........................................................................................25
   2.07        [RESERVED]........................................................................................25
   2.08        [RESERVED]........................................................................................25
   2.09        Prepayments.......................................................................................25
   2.10        Documentation of Loans............................................................................26

   2.11        Continuation and Conversion Option................................................................27
   2.12        Interest..........................................................................................27
   2.13        Fees..............................................................................................28
   2.14        Computation of Interest and Fees..................................................................28
   2.15        Making Payments...................................................................................28
   2.16        Funding Sources...................................................................................30

SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY.................................................................30

   3.01        Taxes.............................................................................................30
   3.02        Illegality........................................................................................31
   3.03        Inability to Determine Eurodollar Rates...........................................................31


                                       i



<PAGE>



   3.04        Increased Cost and Reduced Return; Capital Adequacy...............................................31
   3.05        Breakfunding Costs................................................................................32
   3.06        Matters Applicable to all Requests for Compensation...............................................33
   3.07        Survival..........................................................................................33

SECTION 4 CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT...........................................................33

   4.01        Conditions Precedent to Effective Date............................................................33
   4.02        Conditions to all Extensions of Credit............................................................34

SECTION 5 REPRESENTATIONS AND WARRANTIES.........................................................................35

   5.01        Existence and Qualification; Power; Compliance with Laws..........................................35
   5.02        Power; Authorization; Enforceable Obligations.....................................................35
   5.03        No Legal Bar......................................................................................36
   5.04        Financial Statements; No Material Adverse Effect..................................................36
   5.05        Litigation........................................................................................36
   5.06        No Default........................................................................................36
   5.07        Authorizations....................................................................................36
   5.08        Taxes.............................................................................................36
   5.09        Margin Regulations; Investment Company Act; Public Utility Holding Company Act....................37
   5.10        ERISA Compliance..................................................................................37
   5.11        Assets; Liens.....................................................................................37
   5.12        Environmental Compliance..........................................................................37
   5.13        Use of Proceeds...................................................................................37
   5.14        Disclosure........................................................................................38

SECTION 6 AFFIRMATIVE COVENANTS..................................................................................38

   6.01        Financial Statements..............................................................................38
   6.02        Certificates, Notices and Other Information.......................................................39
   6.03        Payment of Taxes..................................................................................39
   6.04        Preservation of Existence.........................................................................39
   6.05        Maintenance of Properties.........................................................................39
   6.06        Maintenance of Insurance..........................................................................39
   6.07        Compliance With Laws..............................................................................40
   6.08        Inspection Rights.................................................................................40


                                       ii


<PAGE>

   6.09        Keeping of Records and Books of Account...........................................................40
   6.10        Compliance with ERISA.............................................................................40
   6.11        Compliance With Agreements........................................................................40
   6.12        Use of Proceeds...................................................................................40
   6.13        Designation of Unrestricted Subsidiaries..........................................................40

SECTION 7 NEGATIVE COVENANTS.....................................................................................41

   7.01        Liens.............................................................................................41
   7.02        Subsidiary Indebtedness...........................................................................42
   7.03        Fundamental Changes...............................................................................42
   7.04        ERISA.............................................................................................43
   7.05        Limitations on Upstreaming........................................................................43
   7.06        Margin Regulations................................................................................43
   7.07        Financial Covenants...............................................................................43

SECTION 8 EVENTS OF DEFAULT AND REMEDIES.........................................................................44

   8.01        Events of Default.................................................................................44
   8.02        Remedies Upon Event of Default....................................................................45

SECTION 9 THE AGENTS.............................................................................................46

   9.01        Appointment.......................................................................................46
   9.02        Delegation of Duties..............................................................................46
   9.03        Exculpatory Provisions............................................................................46
   9.04        Reliance by Administrative Agent..................................................................47
   9.05        Notice of Default.................................................................................47
   9.06        Non-Reliance on Agents and Other Lenders..........................................................47
   9.07        Indemnification...................................................................................48
   9.08        Agent in Its Individual Capacity..................................................................48
   9.09        Successor Administrative Agent....................................................................48
   9.10        Co-Documentation Agents and Syndication Agent.....................................................49

SECTION 10 MISCELLANEOUS.........................................................................................49

   10.01       Amendments; Consents..............................................................................49
   10.02       Requisite Notice; Effectiveness of Signatures and Electronic Mail.................................50
   10.03       Attorney Costs, Expenses and Taxes................................................................51


                                      iii



<PAGE>


   10.04       Binding Effect; Assignment........................................................................51
   10.05       Set-off...........................................................................................53
   10.06       Sharing of Payments...............................................................................53
   10.07       No Waiver; Cumulative Remedies....................................................................54
   10.08       Usury.............................................................................................54
   10.09       Counterparts......................................................................................54
   10.10       Integration.......................................................................................54
   10.11       Nature of Lenders' Obligations....................................................................55
   10.12       Survival of Representations and Warranties........................................................55
   10.13       Indemnity by Co-Borrowers.........................................................................55
   10.14       Nonliability of Lenders...........................................................................55
   10.15       No Third Parties Benefitted.......................................................................56
   10.16       Severability......................................................................................56
   10.17       Confidentiality...................................................................................56
   10.18       Headings..........................................................................................57
   10.19       Time of the Essence...............................................................................57
   10.20       Foreign Lenders...................................................................................57
   10.21       Removal and Replacement of Lenders................................................................58
   10.22       Governing Law; Submission to Jurisdiction; Waivers................................................58
   10.23       Waiver of Right to Trial by Jury..................................................................59

</TABLE>




                                       iv



<PAGE>


EXHIBITS

A        Form of Guarantee Agreement
B        Form of Request for Extension of Credit
C        Form of Compliance Certificate
D        Form of Assignment and Acceptance

SCHEDULES

A        Excluded Indebtedness
2.01     Revolving Commitments




                                       v

<PAGE>


                                CREDIT AGREEMENT

                  This CREDIT AGREEMENT is entered into as of January 8, 2004,
by and among COMCAST CORPORATION, a Pennsylvania corporation ("Borrower"),
COMCAST CABLE COMMUNICATIONS HOLDINGS, INC., a Delaware corporation, as a
Co-Borrower, each lender from time to time party hereto (collectively, "Lenders"
and individually, a "Lender"), JPMorgan Chase Bank, as Administrative Agent and
an Issuing Lender, CITIBANK, N.A., as syndication agent (in such capacity,
"Syndication Agent"), and Bank of America, N.A., Barclays Bank plc and DEUTSCHE
BANK SECURITIES INC., as co-documentation agents (in such capacity,
"Co-Documentation Agents").

                                     RECITAL

                  Borrower has requested that Lenders and Issuing Lender provide
a revolving line of credit, and Lenders, Issuing Lender and Administrative Agent
are willing to do so on the terms and conditions set forth herein.

                  In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

SECTION 1

                        DEFINITIONS AND ACCOUNTING TERMS

                  1.01 Defined Terms. As used in this Agreement, the following
terms shall have the meanings set forth below:

                  "Acquisition" means (a) any purchase or other acquisition of
assets or series of related purchases or other acquisitions of assets by
Borrower or any Restricted Subsidiary (including by way of asset or stock
purchase, swap or merger) other than from Borrower or any Restricted Subsidiary
or (b) the designation by Borrower of an Unrestricted Subsidiary as a Restricted
Subsidiary.

                  "Administrative Agent" means JPMorgan Chase Bank, in its
capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent permitted under the Loan Documents.

                  "Administrative Agent's Office" means Administrative Agent's
address and, as appropriate, account set forth below its signature to this
Agreement, or such other address or account as Administrative Agent hereafter
may designate by written notice to Borrower and Lenders.

                  "Administrative Agent-Related Persons" means Administrative
Agent (including any successor agent), together with its Affiliates and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

                  "Administrative Questionnaire" means, with respect to each
Lender, an administrative questionnaire in the form prepared by Administrative
Agent and submitted to Administrative Agent (with a copy to Borrower) duly
completed by such Lender.

                  "Affiliate" means, as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by, or is under direct
or indirect common control with, such Person.




<PAGE>
                                       2



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

                  "Aggregate Exposure" means, with respect to any Lender at any
time, an amount equal to the amount of such Lender's Revolving Commitment then
in effect or, if the Revolving Commitments have been terminated, the amount of
such Lender's Outstanding Revolving Obligations.

                  "Aggregate Exposure Percentage" means, with respect to any
Lender at any time, the ratio (expressed as a percentage) of such Lender's
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such
time.

                  "Agreement" means this Credit Agreement, as amended, restated,
extended, supplemented or otherwise modified in writing from time to time.

                  "Annualized EBITDA" means, at any date of determination,
EBITDA for the two fiscal quarter periods then most recently ended times two
(2).

                  "Annualized Interest Expense" means, at any date of
determination, Interest Expense for the two fiscal quarter periods then most
recently ended times two (2).

                  "Applicable Amount" means the rate per annum, in basis points,
set forth under the relevant column heading below based upon the applicable Debt
Ratings:


<TABLE>
<CAPTION>

<S>  <C>                 <C>              <C>                   <C>                <C>                         <C> 

  Pricing        Debt Ratings           Commitment                           Eurodollar Rate/
   Level          S&P/Moody's              Fee              Base Rate        Letters of Credit      Utilization Fee (>50.0%)
 --------       -------------           -----------        ----------        -----------------      ------------------------

     1               =A/A2                8.0                   0                  25.0                        10.0
     2               A-/A3               10.0                   0                  37.5                        10.0
     3             BBB+/Baa1             12.5                   0                  50.0                        12.5
     4             BBB/Baa2              15.0                   0                  62.5                        25.0
     5             BBB-/Baa3             18.0                   0                  87.5                        25.0
     6           < BBB-/Baa3 or
                    unrated              25.0                 25.0                125.0                        25.0

</TABLE>



                  As used in this definition, "Debt Rating" means, as of any
date of determination, the rating as determined by either S&P or Moody's
(collectively, the "Debt Ratings") of Borrower's senior unsecured
non-credit-enhanced long-term Indebtedness for borrowed money; provided that,
solely for purposes of determining the Applicable Amount, if a Debt Rating is
issued by each of S&P and Moody's, then the higher of such Debt Ratings shall
apply (with Pricing Level 1 being the highest and Pricing Level 6 being the
lowest), unless there is a split in Debt Ratings of more than one level, in
which case the level that is one level higher than the lower Debt Rating shall
apply. Initially, the Debt Ratings shall be determined from the certificate
delivered pursuant to Section 4.01(a)(iv). Thereafter, the Debt Ratings shall be
determined from the most recent public announcement of any changes in the Debt
Ratings. Any change in the Applicable Amount shall become effective on and as of
the date of any public announcement of any Debt Rating that indicates a
different Applicable Amount. If the rating system of S&P or Moody's shall
change, Borrower and Administrative Agent shall negotiate in good faith to amend
this definition to reflect such changed rating system and, pending the
effectiveness of such amendment 



<PAGE>
                                       3



(which shall require the approval of Required Lenders), the Debt Rating shall be
determined by reference to the rating most recently in effect prior to such
change.

                  "Applicable Payment Date" means, (a) as to any Eurodollar Rate
Loan, the last day of the relevant Interest Period, any date that such Loan is
prepaid or Converted in whole or in part and the maturity date of such Loan;
provided, however, that if any Interest Period for a Eurodollar Rate Loan
exceeds three months, interest shall also be paid on the Business Day which
falls every three months after the beginning of such Interest Period; (b) with
respect to any Fixed Rate Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate
Borrowing with an Interest Period of more than 90 days' duration (unless
otherwise specified in the applicable Competitive Bid Request), each day prior
to the last day of such Interest Period that occurs at intervals of 90 days'
duration after the first day of such Interest Period, and any other dates that
are specified in the applicable Competitive Bid Request as Applicable Payment
Dates with respect to such Borrowing; and (c) as to any other Obligations, the
last Business Day of each calendar quarter and the maturity date of such
Obligation, except as otherwise provided herein.

                  "Applicable Time" means New York time.

                  "Asset Monetization Transactions" has the meaning set forth in
the definition of Consolidated Total Indebtedness.

                  "Assignment and Acceptance" means an Assignment and Acceptance
substantially in the form of Exhibit D.

                  "Attorney Costs" means the reasonable fees and disbursements
of a law firm or other external counsel.

                  "Attributable Indebtedness" means, with respect to any
Sale-Leaseback Transaction, the present value (discounted at the rate set forth
or implicit in the terms of the lease included in such Sale-Leaseback
Transaction) of the total obligations of the lessee for rental payments (other
than amounts required to be paid on account of taxes, maintenance, repairs,
insurance, assessments, utilities, operating and labor costs and other items
that do not constitute payments for property rights) during the remaining term
of the lease included in such Sale-Leaseback Transaction (including any period
for which such lease has been extended). In the case of any lease that is
terminable by the lessee upon payment of a penalty, the Attributable
Indebtedness shall be the lesser of the Attributable Indebtedness determined
assuming termination on the first date such lease may be terminated (in which
case the Attributable Indebtedness shall also include the amount of the penalty,
but no rent shall be considered as required to be paid under such lease
subsequent to the first date on which it may be so terminated) or the
Attributable Indebtedness determined assuming no such termination.

                  "Base Rate" means for any day a fluctuating rate per annum
equal to the higher of (a) the Federal Funds Rate in effect for such day plus
1/2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by JPMorgan Chase as its "prime rate" in effect at
its principal office in New York City (the Prime Rate not being intended to be
the lowest rate of interest charged by JPMorgan Chase in connection with
extensions of credit to debtors). Any change in such rate announced by JPMorgan
Chase shall take effect at the opening of business on the day specified in the
public announcement of such change.

                  "Base Rate Loan" means a Loan made hereunder that bears
interest based upon the Base Rate.



<PAGE>
                                       4



                  "BLR Group" means Brian L. Roberts ("BLR"), a lineal
descendant of BLR, the estate of BLR, any trust of which the principal
beneficiaries are any one or more of BLR and his lineal descendants and any
group (within the meaning of the Securities Exchange Act of 1934 and the rules
of the Securities and Exchange Commission thereunder as in effect on the date
hereof) of which any of the foregoing is a member.

                   "Borrower" has the meaning set forth in the introductory
paragraph hereto.

                  "Borrowing" and "Borrow" each mean a borrowing of Loans
hereunder.

                  "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks in New York, New York are authorized or
required by law to close, and, if the applicable Business Day relates to a
Eurodollar Rate Loan, any such day on which dealings are carried out in the
applicable offshore Dollar market.

                  "Cable Subsidiary" means a Subsidiary of Borrower (a) that
operates cable assets or (b) whose sole purpose is to directly or indirectly own
or hold an investment in another Person that operates cable assets.

                  "CCCHI" means Comcast Cable Communications Holdings, Inc.
(formerly known as AT&T Broadband Corp.).

                  "Change of Control" means the occurrence of any of the
following: (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange
Commission thereunder, as in effect on the date hereof), other than the BLR
Group, of Equity Interests representing more than the greater of (i) 35% and
(ii) the percentage owned, directly or indirectly, beneficially or of record, by
the BLR Group, of the aggregate ordinary voting power represented by the issued
and outstanding Equity Interests of Borrower; (b) the occupation of a majority
of the seats (other than vacant seats) on the board of directors of Borrower by
Persons who were neither (i) nominated by the board of directors of Borrower (or
by the Nominating Committee of such board) nor (ii) appointed by directors so
nominated; or (c) the acquisition of direct or indirect Control of Borrower by
any Person or group, other than the BLR Group. As used in this definition,
"Control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.

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

                  "Co-Borrower" means each of Borrower and CCCHI.

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

                  "Competitive Bid" means an offer by a Lender to make a
Competitive Loan in accordance with Section 2.04.

                  "Competitive Bid Rate" means, with respect to any Competitive
Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender making
such Competitive Bid.

                  "Competitive Bid Request" means a request by a Co-Borrower for
Competitive Bids in accordance with Section 2.04.



<PAGE>
                                       5



                  "Competitive Borrowing" means a Competitive Loan or group of
Competitive Loans of the same type made on the same date and as to which a
single Interest Period is in effect.

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

                  "Compliance Certificate" means a certificate substantially in
the form of Exhibit C, properly completed and signed by a Responsible Officer of
Borrower.

                  "Consolidated Total Indebtedness" means, as of any date of
determination, the total Indebtedness of Borrower and its Restricted
Subsidiaries, determined on a consolidated basis in accordance with GAAP, but
excluding (i) Indebtedness of Borrower and its Restricted Subsidiaries arising
from (A) the asset monetization transactions set forth on Schedule A and any
extensions, renewals or replacements thereof and (B) any asset monetization
transactions which are recourse only to the assets so monetized and are done on
substantially similar terms to the asset monetization transactions set forth on
Schedule A (collectively, "Asset Monetization Transactions") and (ii) the net
remaining excess of the fair value over the recorded value of the Indebtedness
of CCCHI and its Subsidiaries as of November 18, 2002.

                  "Continuation" and "Continue" mean, with respect to any
Eurodollar Rate Loan, the continuation of such Eurodollar Rate Loan as a
Eurodollar Rate Loan on the last day of the Interest Period for such Loan.

                  "Contractual Obligation" means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or undertaking to which such Person is a party or by which it or any of its
property is bound.

                  "Conversion" and "Convert" mean, with respect to any Loan, the
conversion of such Loan from or into another type of Loan.

                  "Debtor Relief Laws" means the Bankruptcy Code of the United
States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief Laws of the
United States of America or other applicable jurisdictions from time to time in
effect affecting the rights of creditors generally.

                  "Debt Rating" has the meaning set forth in the definition of
Applicable Amount.

                  "Default" means any event that, with the giving of any notice,
the passage of time, or both, would be an Event of Default.

                  "Default Rate" means an interest rate equal (i) in the case of
overdue principal of any Loan, 2% per annum plus the rate otherwise applicable
to such Loan as provided in Section 2.12(a) or (ii) in the case of any other
amount, 2% per annum plus the rate applicable to Base Rate Loans, in each case
to the fullest extent permitted by applicable Laws

                  "Disposition" means (a) any sale, transfer or other
disposition of assets or series of sales, transfers or other disposition of
assets by Borrower or any Restricted Subsidiary (including by way of asset or
stock sale, swap or merger) other than to Borrower or any Restricted Subsidiary
or (b) the designation by Borrower of a Restricted Subsidiary as an Unrestricted
Subsidiary.

                  "Dollar" and "$" means lawful money of the United States of
America.



<PAGE>
                                       6



                  "EBITDA" means, with respect to any Person or any income
generating assets, for any period, an amount equal to (a) the net income of such
Person or generated by such assets adjusted to exclude (i) gains and losses from
unusual or extraordinary items and (ii) interest income, plus (b) income or
gross receipts taxes (whether or not deferred), Interest Expense, depreciation,
amortization and other non-cash charges to income, in each case for such period,
minus (c) any cash payments made during such period in respect of any non-cash
charges to income accrued during a prior period and added back in determining
EBITDA during such prior period pursuant to clause (b) above, plus (d) any
restructuring and other nonrecurring charges and expenses directly related to
the Transactions incurred prior to June 30, 2004, plus (e) corporate overhead
expenses incurred by Borrower in an aggregate amount not to exceed $100,000,000
for any fiscal year of Borrower.

                  "Effective Date" means the date upon which all the conditions
precedent in Section 4.01 have been satisfied or waived, which date shall be at
least one Business Day after receipt by Administrative Agent of a written notice
from Borrower identifying such date as the anticipated Effective Date (which
written notice Administrative Agent will promptly forward to Lenders).

                  "Environmental Laws" means all Laws relating to environmental,
health, safety and land use matters applicable to any property.

                  "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any
warrants, options or other rights entitling the holder thereof to purchase or
acquire any such equity interest.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 and any regulations issued pursuant thereto, as amended from time to time.

                  "ERISA Affiliate" means any trade or business (whether or not
incorporated) under common control with Borrower within the meaning of Section
414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes
of provisions relating to Section 412 of the Code).

                  "ERISA Event" means (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan (other than an event for which the 30-day notice period is waived); (b) the
existence with respect to any Plan of an "accumulated funding deficiency" (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence by Borrower or any ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or to
appoint a trustee to administer any Plan; (f) the incurrence by Borrower or any
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by any
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from Borrower or any ERISA Affiliate of any notice,
concerning the imposition of withdrawal liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

                  "Eurodollar Base Rate" has the meaning set forth in the
definition of Eurodollar Rate.

                  "Eurodollar Rate" means for any Interest Period with respect
to any Eurodollar Rate Loan, a rate per annum determined by Administrative Agent
pursuant to the following formula:



<PAGE>
                                       7



 Eurodollar Rate =                 Eurodollar Base Rate
                    ----------------------------------------------------
                         1.00 - Eurodollar Reserve Percentage

                                    Where,

                  "Eurodollar Base Rate" means, for such Interest Period:

(a)      The rate per annum equal to the rate determined by Administrative Agent
         to be the offered rate that appears on the page of the Telerate screen
         that displays an average British Bankers Association Interest
         Settlement Rate for deposits in Dollars (for delivery on the first day
         of such Interest Period) with a term equivalent to such Interest
         Period, determined as of approximately 11:00 a.m. (London time) two
         Business Days prior to the first day of such Interest Period, or

(b)      In the event the rate referenced in the preceding subsection (a) does
         not appear on such page or service or such page or service shall cease
         to be available, the rate per annum equal to the rate reasonably
         determined by Administrative Agent (after consultation with Borrower)
         to be the offered rate on such other page or other service that
         displays an average British Bankers Association Interest Settlement
         Rate for deposits in Dollars (for delivery on the first day of such
         Interest Period) with a term equivalent to such Interest Period,
         determined as of approximately 11:00 a.m. (London time) two Business
         Days prior to the first day of such Interest Period, or

(c)      In the event the rates referenced in the preceding subsections (a) and
         (b) are not available, the rate per annum determined by Administrative
         Agent as the average of the rates of interest (rounded upward to the
         next 1/100th of 1%) at which deposits in Dollars for delivery on the
         first day of such Interest Period in same day funds in the approximate
         amount of the Eurodollar Rate Loan being made, Continued or Converted
         by Administrative Agent in its capacity as a Lender and with a term
         equivalent to such Interest Period are offered by Reference Banks to
         major banks in the London interbank Dollar market at their request at
         approximately 11:00 a.m. (London time) two Business Days prior to the
         first day of such Interest Period. If any Reference Bank does not quote
         such a rate at the request of Administrative Agent, such average rate
         shall be determined from the rates of the Reference Banks that quote
         such a rate; and

                  "Eurodollar Reserve Percentage" means, for any day during any
         Interest Period, the reserve percentage (expressed as a decimal,
         rounded upward to the next 1/100th of 1%) in effect on such day,
         whether or not applicable to any Lender, under regulations issued from
         time to time by the Board of Governors of the Federal Reserve System
         for determining the maximum reserve requirement (including any
         emergency, supplemental or other marginal reserve requirement) for a
         member bank of the Federal Reserve System in respect of "Eurocurrency
         liabilities" (or in respect of any other category of liabilities, which
         includes deposits by reference to which the interest rate on Eurodollar
         Rate Loans is determined or any category of extensions of credit or
         other assets which includes loans by a non- United States office of any
         Lender to United States residents). The Eurodollar Rate for each
         outstanding Eurodollar Rate Loan shall be adjusted automatically as of
         the effective date of any change in the Eurodollar Reserve Percentage.

                  The determination of the Eurodollar Reserve Percentage and the
         Eurodollar Base Rate by Administrative Agent shall be conclusive in the
         absence of manifest error.

                  "Eurodollar Rate Loan" means a Loan bearing interest based on
the Eurodollar Rate.



<PAGE>
                                       8



                  "Eurodollar Reserve Percentage" has the meaning set forth in
the definition of Eurodollar Rate.

                  "Event of Default" means any of the events specified in
Section 8.

                   "Existing Letters of Credit" means the letters of credit
identified by Borrower to Administrative Agent that have been issued prior to
the Effective Date by Lenders and that are outstanding on the Effective Date in
an aggregate amount not to exceed $406,157,743.

                  "Extension of Credit" means (a) a Borrowing, Conversion or
Continuation of Loans and (b) a Letter of Credit Action whereby a new Letter of
Credit is issued or which has the effect of increasing the amount of, extending
the maturity of, or making a material modification to an outstanding Letter of
Credit or the reimbursement of drawings thereunder (collectively, the
"Extensions of Credit").

                  "Federal Funds Rate" means, for any day, the rate per annum
(rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided that (a) if such day is not a Business Day, the Federal Funds Rate
for such day shall be such rate on such transactions on the next preceding
Business Day as so published on the next succeeding Business Day, and (b) if no
such rate is so published on such next succeeding Business Day, the Federal
Funds Rate for such day shall be the average rate charged to JPMorgan Chase on
such day on such transactions as determined by Administrative Agent (which
determination shall be conclusive in the absence of manifest error).

                  "Five-Year Agreement" means the Five-Year Revolving Credit
Agreement, dated as of August 24, 2000, amended and restated as of November 18,
2002, among Comcast Cable Communications, Inc., Borrower, the lenders party
thereto, Bank of America, N.A., as administrative agent, J.P. Morgan Securities
Inc., as syndication agent, and Citibank, N.A. and The Bank of New York, as
co-documentation agents.

                  "Fixed Rate" means, with respect to any Competitive Loan
(other than a Competitive Loan that is a Eurodollar Rate Loan), the fixed rate
of interest per annum specified by the Lender making such Competitive Loan in
its related Competitive Bid.

                  "Fixed Rate Loan" means a Competitive Loan bearing interest at
a Fixed Rate.

                  "GAAP" means generally accepted accounting principles applied
on a consistent basis (but subject to changes approved by Borrower's independent
certified public accountants).

                  "Governmental Authority" means (a) any international, foreign,
federal, state, county or municipal government, or political subdivision
thereof, (b) any governmental or quasi-governmental agency, authority, board,
bureau, commission, department, instrumentality, central bank or public body,
including the Federal Communications Commission, (c) any state public utilities
commission or other authority and any federal, state, county, or municipal
licensing or franchising authority or (d) any court or administrative tribunal.

                  "Guarantee Agreement" means the Guarantee Agreement to be
executed and delivered by each Guarantor, substantially in the form of Exhibit
A.




<PAGE>
                                       9


                  "Guarantors" means Comcast Cable Communications, Inc., Comcast
MO of Delaware, Inc., Comcast MO Group, Inc., Comcast Cable Holdings, LLC,
CCCHI, Borrower and each Restricted Subsidiary that becomes a party to the
Guarantee Agreement pursuant to Section 7.02(c).

                  "Guaranty Obligation" means, as to any Person, any (a)
guaranty by such Person of Indebtedness of any other Person or (b) legally
binding obligation of such Person to purchase or pay (or to advance or supply
funds for the purchase or payment of) Indebtedness of any other Person, or to
purchase property, securities, or services for the purpose of assuring the owner
of such Indebtedness of the payment of such Indebtedness or to maintain working
capital, equity capital or other financial statement condition of such other
Person so as to enable such other Person to pay such Indebtedness; provided,
however, that the term Guaranty Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guaranty Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, covered by such Guaranty Obligation or, if not stated or determinable,
the maximum reasonably anticipated liability in respect thereof as determined by
the Person in good faith.

                  "Indebtedness" means, as to any Person, without duplication,
(a) all obligations of such Person for borrowed money, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, (c)
all obligations of such Person under conditional sale or other title retention
agreements relating to property or assets purchased by such Person, (d) all
obligations of such Person issued or assumed as the deferred purchase price of
property or services, (e) all Indebtedness of others secured by any Lien on
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed, (f) all Guaranty Obligations of such Person
with respect to Indebtedness of others, (g) all capital lease obligations of
such Person, (h) all Attributable Indebtedness under Sale-Leaseback Transactions
under which such Person is the lessee and (i) all obligations of such Person as
an account party in respect of outstanding letters of credit (whether or not
drawn) and bankers' acceptances; provided, however, that Indebtedness shall not
include (i) trade accounts payable arising in the ordinary course of business
and (ii) deferred compensation; provided, further, that in the case of any
obligation of such Person which is recourse only to certain assets of such
Person, the amount of such Indebtedness shall be deemed to be equal to the
lesser of the amount of such Indebtedness or the value of the assets to which
such obligation is recourse as reflected on the balance sheet of such Person at
the time of the incurrence of such obligation; and provided, further, that the
amount of any Indebtedness described in clause (e) above shall be the lesser of
the amount of the Indebtedness or the fair market value of the property securing
such Indebtedness.

                  "Indemnified Liabilities" has the meaning set forth in Section
10.13.

                  "Indemnitees" has the meaning set forth in Section 10.13.

                  "Interest Coverage Ratio" means, at any date of determination,
for Borrower and its Restricted Subsidiaries, on a consolidated basis, the ratio
of (a) Annualized EBITDA to (b) Annualized Interest Expense.

                  "Interest Expense" means, with respect to any Person or any
income generating assets, for any period, an amount equal to, without
duplication, (a) all interest on Indebtedness (other than Indebtedness arising
from Asset Monetization Transactions) of such Person or properly allocable to
such assets, and commitment and facility fees in respect thereof, accrued
(whether or not actually paid) during such period, (b) plus the net amount
accrued (whether or not actually paid) by such Person or properly allocable to
such assets pursuant to any interest rate protection agreement during such
period (or minus the net amount receivable (whether or not actually received) by
such Person or properly allocable to such assets during such period), (c) minus
the amortization of deferred financing fees recorded during such


<PAGE>
                                       10



period, (d) minus the amortization of any discount or plus the amortization of
any premium (determined as the difference between the present value and the face
amount of the subject Indebtedness) recorded during such period, and (e) minus
the amortization or plus the accretion recorded during such period of the
adjustment of the long-term Indebtedness of CCCHI and its Subsidiaries to its
fair value as of November 18, 2002.

                  "Interest Period" means (a) for each Eurodollar Rate Loan, (i)
initially, the period commencing on the date such Eurodollar Rate Loan is
disbursed or Continued as, or Converted into, such Eurodollar Rate Loan and (ii)
thereafter, the period commencing on the last day of the preceding Interest
Period, and ending, in each case, on the earlier of (A) the scheduled maturity
date of such Loan, or (B) one, two, three, six, or subject to availability to
each Lender, nine or 12 months or periods less than one month, thereafter and
(b) with respect to any Fixed Rate Borrowing, the period (which shall not be
less than seven days or more than 360 days) commencing on the date of such
Borrowing and ending on the date specified in the applicable Competitive Bid
Request; provided that:

(i)      Any Interest Period that would otherwise end on a day that is not a
         Business Day shall be extended to the next succeeding Business Day
         unless such Business Day falls in another calendar month, in which case
         such Interest Period shall end on the next preceding Business Day;

(ii)     Any Interest Period which begins on the last Business Day of a calendar
         month (or on a day for which there is no numerically corresponding day
         in the calendar month at the end of such Interest Period) shall end on
         the last Business Day of the calendar month at the end of such Interest
         Period; and

(iii)    Unless Administrative Agent otherwise consents, there may not be more
         than ten (10) Interest Periods for Eurodollar Rate Loans in effect at
         any time.

                  "IRS" means the United States Internal Revenue Service.

                  "Issuing Lender" means each of JPMorgan Chase and any other
Lender that may agree with Borrower to issue Letters of Credit hereunder, or any
successor issuing lender hereunder, and, with respect to each Existing Letter of
Credit, the Lender which is the issuer thereof (but only so long as such
Existing Letter of Credit is outstanding). Any Lender that becomes an Issuing
Lender after the Effective Date agrees to give Administrative Agent prompt
notice thereof.

                  "JPMorgan Chase" means JPMorgan Chase Bank.

                  "Laws" or "Law" means all international, foreign, federal,
state and local statutes, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including, if consistent
therewith, the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration
thereof.

                  "Lender" means each lender from time to time party hereto and,
as the context requires, each Issuing Lender, and, subject to the terms and
conditions of this Agreement, their respective successors and assigns (but not
any purchaser of a participation hereunder unless otherwise a party to this
Agreement).

                  "Lending Office" means, as to any Lender, the office or
offices of such Lender described as such on its Administrative Questionnaire, or
such other office or offices as such Lender may from time to time notify
Administrative Agent and Borrower.



<PAGE>
                                       11



                  "Letter of Credit" means any letter of credit issued or deemed
to be issued hereunder, including the Existing Letters of Credit.

                  "Letter of Credit Action" means the issuance, supplement,
amendment, renewal, extension, modification or other action relating to a Letter
of Credit hereunder.

                  "Letter of Credit Application" means an application for a
Letter of Credit Action from time to time in use by an Issuing Lender.

                  "Letter of Credit Cash Collateral Account" means a blocked
deposit account at JPMorgan Chase in which the Co-Borrowers hereby grant a
security interest to Administrative Agent as security for Letter of Credit Usage
and with respect to which the Co-Borrowers agree to execute and deliver from
time to time such documentation as Administrative Agent may reasonably request
to further assure and confirm such security interest.

                  "Letter of Credit Expiration Date" means the date that is five
Business Days prior to the Revolving Termination Date.

                  "Letter of Credit Sublimit" means, at any date of
determination, an amount equal to the lesser of (a) the combined Revolving
Commitments minus the aggregate amount of all outstanding Revolving Loans and
(b) $750,000,000.

                  "Letter of Credit Usage" means, as of any date of
determination, the aggregate undrawn face or available amount of outstanding
Letters of Credit plus the aggregate amount of all drawings under the Letters of
Credit not reimbursed by the Co-Borrowers or converted into Revolving Loans.

                  "Leverage Ratio" means, at any date of determination, the
ratio of (a) Consolidated Total Indebtedness as of such date to (b) Annualized
EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis.

                  "Lien" means any mortgage, pledge, hypothecation, assignment,
deposit arrangement (in the nature of compensating balances, cash collateral
accounts or security interests), encumbrance, lien (statutory or other), charge,
or preference, priority or other security interest (including any conditional
sale or other title retention agreement, any financing lease or Sale-Leaseback
Transaction having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable Laws of any jurisdiction), including the interest
of a purchaser of accounts receivable; provided that Liens shall not include
ordinary and customary contractual set off rights.
                   "Loan" means any advance made by any Lender to a Co-Borrower
as provided in Section 2 (collectively, the "Loans").

                  "Loan Documents" means this Agreement, the Guarantee
Agreement, each Note, each Letter of Credit Application, each Request for
Extension of Credit, each Compliance Certificate, each fee letter and each other
instrument or agreement from time to time delivered by any Loan Party pursuant
to this Agreement.

                  "Loan Parties" means Borrower and each of its Subsidiaries
that is a party to a Loan Document.



<PAGE>
                                       12



                  "Margin" means, with respect to any Competitive Loan bearing
interest at a rate based on the Eurodollar Rate, the marginal rate of interest,
if any, to be added to or subtracted from the Eurodollar Rate to determine the
rate of interest applicable to such Loan, as specified by the Lender making such
Loan in its related Competitive Bid.

                  "Material Acquisition" means any Acquisition (the "Subject
Acquisition") (i) made at a time when the Leverage Ratio is in excess of 4.5 to
1.0 or (ii) that has an Annualized Acquisition Cash Flow Value (as defined
below) for the period ended on the last day of the fiscal quarter most recently
ended that is greater than five percent (5%) of the Annualized EBITDA of
Borrower and its Restricted Subsidiaries, on a consolidated basis, for the same
period. The "Annualized Acquisition Cash Flow Value" is an amount equal to (a)
the Annualized EBITDA of the assets comprising the Subject Acquisition less (b)
the Annualized EBITDA of any assets disposed of by Borrower or any Restricted
Subsidiary (other than to Borrower or any Restricted Subsidiary) in connection
with the Subject Acquisition.

                  "Material Adverse Effect" means any set of circumstances or
events which (a) has or would reasonably be expected to have a material adverse
effect upon the validity or enforceability against Borrower or any Guarantor of
any Loan Document or (b) has had or would reasonably be expected to have a
material adverse effect on the business, financial condition, assets or results
of operation of Borrower and its Restricted Subsidiaries taken as a whole.

                  "Material Disposition" means any Disposition (the "Subject
Disposition") (i) made at a time when the Leverage Ratio is in excess of 4.5 to
1.0 or (ii) that has an Annualized Disposition Cash Flow Value (as defined
below), for the period ended on the last day of the fiscal quarter most recently
ended that is greater than five percent (5%) of the Annualized EBITDA of
Borrower and its Restricted Subsidiaries, on a consolidated basis, for the same
period. The "Annualized Disposition Cash Flow Value" is an amount equal to (a)
the Annualized EBITDA of the assets comprising the Subject Disposition less (b)
the Annualized EBITDA of any assets acquired by Borrower or any Restricted
Subsidiary (other than from Borrower or any Restricted Subsidiary) in connection
with the Subject Disposition.

                  "May 2003 Agreement" means the Credit Agreement, dated as of
May 5, 2003, among Borrower, CCCHI, JPMorgan Chase Bank, as administrative
agent, Bank of America, N.A., as syndication agent, Barclays Bank PLC, Citibank,
N.A. and Deutsche Bank Securities Inc., as co-documentation agents, and the
lenders party thereto.

                  "Merger Agreement" means that certain Agreement and Plan of
Merger dated as of December 19, 2001 by and among Borrower, Comcast Holdings
Corporation, AT&T Corp., CCCHI and other related parties, as amended.

                  "Minimum Amount" means, with respect to each of the following
actions, the minimum amount and any multiples in excess thereof set forth
opposite such action:




<PAGE>
                                       13

<TABLE>
<CAPTION>

<S>                                                  <C>                                    <C>          


            Type of Action                          Minimum Amount                   Multiples in excess thereof
-----------------------------------                 --------------                   ---------------------------
Borrowing or prepayment of, or
  Conversion into, Base Rate Loans                   $  10,000,000                          $   1,000,000
Borrowing, prepayment or
  Continuation of, or Conversion
  into, Eurodollar Rate Loans                        $  10,000,000                          $   1,000,000
Borrowing of Competitive Loans                       $  10,000,000                          $   1,000,000
Letter of Credit Action                              $       5,000                                   None
Reduction in Revolving Commitments                   $  25,000,000                          $   5,000,000
Assignments                                          $   5,000,000                                   None

</TABLE>



                  "Moody's" means Moody's Investors Service, Inc., or its
successor, or if it is dissolved or liquidated or no longer performs the
functions of a securities rating agency, such other nationally recognized
securities rating agency agreed upon by Borrower and Administrative Agent and
approved by Required Lenders.

                  "Multiemployer Plan" means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA.

                  "Notes" means the collective reference to any promissory note
evidencing Loans.

                  "Obligations" means all advances to, and debts, liabilities,
and obligations of, the Co-Borrowers arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement of any proceeding under
any Debtor Relief Laws by or against a Co-Borrower.

                  "Outstanding Revolving Obligations" means, as of any date, and
giving effect to making any Extension of Credit requested on such date and all
payments, repayments and prepayments made on such date, (a) when reference is
made to all Lenders, the sum of (i) the aggregate outstanding principal amount
of all Revolving Loans and (ii) all Letter of Credit Usage, and (b) when
reference is made to one Lender, the sum of (i) the aggregate outstanding
principal amount of all Revolving Loans made by such Lender and (ii) such
Lender's ratable participation in all Letter of Credit Usage.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto established under ERISA.

                  "Permanent Facilities Agreement" means the Credit Agreement,
dated as of April 26, 2002, among Borrower, CCCHI, the lenders party thereto,
JPMorgan Chase, as administrative agent, Citibank, N.A., as syndication agent,
and Bank of America, N.A., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Morgan Stanley Senior Funding, Inc., as co-documentation
agents.

                  "Person" means any individual, trustee, corporation, general
partnership, limited partnership, limited liability company, joint stock
company, trust, unincorporated organization, bank, business association, firm,
joint venture or Governmental Authority.

                  "Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by Borrower or any
ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has
an obligation to contribute, or in the case of a multiple employer plan (as
described in Section 4064(a) of ERISA) has made contributions at any time during
the immediately preceding five plan years.

                  "Reference Banks" means JPMorgan Chase and Citibank, N.A.



<PAGE>
                                       14



                  "Reference Statements" means the financial statements
described in Section 4.01(d).

                  "Refinancing" has the meaning set forth in Section 4.01(c).

                  "Register" has the meaning set forth in Section 2.10(b).

                  "Request for Extension of Credit" means, unless otherwise
specified herein, (a) with respect to a Borrowing, Conversion or Continuation of
Loans (other than Competitive Loans), a written request substantially in the
form of Exhibit B, (b) with respect to a Letter of Credit Action, a Letter of
Credit Application, duly completed and signed by a Responsible Officer of the
relevant Co-Borrower and delivered by Requisite Notice and (c) with respect to a
Borrowing of Competitive Loans, a Competitive Bid Request, duly completed and
signed by a Responsible Officer of the relevant Co-Borrower and delivered by
Requisite Notice.

                  "Required Lenders" means, as of any date of determination,
Lenders (excluding any Lender that has failed to fund hereunder when the
applicable conditions precedent to such funding have been satisfied or waived in
accordance herewith, until such failure has been cured) holding more than 50%
of: (a) the combined Revolving Commitments (excluding the Revolving Commitment
of any Lender that has failed to fund hereunder when the applicable conditions
precedent to such funding have been satisfied or waived in accordance herewith,
until such failure has been cured) then in effect and (b) if the Revolving
Commitments have then been terminated and there are Outstanding Revolving
Obligations, the Outstanding Revolving Obligations.

                  "Requisite Notice" means a notice delivered in accordance with
Section 10.02.

                  "Requisite Time" means, with respect to any of the actions
listed below, the time and date set forth below opposite such action:


<TABLE>
<CAPTION>

<S>                                                   <C>                                                      

            Type of Action                          Applicable Time                    Date of Action
--------------------------------------              ---------------                    ---------------
Delivery of Request for Extension of 
Credit for, or notice for:
o        Borrowing or prepayment of                   11:00 a.m.                Same Business Day as such Loans
    Base Rate Loans                                                             Borrowing or prepayment
o        Conversion into Base Rate                    11:00 a.m.                Same Business Day as such Conversion
    Loans
o        Borrowing, prepayment or                     11:00 a.m.                3 Business Days prior to such
    Continuation of, or Conversion                                              Borrowing, prepayment, Continuation
    into, Eurodollar Rate Loans (other                                          or Conversion
    than Competitive Loans)
o        Letter of Credit Action                      11:00 a.m.                2 Business Days prior to such action
                                                                                (or such lesser time as is
                                                                                acceptable to an Issuing Lender)
o        Voluntary reduction in or                    11:00 a.m.                3 Business Days prior to such
    termination of Revolving                                                    reduction or termination
    Commitments
o        Payments by Lenders or                        1:00 p.m.                On the date payment is due
    Co-Borrowers to Administrative
    Agent




<PAGE>
                                       15



            Type of Action                          Applicable Time                    Date of Action
--------------------------------------              ---------------                    ---------------

o        Borrowing of Fixed Rate Loans                11:00 a.m.                1 Business Days prior to such
                                                                                Borrowing
o        Borrowing of Competitive                     11:00 a.m.                4 Business Days prior to such
    Loans that are Eurodollar Rate                                              Borrowing
    Loans

</TABLE>



                  "Responsible Officer" means, as to any Person, the president,
any vice president, the controller, the chief financial officer, the treasurer
or any assistant treasurer of such Person. Any document or certificate hereunder
that is signed by a Responsible Officer of a particular Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate action
on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

                  "Restricted Group" means, collectively, Borrower and the 
Restricted Subsidiaries.

                  "Restricted Subsidiary" means each Subsidiary of Borrower that
is not an Unrestricted Subsidiary.

                  "Revolving Commitment" means, for each Lender, the amount set
forth under the heading "Revolving Commitment" opposite such Lender's name on
Schedule 2.01 or in the Assignment and Acceptance pursuant to which such Lender
became a party to this Agreement, as such amount may be reduced or adjusted from
time to time in accordance with the terms of this Agreement (collectively, the
"combined Revolving Commitments").

                  "Revolving Facility" means the Revolving Commitments and the
Extensions of Credit made thereunder.

                  "Revolving Loans" has the meaning set forth in Section 2.01.

                  "Revolving Percentage" means, as to any Lender at any time,
the percentage which such Lender's Revolving Commitment then constitutes of the
combined Revolving Commitments or, at any time after the Revolving Commitments
shall have expired or terminated, the percentage which the aggregate principal
amount of such Lender's Revolving Loans then outstanding constitutes of the
aggregate principal amount of the Revolving Loans then outstanding.

                  "Revolving Termination Date" means (a) the fifth anniversary
of the Effective Date or (b) such earlier date upon which the combined Revolving
Commitments may be terminated in accordance with the terms of this Agreement.

                  "S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., or its successor, or if it is dissolved or
liquidated or no longer performs the functions of a securities rating agency,
such other nationally recognized securities rating agency agreed upon by
Borrower and Administrative Agent and approved by Required Lenders.

                  "Sale-Leaseback Transaction" means any arrangement whereby
Borrower or any Restricted Subsidiary shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter
acquired, and thereafter rent or lease property that it intends to use for
substantially the same purpose or purposes as the property sold or transferred.



<PAGE>
                                       16



                  "Significant Subsidiary" means any Restricted Subsidiary whose
Annualized EBITDA was greater than 5% of the Annualized EBITDA of Borrower and
its Restricted Subsidiaries, on a consolidated basis, for the period of two
fiscal quarters ended on the last day of the fiscal quarter most recently ended,
or whose assets comprised more than 5% of the total assets of Borrower and its
Restricted Subsidiaries, on a consolidated basis, as of the last day of the
fiscal quarter most recently ended.

                  "Subsidiary" of a Person means a corporation, partnership,
joint venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary voting
power for the election of directors or other governing body (other than
securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, directly or indirectly, through
one or more intermediaries, or both, by such Person. Unless otherwise specified,
all references to a "Subsidiary" or to "Subsidiaries" in this Agreement shall
refer to a Subsidiary or Subsidiaries of Borrower.

                  "Syndication Agent" has the meaning set forth in the
introductory paragraph hereto.

                  "Threshold Amount" means $200,000,000.

                  "to the best knowledge of" means, when modifying a
representation, warranty or other statement of any Person, that the fact or
situation described therein is known by such Person (or, in the case of a Person
other than a natural Person, known by any officer of such Person) making the
representation, warranty or other statement, or, if such Person had exercised
ordinary care in performing his or its required duties, would have been known by
such Person (or, in the case of a Person other than a natural Person, would have
been known by an officer of such Person).

                  "Transactions" means the merger of Comcast Holdings
Corporation and CCCHI into separate, wholly-owned subsidiaries of Borrower that
took place on November 18, 2002 in accordance with the terms of the Merger
Agreement and the other transactions contemplated by the Merger Agreement.

                  "type" of Loan means (a) as to any Revolving Loan, its nature
as a Base Rate Loan or a Eurodollar Rate Loan and (b) as to any Competitive
Loan, its nature as a Eurodollar Rate Loan or a Fixed Rate Loan.

                  "Unfunded Pension Liability" means the excess of a Plan's
accumulated benefit obligations, over the current fair market value of that
Plan's assets, determined in accordance with the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87 for the applicable plan
year.

                  "Unrestricted Subsidiary" means any Subsidiary of Borrower
designated as an "Unrestricted Subsidiary" from time to time in accordance with
Section 6.13. Until so designated, each Subsidiary of Borrower shall be a
Restricted Subsidiary.

                  1.02 Use of Certain Terms.

                  (a) All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto or thereto, unless otherwise defined therein.

                  (b) As used herein, unless the context requires otherwise, the
masculine, feminine and neuter genders and the singular and plural include one
another.



<PAGE>
                                       17



                  (c) The words "herein" and "hereunder" and words of similar
import when used in any Loan Document shall refer to the applicable Loan
Document as a whole and not to any particular provision thereof. The term
"including" is by way of example and not limitation. References herein to a
Section, subsection or clause shall, unless the context otherwise requires,
refer to the appropriate Section, subsection or clause in this Agreement.

                  (d) The term "or" is disjunctive; the term "and" is
conjunctive. The term "shall" is mandatory; the term "may" is permissive.

                  1.03 Accounting Terms. All accounting terms not specifically
or completely defined in this Agreement shall be construed in conformity with,
and all financial data required to be submitted by this Agreement shall be
prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time in the United States; provided, however, that for purposes of
determining compliance with the covenants set forth in Section 7.07, if there
are changes in GAAP after December 31, 2002 that materially affect the
calculation of the covenants in Section 7.07 in such a manner as to be
inconsistent with the intent of this Agreement, Administrative Agent and
Borrower shall negotiate in good faith to determine such adjustments to the
method of calculating compliance with Section 7.07 or related definitions as to
make them consistent with the intent hereof. Promptly upon Borrower and
Administrative Agent reaching such agreement, Administrative Agent shall notify
Lenders of such adjustments, which shall be conclusive unless Required Lenders
object to such adjustments within 30 days of receipt of notice. Each Compliance
Certificate shall be prepared in accordance with this Section 1.03, except for
the exclusion of Unrestricted Subsidiaries from the calculations therein.
Notwithstanding anything to the contrary contained herein, references herein to
"Borrower and its Restricted Subsidiaries on a consolidated basis" shall be
deemed to refer to Borrower and its Restricted Subsidiaries without taking into
account the results or financial position of any Unrestricted Subsidiary and
without taking into account any interest of Borrower or any of its Restricted
Subsidiaries in any Unrestricted Subsidiary.

                  1.04 Rounding. Any financial ratios required to be maintained
by Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed in this
Agreement and rounding the result up or down to the nearest number (with a
round-up if there is no nearest number) to the number of places by which such
ratio is expressed in this Agreement.

                  1.05 Exhibits and Schedules. All exhibits and schedules to
this Agreement, either as originally existing or as the same may from time to
time be supplemented, modified or amended, are incorporated herein by this
reference. A matter disclosed on any Schedule shall be deemed disclosed on all
Schedules.

                  1.06 References to Agreements and Laws. Unless otherwise
expressly provided herein, (a) references to agreements (including the Loan
Documents) and other contractual instruments shall include all amendments,
restatements, extensions, supplements and other modifications thereto (unless
prohibited by any Loan Document), and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law.

                  1.07 Pro Forma Calculations. For the purposes of calculating
Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated
basis, and Annualized Interest Expense of Borrower and its Restricted
Subsidiaries, on a consolidated basis, for any period (a "Test Period"), (i) if
at any time from the period (a "Pro Forma Period") commencing on the first day
of such Test Period and ending on the date which is ten days prior to the date
of delivery of the Compliance Certificate in respect of such Test Period (or, in
the case of any pro forma calculation required to be made pursuant hereto in
respect of the designation of a Restricted Subsidiary as an Unrestricted
Subsidiary that is a Material Disposition or the designation of an Unrestricted
Subsidiary as a Restricted Subsidiary that is a Material


<PAGE>
                                       18



Acquisition, ending on the date such Material Disposition or Material
Acquisition is consummated after giving effect thereto), Borrower or any
Restricted Subsidiary shall have made any Material Disposition, the Annualized
EBITDA for such Test Period shall be reduced by an amount equal to the
Annualized EBITDA (if positive) for such Test Period attributable to the assets
which are the subject of such Material Disposition or increased by an amount
equal to the Annualized EBITDA (if negative) for such Test Period attributable
to such assets, and Annualized Interest Expense for such Test Period shall be
reduced by an amount equal to the Annualized Interest Expense for such Test
Period attributable to any Indebtedness of Borrower or any Restricted Subsidiary
repaid, repurchased, defeased or otherwise discharged in connection with such
Material Disposition (or, if the capital stock of any Restricted Subsidiary is
sold (pursuant to a merger or otherwise), the Annualized Interest Expense for
such Test Period directly attributable to the Indebtedness of such Restricted
Subsidiary to the extent Borrower and its continuing Restricted Subsidiaries are
no longer liable for such Indebtedness after such Material Disposition); (ii) if
during such Pro Forma Period Borrower or any Restricted Subsidiary shall have
made a Material Acquisition, Annualized EBITDA of Borrower and its Restricted
Subsidiaries, on a consolidated basis, and Annualized Interest Expense of
Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test
Period shall be calculated after giving pro forma effect thereto (including the
incurrence or assumption of any Indebtedness in connection therewith) as if such
Material Acquisition (and the incurrence or assumption of any such Indebtedness)
occurred on the first day of such Test Period; and (iii) if during such Pro
Forma Period any Person that subsequently became a Restricted Subsidiary or was
merged with or into Borrower or any Restricted Subsidiary since the beginning of
such Pro Forma Period shall have entered into any Material Disposition or
Material Acquisition that would have required an adjustment pursuant to clause
(i) or (ii) above if made by Borrower or a Restricted Subsidiary during such Pro
Forma Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on
a consolidated basis, and Annualized Interest Expense of Borrower and its
Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be
calculated after giving pro forma effect thereto as if such Material Disposition
or Material Acquisition occurred on the first day of such Test Period. For the
purposes of this section, whenever pro forma effect is to be given to a Material
Disposition or Material Acquisition, the amount of income or earnings related
thereto and the amount of Annualized Interest Expense associated with any
Indebtedness discharged or incurred in connection therewith, the pro forma
calculations shall be determined in good faith by a Responsible Officer of
Borrower. If any Indebtedness bears a floating rate of interest and the
incurrence or assumption thereof is being given pro forma effect, the Annualized
Interest Expense on such Indebtedness shall be calculated as if the rate in
effect on the last day of the relevant Pro Forma Period had been the applicable
rate for the entire relevant Test Period (taking into account any interest rate
protection agreement applicable to such Indebtedness if such interest rate
protection agreement has a remaining term in excess of 12 months). Comparable
adjustments shall be made in connection with any determination of Annualized
EBITDA.

                                   SECTION 2

               THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT

                  2.01 Amount and Terms of Revolving Commitments.

                  (a) Subject to the terms and conditions set forth in this
Agreement, during the period from and including the Effective Date to, but not
including, the Revolving Termination Date, each Lender severally agrees to make,
Convert and Continue revolving credit loans ("Revolving Loans") in Dollars in
such amounts as a Co-Borrower may from time to time request; provided, however,
that (i) the Outstanding Revolving Obligations of each Lender shall not exceed
such Lender's Revolving Commitment at any time, and (ii) the Outstanding
Revolving Obligations of all Lenders plus the


<PAGE>
                                       19



aggregate principal amount of all outstanding Competitive Loans shall not exceed
the combined Revolving Commitments at any time. The Revolving Facility is a
revolving credit and, subject to the foregoing and the other terms and
conditions hereof, each Co-Borrower may borrow, Convert, Continue, prepay and
reborrow Revolving Loans as set forth herein without premium or penalty.

                  (b) Each Co-Borrower shall repay (i) all outstanding Revolving
Loans made to it on the Revolving Termination Date and (ii) the then unpaid
principal amount of each Competitive Loan made to it on the last day of the
Interest Period applicable to such Loan.

                  2.02 Procedure for Revolving Loan Borrowings.

                  (a) Each Co-Borrower may irrevocably request a Borrowing of
Revolving Loans on any Business Day in a Minimum Amount therefor by delivering a
Request for Extension of Credit therefor by Requisite Notice to Administrative
Agent not later than the Requisite Time therefor. All Borrowings shall
constitute Base Rate Loans unless properly and timely otherwise designated as
set forth in the prior sentence. Each Competitive Loan shall be made in
accordance with the procedures set forth in Section 2.04.

                  (b) Following receipt of a Request for Extension of Credit,
Administrative Agent shall promptly notify each Lender by Requisite Notice of
its Revolving Percentage thereof. Each Lender shall make the funds for its
Revolving Loan available to Administrative Agent at Administrative Agent's
Office not later than the Requisite Time therefor on the Business Day specified
in such Request for Extension of Credit. Upon satisfaction of the applicable
conditions set forth in Section 4.02, all funds so received shall be made
available to the requesting Co-Borrower in like funds received.

                  (c) The failure of any Lender to make any Revolving Loan on
any date shall not relieve any other Lender of any obligation to make a
Revolving Loan on such date, but the Revolving Commitments and Competitive Bids
of the Lenders are several and no Lender shall be responsible for the failure of
any other Lender to so make its Revolving Loan.

                  2.03 Letters of Credit.

         (a)      Subject to the terms and conditions set forth in this
                  Agreement, during the period from and including the Effective
                  Date to, but not including the Letter of Credit Expiration
                  Date, each Issuing Lender shall take such Letter of Credit
                  Actions denominated in Dollars as each Co-Borrower may from
                  time to time request; provided, however, that (i) the
                  Outstanding Revolving Obligations of each Lender shall not
                  exceed such Lender's Revolving Commitment at any time, (ii)
                  the Outstanding Revolving Obligations of all Lenders plus the
                  aggregate principal amount of all outstanding Competitive
                  Loans shall not exceed the combined Revolving Commitments at
                  any time and (iii) the Letter of Credit Usage shall not exceed
                  the Letter of Credit Sublimit at any time. By written notice
                  to Administrative Agent prior to the Effective Date, Borrower
                  may request that any Existing Letter of Credit be deemed to be
                  a Letter of Credit issued hereunder, and all Existing Letters
                  of Credit so identified shall be deemed to be Letters of
                  Credit issued hereunder on the Effective Date for the account
                  of each Co-Borrower, and each Co-Borrower hereby assumes the
                  obligations of any other existing obligor(s) to the Issuing
                  Lenders with respect to such Existing Letters of Credit.
                  Subject to subsection (f) below and unless consented to by the
                  applicable Issuing Lender and Administrative Agent, and except
                  for any Existing Letter of Credit which expires more than 12
                  months after the date of its issuance or last renewal, no
                  Letter of Credit may expire more than 12 months after the date
                  of its issuance or last renewal; provided, however, that no
                  Letter of Credit shall expire after the Business Day which is
                  at least five days prior to the Revolving Termination Date. If
                  any Letter of Credit Usage remains outstanding on the
                  Revolving Termination Date,



<PAGE>
                                       20



                  each Co-Borrower shall, on the Revolving Termination Date,
                  deposit cash in an amount equal to the Letter of Credit Usage
                  applicable to it in a Letter of Credit Cash Collateral
                  Account.

         (b)      Each Co-Borrower may irrevocably request a Letter of Credit
                  Action in a Minimum Amount therefor by delivering a Letter of
                  Credit Application therefor to the applicable Issuing Lender,
                  with a copy to Administrative Agent, not later than the
                  Requisite Time therefor. Each Letter of Credit Action shall be
                  in a form acceptable to the applicable Issuing Lender in its
                  sole discretion. Each such request for a Letter of Credit
                  Action shall, if Sections 4.02(b) and (c) are applicable to
                  such Letter of Credit Action, constitute a representation and
                  warranty by the requesting Co-Borrower that the conditions set
                  forth in Sections 4.02(b) and (c) are satisfied. Unless
                  Administrative Agent notifies the applicable Issuing Lender
                  that such Letter of Credit Action is not permitted hereunder,
                  or the applicable Issuing Lender notifies Administrative Agent
                  that it has determined that such Letter of Credit Action is
                  contrary to any Laws or policies of such Issuing Lender, the
                  applicable Issuing Lender shall effect such Letter of Credit
                  Action. This Agreement shall control in the event of any
                  conflict with any Letter of Credit Application. Upon the
                  issuance of a Letter of Credit (or, with respect to the
                  Existing Letters of Credit, on the Effective Date), each
                  applicable Issuing Lender shall be deemed to have sold and
                  transferred to each Lender, and each Lender shall be deemed to
                  have purchased from each applicable Issuing Lender, a
                  participation therein in an amount equal to such Lender's
                  Revolving Percentage times the amount of such Letter of
                  Credit. Each applicable Issuing Lender represents and warrants
                  to each Lender that it has all necessary power and authority
                  to sell and transfer such participation to each Lender,
                  without breach of any Contractual Obligation to any other
                  Person, and that such participation is free and clear of any
                  adverse claim.

         (c)      Each Co-Borrower shall reimburse each Issuing Lender through
                  Administrative Agent for any payment that such Issuing Lender
                  makes under a Letter of Credit requested by such Co-Borrower
                  immediately upon demand by Administrative Agent or such
                  Issuing Lender in Dollars; provided, however, that if the
                  conditions precedent set forth in Section 4.02 can be
                  satisfied, such Co-Borrower may request a Borrowing of Base
                  Rate Loans to reimburse such Issuing Lender for such payment
                  pursuant to Section 2.02 (without regard to the Minimum Amount
                  requirements thereof).

         (d)      Upon any drawing under a Letter of Credit, the applicable
                  Issuing Lender shall notify Administrative Agent and the
                  relevant Co-Borrower. If the relevant Co-Borrower fails to
                  timely make the payment required pursuant to subsection (c)
                  above, such Issuing Lender shall notify Administrative Agent
                  of such fact and the amount of such unreimbursed payment.
                  Administrative Agent shall promptly notify each Lender of its
                  Revolving Percentage of such amount by Requisite Notice. Each
                  Lender shall make funds in an amount equal to its Revolving
                  Percentage of such amount available to Administrative Agent at
                  Administrative Agent's Office not later than the Requisite
                  Time therefor on the Business Day specified by Administrative
                  Agent. Administrative Agent shall remit the funds so received
                  to such Issuing Lender. The obligation of each Lender to so
                  reimburse such Issuing Lender shall be absolute and
                  unconditional and shall not be affected by the occurrence of a
                  Default or Event of Default or any other occurrence or event;
                  provided that such Issuing Lender shall not have a right to be
                  so reimbursed in respect of a Letter of Credit if such Issuing
                  Lender issued such Letter of Credit after being notified by
                  Administrative Agent that such issuance was not permitted
                  hereunder. Any such reimbursement shall not relieve or
                  otherwise impair the obligation of each Co-Borrower to
                  reimburse each Issuing Lender for the amount of any payment
                  made by such Issuing Lender under any Letter of Credit,
                  together with interest as provided herein.

         (e)      If the conditions precedent set forth in Section 4.02 can be
                  satisfied (except for the giving of a Request for Extension of
                  Credit) on any date a Co-Borrower is obligated to, but fails
                  to, reimburse an Issuing Lender for a drawing under a Letter
                  of Credit, the funding by Lenders pursuant to subsection (d)
                  above shall be deemed to be a Borrowing of Base Rate Loans by
                  such Co-Borrower 

<PAGE>
                                       21




                  (without regard to the Minimum Amount therefor). If the
                  conditions precedent set forth in Section 4.02 cannot be
                  satisfied on the date a Co-Borrower is obligated to, but fails
                  to, reimburse an Issuing Lender for a drawing under a Letter
                  of Credit, the funding by Lenders pursuant to the previous
                  subsection shall be deemed to be a funding by each Lender of
                  its participation in such Letter of Credit, and each Lender
                  making such funding shall thereupon acquire a pro rata
                  participation, to the extent of its payment, in the claim of
                  such Issuing Lender against the relevant Co-Borrower in
                  respect of such payment and shall share, in accordance with
                  that pro rata participation, in any payment made by such
                  Co-Borrower with respect to such claim. Any amounts made
                  available by a Lender under its participation shall be payable
                  by the relevant Co-Borrower upon demand of Administrative
                  Agent, and shall bear interest at a rate per annum equal to
                  the Default Rate.

         (f)      Each Co-Borrower may request Letters of Credit that have
                  automatic extension or renewal provisions ("evergreen" Letters
                  of Credit), so long as the applicable Issuing Lender consents
                  thereto and has the right not to permit any such extension or
                  renewal at least annually within a notice period to be agreed
                  upon at the time each such Letter of Credit is issued. Once an
                  evergreen Letter of Credit (including any Existing Letter of
                  Credit) is issued, unless Administrative Agent has notified
                  the applicable Issuing Lender that Required Lenders have
                  elected not to permit such extension or renewal, the
                  requesting Co-Borrower, Administrative Agent and Lenders shall
                  be deemed to have authorized (but may not require) such
                  Issuing Lender to permit the renewal of such evergreen Letter
                  of Credit at any time to a date not later than five Business
                  Days prior to the Revolving Termination Date. Such Issuing
                  Lender may elect not to permit an evergreen Letter of Credit
                  to be extended or renewed at any time. If such Issuing Lender
                  so elects, it will promptly give Administrative Agent notice
                  of such election. Administrative Agent will promptly notify
                  Lenders of the non-extension or non-renewal of any evergreen
                  Letter of Credit.

         (g)      The obligation of each Co-Borrower to pay to each Issuing
                  Lender the amount of any payment made by such Issuing Lender
                  under any Letter of Credit shall be absolute, unconditional,
                  and irrevocable. Without limiting the foregoing, the
                  Co-Borrowers' obligations shall not be affected by any of the
                  following circumstances:

                  (i)      Any lack of validity or enforceability of such Letter
                           of Credit, this Agreement, or any other agreement or
                           instrument relating thereto;

                  (ii)     Any amendment or waiver of or any consent to
                           departure from such Letter of Credit, this Agreement
                           or any other agreement or instrument relating hereto
                           or thereto;

                  (iii)    The existence of any claim, setoff, defense or other
                           rights which a Co-Borrower may have at any time
                           against such Issuing Lender, Administrative Agent or
                           any Lender, any beneficiary of such Letter of Credit
                           (or any persons or entities for whom any such
                           beneficiary may be acting) or any other Person,
                           whether in connection with such Letter of Credit,
                           this Agreement or any other agreement or instrument
                           relating thereto, or any unrelated transactions;

                  (iv)     Any demand, statement or any other document presented
                           under such Letter of Credit proving to be forged,
                           fraudulent, invalid or insufficient in any respect or
                           any statement therein being untrue or inaccurate in
                           any respect whatsoever so long as any such document
                           appeared to comply with the terms of such Letter of
                           Credit;

                  (v)      Any payment by such Issuing Lender in good faith
                           under such Letter of Credit against presentation of a
                           draft or any accompanying document which does not
                           strictly comply with the terms of such Letter of
                           Credit, or any payment made by such 


<PAGE>
                                       22



                           Issuing Lender under such Letter of Credit to any
                           Person purporting to be a trustee in bankruptcy,
                           debtor-in-possession, assignee for the benefit of
                           creditors, liquidation, receiver or other
                           representative of or successor to any beneficiary or
                           any transferee of such Letter of Credit, including
                           any arising in connection with any proceeding under
                           any Debtor Relief Laws;

                  (vi)     Any error in the transmission of any message relating
                           to such Letter of Credit not caused by such Issuing
                           Lender, or any delay or interruption in any such
                           message;

                  (vii)    Any error, neglect or default of any correspondent of
                           such Issuing Lender in connection with such Letter of
                           Credit;

                  (viii)   Any consequence arising from acts of God, wars,
                           insurrections, civil unrest, disturbances, labor
                           disputes, emergency conditions or other causes beyond
                           the control of such Issuing Lender;

                  (ix)     So long as such Issuing Lender in good faith
                           determines that the document appears to comply with
                           the terms of such Letter of Credit, the form,
                           accuracy, genuineness or legal effect of any contract
                           or document referred to in any document submitted to
                           such Issuing Lender in connection with such Letter of
                           Credit; and

                  (x)      Any other circumstances whatsoever where such Issuing
                           Lender has acted in good faith.

                  In addition, the requesting Co-Borrower will promptly examine
a copy of each Letter of Credit and amendments thereto delivered to it and, in
the event of any claim of noncompliance with such Co-Borrower's instructions or
other irregularity, such Co-Borrower will immediately notify the applicable
Issuing Lender in writing. Such Co-Borrower shall be conclusively deemed to have
waived any such claim against such Issuing Lender and its correspondents unless
such notice is given as aforesaid.

(h) Each Lender and each Co-Borrower agree that, in paying any drawing under a
Letter of Credit, no Issuing Lender shall have any responsibility to obtain any
document (other than any sight draft, certificates and documents expressly
required by the Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of the Person executing or
delivering any such document. No Issuing Lender, Administrative Agent-Related
Person or any of the respective correspondents, participants or assignees of any
Issuing Lender shall be liable to any Lender for any action taken or omitted in
connection herewith at the request or with the approval of Lenders or Required
Lenders, as applicable, any action taken or omitted in the absence of gross
negligence or willful misconduct or the due execution, effectiveness, validity
or enforceability of any document or instrument related to any Letter of Credit.
Each Co-Borrower hereby assumes all risks of the acts or omissions of any
beneficiary or transferee relative to any Issuing Lender, any Lender or any
Administrative Agent-Related Person with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude such Co-Borrower's pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement.
No Issuing Lender, Administrative Agent-Related Person or any of the respective
correspondents, participants or assignees of any Issuing Lender shall be liable
or responsible for any of the matters described in subsection (g) above in the
absence of such Person's gross negligence or willful misconduct. In furtherance
and not in limitation of the foregoing, any Issuing Lender may accept documents
that appear on their face to be in order, without responsibility for further
investigation, regardless of any notice or information to the contrary, and such
Issuing Lender shall not be responsible for the validity or sufficiency of any
instrument


<PAGE>
                                       23




transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.

                  (i) Unless otherwise expressly agreed by the applicable
Issuing Lender and the requesting Co-Borrower when a Letter of Credit is issued
and subject to applicable Laws, performance under Letters of Credit by each
Issuing Lender, its correspondents, and beneficiaries will be governed by, as
applicable, the rules of the International Standby Practices 1998, or such later
revision as may be published by the Institute of International Banking Law &
Practice, or the Uniform Customs and Practice for Documentary Credits,
International Chamber of Commerce Publication No. 500, as the same may be
revised from time to time.

                  (j) Each Co-Borrower shall pay to Administrative Agent on each
Applicable Payment Date in arrears, for the account of each Lender in accordance
with its Revolving Percentage, a Letter of Credit fee equal to the Applicable
Amount times the actual daily maximum amount available to be drawn under each
Letter of Credit requested by such Co-Borrower since the later of the Effective
Date and the previous Applicable Payment Date. Borrower shall pay directly to
each Issuing Lender of an Existing Letter of Credit any fees and expenses
payable in respect of such Existing Letter of Credit for any period prior to the
Effective Date. If there is any change in the Applicable Amount during any
quarter, the actual daily amount shall be computed and multiplied by the
Applicable Amount separately for each period during such quarter that such
Applicable Amount was in effect.

                  (k) Each Co-Borrower shall pay directly to each Issuing
Lender, for its sole account, a fronting fee for each Letter of Credit requested
by such Co-Borrower in such amount and at such times as may be set forth in a
separate letter agreement between such Co-Borrower and such Issuing Lender. In
addition, each Co-Borrower shall pay directly to each Issuing Lender, upon
demand, for its sole account, its customary documentary and processing charges
in accordance with its standard schedule, as from time to time in effect, for
any Letter of Credit Action or other occurrence relating to a Letter of Credit
requested by such Co-Borrower for which such charges are customarily made. Such
fees and charges are nonrefundable.

                  (l) Each Issuing Lender shall deliver to Administrative Agent,
not later than the 20th day after each calendar quarter ending after the
Effective Date, a written report, in form reasonably satisfactory to
Administrative Agent, setting forth the Letters of Credit issued by such Issuing
Lender and outstanding as of the last day of such calendar quarter, any Letter
of Credit Actions effected during such calendar quarter, and any draws made
under such Letters of Credit during such calendar quarter.

                  2.04 Competitive Bid Procedure. (a) Subject to the terms and
conditions set forth herein, during the period from and including the Effective
Date to, but not including, the Revolving Termination Date, each Co-Borrower may
request Competitive Bids and may (but shall not have any obligation to) accept
Competitive Bids and borrow Competitive Loans; provided that Outstanding
Revolving Obligations of all Lenders plus the aggregate principal amount of
outstanding Competitive Loans at any time shall not exceed the combined
Revolving Commitments. To request Competitive Bids, a Co-Borrower shall notify
Administrative Agent of such request by telephone not later than the Requisite
Time therefor; provided that a Co-Borrower may submit up to (but not more than)
two Competitive Bid Requests on the same day, but no Competitive Bid Request or
Requests shall be made within five Business Days after the date of any previous
Competitive Bid Request or Requests, unless any and all such previous
Competitive Bid Requests shall have been withdrawn or all Competitive Bids
received in response thereto rejected. Each such telephonic Competitive Bid
Request shall be confirmed promptly by hand delivery or telecopy to
Administrative Agent of a written Competitive Bid Request in a form


<PAGE>
                                       24



approved by Administrative Agent and signed by Borrower. Each such telephonic
and written Competitive Bid Request shall specify the following information:

         (i)      the aggregate amount of the requested Borrowing (which shall
                  be at least the Minimum Amount therefor);

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

         (iii)    whether such Borrowing is to be a Borrowing of Eurodollar Rate
                  Loans or of Fixed Rate Loans (it being understood and agreed
                  that each Borrowing of Competitive Loans shall be comprised
                  entirely of Eurodollar Rate Loans or Fixed Rate Loans); and

         (iv)     the Interest Period to be applicable to such Borrowing, which
                  shall be a period contemplated by the definition of the term
                  "Interest Period".

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, Administrative Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids.

                  (b) Each Lender may (but shall not have any obligation to)
make one or more Competitive Bids to the applicable Co-Borrower in response to a
Competitive Bid Request. Each Competitive Bid by a Lender must be in a form
approved by Administrative Agent and must be received by Administrative Agent by
telecopy, in the case of a Competitive Borrowing of Eurodollar Rate Loans, not
later than 9:30 a.m., New York City time, three Business Days before the
proposed date of such Competitive Borrowing, and in the case of a Fixed Rate
Borrowing, not later than 9:30 a.m., New York City time, on the proposed date of
such Competitive Borrowing. Competitive Bids that do not conform substantially
to the form approved by Administrative Agent may be rejected by Administrative
Agent, and Administrative Agent shall notify the applicable Lender as promptly
as practicable. Each Competitive Bid shall specify (i) the principal amount
(which shall be a minimum of $10,000,000 and an integral multiple of $1,000,000
and which may equal the entire principal amount of the Competitive Borrowing
requested by the applicable Co-Borrower) of the Competitive Loan or Loans that
the Lender is willing to make, (ii) the Competitive Bid Rate or Rates at which
the Lender is prepared to make such Loan or Loans (expressed as a percentage
rate per annum in the form of a decimal to no more than four decimal places) and
(iii) the Interest Period applicable to each such Loan and the last day thereof.

                  (c) Administrative Agent shall promptly notify the applicable
Co-Borrower by telecopy of the Competitive Bid Rate and the principal amount
specified in each Competitive Bid and the identity of the Lender that shall have
made such Competitive Bid.

                  (d) Subject only to the provisions of this paragraph, the
applicable Co-Borrower may accept or reject any Competitive Bid. The applicable
Co-Borrower shall notify Administrative Agent by telephone, confirmed by
telecopy in a form approved by Administrative Agent, whether and to what extent
it has decided to accept or reject each Competitive Bid, in the case of a
Competitive Borrowing of Eurodollar Rate Loans, not later than 10:30 a.m., New
York City time, three Business Days before the date of the proposed Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30 a.m.,
New York City time, on the proposed date of the Competitive Borrowing; provided
that (i) the failure of the applicable Co-Borrower to give such notice shall be
deemed to be a rejection of each Competitive Bid, (ii) the applicable
Co-Borrower shall not accept a Competitive Bid made at a particular Competitive
Bid Rate if the applicable Co-Borrower rejects a Competitive Bid made at a lower
Competitive Bid Rate with respect to the same Competitive Bid Request, (iii) the
aggregate amount of the


<PAGE>
                                       25





Competitive Bids accepted by the applicable Co-Borrower shall not exceed the
aggregate amount of the requested Competitive Borrowing specified in the related
Competitive Bid Request, (iv) to the extent necessary to comply with clause
(iii) above, the applicable Co-Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) above, no Competitive Bid shall be accepted for a Competitive
Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000
and an integral multiple of $1,000,000; provided further that if a Competitive
Loan must be in an amount less than $5,000,000 because of the provisions of
clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or
any integral multiple thereof, and in calculating the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral
multiples of $1,000,000 in a manner determined by the applicable Co-Borrower. A
notice given by the applicable Co-Borrower pursuant to this paragraph shall be
irrevocable.

                  (e) Administrative Agent shall promptly notify each bidding
Lender by telecopy whether or not its Competitive Bid has been accepted (and, if
so, the amount and Competitive Bid Rate so accepted), and each successful bidder
will thereupon become bound, subject to the terms and conditions hereof, to make
the Competitive Loan in respect of which its Competitive Bid has been accepted.

                  (f) If Administrative Agent shall elect to submit a
Competitive Bid in its capacity as a Lender, it shall submit such Competitive
Bid directly to the applicable Co-Borrower at least one quarter of an hour
earlier than the time by which the other Lenders are required to submit their
Competitive Bids to Administrative Agent pursuant to paragraph (b) of this
Section.

                  2.05 Reduction or Termination of Revolving Commitments. Upon
Requisite Notice to Administrative Agent not later than the Requisite Time
therefor, the Co-Borrowers may at any time and from time to time, without
premium or penalty, permanently and irrevocably reduce the Revolving
Commitments, in a Minimum Amount therefor to an amount not less than the sum of
the Outstanding Revolving Obligations at such time plus the aggregate principal
amount of outstanding Competitive Loans at any time, or terminate the Revolving
Commitments. Any such reduction or termination shall be accompanied by payment
of all accrued and unpaid commitment fees with respect to the portion of the
Revolving Commitments being reduced or terminated. Administrative Agent shall
promptly notify Lenders of any such request for reduction or termination of the
Revolving Commitments. Each Lender's Revolving Commitment shall be reduced pro
rata by the amount of such reduction.

                  2.06 [RESERVED]

                  2.07 [RESERVED]

                  2.08 [RESERVED]

                  2.09 Prepayments.

                  (a) Upon Requisite Notice to Administrative Agent not later
than the Requisite Time therefor, each Co-Borrower may at any time and from time
to time voluntarily prepay Loans made to it in part in the Minimum Amount
therefor or in full without premium or penalty; provided that neither
Co-Borrower may prepay any Competitive Loan without the prior written consent of
the Lender thereof. Administrative Agent will promptly notify each relevant
Lender thereof and of such Lender's percentage of such prepayment. Any
prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued
interest thereon, together with the costs set forth in Section 3.05.



<PAGE>
                                       26



                  (b) If for any reason the amount of the Outstanding Revolving
Obligations of all Lenders plus the aggregate principal amount of outstanding
Competitive Loans at any time exceeds the combined Revolving Commitments from
time to time in effect, the Co-Borrowers shall immediately prepay Revolving
Loans and/or deposit cash in a Letter of Credit Cash Collateral Account in an
aggregate amount equal to such excess.

                  2.10 Documentation of Loans.

                  (a) Upon the request of any Lender made through Administrative
Agent, a Lender's Loans may be evidenced by one or more Notes of each
Co-Borrower, instead of or in addition to its loan accounts or records. Each
such Lender may attach schedules to its Notes and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto. Any failure
so to record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Co-Borrowers to pay any amount owing with respect
to the Obligations.

                  (b) Administrative Agent shall maintain, at Administrative
Agent's Office, a register for the recordation of the names and addresses of
Lenders and the Revolving Commitments and Extensions of Credit of each Lender
from time to time (the "Register"). The Register shall be available for
inspection by each Co-Borrower or any Lender at any reasonable time and from
time to time upon reasonable prior notice. Administrative Agent shall maintain
the Register, acting, solely for this administrative purpose only, as agent for
each Co-Borrower (it being acknowledged and agreed that Administrative Agent and
each Administrative Agent-Related Person, in such capacity, shall constitute
Indemnitees under Section 10.13).

                  (c) Administrative Agent shall record in the Register the
Revolving Commitment and Extensions of Credit from time to time of each Lender,
and each repayment or prepayment in respect thereof. Any recordation shall be
conclusive and binding on each Co-Borrower and each Lender, absent manifest
error; provided, however, that the failure to make any such recordation, or any
error in such recordation, shall not affect any Lender's Revolving Commitment or
Outstanding Revolving Obligations or outstanding Competitive Loans.

                  (d) Each Lender shall record on its internal loan accounts or
records (and may record on the Note(s) held by such Lender) the amount of each
Extension of Credit made by it and each payment in respect thereof; provided
that the failure to make any such recordation, or any error in such recordation,
shall not affect any Lender's Revolving Commitment or Outstanding Revolving
Obligations or outstanding Competitive Loans; and provided, further, that in the
event of any inconsistency between the Register and any Lender's records, the
recordations in the Register shall govern, absent manifest error.

                  (e) The Co-Borrowers, Administrative Agent and Lenders shall
deem and treat the Persons listed as Lenders in the Register as the holders and
owners of the corresponding Revolving Commitments and Extensions of Credit
listed therein for all purposes hereof, and no assignment or transfer of any
such Revolving Commitment or Extensions of Credit shall be effective, in each
case, unless and until an Assignment and Acceptance effecting the assignment or
transfer thereof shall have been accepted by Administrative Agent and recorded
in the Register. Prior to such recordation, all amounts owed with respect to the
applicable Revolving Commitment or Outstanding Revolving Obligations or
outstanding Competitive Loans shall be owed to the Lender listed in the Register
as the owner thereof, and any request, authority or consent of any Person who,
at the time of making such request or giving such authority or consent, is
listed in the Register as a Lender shall be conclusive and binding on any
subsequent holder, assignee or transferee of the corresponding Revolving
Commitments or Outstanding Revolving Obligations or outstanding Competitive
Loans.



<PAGE>
                                       27



                  2.11 Continuation and Conversion Option.

                  (a) Subject to Section 2.11(d), each Co-Borrower may
irrevocably request a Conversion or Continuation of Loans on any Business Day in
a Minimum Amount therefor by delivering a Request for Extension of Credit
therefor by Requisite Notice to Administrative Agent not later than the
Requisite Time therefor. All Conversions and Continuations shall constitute Base
Rate Loans unless properly and timely otherwise designated as set forth in the
prior sentence.

                  (b) Unless the Co-Borrowers pay all amounts due under Section
3.05, if any, a Eurodollar Rate Loan may be Continued or Converted only on the
last day of the Interest Period for such Eurodollar Rate Loan. During the
existence of an Event of Default, Administrative Agent may (and upon the request
of the Required Lenders shall) prohibit Loans from being requested as, Converted
into, or Continued as Eurodollar Rate Loans, and Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be Converted
immediately into Base Rate Loans.

                  (c) Administrative Agent shall promptly notify each relevant
Co-Borrower and Lenders of the interest rate applicable to any Eurodollar Rate
Loan upon determination of the same. Administrative Agent shall from time to
time notify each Co-Borrower and Lenders of any change in JPMorgan Chase's prime
rate used in determining the Base Rate promptly following the public
announcement of such change.

                  (d) Notwithstanding anything to the contrary contained herein,
Competitive Loans may not be Converted or Continued.

                  2.12 Interest.

                  (a) Subject to subsection (b) below, and unless otherwise
specified herein, each Co-Borrower hereby promises to pay interest on the unpaid
principal amount of each Loan made to it (before and after default, before and
after maturity, before and after judgment and before and after the commencement
of any proceeding under any Debtor Relief Laws) from the date borrowed until
paid in full (whether by acceleration or otherwise) on each Applicable Payment
Date at a rate per annum equal to:

                  (i) in the case of Base Rate Loans, the Base Rate plus the
Applicable Amount for such type of Loan;

                  (ii) in the case of Eurodollar Rate Loans (other than
Competitive Loans), the Eurodollar Rate for the Interest Period in effect for
such Borrowing plus the Applicable Amount for such type of Loan;

                  (iii) in the case of Competitive Loans that are Eurodollar
Rate Loans, the Eurodollar Rate for the Interest Period in effect for such
Borrowing plus (or minus, as the case may be) Margin applicable to such Loan;
and

                  (iv) in the case of Fixed Rate Loans, at the Fixed Rate
applicable to such Loan.

                  (b) Beginning on the date that an Event of Default occurs
under Section 8.01 and continuing until the date such Event of Default no longer
exists, each Co-Borrower hereby promises to pay interest on the unpaid principal
amount of each Loan made to it (before or after judgment and before and after
the commencement of any proceeding under any Debtor Relief Laws) at a rate per
annum equal to the Default Rate. In addition, if any amount payable by a
Co-Borrower under any Loan Document is not paid when due (without regard to any
applicable grace periods), such Co-Borrower hereby promises to pay interest
(after as well as before entry of judgment thereon to the extent permitted by



<PAGE>
                                       28


law) on such amount at a fluctuating interest rate per annum at all times equal
to the Default Rate to the fullest extent permitted by applicable Law. Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be payable upon demand.

                  (c) On any Business Day, either Co-Borrower may call
Administrative Agent and request information as to the then current Eurodollar
Base Rate or Base Rate, and Administrative Agent shall provide such information.

                  2.13 Fees.

                  (a) Commitment Fee. Borrower shall pay to Administrative
Agent, on its own behalf and on behalf of CCCHI, for the account of each Lender
pro rata according to its Revolving Percentage a commitment fee equal to the
Applicable Amount times the average daily amount of the excess, if any, of its
Revolving Commitment over its Outstanding Revolving Obligations (it being
understood, for avoidance of doubt, that for purposes of the calculation of the
commitment fee, Competitive Loans shall not be deemed to be a utilization of the
Revolving Facility). The commitment fee shall accrue at all times from the
Effective Date until the Revolving Termination Date and shall be payable
quarterly in arrears on each Applicable Payment Date. If there is any change in
the Applicable Amount during any quarter, the actual daily amount shall be
computed and multiplied by the Applicable Amount separately for each period
during such quarter that such Applicable Amount was in effect. The commitment
fee shall accrue at all applicable times, including at any time during which one
or more conditions in Section 4 are not met.

                  (b) Utilization Fee. Borrower shall pay to Administrative
Agent, on its own behalf and on behalf of CCCHI, for the account of each Lender
pro rata according to its Revolving Percentage, a utilization fee, equal to the
Applicable Amount times the outstanding principal amount of Revolving Loans made
to it (including Letter of Credit Usage for this purpose), for each day that the
Outstanding Revolving Obligations on such day exceeds 50.0% of the combined
Revolving Commitments on such day (it being understood, for avoidance of doubt,
that for purposes of the calculation of the utilization fee, Competitive Loans
shall not be deemed to be a utilization of the Revolving Facility). The
utilization fee shall be payable quarterly in arrears on each Applicable Payment
Date. The utilization fee shall accrue at all applicable times, including at any
time during which one or more conditions in Section 4 are not met.

                  (c) Other Fees. Borrower agrees to pay to Administrative
Agent, on its own behalf and on behalf of CCCHI, the fees in the amounts and on
the dates previously agreed to in writing by Borrower and Administrative Agent.

                  2.14 Computation of Interest and Fees. Computation of interest
on Base Rate Loans when the Base Rate is determined by JPMorgan Chase's "prime
rate" shall be calculated on the basis of a year of 365 or 366 days, as the case
may be, and the actual number of days elapsed. Computation of all other types of
interest and all fees shall be calculated on the basis of a year of 360 days and
the actual number of days elapsed. Interest shall accrue on each Loan for the
day on which the Loan is made, and shall not accrue on a Loan, or any portion
thereof, for the day on which the Loan or such portion is paid, provided that
any Loan that is repaid on the same day on which it is made shall bear interest
for one day.

                  2.15 Making Payments.

                  (a) Except as otherwise provided herein, all payments by a
Co-Borrower or any Lender hereunder shall be made to Administrative Agent at
Administrative Agent's Office not later than the Requisite Time for such type of
payment. All payments received after such Requisite Time shall be deemed
received on the next succeeding Business Day for purposes of the calculation of
interest and fees, but not for purposes of determining whether a Default has
occurred. All payments of principal and 




<PAGE>
                                       29


interest shall be made in immediately available funds in Dollars. All payments
by a Co-Borrower shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff.

                  (b) Upon satisfaction of any applicable terms and conditions
set forth herein, Administrative Agent shall promptly make any amounts received
in accordance with Section 2.15(a) available in like funds received as follows:
(i) if payable to a Co-Borrower, by crediting a deposit account designated from
time to time by such Co-Borrower to Administrative Agent by Requisite Notice,
and (ii) if payable to any Lender, by wire transfer to such Lender at its
Lending Office. If such conditions are not so satisfied, Administrative Agent
shall return any funds it is holding to the Lenders making such funds available,
without interest.

                  (c) Subject to the definition of "Interest Period," if any
payment to be made by a Co-Borrower shall come due on a day other than a
Business Day, payment shall instead be considered due on the next succeeding
Business Day, and such extension of time shall be reflected in computing
interest and fees.

                  (d) Unless a Co-Borrower or any Lender has notified
Administrative Agent, prior to the Requisite Time any payment to be made by it
is due, that it does not intend to remit such payment, Administrative Agent may,
in its sole and absolute discretion, assume that such Co-Borrower or such
Lender, as the case may be, has timely remitted such payment and may, in its
sole and absolute discretion and in reliance thereon, make such payment
available to the Person entitled thereto. If such payment was not in fact
remitted to Administrative Agent in immediately available funds, then:

         (i)      If a Co-Borrower failed to make such payment, each Lender
                  shall forthwith on demand repay to Administrative Agent the
                  amount of such assumed payment made available to such Lender,
                  together with interest thereon in respect of each day from and
                  including the date such amount was made available by
                  Administrative Agent to such Lender to the date such amount is
                  repaid to Administrative Agent at the Federal Funds Rate; and

         (ii)     If any Lender failed to make such payment, Administrative
                  Agent shall be entitled to recover such corresponding amount
                  on demand from such Lender. If such Lender does not pay such
                  corresponding amount upon Administrative Agent's demand
                  therefor, Administrative Agent promptly shall notify the
                  relevant Co-Borrower, and such Co-Borrower shall pay such
                  corresponding amount to Administrative Agent. Administrative
                  Agent also shall be entitled to recover interest on such
                  corresponding amount in respect of each day from the date such
                  corresponding amount was made available by Administrative
                  Agent to a Co-Borrower to the date such corresponding amount
                  is recovered by Administrative Agent, (A) from such Lender at
                  a rate per annum equal to the Federal Funds Rate, and (B) from
                  such Co-Borrower, at a rate per annum equal to the interest
                  rate applicable to such Borrowing. Nothing herein shall be
                  deemed to relieve any Lender from its obligation to fulfill
                  its Revolving Commitment or to prejudice any rights which
                  Administrative Agent or a Co-Borrower may have against any
                  Lender as a result of any default by such Lender hereunder.

                  (e) If Administrative Agent or any Lender is required at any
time to return to a Co-Borrower, or to a trustee, receiver, liquidator,
custodian or any official under any proceeding under Debtor Relief Laws, any
portion of a payment made by such Co-Borrower, each Lender shall, on demand of
Administrative Agent, return its share of the amount to be returned, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate.




<PAGE>
                                       30



                  2.16 Funding Sources. Nothing in this Agreement shall be
deemed to obligate any Lender to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by any Lender that it has
obtained or will obtain the funds for any Loan in any particular place or
manner.

                                   SECTION 3

                     TAXES, YIELD PROTECTION AND ILLEGALITY

                  3.01 Taxes.

                  (a) Any and all payments by a Co-Borrower to or for the
account of Administrative Agent or any Lender under any Loan Document shall be
made free and clear of and without deduction for any and all present or future
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and all liabilities with respect thereto, excluding, in the
case of Administrative Agent and each Lender, (x) taxes imposed on or measured
by its net income, and franchise taxes imposed on it, by the jurisdiction (or
any political subdivision thereof) under the Laws of which Administrative Agent
or such Lender, as the case may be, is organized or maintains a Lending Office
and (y) in the case of a Lender organized under the Laws of a jurisdiction
outside the United States (other than an assignee pursuant to a request by the
Borrower under Section 3.06(b)), any withholding tax that is imposed on amounts
payable to such Lender at the time such Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Lender's failure
to comply with Section 10.20, except to the extent that such Lender (or its
assignor, if any) was entitled, at the time of designation of a new lending
office (or assignment), to receive additional amounts from the Borrower with
respect to such withholding tax pursuant to this Section (all such non-excluded
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities being hereinafter referred to as "Taxes"). If a
Co-Borrower shall be required by any Laws to deduct any Taxes from or in respect
of any sum payable under any Loan Document to Administrative Agent or any
Lender, (i) the sum payable shall be increased as necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section), Administrative Agent and such Lender receive an
amount equal to the sum it would have received had no such deductions been made,
(ii) such Co-Borrower shall make such deductions, (iii) such Co-Borrower shall
pay the full amount deducted to the relevant taxation authority or other
authority in accordance with applicable Laws, and (iv) within 30 days after the
date of such payment, such Co-Borrower shall furnish to Administrative Agent
(who shall forward the same to such Lender) the original or a certified copy of
a receipt evidencing payment thereof.

                  (b) In addition, each Co-Borrower agrees to pay any and all
present or future stamp, court or documentary taxes and any other excise or
property taxes or charges or similar levies which arise from any payment made by
it under any Loan Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Loan Document
(hereinafter referred to as "Other Taxes").

                  (c) If a Co-Borrower shall be required to deduct or pay any
Taxes or Other Taxes from or in respect of any sum payable under any Loan
Document to Administrative Agent or any Lender, such Co-Borrower shall also pay
to Administrative Agent or such Lender such additional amount that
Administrative Agent or such Lender specifies as necessary to preserve the
after-tax yield (after factoring in all taxes, including taxes imposed on or
measured by net income) that Administrative Agent or such Lender would have
received if such Taxes or Other Taxes had not been imposed.

                  (d) Each Co-Borrower agrees to indemnify Administrative Agent
and each Lender for the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed or asserted by 



<PAGE>
                                       31



any jurisdiction on amounts payable under this Section) paid by Administrative
Agent and such Lender, amounts payable under Section 3.01(c) and any liability
(including penalties, interest and expenses) arising therefrom or with respect
thereto.

                  (e) Notwithstanding anything to the contrary contained in this
Section 3.01, all obligations of each Co-Borrower to any Lender under this
Section 3.01 shall be subject to, and conditioned upon such Lender's compliance
with its obligations, if any, under, Section 10.20.

                  3.02 Illegality. If any Lender determines that any Laws have
made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to make, maintain or
fund Eurodollar Rate Loans, or materially restricts the authority of such Lender
to purchase or sell, or to take deposits of, Dollars in the applicable offshore
interbank market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to each Co-Borrower
through Administrative Agent, the obligation of such Lender to make Eurodollar
Rate Loans shall be suspended until such Lender notifies Administrative Agent
and each Co-Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, each Co-Borrower shall, upon demand
from such Lender (with a copy to Administrative Agent), prepay or Convert all
Eurodollar Rate Loans of such Lender made to such Co-Borrower, either on the
last day of the Interest Period thereof, if such Lender may lawfully continue to
maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender
may not lawfully continue to maintain such Eurodollar Rate Loans. Each Lender
agrees to designate a different Lending Office if such designation will avoid
the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.

                  3.03 Inability to Determine Eurodollar Rates. If, in
connection with any Request for Extension of Credit involving any Eurodollar
Rate Loan, (a) Administrative Agent determines that (i) deposits in Dollars are
not being offered to banks in the applicable offshore dollar market for the
applicable amount and Interest Period of the requested Eurodollar Rate Loan or
(ii) adequate and reasonable means do not exist for determining the underlying
interest rate for such Eurodollar Rate Loan, or (b) Required Lenders (or, in the
case of a Competitive Loan that is a Eurodollar Rate Loan, the Lender that is
required to make such Loan) determine that such underlying interest rate does
not adequately and fairly reflect the cost to Lenders (or Lender) of funding
such Eurodollar Rate Loan, Administrative Agent will promptly notify each
Co-Borrower and all Lenders. Thereafter, the obligation of Lenders (or Lender)
to make or maintain such Eurodollar Rate Loan shall be suspended until
Administrative Agent revokes such notice. Upon receipt of such notice, each
Co-Borrower may revoke any pending request for a Borrowing of Eurodollar Rate
Loans or, failing that, be deemed to have converted such request into a request
for a Borrowing of Base Rate Loans in the amount specified therein.

                  3.04 Increased Cost and Reduced Return; Capital Adequacy.

                  (a)      If any Lender determines that the adoption of any Law
                           or any change in any Law or in the interpretation
                           thereof effective after the date hereof:

                           (i)      Subjects such Lender to any tax, duty, or
                                    other charge with respect to any Eurodollar
                                    Rate Loans or Fixed Rate Loans or its
                                    obligation to make Eurodollar Rate Loans or
                                    Fixed Rate Loans, or changes the basis on
                                    which taxes are imposed on any amounts
                                    payable to such Lender under this Agreement
                                    in respect of any Eurodollar Rate Loans;

                           (ii)     Imposes or modifies any reserve, special
                                    deposit, or similar requirement (other than
                                    the reserve requirement utilized in the
                                    determination of the Eurodollar Rate)



<PAGE>
                                       32


                                    relating to any extensions of credit or
                                    other assets of, or any deposits with or
                                    other liabilities or commitments of, such
                                    Lender (including its Revolving Commitment);
                                    or

                           (iii)    Imposes on such Lender or on the offshore
                                    interbank market any other condition
                                    affecting this Agreement or any of such
                                    extensions of credit or liabilities or
                                    commitments;

and the result of any of the foregoing is to increase the cost to such Lender of
making, Converting into, Continuing, or maintaining any Eurodollar Rate Loans or
Fixed Rate Loans or to reduce any sum received or receivable by such Lender
under this Agreement with respect to any Eurodollar Rate Loans or Fixed Rate
Loans, then from time to time upon demand of Lender (with a copy of such demand
to Administrative Agent), each Co-Borrower shall pay to such Lender such
additional amounts attributable to such Co-Borrower as will compensate such
Lender for such increased cost or reduction.

                  (b) If any Lender determines that the adoption of any Law or
any change in any Law or in the interpretation thereof effective after the date
hereof has the effect of reducing the rate of return on the capital of such
Lender or compliance by such Lender (or its Lending Office) or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy to Administrative Agent), each Co-Borrower shall pay to
such Lender such additional amounts attributable to such Co-Borrower as will
compensate such Lender for such reduction.

                  (c) Notwithstanding the foregoing provisions of this Section,
a Lender shall not be entitled to compensation pursuant to this Section in
respect of any Competitive Loan if the adoption of or change in Law or in the
interpretation thereof that would otherwise entitle it to such compensation
shall have been publicly announced prior to submission of the Competitive Bid
pursuant to which such Loan was made.

                  3.05 Breakfunding Costs. Subject to Section 3.06(a), upon
demand of any Lender (with a copy to Administrative Agent) from time to time,
each Co-Borrower shall promptly compensate such Lender for and hold such Lender
harmless from any actual loss, cost or expense incurred by it as a result of:

                  (a) Any Continuation, Conversion, payment or prepayment by
such Co-Borrower of any Eurodollar Rate Loan or Fixed Rate Loan on a day other
than the last day of the Interest Period for such Eurodollar Rate Loan or Fixed
Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration or
otherwise);

                  (b) Any failure by such Co-Borrower (for a reason other than
the failure of such Lender to make a Eurodollar Rate Loan or Fixed Rate Loan) to
prepay, borrow, Continue or Convert any Eurodollar Rate Loan or Fixed Rate Loan
on the date or in the amount notified by such Co-Borrower; or

                  (c) Any failure by such Co-Borrower to borrow any Competitive
Loan after accepting the Competitive Bid to make such Loan;

excluding any loss of anticipated profits but including any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain
such Loan or from fees payable to terminate the deposits from which such funds
were obtained.

                  3.06 Matters Applicable to all Requests for Compensation.



<PAGE>
                                       33



                  (a) A certificate of Administrative Agent or any Lender
claiming compensation under this Section 3 and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence
of clearly demonstrable error; provided that such certificate (i) sets forth
with reasonable specificity the calculation of the amount to be paid, (ii)
states that Administrative Agent or such Lender, as applicable, is treating
substantially all similarly situated borrowers in a manner that is consistent
with the treatment afforded the Co-Borrowers hereunder, (iii) is delivered
within 90 days of the later of the date of the event giving rise to such
compensation and the date Administrative Agent or such Lender knew or, with the
exercise of reasonable care, should have known of the requirements for such
compensation, and (iv) confirms (in the case of a claim for compensation under
Section 3.01 or Section 3.04) that either a change in Administrative Agent's
Office or Lending Office, as the case may be, of Administrative Agent or such
Lender, as the case may be, would not have eliminated the request for
compensation or that such change would have been otherwise disadvantageous to
Administrative Agent or such Lender, as the case may be. In determining the
amount of such compensation, Administrative Agent or any Lender may use any
reasonable averaging and attribution methods.

                  (b) Upon any Lender becoming prohibited from making,
maintaining or funding Eurodollar Rate Loans pursuant to Section 3.02, or upon
any Lender making a claim for compensation under Section 3.01 or Section 3.04,
Borrower may remove and replace such Lender in accordance with Section 10.21.

                  3.07 Survival. All of the Co-Borrowers' obligations under this
Section 3 shall survive termination of the Revolving Commitments and payment in
full of all Obligations.

                                   SECTION 4

                  CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT

                  4.01 Conditions Precedent to Effective Date. The agreement of
each Lender to make the initial Extension of Credit requested to be made by it
is subject to the satisfaction, on or before January 31, 2004 of the conditions
precedent set forth in this Section 4.01:

                  (a) Unless waived by all Lenders, receipt by Administrative
Agent of each of the following, each of which shall be originals or facsimiles
(followed promptly by originals) unless otherwise specified, each properly
executed by a Responsible Officer of the applicable Loan Party, each dated on,
or in the case of third-party certificates, recently before, the Effective Date
and each in form and substance satisfactory to Administrative Agent and its
legal counsel:

         (i)      Executed counterparts of (A) this Agreement, executed and
                  delivered by each Co-Borrower, each Agent and each Person
                  listed on Schedule 2.01 and (b) the Guarantee Agreement,
                  executed and delivered by each Guarantor;

         (ii)     Such certificates of resolutions or other action, incumbency
                  certificates and/or other certificates of Responsible Officers
                  of each Loan Party as Administrative Agent may request to
                  establish the identities of and verify the authority and
                  capacity of each Responsible Officer thereof authorized to act
                  as a Responsible Officer thereof;

         (iii)    Such evidence as Administrative Agent may request to verify
                  that each Loan Party is duly organized or formed, validly
                  existing, in good standing and qualified to engage in business
                  in each jurisdiction in which it is required to be qualified
                  to engage 


<PAGE>
                                       34



                  in business, including certified copies of its
                  organizational documents, certificates of good standing and/or
                  qualification to engage in business;

         (iv)     A certificate signed by a Responsible Officer of Borrower
                  certifying (A) that the conditions specified in Sections
                  4.01(c), (e) and (f) have been satisfied, (B) that there has
                  been no event or circumstance since the date of the Reference
                  Statements which has a Material Adverse Effect, and (C) as to
                  the Debt Ratings as of the Effective Date;

         (v)      An opinion of counsel to Borrower in form and substance
                  reasonably satisfactory to Administrative Agent; and

         (vi)     Such other customary certificates, documents or opinions as
                  Administrative Agent or Required Lenders reasonably may
                  require.

                  (b) Any fees required to be paid on or before the Effective
Date shall have been paid.

                  (c) The applicable lenders shall have received any principal,
interest or fees owing under (i) the Five-Year Agreement, (ii) the Permanent
Facilities Agreement and (iii) the May 2003 Agreement (collectively, the
"Existing Credit Agreements"). The Co-Borrowers hereby agree that the
commitments under the Permanent Facilities Agreement and the May 2003 Agreement
shall terminate in their entirety simultaneously with and subject to the
effectiveness of this Agreement. Comcast Cable Communications, Inc. by separate
written instrument executed on the Effective Date shall agree that the
commitments under the Five-Year Agreement shall terminate in their entirety
simultaneously with and subject to the effectiveness of this Agreement. The
Lenders that are parties to the Existing Credit Agreements, comprising the
"Required Lenders" as defined in each of the Existing Credit Agreements, hereby
agree that the commitments under the Existing Credit Agreements shall terminate
as set forth in this Section 4.01(c). The transactions described in this Section
4.01(c) are collectively referred to as the "Refinancing."

                  (d) Lenders shall have received (i) satisfactory audited
consolidated financial statements of Borrower and its Subsidiaries for the most
recent fiscal year ended prior to the Effective Date as to which such financial
statements are available and (ii) satisfactory unaudited interim consolidated
financial statements of Borrower and its Subsidiaries for each quarterly period,
if any, ended subsequent to the date of the financial statements delivered
pursuant to clause (i) of this paragraph as to which such financial statements
are available.

                  (e) The representations and warranties made by Borrower
herein, or which are contained in any certificate, document or financial or
other statement furnished at any time under or in connection herewith or
therewith, shall be correct in all material respects on and as of the Effective
Date.

                  (f) No Default or Event of Default shall have occurred and be
continuing.

                  (g) Unless waived by Administrative Agent, Borrower shall have
paid all Attorney Costs of Administrative Agent to the extent invoiced prior to
or on the Effective Date.

                  4.02 Conditions to all Extensions of Credit. In addition to
any applicable conditions precedent set forth in Section 2, the obligation of
each Lender to honor any Request for Extension of Credit (including the initial
Extension of Credit, but other than a Conversion or Continuation) is subject to
the following conditions precedent:



<PAGE>
                                       35



                  (a) The conditions precedent set forth in Section 4.01 of this
Agreement shall have been satisfied as of the Effective Date.

                  (b) The representations and warranties of Borrower contained
in Section 5 (other than Sections 5.04(b) and 5.05) of this Agreement shall be
correct in all material respects on and as of the date of such Extension of
Credit as if made on and as of such date, except to the extent any such
representation and warranty specifically relates to any earlier date, in which
case such representation and warranty shall have been correct on and as of such
earlier date.

                  (c) No Default or Event of Default exists, or would result
from such Extension of Credit or the use thereof.

                  (d) Administrative Agent shall have timely received a Request
for Extension of Credit by Requisite Notice by the Requisite Time therefor.

                  (e) Such Extension of Credit shall be permitted by applicable
Laws.

                  Each Request for Extension of Credit by a Co-Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(b) and (c) have been satisfied on and as of the date of such
Extension of Credit.

                                   SECTION 5

                         REPRESENTATIONS AND WARRANTIES

                  Borrower represents and warrants to Administrative Agent and
Lenders that:

                  5.01 Existence and Qualification; Power; Compliance with Laws.
Each of Borrower and its Restricted Subsidiaries (a) is a corporation,
partnership or limited liability company duly organized or formed, validly
existing and in good standing under the Laws of the state of its organization,
(b) has the power and authority and the legal right to own, lease and operate
its properties and to conduct its business, (c) is duly qualified and in good
standing under the Laws of each jurisdiction where its ownership, lease or
operation of its properties or the conduct of its business requires such
qualification, except to the extent that the failure to be so qualified and in
good standing does not have a Material Adverse Effect, and (d) is in compliance
with all Laws, except to the extent that noncompliance does not have a Material
Adverse Effect.

                  5.02 Power; Authorization; Enforceable Obligations. Each Loan
Party has the power and authority and the legal right to make, deliver and
perform each Loan Document to which it is a party, and has taken all necessary
action to authorize the execution, delivery and performance of each Loan
Document to which it is a party. Each Co-Borrower has the power and authority
and the legal right to borrow hereunder and has taken all necessary action to
authorize the Extensions of Credit on the terms and conditions of this
Agreement. Except for such consents, authorizations, filings or other acts which
have been duly made or obtained and are in full force and effect, no consent or
authorization of, filing with, or other act by or in respect of any Governmental
Authority is required in connection with the Extensions of Credit hereunder or
with the execution, delivery, performance, validity or enforceability of this
Agreement or any of the other Loan Documents. Each Loan Document has been duly
executed and delivered on behalf of each Loan Party party thereto, and
constitutes a legal, valid and binding obligation of each Loan Party party
thereto, enforceable against each such Loan Party in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other Laws affecting 


<PAGE>
                                       36



creditors' rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.

                  5.03 No Legal Bar. The execution, delivery, and performance by
each Loan Party of the Loan Documents to which it is a party do not and will not
(a) violate or conflict with, or result in a breach of, or require any consent
under (i) such Loan Party's organizational documents, (ii) any applicable Laws
which has a Material Adverse Effect, or (iii) any Contractual Obligation,
license or franchise of Borrower or any of its Restricted Subsidiaries or by
which any of them or any of their property is bound or subject which has a
Material Adverse Effect, (b) constitute a default under any such Contractual
Obligation, license or franchise which has a Material Adverse Effect or (c)
result in, or require, the creation or imposition of any Lien on any of the
properties of Borrower or any of its Restricted Subsidiaries which is not
permitted hereby.

                  5.04 Financial Statements; No Material Adverse Effect.

                  (a) The Reference Statements (i) were prepared in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (ii) fairly present the financial
condition of Borrower and its consolidated Subsidiaries as of the date thereof
and their results of operations for the period covered thereby in accordance
with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein.

                  (b) From December 31, 2002 to the Effective Date, there has
been no event or circumstance which has a Material Adverse Effect.

                  5.05 Litigation. No litigation, investigation or proceeding of
or before an arbitrator or Governmental Authority is pending or, to the best
knowledge of Borrower, threatened by or against Borrower or any of its
Restricted Subsidiaries or against any of their properties or revenues that is
reasonably likely to be determined adversely, and, if so adversely determined,
has a Material Adverse Effect.

                  5.06 No Default. Neither Borrower nor any of its Restricted
Subsidiaries is in default under or with respect to any Contractual Obligation,
license or franchise which has a Material Adverse Effect, and no Default or
Event of Default has occurred and is continuing or will result from the
execution and delivery of this Agreement or any of the other Loan Documents, or
the making of the Extensions of Credit hereunder.

                  5.07 Authorizations. Borrower and its Restricted Subsidiaries
possess all licenses, permits, franchises, consents, approvals, and other
authorities required to be issued by Governmental Authorities that are necessary
or required in the conduct of their businesses, all of which are valid, binding,
enforceable, and subsisting without any defaults thereunder, other than any
failures to possess or defaults that do not have a Material Adverse Effect.

                  5.08 Taxes. Borrower and its Restricted Subsidiaries have
filed all tax returns which are required to be filed, and have paid, or made
provision for the payment of, all taxes with respect to the periods, property or
transactions covered by said returns, or pursuant to any assessment received by
Borrower or its affected Restricted Subsidiaries, except such taxes, if any, as
are being contested in good faith by appropriate proceedings and as to which
adequate reserves have been established and maintained in accordance with GAAP,
and, except for the failure to file tax returns and/or to pay taxes which
failures do not, in the aggregate, have a Material Adverse Effect.



<PAGE>
                                       37



                  5.09 Margin Regulations; Investment Company Act; Public
Utility Holding Company Act.

                  (a) Neither Co-Borrower is engaged or will engage, principally
or as one of its important activities, in the business of extending credit for
the purpose of "purchasing" or "carrying" "margin stock" within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect. No part of the proceeds of any Extensions of Credit hereunder will be
used for "purchasing" or "carrying" "margin stock" as so defined in a manner
which violates, or which would be inconsistent with, the provisions of
Regulations T, U, or X of such Board of Governors.

                  (b) No Loan Party (i) is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is required to register as an
"investment company" as such term is defined in the Investment Company Act of
1940, as amended.

                  5.10 ERISA Compliance.

                  (a) Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state Laws,
except to the extent that noncompliance does not have a Material Adverse Effect.
Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan, except in each case to an extent that
could not reasonably be expected to result in a Material Adverse Effect.

                  (b) There are no pending or, to the best knowledge of
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that has a Material Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
to occur which, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, has a Material Adverse Effect; and
(ii) no Plan has any Unfunded Pension Liability which has a Material Adverse
Effect.

                  5.11 Assets; Liens. Borrower and its Restricted Subsidiaries
own, or possess the right to use, all properties and assets, including without
limitation, trademarks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intangible assets, that are used in the conduct
of their respective businesses as now operated, and none of such properties and
assets, to the best knowledge of Borrower, conflicts with the valid ownership or
other right of use of any other Person to the extent that such failure to own or
possess or conflict has a Material Adverse Effect. None of such properties or
assets is subject to any Lien, except as permitted in Section 7.01.

                  5.12 Environmental Compliance. Borrower and its Restricted
Subsidiaries are in compliance with Environmental Laws except to the extent that
noncompliance does not have a Material Adverse Effect.

                  5.13 Use of Proceeds. Co-Borrowers will use the proceeds of
the Extensions of Credit for working capital, capital expenditures, commercial
paper backup and other lawful corporate purposes.



<PAGE>
                                       38



                  5.14 Disclosure. The statements, information, reports,
representations and warranties made by the Loan Parties in the Loan Documents or
furnished to Administrative Agent or the Lenders in connection with the Loan
Documents, taken as a whole, do not contain any untrue statement of a material
fact.

SECTION 6

                              AFFIRMATIVE COVENANTS

                  So long as any Obligation remains unpaid or unperformed, or
any portion of the Revolving Commitments remains outstanding, Borrower shall,
and shall (except in the case of Borrower's reporting covenants), cause each
Restricted Subsidiary to:

                  6.01 Financial Statements. Deliver to Administrative Agent and
Lenders, in form and detail satisfactory to Administrative Agent:

                  (a)      As soon as available:

                  (i)      but in any event within 105 days after the end of the
                           2003 fiscal year and each fiscal year of Borrower
                           ending thereafter, consolidated balance sheets as at
                           the end of such fiscal year and related consolidated
                           statements of income and cash flows for such fiscal
                           year of Borrower and its consolidated Subsidiaries,
                           setting forth in comparative form the figures for the
                           previous fiscal year, all in reasonable detail,
                           audited and accompanied by a report and opinion of
                           independent certified public accountants of
                           nationally recognized standing reasonably acceptable
                           to Administrative Agent, which report and opinion
                           shall not be subject to any qualifications or
                           exceptions as to the scope of the audit nor to any
                           qualifications or exceptions not reasonably
                           acceptable to Administrative Agent;

                  (ii)     but in any event within 120 days after the end of the
                           2003 fiscal year and each fiscal year of Borrower
                           ending thereafter, consolidated balance sheets as at
                           the end of such fiscal year and related consolidated
                           statements of income and cash flows for such fiscal
                           year of the Restricted Group, setting forth in
                           comparative form the figures for the previous fiscal
                           year, all in reasonable detail and certified by a
                           Responsible Officer of Borrower as fairly presenting
                           the financial condition, results of operations and
                           cash flows of the Restricted Group in accordance with
                           GAAP, except for the exclusion of the Unrestricted
                           Subsidiaries and except for the absence of footnotes;
                           and

                  (b) As soon as available, but in any event within 60 days
after the end of each of the first three fiscal quarters of each fiscal year of
Borrower ending after the Effective Date, consolidated balance sheets as at the
end of such fiscal quarter, and related consolidated statements of income and
cash flows for such fiscal quarter and for the portion of Borrower's fiscal year
then ended, of (i) Borrower and its consolidated Subsidiaries and (ii) the
Restricted Group, setting forth in each case in comparative form the figures for
the corresponding fiscal quarter of the previous fiscal year and the
corresponding portion of the previous fiscal year, all in reasonable detail and
certified by a Responsible Officer of Borrower as fairly presenting the
financial condition, results of operations and cash flows of Borrower and its
consolidated Subsidiaries, or of the Restricted Group, as applicable, in
accordance with GAAP, subject only to pro forma adjustments and normal year-end
audit adjustments, except for the financial statements of the Restricted Group,
which will be in accordance with GAAP except for the exclusion of the
Unrestricted Subsidiaries and except for the absence of footnotes.



<PAGE>
                                       39



                  6.02 Certificates, Notices and Other Information. Deliver to
Administrative Agent in form and detail satisfactory to Administrative Agent,
with sufficient copies for each Lender:

                  (a) No later than the date required for the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a duly completed
Compliance Certificate signed by a Responsible Officer of Borrower, which
Compliance Certificate shall set forth the necessary adjustments to exclude the
Indebtedness and EBITDA attributed to Unrestricted Subsidiaries from the
calculations set forth therein and shall give pro forma effect to Material
Acquisitions and Material Dispositions in accordance with Section 1.07;

                  (b) Promptly after the same are available, copies of all
annual, regular, periodic and special reports and registration statements which
Borrower may file or be required to file with the Securities and Exchange
Commission under Sections 13 or 15(d) of the Securities Exchange Act of 1934,
and not otherwise required to be delivered to Administrative Agent pursuant
hereto;

                  (c) Promptly after Borrower obtaining knowledge of the
occurrence thereof, notice of any Default or Event of Default specifying the
nature thereof and what action Borrower has taken, is taking or proposes to take
with respect thereto;

                  (d) Promptly after Borrower obtaining knowledge of the
occurrence thereof, notice of any ERISA Event that could reasonably be expected
to result in a material liability to the Borrower and its Restricted
Subsidiaries taken as a whole;

                  (e) Promptly after Borrower obtaining knowledge of the
announcement thereof, notice of any announcement by Moody's or S&P of any change
in a Debt Rating; and

                  (f) Promptly after such request, such other data and
information as from time to time may be reasonably requested by Administrative
Agent or any Lender through Administrative Agent.

                  6.03 Payment of Taxes. Pay and discharge when due all taxes,
assessments and governmental charges or levies imposed on it or on its income or
profits or any of its property, except for any such tax, assessment, charge or
levy which is being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on its books in accordance
with GAAP, and except, for such payments which, if not paid, do not in the
aggregate, have a Material Adverse Effect.

                  6.04 Preservation of Existence. Preserve and maintain its
existence, licenses, permits, rights, franchises and privileges necessary or
desirable in the normal conduct of its business, except where failure to do so
does not have a Material Adverse Effect, and except that nothing in this Section
6.04 shall prohibit any transaction permitted by Section 7.03.

                  6.05 Maintenance of Properties. Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its
business in good order and condition, subject to wear and tear in the ordinary
course of business, except to the extent that the failure to do so does not have
a Material Adverse Effect.

                  6.06 Maintenance of Insurance. Maintain liability and casualty
insurance with financially sound and reputable insurance companies not
Affiliates of Borrower in such amounts with such deductibles and against such
risks as is customary for similarly situated businesses, except to the extent
Borrower or such Restricted Subsidiary maintains reasonable self-insurance with
respect to such risks.



<PAGE>
                                       40



                  6.07 Compliance With Laws.

                  (a) Comply with the requirements of all applicable Laws and
orders of any Governmental Authority, noncompliance with which has a Material
Adverse Effect.

                  (b) Conduct its operations and keep and maintain its property
in compliance with all Environmental Laws, noncompliance with which has a
Material Adverse Effect.

                  6.08 Inspection Rights. At any time during regular business
hours, upon reasonable notice, and as often as reasonably requested, but subject
to Section 10.17, permit Administrative Agent or any Lender, or any employee,
agent or representative thereof, to examine (and during the existence of an
Event of Default, make copies and abstracts from) the records and books of
account of Borrower and its Restricted Subsidiaries and to visit and inspect
their properties and to discuss their affairs, finances and accounts with any of
their officers and key employees.

                  6.09 Keeping of Records and Books of Account. Keep adequate
records and books of account reflecting all material financial transactions in
conformity with GAAP, consistently applied, and in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over Borrower or the applicable Restricted Subsidiary.

                  6.10 Compliance with ERISA. Cause, and cause each of its ERISA
Affiliates to (a) maintain each Plan in compliance in all material respects with
the applicable provisions of ERISA, the Code and other federal or state law; and
(b) make all required contributions to any Plan subject to Section 412 of the
Code, except, in each case, to an extent that could not reasonably be expected
to result in a Material Adverse Effect; provided that this Section 6.10 shall
not prohibit Borrower and its ERISA Affiliates from terminating any Plan to the
extent permitted by ERISA, the Code, and other applicable law or if such
termination does not have a Material Adverse Effect.

                  6.11 Compliance With Agreements. Promptly and fully comply
with all Contractual Obligations to which any one or more of them is a party,
except for any such Contractual Obligations (a) then being contested or intended
to be timely contested by any of them in good faith by appropriate proceedings,
or (b) the failure to comply with which does not have a Material Adverse Effect.

                  6.12 Use of Proceeds. Use the proceeds of Extensions of Credit
as represented herein.

                  6.13 Designation of Unrestricted Subsidiaries. So long as no
Default or Event of Default exists or arises as a result thereof and subject to
the next succeeding sentence, Borrower may from time to time designate a
Restricted Subsidiary as an Unrestricted Subsidiary or designate an Unrestricted
Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) provide
Administrative Agent written notification of such designation prior to or
concurrently therewith (which written notification Administrative Agent will
promptly forward to Lenders), and (b) if such designation is a Material
Acquisition (in the case of the designation of an Unrestricted Subsidiary as a
Restricted Subsidiary) or a Material Disposition (in the case of the designation
of a Restricted Subsidiary as an Unrestricted Subsidiary), within 10 Business
Days after such notification, deliver to Administrative Agent a certificate, in
form reasonably acceptable to Administrative Agent, demonstrating pro-forma
compliance (in accordance with Section 1.07) with Section 7.07 immediately prior
to and after giving effect to such designation. Notwithstanding anything to the
contrary contained herein, (x) each Guarantor shall at all times be a Restricted
Subsidiary for all purposes hereunder, and Borrower shall not designate a
Guarantor as an Unrestricted Subsidiary, (y) unless designated as an
Unrestricted Subsidiary in compliance with clause (z) below, each Cable
Subsidiary shall at all times be a Restricted Subsidiary for all purposes
hereunder, and (z) Borrower may designate a Cable Subsidiary as an Unrestricted
Subsidiary



<PAGE>
                                       41



at any time when the Leverage Ratio (calculated after giving pro forma effect to
such designation) is less than or equal to 4.50 to 1.00. Borrower hereby
designates Comcast Holdings Corporation and each of its Subsidiaries (other than
Comcast Cable Communications, Inc. and its Subsidiaries) as Unrestricted
Subsidiaries.

                                   SECTION 7

                               NEGATIVE COVENANTS

                  So long as any Obligations remain unpaid or unperformed, or
any portion of the Revolving Commitments remains outstanding:

                  7.01 Liens. Borrower shall not, nor shall it permit any
Restricted Subsidiary to, directly or indirectly, incur, assume or suffer to
exist, any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except:

                  (a) Liens pursuant to any Loan Document;

                  (b) Liens existing on the date hereof securing Indebtedness
which does not exceed $500,000,000 in the aggregate, and any renewals or
extensions thereof, provided that such Liens are not extended to cover any other
property, assets or revenues;

                  (c) Liens for taxes not yet due or which are being contested
in good faith and by appropriate proceedings, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with
GAAP or such Liens are otherwise permitted under Section 6.03;

                  (d) Carriers', warehousemen's, mechanics', materialmen's,
repairmen's or other like Liens arising in the ordinary course of business which
are not overdue for a period of more than 30 days or which are being contested
or intended to be timely contested in good faith and by appropriate proceedings;

                  (e) Pledges or deposits in connection with worker's
compensation, unemployment insurance and other social security legislation;

                  (f) Deposits to secure the performance of bids, trade
contracts (other than for borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the ordinary course of business;

                  (g) Easements, rights-of-way, restrictions and other similar
encumbrances affecting real property which do not in any case materially detract
from the value of the property subject thereto or materially interfere with the
ordinary conduct of the business of the applicable Person;

                  (h) Attachment, judgment or other similar Liens arising in
connection with litigation or other legal proceedings (and not otherwise a
Default hereunder) that are currently being contested in good faith by
appropriate proceedings or are intended to be timely contested in good faith by
appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;

                  (i) Liens in favor of Borrower or any Restricted Subsidiary;



<PAGE>
                                       42



                  (j) Liens on "margin stock" (as defined in Regulation U of the
Board of Governors of the Federal Reserve System);

                  (k) Liens on property acquired (by purchase, merger or
otherwise) after the date hereof, existing at the time of acquisition thereof
(but not created in anticipation thereof), or placed thereon (at the time of
such acquisition or within 180 days of such acquisition to secure a portion of
the purchase price thereof), and any renewals or extensions thereof, so long as
the Indebtedness secured thereby is permitted hereby; provided that such Liens
do not and are not extended to cover any other property;

                  (l) Liens under Sale-Leaseback Transactions, and any renewals
or extensions thereof, so long as the Indebtedness secured thereby does not
exceed $500,000,000 in the aggregate;

                  (m) Liens arising in connection with asset securitization
transactions, so long as the aggregate outstanding principal amount of the
obligations secured thereby does not exceed $300,000,000 at any one time;

                  (n) Liens not otherwise permitted hereby which do not secure
any Indebtedness or which secure Indebtedness incurred pursuant to Asset
Monetization Transactions; and

                  (o) other Liens, so long as the aggregate outstanding
principal amount of the obligations secured thereby does not exceed at any time
an amount equal to (x) $2,500,000,000 less (y) the amount, if any, of any
unsecured Indebtedness incurred by any Restricted Subsidiary pursuant to Section
7.02(d).

                  7.02 Subsidiary Indebtedness. Borrower shall not permit any of
its Restricted Subsidiaries to create, incur, assume or permit to exist any
Indebtedness, except:

                  (a) Indebtedness existing on the date hereof, in an aggregate
amount not in excess of (i) the aggregate amount of the Asset Monetization
Transactions set forth on Schedule A plus (ii) $2,000,000,000, and extensions,
renewals and replacements of such Indebtedness that do not increase the
outstanding principal amount thereof;

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

                  (c) Indebtedness of any Restricted Subsidiary that is a
Guarantor (and, if requested by Administrative Agent as to any Restricted
Subsidiary that becomes a Guarantor after the Effective Date, a satisfactory
opinion of counsel is delivered to Administrative Agent relating thereto); and

                  (d) Other Indebtedness of a Restricted Subsidiary that is not
a Guarantor in an aggregate principal amount for all Restricted Subsidiaries not
exceeding $2,500,000,000 at any time (it being understood that any Indebtedness
incurred pursuant to Section 7.01(m) or Section 7.02(c) shall not be counted in
determining such $2,500,000,000 limit); provided that such $2,500,000,000 limit
shall be reduced on a dollar-for-dollar basis by the amount, if any, of any
obligations secured pursuant to Section 7.01(o).

                  7.03 Fundamental Changes. (a) Borrower shall not (A) merge or
consolidate with or into any Person or (B) liquidate, wind-up or dissolve itself
or (C) sell, transfer or dispose of all or substantially all of its assets,
provided, nothing in this Section 7.03 shall be construed to prohibit Borrower
from reincorporating in another jurisdiction, changing its form of organization
or merging into, or transferring all or substantially all of its assets to,
another Person so long as:



<PAGE>
                                       43



                  (i)      either (x) Borrower shall be the surviving entity
                           with substantially the same assets immediately
                           following the reincorporation or reorganization or
                           (y) the surviving entity or transferee (the
                           "Successor Corporation") shall, immediately following
                           the merger or transfer, as the case may be, (A) have
                           substantially all of the assets of Borrower
                           immediately preceding the merger or transfer, as the
                           case may be, (B) have duly assumed all of Borrower's
                           obligations hereunder and under the other Loan
                           Documents in form and substance satisfactory to
                           Administrative Agent (and, if requested by
                           Administrative Agent, the Successor Corporation shall
                           have delivered an opinion of counsel as to the
                           assumption of such obligations) and (C) either (I)
                           have then-effective ratings (or implied ratings)
                           published by Moody's or S&P applicable to such
                           Successor Corporation's senior, unsecured,
                           non-credit-enhanced, long term indebtedness for
                           borrowed money, which ratings shall be either Baa3 or
                           higher (if assigned by Moody's) or BBB- or higher (if
                           assigned by S&P) or (II) be acceptable to Required
                           Lenders; and

                  (ii)     immediately after giving effect to such transaction
                           no Default or Event of Default shall have occurred
                           and be continuing.

                  (b) Borrower and its Restricted Subsidiaries, taken as a
whole, shall continue to maintain cable and other communications businesses as
its primary lines of business.

                  7.04 ERISA. Borrower shall not, nor shall it permit any
Restricted Subsidiary to, directly or indirectly, at any time permit (a) any
Plan to (i) engage in any non-exempt "prohibited transaction" (as defined in
Section 4975 of the Code); (ii) fail to comply with ERISA or any other Laws
applicable to a Plan; or (iii) incur any material "accumulated funding
deficiency" (as defined in Section 302 of ERISA) or (b) the occurrence of any
ERISA Event; which, with respect to each event described in clauses (a) or (b)
above, has a Material Adverse Effect.

                  7.05 Limitations on Upstreaming. Borrower shall not, nor shall
it permit any Restricted Subsidiary to, directly or indirectly agree to any
restriction or limitation on the making of dividends, distributions, loans or
advances, the repaying of loans or advances or the transferring of assets from
any Restricted Subsidiary to Borrower or any other Restricted Subsidiary, except
(a) restrictions and limitations imposed by Law or by the Loan Documents, (b)
customary restrictions and limitations contained in agreements relating to the
sale of a Subsidiary or its assets that is permitted hereunder and (c) any other
restrictions that could not reasonably be expected to impair Borrower's ability
to repay the Obligations as and when due.

                  7.06 Margin Regulations. Borrower shall not, nor shall it
permit any Restricted Subsidiary to, directly or indirectly, use the proceeds of
any Extensions of Credit hereunder for "purchasing" or "carrying" "margin stock"
(as such terms are defined in Regulation U of the Board of Governors of the
Federal Reserve System), if such use would violate, or would be inconsistent
with, the provisions of Regulations T, U, or X of such Board of Governors.

                  7.07 Financial Covenants.

                  (a) Interest Coverage Ratio. Borrower shall not permit the
Interest Coverage Ratio as of the end of any fiscal quarter of Borrower to be
less than 2.50 to 1.00.

                  (b) Leverage Ratio. Borrower shall not permit the Leverage
Ratio as of the end of any fiscal quarter of Borrower to be greater than 5.50 to
1.00.





<PAGE>
                                       44



                                   SECTION 8
                         EVENTS OF DEFAULT AND REMEDIES

                  8.01 Events of Default. Any one or more of the following
events shall constitute an Event of Default:

                  (a) A Co-Borrower fails to pay any principal on any of its
Outstanding Revolving Obligations or Competitive Loans (other than fees) on the
date when due; or

                  (b) A Co-Borrower fails to pay any interest on any of its
Outstanding Revolving Obligations or Competitive Loans, or any commitment or
utilization fees, within five days after the date when due; or fails to pay any
other fees or amount payable to Administrative Agent or any Lender under any
Loan Document within five days after the date when due or, if applicable, after
demand is made for the payment thereof; or

                  (c) Any default occurs in the observance or performance of any
agreement contained in Section 6.02(c), 6.12, 7.03 or 7.07; or

                  (d) Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsections (a), (b) or (c) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after notice thereof to Borrower from
Administrative Agent or any Lender; or

                  (e) Any representation or warranty by any Loan Party in this
Agreement or any other Loan Document or any Compliance Certificate proves to
have been incorrect in any material respect when made or deemed made; or

                  (f) (i) Borrower or any Restricted Subsidiary (x) defaults in
any payment when due (including any stated grace periods) of principal of or
interest on any Indebtedness (other than the Obligations) having an aggregate
principal amount in excess of the Threshold Amount or (y) defaults in the
observance or performance of any other agreement or condition relating to any
Indebtedness (other than the Obligations) or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur, the effect of which default or other event (after giving effect to any
applicable stated grace periods) is to cause, or to permit the holder or holders
of such Indebtedness (or a trustee or agent on behalf of such holder or holders
or beneficiary or beneficiaries) to cause, with the giving of notice if
required, Indebtedness having an aggregate principal amount in excess of the
Threshold Amount to be demanded or become due (automatically or otherwise) or to
become subject to mandatory redemption prior to its stated maturity, or any
Guaranty Obligation in such amount to become payable or cash collateral in
respect thereof to be demanded (provided that to the extent that any default
referred to in the preceding provisions of this Section 8.01(f) is cured or duly
waived by the required holders of the applicable Indebtedness, such default
shall cease to be an Event of Default hereunder, unless and except to the extent
that Administrative Agent has theretofore exercised remedies hereunder pursuant
to Section 8.02), or (ii) Borrower or any Guarantor is unable or admits in
writing its inability to pay its debts as they mature; or

                  (g) Any Loan Document, at any time after its execution and
delivery and for any reason other than the agreement of Required Lenders or all
Lenders, as may be required hereunder, or satisfaction in full of all the
Obligations, ceases to be in full force and effect or is declared by a court of
competent jurisdiction to be null and void, invalid or unenforceable in any
material respect; or Borrower denies that it has any or further liability or
obligation under any Loan Document, or purports to revoke, terminate or rescind
any Loan Document; or



<PAGE>
                                       45



                  (h) (i) A final non-appealable judgment against Borrower, any
of its Significant Subsidiaries or any Guarantor is entered for the payment of
money (which is not covered by insurance) in excess of the Threshold Amount, or
any non-monetary final judgment is entered against Borrower, any of its
Significant Subsidiaries or any Guarantor which has a Material Adverse Effect
if, in each case, such judgment remains unsatisfied without procurement of a
stay of execution for (A) 30 calendar days after the date of entry of such
judgment or, (B) if earlier, five days prior to the date of any possible
execution sale, or (ii) any writ or warrant of attachment or execution or
similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated, stayed or fully bonded
within 30 calendar days after its issue or levy; or

                  (i) Borrower, any of its Significant Subsidiaries or any
Guarantor institutes or consents to the institution of any proceeding under
Debtor Relief Laws, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of that Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under Debtor
Relief Laws relating to any such Person or to all or any part of its property is
instituted without the consent of that Person and continues undismissed or
unstayed for 60 calendar days, or an order for relief is entered in any such
proceeding; or

                  (j) There occurs any Change of Control.

                  8.02 Remedies Upon Event of Default. Without limiting any
other rights or remedies of Administrative Agent or Lenders provided for
elsewhere in this Agreement, or the other Loan Documents, or by applicable Law,
or in equity, or otherwise:

                  (a) Upon the occurrence, and during the continuance, of any
Event of Default other than an Event of Default described in Section 8.01(i):

                  (i)      Administrative Agent may (and, subject to the terms
                           of Section 9, shall upon the request of Required
                           Lenders) terminate the Revolving Commitments and/or
                           declare all or any part of the unpaid principal of
                           all Loans, all interest accrued and unpaid thereon
                           and all other amounts payable under the Loan
                           Documents to be immediately due and payable,
                           whereupon the same shall become and be immediately
                           due and payable, without protest, presentment, notice
                           of dishonor, demand or further notice of any kind,
                           all of which are expressly waived by each
                           Co-Borrower; and

                  (ii)     Administrative Agent may (and, subject to the terms
                           of Section 9, shall upon the request of Required
                           Lenders) demand immediate payment by Co-Borrowers of
                           an amount equal to the aggregate amount of all
                           outstanding Letter of Credit Usage to be held in a
                           Letter of Credit Cash Collateral Account.

                  (b) Upon the occurrence of any Event of Default described in
Section 8.01(i):

                  (i)      The Revolving Commitments and all other obligations
                           of Administrative Agent or Lenders shall
                           automatically terminate without notice to or demand
                           upon either Co-Borrower, which are expressly waived
                           by each Co-Borrower;

                  (ii)     The unpaid principal of all Loans, all interest
                           accrued and unpaid thereon and all other amounts
                           payable under the Loan Documents shall be immediately
                           due and payable, without protest, presentment, notice
                           of dishonor, demand or further notice of any kind,
                           all of which are expressly waived by each
                           Co-Borrower; and

                  (iii)    An amount equal to the aggregate amount of all
                           outstanding Letter of Credit Usage shall be
                           immediately due 



<PAGE>
                                       46




                           and payable to Administrative Agent
                           without notice to or demand upon either Co-Borrower,
                           which are expressly waived by each Co-Borrower, to be
                           held in a Letter of Credit Cash Collateral Account.

                  (c) Upon the occurrence of any Event of Default,
Administrative Agent may proceed to protect, exercise and enforce against
Co-Borrowers the rights and remedies of Administrative Agent and Lenders under
the Loan Documents and such other rights and remedies as are provided by Law or
equity.

                  (d) The order and manner in which Administrative Agent's and
Lenders' rights and remedies are to be exercised shall be determined by
Administrative Agent or Required Lenders in their sole and absolute discretion.
Regardless of how a Lender may treat payments for the purpose of its own
accounting, for the purpose of computing the Obligations hereunder, payments
received during the existence of an Event of Default shall be applied first, to
costs and expenses (including Attorney Costs) incurred by Administrative Agent
and each Lender (to the extent that each Lender has a right to reimbursement
thereof pursuant to the Loan Documents), second, to the payment of accrued and
unpaid interest on the Obligations to and including the date of such
application, third, to the payment of, or as cash collateral for, the unpaid
principal of the Obligations, and fourth, to the payment of all other amounts
(including fees) then owing to Administrative Agent and Lenders under the Loan
Documents, in each case paid pro rata to each Lender in the same proportions
that the aggregate Obligations owed to each Lender under the Loan Documents bear
to the aggregate Obligations owed under the Loan Documents to all Lenders,
without priority or preference among Lenders.

                                   SECTION 9

                                   THE AGENTS

                  9.01 Appointment. Each Lender hereby irrevocably designates
and appoints Administrative Agent as the agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes Administrative Agent, in such capacity, to take such action on its
behalf under the provisions of this Agreement and the other Loan Documents and
to exercise such powers and perform such duties as are expressly delegated to
Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement,
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against Administrative Agent.

                  9.02 Delegation of Duties. Administrative Agent may execute
any of its duties under this Agreement and the other Loan Documents by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. Administrative Agent shall not
be responsible for the negligence or misconduct of any agents or attorneys
in-fact selected by it with reasonable care.

                  9.03 Exculpatory Provisions. Neither any Agent nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken 




<PAGE>
                                       47



or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party a party thereto to
perform its obligations hereunder or thereunder. The Agents shall not be under
any obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.

                  9.04 Reliance by Administrative Agent. (a) Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit,
letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including counsel to Borrower), independent
accountants and other experts selected by Administrative Agent. Administrative
Agent shall be fully justified in failing or refusing to take any action under
this Agreement or any other Loan Document unless it shall first receive such
advice or concurrence of the Required Lenders (or, if so specified by this
Agreement, all Lenders) as it deems appropriate or it shall first be indemnified
to its satisfaction by Lenders against any and all liability and expense that
may be incurred by it by reason of taking or continuing to take any such action.
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders (or, if so specified by this
Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all Lenders and all future holders of the
Loans.

                  (b) For purposes of determining compliance with the conditions
specified in Section 4.01, absent Requisite Notice by such Lender to
Administrative Agent to the contrary, each Lender shall be deemed to have
consented to, approved or accepted or to be satisfied with, each document or
other matter either sent by Administrative Agent to each Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to a Lender.

                  9.05 Notice of Default. Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default unless Administrative Agent has received notice from a Lender or either
Co-Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
Administrative Agent receives such a notice, Administrative Agent shall give
notice thereof to Lenders. Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders (or, if so specified by this Agreement, all Lenders);
provided that unless and until Administrative Agent shall have received such
directions, Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of Lenders.

                  9.06 Non-Reliance on Agents and Other Lenders. Each Lender
expressly acknowledges that neither the Agents nor any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates have
made any representations or warranties to it and that no act by any




<PAGE>
                                       48



Agent hereafter taken, including any review of the affairs of a Loan Party or
any affiliate of a Loan Party, shall be deemed to constitute any representation
or warranty by any Agent to any Lender. Each Lender represents to the Agents
that it has, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their affiliates. Except for notices,
reports and other documents expressly required to be furnished to Lenders by
Administrative Agent hereunder, Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates.

                  9.07 Indemnification. Lenders agree to indemnify each Agent
and Issuing Bank in its capacity as such (to the extent not reimbursed by the
Loan Parties and without limiting the obligation of any Loan Party to do so),
ratably according to their respective Aggregate Exposure Percentage in effect on
the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Revolving Commitments
shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Aggregate Exposure Percentage immediately prior to such
date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever that may at any time (whether before or after the payment of the
Loans) be imposed on, incurred by or asserted against such Agent in any way
relating to or arising out of, the Revolving Commitments, this Agreement, any of
the other Loan Documents or any documents contemplated by or referred to herein
or therein or the transactions contemplated hereby or thereby or any action
taken or omitted by such Agent under or in connection with any of the foregoing;
provided that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent's
gross negligence or willful misconduct. The agreements in this Section shall
survive the payment of the Loans and all other amounts payable hereunder.

                  9.08 Agent in Its Individual Capacity. Each Agent and its
affiliates may make loans to, accept deposits from and generally engage in any
kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued or participated in by it, each Agent shall have the same rights
and powers under this Agreement and the other Loan Documents as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity.

                  9.09 Successor Administrative Agent. Administrative Agent may
resign as Administrative Agent upon 30 days' notice to Lenders and Borrower. If
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
Lenders a successor agent for Lenders, which successor agent shall (unless an
Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with
respect to Borrower shall have occurred and be continuing) be subject to
approval by Borrower (which approval shall not be unreasonably withheld or
delayed), whereupon such successor agent shall succeed to the


<PAGE>
                                       49




rights, powers and duties of Administrative Agent, and the term "Administrative
Agent" shall mean such successor agent effective upon such appointment and
approval, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated, without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement or any holders of the Loans. If no successor agent has accepted
appointment as Administrative Agent by the date that is 30 days following a
retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and Lenders shall assume and perform all of the duties of
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. After any retiring
Administrative Agent's resignation as Administrative Agent, the provisions of
this Section 9 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was Administrative Agent under this Agreement and the
other Loan Documents.

                  9.10 Co-Documentation Agents and Syndication Agent. None of
Co-Documentation Agents nor Syndication Agent shall have any right, power,
obligation, liability, responsibility or duty hereunder in its capacity as such.
Without limiting the foregoing, none of Co-Documentation Agents or Syndication
Agent in its capacity as such shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of Co-Documentation Agents or Syndication Agent in
deciding to enter into this Agreement or in taking or not taking action
hereunder.

                                   SECTION 10

                                  MISCELLANEOUS

                  10.01 Amendments; Consents. No amendment, modification,
supplement, extension, termination or waiver of any provision of this Agreement
or any other Loan Document, no approval or consent thereunder, and no consent to
any departure by any Loan Party therefrom shall be effective unless in writing
signed by each Loan Party party thereto and Required Lenders and acknowledged by
Administrative Agent (or signed by Administrative Agent with the prior written
consent of Required Lenders), and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.
Notwithstanding the foregoing sentence, without the approval in writing of each
Co-Borrower, Administrative Agent and each Lender affected thereby, no
amendment, modification, supplement, termination, waiver, approval, or consent
may be effective to:

                  (a) Reduce the amount of principal of any Outstanding
Revolving Obligations owed to such Lender;

                  (b) Reduce the rate of interest payable on any Outstanding
Revolving Obligations owed to such Lender or the amount or rate of any fee or
other amount payable to such Lender under the Loan Documents, except that
Required Lenders may waive or defer the imposition of the Default Rate;

                  (c) Waive an Event of Default consisting of the failure of a
Co-Borrower to pay when due principal, interest, any commitment or utilization
fee, or any other amount payable to such Lender under the Loan Documents;

                  (d) Postpone any date scheduled for the payment of principal
of, or interest on, any Loan or any Letter of Credit reimbursement obligation or
for the payment of any commitment or utilization fee or for the payment of any
other amount, in each case payable to such Lender under the Loan Documents, or
extend the term of, or increase the amount of, such Lender's Revolving
Commitment (it being 


<PAGE>
                                       50



understood that a waiver of any Event of Default not referred to in subsection
(c) above shall require only the consent of Required Lenders) or modify such
Lender's share of the Revolving Commitments (except as contemplated hereby);

                  (e) Amend or waive the definition of "Required Lenders" or the
provisions of this Section 10.01 or Section 10.06; or

                  (f) Amend or waive any provision of this Agreement that
expressly requires the consent or approval of such Lender;

provided, however, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the affected Issuing Lender in addition to Required
Lenders or each affected Lender, as the case may be, affect the rights or duties
of such Issuing Lender, (ii) no amendment, waiver or consent shall, unless in
writing and signed by Administrative Agent in addition to Required Lenders or
each affected Lender, as the case may be, affect the rights or duties of
Administrative Agent, (iii) any fee letters may be amended, or rights or
privileges thereunder waived, in a writing executed by the parties thereto; (iv)
any amendment, waiver, or consent to a Letter of Credit Application which is not
inconsistent with Section 2.03 shall require only the written approval of the
relevant Co-Borrower, Administrative Agent and the applicable Issuing Lender;
and (v) without the written consent of all Lenders, no amendment, waiver or
consent shall release (x) all or substantially all of Guarantors from their
obligations under the Guarantee Agreement or (y) Borrower from its obligations
under the Guarantee Agreement. Any amendment, modification, supplement,
termination, waiver or consent pursuant to this Section shall apply equally to,
and shall be binding upon, all Lenders and Administrative Agent.

                  10.02 Requisite Notice; Effectiveness of Signatures and
Electronic Mail.

                  (a) Requisite Notice. Notices given in connection with any
Loan Document shall be delivered to the intended recipient at the number and/or
address set forth on the Administrative Questionnaire (or as otherwise specified
from time to time by such recipient in writing to Administrative Agent) and
shall be given by (i) irrevocable written notice or (ii) except as otherwise
provided, irrevocable telephonic (not voicemail) notice. Such notices may be
delivered, must be confirmed and shall be effective as follows:

Mode of Delivery
----------------

Mail                                    Effective on earlier of actual receipt 
                                        and fourth Business Day after deposit in
                                        U.S. Mail, first class postage pre-paid

Courier or hand delivery                When signed for by recipient

Telephone (not voicemail)               When conversation completed (must be 
                                        confirmed in writing)

Facsimile                               When confirmed by telephone (not 
                                        voicemail) 

Electronic Mail                         When delivered (usage subject to 
                                        subsection (c) below)

provided, however, that notices delivered to Administrative Agent pursuant to
Section 2 shall not be effective until actually received by Administrative
Agent; 



<PAGE>
                                       51



provided, further, that Administrative Agent may require that any notice be
confirmed or followed by a manually-signed hard copy thereof. Notices shall be
in any form prescribed herein and, if sent by a Co-Borrower, shall be made by a
Responsible Officer of such Co-Borrower. Notices delivered and, if required,
confirmed in accordance with this subsection shall be deemed to have been
delivered by Requisite Notice.

                  (b) Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed hard copies and shall be binding on
each Co-Borrower, Administrative Agent and Lenders. Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed hard copy thereof; provided, however, that the failure to
request or deliver the same shall not limit the effectiveness of any facsimile
document or signature.

                  (c) Limited Usage of Electronic Mail. Electronic mail and
internet and intranet websites may be used to distribute routine communications,
such as financial statements and other information, and to distribute agreements
and other documents to be signed by Administrative Agent, Lenders and
Co-Borrowers. No other legally-binding and/or time-sensitive communication or
Request for Extension of Credit may be sent by electronic mail without the
consent of, or confirmation to, the intended recipient in each instance.

                  (d) Reliance by Administrative Agent and Lenders.
Administrative Agent and Lenders shall be entitled to rely and act upon any
notices purportedly given by or on behalf of a Co-Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation thereof.
Borrower shall indemnify Administrative Agent-Related Persons and Lenders from
any loss, cost, expense or liability as a result of relying on any notices
purportedly given by or on behalf of a Co-Borrower absent the gross negligence
or willful misconduct of the Person seeking indemnification.

                  10.03 Attorney Costs, Expenses and Taxes. Borrower agrees (a)
to pay or reimburse Administrative Agent and Syndication Agent for all
reasonable costs and expenses incurred in connection with the development,
preparation, negotiation and execution of the Loan Documents, and to pay or
reimburse Administrative Agent for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation and execution of any
amendment, waiver, consent, supplement or modification to, any Loan Documents,
and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the transactions contemplated hereby and
thereby, including all Attorney Costs of Administrative Agent and (b) to pay or
reimburse Administrative Agent and each Lender for all costs and expenses
incurred in connection with any restructuring, reorganization (including a
bankruptcy reorganization) or enforcement or attempted enforcement of, or
preservation of any rights under, any Loan Documents, and any other documents
prepared in connection herewith or therewith, or in connection with any
refinancing or restructuring of any such documents in the nature of a "workout"
or of any insolvency or bankruptcy proceeding, including Attorney Costs. The
agreements in this Section shall survive repayment of all Obligations.

                  10.04 Binding Effect; Assignment.

                  (a) This Agreement and the other Loan Documents to which
Borrower is a party will be binding upon and inure to the benefit of
Co-Borrowers, Administrative Agent, Lenders and their respective successors and
assigns, except that, a Co-Borrower may not, except as permitted by Section
7.03, assign its rights hereunder or thereunder or any interest herein or
therein without the prior written consent of all Lenders and any such attempted
assignment shall be void. Any Lender may at any time


<PAGE>
                                       52



pledge a Note or any other instrument evidencing its rights as a Lender under
this Agreement to a Federal Reserve Bank or, if such Lender is a fund, to any
trustee or to any other representative of holders of obligations owed or
securities issued by such fund as security for such obligations or securities,
but no such pledge shall release such Lender from its obligations hereunder or
grant to such Federal Reserve Bank or trust or other representative the rights
of a Lender hereunder absent foreclosure of such pledge, and any transfer to any
Person upon the enforcement of such pledge shall be subject to this Section
10.04.

                  (b) From time to time following the date of this Agreement,
each Lender may assign to one or more banks, financial institutions or other
entities (with any such bank, financial institution or other entity that is not
an Affiliate of the assigning Lender being required to have a combined capital
and surplus of at least $250,000,000 (such qualifications being subject to
waiver by Borrower and Administrative Agent)), all or any portion of its rights
and obligations under this Agreement and the other Loan Documents; provided that
(i) such assignment, if not to a Lender or an Affiliate of a Lender, shall be
consented to (which consents shall not be unreasonably withheld) by Borrower at
all times other than during the existence of an Event of Default and by
Administrative Agent, (ii) a copy of a duly signed and completed Assignment and
Acceptance shall be delivered to Administrative Agent, (iii) except in the case
of an assignment (A) to an Affiliate of a Lender or to another Lender or (B) of
the entire remaining Revolving Commitment of the assigning Lender, such
assignment shall be in an aggregate principal amount not less than the Minimum
Amount therefor, and (iv) the effective date of any such assignment shall be as
specified in the Assignment and Acceptance, but not earlier than the date which
is five Business Days after the date Administrative Agent has received the
Assignment and Acceptance. Upon obtaining any consent required as set forth in
the prior sentence, any forms required by Section 10.20 and payment of the
requisite fee described below, the assignee named therein shall be a Lender for
all purposes of this Agreement to the extent of the Assigned Interest (as
defined in such Assignment and Acceptance), and, except for rights and
obligations which by their terms survive termination of any Revolving
Commitments, the assigning Lender shall be released from any further obligations
under this Agreement to the extent of such Assigned Interest. Upon request,
Co-Borrowers shall execute and deliver new or replacement Notes to the assigning
Lender and the assignee Lender to evidence Loans made by them. Administrative
Agent's consent to any assignment shall not be deemed to constitute any
representation or warranty by any Administrative Agent-Related Person as to any
matter. Administrative Agent shall record the information contained in the
Assignment and Acceptance in the Register.

                  (c) After receipt of a completed Assignment and Acceptance,
and receipt of an assignment fee of $3,500 from such assignee and/or such
assigning Lender (including in the case of assignments to Affiliates of
assigning Lenders), Administrative Agent shall promptly accept such Assignment
and Acceptance and record the information contained therein in the Register on
the effective date determined pursuant thereto.

                  (d) Each Lender may from time to time, without the consent of
any other Person, grant participations to one or more other Persons (including
another Lender) in all or any portion of its Revolving Commitments, Extensions
of Credit or any other interest of such Lender hereunder and under the other
Loan Documents; provided, however, that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations,
(iii) the participating bank or other financial institution shall not be a
Lender hereunder for any purpose except, if the participation agreement so
provides, for the purposes of the increased cost provisions of Section 3 (but
only to the extent that the cost of such benefits to Borrower does not exceed
the cost which Borrower would have incurred in respect of such Lender absent the
participation) and for purposes of Section 10.06, (iv) Borrower, Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement, and (v) the consent of the holder of such participation interest
shall not be required for amendments or waivers of provisions of the Loan
Documents; provided,



<PAGE>
                                       53



however, that the assigning Lender may, in any agreement with a participant,
give such participant the right to consent (as between the assigning Lender and
such participant) to any matter which (A) extends the Revolving Termination Date
as to such participant or any other date upon which any payment of money is due
to such participant, (B) reduces the rate of interest owing to such participant
or any fee or any other monetary amount owing to such participant, or (C)
reduces the amount of any scheduled payment of principal owing to such
participant. Any Lender that sells a participation to any Person that is a
"foreign corporation, partnership or trust" within the meaning of the Code shall
include in its participation agreement with such Person a covenant by such
Person that such Person will comply with the provisions of Section 10.20 as if
such Person were a Lender and provide that Administrative Agent and Borrower
shall be third party beneficiaries of such covenant. Each Lender that sells or
grants a participation shall (a) withhold or deduct from each payment to the
holder of such participation the amount of any tax required under applicable law
to be withheld or deducted from such payment and not withheld or deducted
therefrom by Borrower or Administrative Agent, (b) pay the tax so withheld or
deducted by it to the appropriate taxing authority in accordance with applicable
law and (c) indemnify Borrower and Administrative Agent for any losses, cost and
expenses that they may incur as a result of any failure to so withhold or deduct
and pay such tax.

                  10.05 Set-off. In addition to any rights and remedies of
Administrative Agent and Lenders or any assignee of any Lender or any Affiliate
thereof (each, a "Proceeding Party") provided by law, upon the occurrence and
during the continuance of any Event of Default, each Proceeding Party is
authorized at any time and from time to time, without prior notice to
Co-Borrowers, any such notice being waived by Co-Borrowers to the fullest extent
permitted by law, to proceed directly, by right of set-off, banker's lien or
otherwise, against any assets of the Co-Borrowers which may be in the hands of
such Proceeding Party (including all general or special, time or demand,
provisional or other deposits and other indebtedness owing by such Proceeding
Party to or for the credit or the account of the Co-Borrowers) and apply such
assets against the Obligations then due and payable, irrespective of whether
such Proceeding Party shall have made any demand therefor. Each Lender agrees
promptly to notify the Co-Borrower and Administrative Agent after any such
set-off and application made by such Lender; provided, however, that the failure
to give such notice shall not affect the validity of such set-off and
application.

                  10.06 Sharing of Payments. Each Lender severally agrees that
if it, through the exercise of any right of setoff, banker's lien or
counterclaim against a Co-Borrower or otherwise, receives payment of the
Obligations held by it that is ratably more than any other Lender receives in
payment of the Obligations held by such other Lender, then, subject to
applicable Laws, (a) such Lender exercising the right of setoff, banker's lien
or counterclaim or otherwise receiving such payment shall purchase, and shall be
deemed to have simultaneously purchased, from the other Lender a participation
in the Obligations held by the other Lender and shall pay to the other Lender a
purchase price in an amount so that the share of the Obligations held by each
Lender after the exercise of the right of setoff, banker's lien or counterclaim
or receipt of payment shall be in the same proportion that existed prior to the
exercise of the right of setoff, banker's lien or counterclaim or receipt of
payment; and (b) such other adjustments and purchases of participations shall be
made from time to time as shall be equitable to ensure that all Lenders share
any payment obtained in respect of the Obligations ratably in accordance with
each Lender's share of the Obligations immediately prior to, and without taking
into account, the payment; provided that, if all or any portion of a
disproportionate payment obtained as a result of the exercise of the right of
setoff, banker's lien, counterclaim or otherwise is thereafter recovered from
the purchasing Lender by a Co-Borrower or any Person claiming through or
succeeding to the rights of a Co-Borrower, the purchase of a participation shall
be rescinded and the purchase price thereof shall be restored to the extent of
the recovery, but without interest. Each Lender that purchases a participation
in the Obligations pursuant to this Section shall from and after the purchase
have the right to give all notices, requests, demands, directions and other
communications under this Agreement with respect to the portion of the
Obligations purchased to the same extent as though the purchasing Lender were
the original owner of the Obligations 


<PAGE>
                                       54



purchased. Each Co-Borrower expressly consents to the foregoing arrangements and
agrees that any Lender holding a participation in an Obligation so purchased may
exercise any and all rights of setoff, banker's lien or counterclaim with
respect to the participation as fully as if Lender were the original owner of
the Obligation purchased.

                  10.07 No Waiver; Cumulative Remedies.

                  (a) No failure by any Lender or Administrative Agent to
exercise, and no delay by any Lender or Administrative Agent in exercising, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege under any Loan Document preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege.

                  (b) The rights, remedies, powers and privileges herein or
therein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by Law. Any decision by Administrative Agent or
any Lender not to require payment of any interest (including interest at the
Default Rate), fee, cost or other amount payable under any Loan Document or to
calculate any amount payable by a particular method on any occasion shall in no
way limit or be deemed a waiver of Administrative Agent's or such Lender's right
to require full payment thereof, or to calculate an amount payable by another
method that is not inconsistent with this Agreement, on any other or subsequent
occasion.

                  (c) Except with respect to Section 9.09, the terms and
conditions of Section 9 are for the sole benefit of the Agents and Lenders.

                  10.08 Usury. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest
permitted by applicable Law (the "Maximum Rate"). If Administrative Agent or any
Lender shall receive interest in an amount that exceeds the Maximum Rate, the
excessive interest shall be applied to the principal of the Outstanding
Revolving Obligations or, if it exceeds the unpaid principal, refunded to the
applicable Co-Borrower. In determining whether the interest contracted for,
charged or received by Administrative Agent or any Lender exceeds the Maximum
Rate, such Person may, to the extent permitted by applicable Law, (a)
characterize any payment that is not principal as an expense, fee or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof,
and (c) amortize, prorate, allocate and spread, in equal or unequal parts, the
total amount of interest throughout the contemplated term of the Obligations.

                  10.09 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  10.10 Integration. This Agreement, together with the other
Loan Documents and any letter agreements referred to herein, comprises the
complete and integrated agreement of the parties regarding the subject matter
hereof and supersedes all prior agreements, written or oral, on the subject
matter hereof. In the event of any conflict between the provisions of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control and govern; provided that the inclusion of supplemental rights or
remedies in favor of Administrative Agent or Lenders in any other Loan Document
shall not be deemed a conflict with this Agreement. Each Loan Document was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof. THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES THERETO AND MAY NOT


<PAGE>
                                       55



BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH
PARTIES.

                  10.11 Nature of Lenders' Obligations. Nothing contained in
this Agreement or any other Loan Document and no action taken by Administrative
Agent or Lenders or any of them pursuant hereto or thereto may, or may be deemed
to, make Lenders a partnership, an association, a joint venture or other entity,
either among themselves or with Borrower or any Subsidiary or Affiliate of
Borrower. Each Lender's obligation to make any Extension of Credit pursuant
hereto is several and not joint or joint and several. A default by any Lender
will not increase the Revolving Commitments attributable to any other Lender.

                  10.12 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any other Loan Document
shall survive the execution and delivery thereof. Such representations and
warranties have been or will be relied upon by Administrative Agent and each
Lender, notwithstanding any investigation made by Administrative Agent or any
Lender or on their behalf.

                  10.13 Indemnity by Co-Borrowers. Whether or not the
transactions contemplated hereby are consummated, the Co-Borrowers jointly and
severally agree to indemnify, save and hold harmless each Administrative
Agent-Related Person and each Lender and their respective Affiliates, directors,
officers, agents, attorneys and employees (collectively the "Indemnitees") from
and against: (i) any and all claims, demands, actions or causes of action that
are asserted against any Indemnitee by any Person (other than Administrative
Agent or any Lender) relating directly or indirectly to a claim, demand, action
or cause of action that such Person asserts or may assert against a Co-Borrower,
any of its Affiliates or any of its officers or directors; (ii) any and all
claims, demands, actions or causes of action arising out of or relating to the
Loan Documents, the Revolving Commitments, the use or contemplated use of the
proceeds of any Extension of Credit, or the relationship of the Co-Borrowers,
Administrative Agent and Lenders under this Agreement; (iii) any administrative
or investigative proceeding by any Governmental Authority arising out of or
related to a claim, demand, action or cause of action described in subsection
(i) or (ii) above; and (iv) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including Attorney Costs (limited to
one law firm for Lenders unless Lenders have differing interests or defenses
that preclude the engagement of one law firm to represent Lenders)) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing
claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, in all cases, including settlement costs
incurred with the prior written consent of Borrower (which consent shall not be
unreasonably withheld), whether or not arising out of the negligence of an
Indemnitee, and whether or not an Indemnitee is a party to such claim, demand,
action, cause of action or proceeding (all the foregoing, collectively, the
"Indemnified Liabilities"); provided that no Indemnitee shall be entitled to
indemnification for any loss caused by its own gross negligence or willful
misconduct. The agreements in this Section shall survive repayment of all
Obligations. 10.14 Nonliability of Lenders. Each Co-Borrower acknowledges and
agrees that:

                  (a) Any inspections of any property of any Co-Borrower made by
or through Administrative Agent or Lenders are for purposes of administration of
the Loan Documents only, and neither Co-Borrower is entitled to rely upon the
same (whether or not such inspections are at the expense of a Co-Borrower);



<PAGE>
                                       56



                  (b) By accepting or approving anything required to be
observed, performed, fulfilled or given to Administrative Agent or Lenders
pursuant to the Loan Documents, neither Administrative Agent nor Lenders shall
be deemed to have warranted or represented the sufficiency, legality,
effectiveness or legal effect of the same, or of any term, provision or
condition thereof, and such acceptance or approval thereof shall not constitute
a warranty or representation to anyone with respect thereto by Administrative
Agent or Lenders;

                  (c) The relationship between the Co-Borrowers and
Administrative Agent and Lenders is, and shall at all times remain, solely that
of borrower and lenders; neither Administrative Agent nor any Lender shall under
any circumstance be deemed to be in a relationship of confidence or trust or a
fiduciary relationship with Borrower or its Affiliates, or to owe any fiduciary
duty to Borrower or its Affiliates; neither Administrative Agent nor any Lender
undertakes or assumes any responsibility or duty to Borrower or its Affiliates
to select, review, inspect, supervise, pass judgment upon or inform Borrower or
its Affiliates of any matter in connection with their property or the operations
of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely
upon their own judgment with respect to such matters; and any review,
inspection, supervision, exercise of judgment or supply of information
undertaken or assumed by Administrative Agent or any Lender in connection with
such matters is solely for the protection of Administrative Agent and Lenders
and neither Borrower nor any other Person is entitled to rely thereon; and

                  (d) Neither Administrative Agent nor any Lender shall be
responsible or liable to any Person for any loss, damage, liability or claim of
any kind relating to injury or death to Persons or damage to property caused by
the actions, inaction or negligence of Borrower and/or its Affiliates and
Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless
from any such loss, damage, liability or claim.

                  10.15 No Third Parties Benefitted. This Agreement is made for
the purpose of defining and setting forth certain obligations, rights and duties
of the Co-Borrowers, Administrative Agent and Lenders in connection with the
Extensions of Credit, and is made for the sole benefit of the Co-Borrowers,
Administrative Agent and Lenders, Administrative Agent's and Lenders' successors
and permitted assigns. Except as provided in Section 10.04, no other Person
shall have any rights of any nature hereunder or by reason hereof.

                  10.16 Severability. Any provision of the Loan Documents that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective and severable to the extent of such prohibition or
unenforceability without invalidating the remaining provisions thereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction. Administrative
Agent, Lenders and Borrower agree to negotiate, in good faith, the terms of a
replacement provision as similar to the severed provision as may be possible and
be legal, valid, and enforceable.

                  10.17 Confidentiality. Administrative Agent and each Lender
shall use any confidential non-public information concerning Borrower and its
Subsidiaries and Affiliates that is furnished to Administrative Agent or such
Lender by or on behalf of Borrower and its Subsidiaries in connection with the
Loan Documents (collectively, "Confidential Information") solely for the purpose
of administering and enforcing the Loan Documents, and it will hold the
Confidential Information in confidence. Notwithstanding the foregoing,
Administrative Agent and each Lender may disclose Confidential Information (a)
to their affiliates or any of their or their affiliates' directors, officers,
employees, auditors, counsel, advisors, or representatives (collectively, the
"Representatives") who need to know such information for the purposes set forth
in this Section and who have been advised of and acknowledge their obligation to
keep such information confidential in accordance with this Section, (b) to 


<PAGE>
                                       57



any bank or financial institution or other entity to which such Lender has
assigned or desires to assign an interest or participation in the Loan Documents
or the Obligations, provided that any such foregoing recipient of such
Confidential Information agrees to keep such Confidential Information
confidential as specified herein, (c) to any governmental agency or regulatory
body having or claiming to have authority to regulate or oversee any aspect of
Administrative Agent's or such Lender's business or that of their
Representatives in connection with the exercise of such authority or claimed
authority, (d) to the extent necessary or appropriate to enforce any right or
remedy or in connection with any claims asserted by or against Administrative
Agent or such Lender or any of their Representatives, and (e) pursuant to any
subpoena or any similar legal process. For purposes hereof, the term
"Confidential Information" shall not include information that (x) is in
Administrative Agent's or a Lender's possession prior to its being provided by
or on behalf of Borrower or any of its Subsidiaries or Affiliates, provided that
such information is not known by Administrative Agent or such Lender to be
subject to another confidentiality agreement with, or other legal or contractual
obligation of confidentiality to, Borrower or any of its Subsidiaries or
Affiliates, (y) is or becomes publicly available (other than through a breach
hereof by Administrative Agent or such Lender), or (z) becomes available to
Administrative Agent or such Lender on a nonconfidential basis, provided that
the source of such information was not known by Administrative Agent or such
Lender to be bound by a confidentiality agreement or other legal or contractual
obligation of confidentiality with respect to such information.

                  Notwithstanding anything herein to the contrary, any party
subject to confidentiality obligations hereunder or under any other related
document (and any employee, representative or other agent of such party) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of this Agreement and all materials of any kind,
including opinions or other tax analyses, that have been provided to it by any
other party relating to such tax treatment and tax structure.

                  10.18 Headings. Section headings in this Agreement and the
other Loan Documents are included for convenience of reference only and are not
part of this Agreement or the other Loan Documents for any other purpose.

                  10.19 Time of the Essence. Time is of the essence of the Loan
Documents.

                  10.20 Foreign Lenders. Each Lender organized under the Laws of
a jurisdiction outside the United States, on or prior to the date of this
Agreement in the case of each Lender listed on the signature pages hereof and on
or prior to the date on which it becomes a Lender in the case of each other
Lender, and from time to time thereafter if requested in writing by Borrower or
Administrative Agent (but only so long as such Lender remains lawfully able to
do so), shall provide Borrower and Administrative Agent with (i) if such Lender
is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, IRS Form
W-8ECI or W-8BEN, as appropriate, or any successor form prescribed by the IRS,
certifying that such Lender is entitled to benefits under an income tax treaty
to which the United States is a party which reduces the rate of withholding tax
on payments of interest or certifying that the income receivable pursuant to the
Loan Documents is effectively connected with the conduct of a trade or business
in the United States, or (ii) if such Lender is not a "bank" within the meaning
of Section 881(c)(3)(A) of the Code and intends to claim an exemption from
United States withholding tax under Section 871(h) or 881(c) of the Code with
respect to payments of "portfolio interest," IRS Form W-8, or any successor form
prescribed by the IRS, and a certificate representing that such Lender is not a
bank for purposes of Section 881(c) of the Code, is not a ten-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of
Borrower, and is not a controlled foreign corporation related to Borrower
(within the meaning of Section 864(d)(4) of the Code). Thereafter and from time
to time, each such Person shall (a) promptly submit to Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to


<PAGE>
                                       58



avoid, or such evidence as is satisfactory to Borrower and Administrative Agent
of any available exemption from or reduction of, United States withholding taxes
in respect of all payments to be made to such Person by Borrower pursuant to
this Agreement, (b) promptly notify Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction, and (c) take such steps as shall not be materially disadvantageous to
it, in the reasonable judgment of such Lender, and as may be reasonably
necessary (including the re-designation of its Lending Office) to avoid any
requirement of applicable Laws that a Co-Borrower make any deduction or
withholding for taxes from amounts payable to such Person. If such Person fails
to deliver the above forms or other documentation, then Administrative Agent may
withhold from any interest payment to such Person an amount equivalent to the
applicable withholding tax imposed by Sections 1441 and 1442 of the Code,
without reduction. If any Governmental Authority asserts that Administrative
Agent did not properly withhold any tax or other amount from payments made in
respect of such Person, such Person shall indemnify Administrative Agent
therefor, including all penalties and interest, any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, and costs
and expenses (including Attorney Costs) of Administrative Agent. The obligation
of Lenders under this Section shall survive the payment of all Obligations and
the resignation of Administrative Agent.

                  10.21 Removal and Replacement of Lenders.

                  (a) Under any circumstances set forth in this Agreement
providing that Borrower shall have the right to remove or replace a Lender
(other than with respect to any outstanding Competitive Loan held by it) as a
party to this Agreement, Borrower may, upon notice to such Lender and
Administrative Agent, remove such Lender by (i) non ratably terminating such
Lender's Revolving Commitment and/or (ii) causing such Lender to assign its
Revolving Commitment pursuant to Section 10.04(b) to one or more other Lenders
or eligible assignees procured by Borrower. Each Co-Borrower shall, in the case
of a termination of such Lender's Revolving Commitment pursuant to clause (i)
preceding, (x) pay in full all principal, interest, fees and other amounts owing
to such Lender (other than with respect to any outstanding Competitive Loan held
by it) through the date of termination (including any amounts payable pursuant
to Section 3), (y) provide appropriate assurances and indemnities (which may
include letters of credit) to such Lender and Issuing Lender as each may
reasonably require with respect to any continuing risk participation interest in
any Letters of Credit then outstanding and (z) release such Lender from its
obligations under the Loan Documents from and after the date of termination.
Each Co-Borrower shall, in the case of an assignment pursuant to clause (ii)
preceding, cause to be paid the assignment fee payable to Administrative Agent
pursuant to Section 10.04(c). Any such Lender whose Revolving Commitment is
being assigned shall execute and deliver an Assignment and Acceptance covering
such Lender's Revolving Commitment. Administrative Agent shall distribute an
amended Schedule 2.01, which shall be deemed incorporated into this Agreement,
to reflect adjustments to Lenders and their Revolving Commitments.

                  (b) This section shall supercede any provisions in Section
10.01 to the contrary.

                  10.22 Governing Law; Submission to Jurisdiction; Waivers.

                  (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

                  (b) Each party to this Agreement irrevocably and
unconditionally:

                  (i)      submits for itself and its property in any legal
                           action or proceeding relating to this Agreement and
                           the other Loan Documents to which it is a party, or
                           for recognition


<PAGE>
                                       59




                           and enforcement of any judgment in respect thereof,
                           to the non-exclusive general jurisdiction of the
                           courts of the State of New York, the courts of the
                           United States for the Southern District of New York,
                           and appellate courts from any thereof;

                  (ii)     consents that any such action or proceeding may be
                           brought in such courts and waives any objection that
                           it may now or hereafter have to the venue of any such
                           action or proceeding in any such court or that such
                           action or proceeding was brought in an inconvenient
                           court and agrees not to plead or claim the same;

                  (iii)    agrees that service of process in any such action or
                           proceeding may be effected by mailing a copy thereof
                           by registered or certified mail (or any substantially
                           similar form of mail), postage prepaid, to it at its
                           address provided for in Section 10.02;

                  (iv)     agrees that nothing herein shall affect the right to
                           effect service of process in any other manner
                           permitted by law or shall limit the right to sue in
                           any other jurisdiction; and

                  (v)      waives, to the maximum extent not prohibited by law,
                           any right it may have to claim or recover in any
                           legal action or proceeding referred to in this
                           Section any special, exemplary, punitive or
                           consequential damages.

                  10.23 Waiver of Right to Trial by Jury. EACH PARTY TO THIS
AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED
THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT
TO TRIAL BY JURY.









                     [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.]






<PAGE>




                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Comcast Corporation                         


                                    By:

                                         /s/ Kenneth Mikalauskas                
                                         --------------------------------
                                         Name: Kenneth Mikalauskas
                                         Title:  Vice President - Finance



                                    COMCAST CABLE COMMUNICATIONS HOLDINGS, INC.


                                    By:

                                         /s/ Kenneth Mikalauskas                
                                         --------------------------------
                                         Name: Kenneth Mikalauskas
                                         Title:  Vice President - Finance




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                   JPMorgan Chase Bank, as Administrative Agent,
                                     an Issuing Lender, and as a Lender


                                    By:  /s/ Tracy Navin Ewing                  
                                         ---------------------------------------
                                         Name:  Tracy Navin Ewing
                                         Title: Vice President




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



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


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




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Bank of America, N.A.      


                                    By:  /s/ Todd Shipley                       
                                         ---------------------------------------

                                    Name:  Todd Shipley                         
                                           -------------------------------------

                                    Title:  Managing Director                   
                                          --------------------------------------



<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Barclays Bank PLC          


                                    By:  /s/ L. Peter Yetman                    
                                         ---------------------------------------

                                    Name:  L. Peter Yetman                      
                                           -------------------------------------

                                    Title:  Director                            
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Deutsche Bank AG           
                                    New York Branch


                                    By:  /s/ William W. McGinty                 
                                         ---------------------------------------

                                    Name:  William W. McGinty                   
                                           -------------------------------------

                                    Title:  Director                            
                                          --------------------------------------




                                    By:  /s/ David G. Dickinson, Jr.            
                                         ---------------------------------------

                                    Name:  David G. Dickinson, Jr.              
                                           -------------------------------------

                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  ABN AMRO Bank N.V.         
 

                                    By:  /s/ David Carrington                   
                                         ---------------------------------------

                                    Name:  David Carrington                     
                                           -------------------------------------

                                    Title:  Director                            
                                          --------------------------------------


                                    By:  /s/ Richard R. Stone                   
                                         ---------------------------------------

                                    Name:  Richard R. Stone                     
                                           -------------------------------------

                                    Title:  Assistant Vice President            




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  The Bank of 
                                    Tokyo-Mitsubishi Trust, 
                                    Ltd., New York Branch


                                    By:  /s/ Karen Ossolinski                   
                                         ---------------------------------------

                                    Name:  Karen Ossolinski                     
                                           -------------------------------------

                                    Title:  Authorized Signatory                
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender: Bank One, NA


                                     By:  /s/ Matthew J. Reilly                 
                                          --------------------------------------

                                     Name:  Matthew J. Reilly                   
                                            ------------------------------------

                                     Title:  Director                           
                                           -------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender: BNP Paribas


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


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




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                         Name of Lender:  Credit Suisse First Boston 
                         acting through its Cayman Islands
                         Branch


                         By:  /s/ James P. Moran       /s/ Cassandra Droogan   
                              ------------------------------------------------

                         Name:  James P. Moran             Cassandra Droogan 
                         Title:  Director                   Associate   
                               -----------------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Dresdner Bank AG, New York 
                                     and Grand Cayman Branches


                                    By:  /s/ Brian Smith                        
                                         ---------------------------------------

                                    Name:  Brian Smith                          
                                    Title:  Director                            
                                          --------------------------------------


                                    By:  /s/ Brian Schneider                    
                                         ---------------------------------------

                                    Name:  Brian Schneider                      
                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Lehman Brothers Bank, FSB  


                                    By:  /s/ Gary T. Taylor                     
                                         ---------------------------------------

                                    Name:  Gary T. Taylor                       
                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                     Name of Lender:  Merrill Lynch Bank USA    


                                     By:  /s/ David Millett                     
                                          --------------------------------------

                                     Name:   David Millett                      
                                     Title:  Vice President                     
                                           -------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Morgan Stanley Bank        


                                    By:  /s/ Jaap L. Tonckens                   
                                         ---------------------------------------

                                    Name:   Jaap L. Tonckens                    
                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  The Royal Bank of          
                                    Scotland plc


                                    By:  /s/ Maria Amaral-LeBlanc               
                                         ---------------------------------------

                                    Name:   Maria Amaral-LeBlanc                
                                    Title:  Senior Vice-President               
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Sumitomo Mitsui Banking    
                                    Corporation


                                    By:  /s/ Leo E. Pagarigan                   
                                         ---------------------------------------

                                    Name:   Leo E. Pagarigan                    
                                    Title:  Senior Vice President               
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                     Name of Lender:  UBS Loan Finance LLC


                                     By:  /s/ Patricia O'Kicki                  
                                          --------------------------------------

                                     Name:  Patricia O'Kicki                    
                                     Title:  Director                           
                                           -------------------------------------


                                     By:  /s/ Wilfred V. Saint                  
                                          --------------------------------------

                                     Name:  Wilfred V. Saint                    
                                     Title: Associate Director Banking Products 
                                            Services, US       




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  The Bank of New York       
                                    Company Inc.


                                    By:  /s/ John R. Ciulla                     
                                         ---------------------------------------

                                    Name:   John R. Ciulla                      
                                    Title:  Authorized Signer                   
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Fleet National Bank        


                                    By:  /s/ Michael D. Elwell                  
                                         ---------------------------------------

                                    Name:  Michael D. Elwell                    
                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                          Name of Lender: SunTrust Bank


                                    By:  /s/ Jeffrey Hauser                     
                                         ---------------------------------------

                                    Name:   Jeffrey Hauser                      
                                    Title:  Director                            
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Wachovia Bank,             
                                    National Association


                                    By:  /s/ John D. Brady                     
                                         ---------------------------------------

                                    Name:   John D. Brady
                                    Title:  Director                            
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                     Name of Lender:  Bayerische Landesbank     
                                     Cayman Islands Branch


                                     By:  /s/ Dietmar Rieg                      
                                          --------------------------------------

                                     Name:   Dietmar Rieg                       
                                     Title:  First Vice President               
                                           -------------------------------------


                                     By:  /s/ James H. Boyle                    
                                          --------------------------------------

                                     Name:  James H. Boyle                      
                                     Title:  Vice President                     
                                           -------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                      Name of Lender:  U.S. Bank National       
                                      Association


                                      By:  /s/ Jaycee A. Earll                  
                                           -------------------------------------

                                      Name:   Jaycee A. Earll                   
                                      Title:  Vice President                    
                                            ------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  UFJ Bank Limited           


                                    By:  /s/ Russell Bohner                     
                                         ---------------------------------------

                                    Name:  Russell Bohner                       
                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  Manufacturers and Traders  
                                    Trust Company


                                    By:  /s/ W. Blake Hampson                   
                                         ---------------------------------------

                                    Name:   W. Blake Hampson                    
                                    Title:  Vice President                      
                                          --------------------------------------




<PAGE>


                  Signature Page to that certain Credit Agreement, dated as of
the date first set forth above, among Comcast Corporation and Comcast Cable
Communications Holdings, Inc., as Co-Borrowers, each Lender, JPMorgan Chase
Bank, as Administrative Agent and an Issuing Lender, Citibank, N.A., as
Syndication Agent, and Bank of America, N.A., Barclays Bank PLC and Deutsche
Bank Securities Inc., as Co-Documentation Agents.



                                    Name of Lender:  First Tennessee Bank       
                                    National Association


                                    By:  /s/ James H. Atchley                   
                                         ---------------------------------------

                                    Name:   James H. Atchley
                                    Title:  Senior Vice President               
                                          --------------------------------------





                                                                    Exhibit 10.1

                     INSURANCE PREMIUM TERMINATION AGREEMENT

         This is an Insurance Premium Termination Agreement ("Agreement") by and
between Comcast Corporation ("Comcast") and Ralph J. Roberts (the "Employee"),
effective as of January 30, 2004.

         WHEREAS, Comcast and the Employee are parties to a Compensation
Agreement in effect as of the date hereof, which requires that Comcast continue
to provide and to maintain the split-dollar life insurance provided to the
Employee under previous agreements, and in addition to provide additional
survivorship split-dollar life insurance to the Employee and his spouse
(collectively "Employee's split-dollar life insurance policies");

         WHEREAS, because of concerns raised by the Sarbanes-Oxley Act of 2002
relating to prohibitions on loans to executive officers, as of July 30, 2002,
Comcast ceased to pay that portion of the premiums associated with the
Employee's split-dollar life insurance policies which would have represented
Comcast's investment therein;

         WHEREAS, Comcast has determined that based on reasonable interest and
mortality assumptions, Comcast will save $14,572,551 if it is relieved from its
obligation to pay that portion of the premiums associated with the Employee's

split-dollar life insurance policies which would represent Comcast's investment
therein retroactively to July 30, 2002, and prospectively, as hereinafter
provided;

         WHEREAS, based on the closing price for Class A Common stock of Comcast
Corporation on January 30, 2004, 423,347 shares have a fair market value of
$14,572,551; and

         WHEREAS, Comcast and the Employee wish to terminate Comcast's
contractual obligation to pay that portion of the premiums associated with the
Employee's split-dollar life insurance policies which would represent Comcast's
investment therein, effective as of July 30, 2002, subject to the following
terms and conditions;

         NOW, THEREFORE, intending to be legally bound hereby, and in
consideration of the premises and of the mutual promises contained herein, the
parties hereto agree as follows:

         1. Termination of Comcast Premium Payment Obligation. The Employee
waives and relinquishes his right to enforce Comcast's contractual obligation to
pay that portion of the premiums associated with the Employee's split-dollar
life insurance policies which would have represented Comcast's investment
therein for the period commencing on July 30, 2002 and ending on January 30,
2004, and Comcast's contractual obligation to pay that portion of the premiums
associated with the Employee's split-dollar life insurance policies which would
have represented Comcast's investment therein that Comcast would, but for this
Agreement, become contractually obligated to pay on and after January 30, 2004.

         2. Consideration for Termination of Comcast Premium Payment Obligation.
In exchange for the Employee's waiver of Comcast's contractual obligations as
described in Paragraph 1, pursuant to the Comcast Corporation 2002 Restricted
Stock Plan (as amended and restated, effective January 30, 2004) (the
"Restricted Stock Plan") Comcast grants the Employee


<PAGE>


423,347 Restricted Stock Units for the Class A Common Stock of Comcast
Corporation in the form of the Restricted Stock Unit Award attached as Exhibit A
to this Agreement.

         3. Further Assurances. Comcast and the Employee agree to cooperate and
execute such other documents, if any, as may be reasonably necessary to effect
the transactions described in this agreement.

         4. Agreement Not to Affect Employment. This Agreement shall not confer
upon the Employee any right to continue in the employment of Comcast or any
subsidiary or affiliate of Comcast.

         5. Miscellaneous.

                  (a) This Agreement may be executed in one or more counterparts
all of which taken together will constitute one and the same instrument.

                  (b) The validity, performance, construction and effect of this
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania,
without giving effect to principles of conflicts of law.

         IN WITNESS WHEREOF, Comcast and the Employee have executed this
Agreement as of the date written below.

                               COMCAST CORPORATION

                               BY: /s/ Lawrence S. Smith
                                   ---------------------------------------

                               ATTEST: /s/ Arthur R. Block
                                       -----------------------------------

                               1/30/2004
                               -------------------------------------------
                               [Date]

                               RALPH J. ROBERTS
                               -------------------------------------------
                               [Signature]

                               1/30/2004
                               -------------------------------------------
                               [Date]



                                                                    Exhibit 10.2

                              EMPLOYMENT AGREEMENT
                              --------------------

         This EMPLOYMENT AGREEMENT is made as of the 1st day of January, 2004,
between COMCAST CORPORATION, a Pennsylvania corporation (together with its
subsidiaries, the "Company"), and STEPHEN B. BURKE ("Employee").

                                   BACKGROUND

         Employee desires to have Employee's employment relationship with the
Company be governed by the terms and conditions of this Agreement, which include
material benefits favorable to the Employee. In return for such favorable
benefits, Employee is agreeing to the terms and conditions contained in this
Agreement which include material obligations on Employee.

                                    AGREEMENT

         Intending to be legally bound, the Company and Employee agree as
follows:

         1. Position and Duties.

                  (a) Employee shall serve and the Company shall employ Employee
in the position set forth on Schedule 1. Employee shall report directly to Brian
L. Roberts, President of the Company, in Philadelphia, Pennsylvania. The duties
of Employee will be those assigned by Brian L. Roberts from time to time
commensurate with Employee's education, skills and experience.

                  (b) Employee shall work full-time and devote Employee's
reasonable best efforts to the business of the Company in a manner which will
further
 the interests of the Company. Without the prior written consent of the
Company, Employee shall not, directly or indirectly, work for or on behalf of
any person or business, other than the Company. Nothing herein shall restrict
Employee from engaging in non-compensatory civic and charitable activities with
the consent of the Company, which consent shall not be unreasonably withheld or
delayed. The Company shall be entitled to receive and own all of the results and
proceeds of Employee's services hereunder (including, without limitation,
inventions, patent rights, copyrights, trademark rights, literary material and
any other intellectual property) produced or created by Employee during the Term
(as defined in Paragraph 2). Employee will, at the request of the Company,
execute such instruments as the Company may from time to time deem necessary or
desirable to evidence, establish, maintain, protect, enforce and defend its
right or title in or to any such items.

         2. Term. The term of this Agreement (the "Term") shall be from the date
first-above written (the "Commencement Date") through the first to occur of: (i)
the date this Agreement is terminated in accordance with Paragraph 6; or (ii)
December 31, 2008. Notwithstanding the end of the Term, certain provisions of
this Agreement, including, but not limited to, any payments to be made after the
Term and the covenants contained in Paragraph 8, shall be enforceable after the
end of the Term.




<PAGE>


         3. Compensation.

                  (a) Base Salary. Employee's salary from the Commencement Date
through December 31, 2004 shall be at the annual rate set forth on Schedule 1
("Base Salary"). Base Salary, less normal deductions, shall be paid to Employee
in accordance with the Company's regular payroll practices in effect from time
to time. Base Salary shall be increased for each subsequent calendar year (or
portion thereof) in the Term as set forth on Schedule 1.

                  (b) Cash Bonus/Restricted Stock Grants. Employee shall receive
cash bonus/restricted stock grants on the terms set forth in Schedule 1.

                  (c) Withholding. All compensation under this Agreement is
subject to applicable tax withholding requirements.

                  (d) Section 162(m). If any part of the total compensation paid
to Employee for the Company's taxable year in which such compensation would be
paid would not be deductible by the Company for federal income tax purposes by
reason of the limitation in Section 162(m) of the Internal Revenue Code of 1986,
as amended, the compensation payable in such taxable year shall be paid only to
the extent so deductible, assuming that it was the last compensation paid during
such taxable year. The balance of the compensation shall be added to an unfunded
account maintained on behalf of Employee substantially equivalent to those under
the Company's Deferred Compensation Plan, to be paid to Employee in a subsequent
tax year as if it were defined in accordance with the terms of the Deferred
Compensation Plan and this subparagraph. The application or potential
application of such Section 162(m) shall be determined in good faith by the
Company based on available information prior to the date on which any
compensation would otherwise be paid. The provisions of the subparagraph may be
waived from time to time, in whole or in part, with the prior consent of the
Company.

         4. Other Benefits. Employee shall be entitled to participate in the
Company's benefit plans and programs (including deferred compensation,
relocation benefits, group insurance programs, vacation benefits and applicable
directors and officers liability insurance and indemnification and advancement
of expenses provisions relating to claims made by third parties against Employee
in Employee's role as an employee, officer or director of the Company), on the
same terms and at the same cost to the Company and Employee as the Company's
other executives at Employee's level receive from time to time, in accordance
with the terms of such plans and programs. Nothing in this Agreement shall limit
the Company's right to modify or discontinue any plans or programs at any time,
provided no such action may adversely affect any vested rights of Employee
thereunder. The provisions of this Paragraph 4 shall not apply to benefits and
programs (including, without limitation, salary continuation) addressed in this
Agreement, in which case the applicable terms of this Agreement shall apply.

         5. Business Expenses. The Company shall pay or reimburse Employee for
reasonable travel, entertainment and other expenses incurred by Employee in
connection with the performance of Employee's duties upon receipt of vouchers
therefor submitted to the Company 
                                       2

<PAGE>

on a timely basis and in accordance  with the Company's  regular  procedures and
practices in effect from time to time.


         6. Termination. The Company or Employee may terminate Employee's
employment and the Company's obligations or liabilities under this Agreement,
excluding any obligations the Company may have under Paragraph 7, in any of the
following circumstances:

                  (a) Death of Employee. In the event of Employee's death.

                  (b) Disability. In the event Employee becomes substantially
unable to perform Employee's duties hereunder due to partial or total disability
or incapacity resulting from a mental or physical illness, injury or other
health-related cause ("Disability") for a period of nine (9) consecutive months
or for a cumulative period of fifty-two (52) weeks during the term of this
Agreement.

                  (c) Discharge With Cause by the Company or Termination by
Employee Without Good Reason.

                           (i) The Company may terminate this Agreement in any
of the following events ("Discharge With Cause"): Employee's fraud;
misappropriation; embezzlement; gross negligence in the performance of
Employee's duties; self-dealing; dishonesty; misrepresentation; conviction of a
crime of a felony; material violation of any Company policy; material violation
of the Company's Code of Ethics and Business Conduct; or material breach of any
provision of this Agreement (which, as to the last three items, if capable of
being cured, shall remain uncured following thirty (30) days written notice
thereof).

                           (ii) Employee may terminate this Agreement without
Good Reason (as defined in subparagraph (d)(ii) below) at any time ("Without
Good Reason").

                  (d) Discharge Without Cause by the Company or Termination by
Employee With Good Reason.

                           (i) The Company may terminate this Agreement other
than on account of a Discharge With Cause at any time ("Discharge Without
Cause").

                           (ii) Employee may terminate this Agreement in any of
the following events ("With Good Reason"): assignment to Employee of any duties
inconsistent in any material respect with Employee's education, skills and
experience or any other action by the Company that results in a substantial
diminution in Employee's position and duties; or material breach of any
provision of this Agreement (which, as to either such items, if capable of being
cured, shall remain uncured following thirty (30) days written notice thereof).

         7. Payments Upon Termination. Other than with respect to vested
benefits, Employee's sole entitlement in the case of termination shall be as
follows:

                                       3


<PAGE>

                  (a) Death or Disability. Upon termination due to death or
Disability, Employee (or Employee's estate, as applicable) will be entitled to
payment of Employee's then-current Base Salary for the period prior to
termination and for the period of three (3) months thereafter, amounts payable
on account of death or Disability under any benefit plans and programs, and any
accrued but unused vacation time.

                  (b) Discharge With Cause by the Company or Termination by
Employee Without Good Reason. If Employee is Discharged With Cause or Employee
terminates Without Good Reason, Employee will be entitled to payment of
Employee's then-current Base Salary for the period prior to termination.

                  (c) Discharge Without Cause by the Company or Termination by
Employee With Good Reason. If Employee is Discharged Without Cause or Employee
terminates With Good Reason:

                           (i) Employee shall continue to receive Employee's
then-current Base Salary and "health and welfare" benefit plans and programs for
the period of time set forth on Schedule 1 from the date of Discharge Without
Cause or termination by Employee With Good Reason, in exchange for a release by
Employee of the Company with respect to all matters relating to Employee's
employment (other than with respect to Employee's rights to vested benefits and
under this Agreement). Employee shall also receive any accrued but unused
vacation time.

                           (ii) Employee shall have no obligation to obtain
employment during the period in which Employee receives post-termination
payments from the Company under this subparagraph (c). However, the Company's
obligation for Base Salary under subparagraph (i) above shall be offset by any
cash compensation from employment earned by Employee with another employer
during such period, and its obligation to continue "health and welfare" benefits
and programs shall cease upon Employee's eligibility for similar benefits from
such other employer.

                           (iii) Employee shall receive that portion of cash
bonus/restricted stock grants which would have vested within the period of time
set forth on Schedule 1 from the date of Discharge Without Cause, as if there
had been no termination of employment.

                  (d) COBRA Rights. Nothing herein shall constitute a waiver by
Employee of "COBRA" rights under federal law in connection with termination of
employment.

         8. Non-Solicitation, Non-Competition and Confidentiality.

                  (a) During the Term and Employee's continued employment by the
Company, and for a period of one year after termination of Employee's employment
by the company for any reason (whether during or after the Term), Employee shall
not, directly or indirectly, solicit, induce, encourage or attempt to influence
any customer, employee, consultant, independent 

                                       4


<PAGE>

contractor,  service provider or supplier of the Company to cease to do business
or to terminate the employment or other relationship with the Company.

                  (b) (i) WHILE EMPLOYED BY THE COMPANY DURING THE TERM, AND FOR
A PERIOD OF ONE YEAR AFTER TERMINATION OF EMPLOYEE'S EMPLOYMENT FOR ANY REASON
(OTHER THAN AS A RESULT OF A DISCHARGE WITHOUT CAUSE) PRIOR TO THE EXPIRATION OF
THE TERM (BUT NOT FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT IN THE EVENT
EMPLOYEE HAS REMAINED EMPLOYED FOR THE ENTIRE TERM), EMPLOYEE SHALL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN (AS A PRINCIPAL, PARTNER, DIRECTOR, OFFICER,
AGENT, EMPLOYEE, CONSULTANT, OWNER, INDEPENDENT CONTRACTOR OR OTHERWISE), ANY
ACTIVITIES FOR A COMPETITIVE BUSINESS. A "COMPETITIVE BUSINESS" SHALL BE DEFINED
AS A BUSINESS (WHETHER CONDUCTED BY AN ENTITY OR INDIVIDUALS, INCLUDING EMPLOYEE
IN SELF-EMPLOYMENT) THAT IS ENGAGED IN COMPETITION, DIRECTLY OR INDIRECTLY
THROUGH ANY PARENT, SUBSIDIARY, AFFILIATE, JOINT VENTURE, PARTNERSHIP OR
OTHERWISE, WITH ANY OF THE BUSINESS ACTIVITIES CARRIED ON BY THE COMPANY (OR BY
THE SPECIFIC DIVISION OR ENTITY OF THE COMPANY IN WHICH EMPLOYEE IS EMPLOYED) OR
ANY BUSINESS ACTIVITIES BEING PLANNED BY THE COMPANY OR EMPLOYEE'S DIVISION OR
ENTITY (WITH EMPLOYEE'S KNOWLEDGE) AT THE TIME OF EMPLOYEE'S TERMINATION OF
EMPLOYMENT. TO APPROPRIATELY TAKE ACCOUNT OF THE COMPETITIVE ENVIRONMENT IN THE
CABLE TELEVISION INDUSTRY, THE COMPANY AND EMPLOYEE AGREE THAT BUSINESSES
ENGAGED IN THE FOLLOWING ACTIVITIES SHALL BE DEEMED TO BE "COMPETITIVE
BUSINESSES" HEREUNDER: THE DISTRIBUTION OF VIDEO PROGRAMMING TO RESIDENTIAL OR
COMMERCIAL SUBSCRIBERS BY ANY TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, COAXIAL
OR FIBER OPTIC CABLE, DIGITAL SUBSCRIBER LINE OR SMATV, SATELLITE OR WIRELESS
DISTRIBUTION SYSTEMS; AS OF THE DATE HEREOF, SUCH BUSINESSES INCLUDE THE
FOLLOWING COMPANIES AND THEIR PARENTS, CONTROLLED AFFILIATES AND SUCCESSORS:
ADELPHIA COMMUNICATIONS CORPORATION; CHARTER COMMUNICATIONS, INC.; COX
COMMUNICATIONS, INC.; DIRECTTV, INC.; ECHOSTAR COMMUNICATIONS CORPORATION;
KNOLOGY HOLDINGS, INC.; RCN CORPORATION; TIME WARNER INC.; AND WIDE OPEN WEST.

                           (ii) FOR A PERIOD OF ONE YEAR AFTER TERMINATION OF
EMPLOYEE'S EMPLOYMENT FOLLOWING THE EXPIRATION OF THE TERM (IN THE EVENT
EMPLOYEE HAS REMAINED EMPLOYED FOR THE ENTIRE TERM), EMPLOYEE SHALL NOT,
DIRECTLY OR INDIRECTLY, ENGAGE IN (AS A PRINCIPAL, PARTNER, DIRECTOR, OFFICER,
AGENT, EMPLOYEE, CONSULTANT, OWNER, INDEPENDENT CONTRACTOR OR OTHERWISE), ANY
ACTIVITIES FOR ANY OF THE FOLLOWING ENTITIES (OR THEIR SUCCESSORS) THAT IS
ENGAGED IN COMPETITION WITH THE COMPANY'S VIDEO PROGRAMMING DISTRIBUTION OR HIGH
SPEED DATA BUSINESSES, DIRECTLY OR INDIRECTLY THROUGH ANY PARENT, SUBSIDIARY,
AFFILIATE, JOINT VENTURE, PARTNERSHIP OR 

                                       5


<PAGE>

OTHERWISE: BELLSOUTH CORP.; DIRECTTV,INC.,  ECHOSTAR COMMUNICATIONS CORPORATION;
QWEST COMMUNICATIONS INTERNATIONAL, INC.; SBC COMMUNICATIONS,  INC., AND VERIZON
COMMUNICATIONS, INC.

                           (iii) THESE RESTRICTIONS SHALL APPLY IN ANY
GEOGRAPHICAL AREA OF THE UNITED STATES IN WHICH THE COMPANY CARRIES OUT BUSINESS
ACTIVITIES.

                           (iv) As a limited exception to the foregoing,
Employee shall not be prohibited from engaging in activities for a Competitive
Business if all of the following conditions are met: (A) Employee is engaged to
perform activities which are materially inferior as to skill level and scope of
responsibility to the skill level and scope of responsibility involved in the
Employee's employment hereunder; (B) the activities engaged in by Employee are
not directly competitive with the activities engaged in by the Company; (C)
Employee provides the Company with at least thirty (30) days written notice
prior to commencing performance of activities for the Competitive Business; and
(D) Employee provides the Competitive Business with a copy of Paragraph 8 of
this Agreement, and the Competitive Business gives the Company written assurance
that it will not allow Employee to engage in any activities which would cause
Employee to violate this Agreement.

                           (v) Nothing herein shall prevent Employee from owning
for investment up to five percent (5%) of any class of equity security of an
entity whose securities are traded on a national securities exchange or market.
Further, if Employee is an attorney, Employee may engage in the practice of law
in accordance with the canons of ethics of the state or states in which Employee
is authorized or may be authorized to practice law.

                           (vi) Employee agrees that the lack of any specific
geographical limitation herein is reasonable in light of the broad geographical
scope of the activities carried out by the Company in the United States.

                  (c) During the Term and at all times thereafter, Employee
shall not, directly or indirectly, use for Employee's personal benefit, or
disclose to or use for the direct or indirect benefit of anyone other than the
Company (except as may be required within the scope of Employee's duties
hereunder), any confidential information of the Company which Employee acquires
in the course of Employee's employment, which is not otherwise lawfully known by
and readily available to the general public. Confidential information includes,
but is not limited to: business, marketing and accounting methods; policies,
plans, procedures, strategies and techniques; research and development projects
and results; software and firmware; trade secrets, know-how, processes and other
intellectual property; names and addresses of employees and suppliers; and any
data on or relating to past, present and prospective customers, including
customer lists. Employee confirms that such information is confidential and
constitutes the exclusive property of the Company, and agrees that, immediately
upon Employee's termination of employment for any reason (whether during or
after the Term), Employee shall deliver to the Company all correspondence,
documents, books, records, lists and other materials relating to the Company's
business, regardless of the medium in which such materials are maintained; and

                                       6


<PAGE>

Employee shall retain no copies in any medium (other than Employee's personal
address book, electronic or otherwise), regardless of where or by whom such
materials were kept or prepared. Nothing herein shall prevent Employee from
complying with a valid subpoena or other legal requirement for disclosure of
information; provided that Employee shall notify the Company promptly and in
advance of disclosure if Employee believes Employee is under a legal requirement
to disclose confidential information.

                  (d) Employee acknowledges that the restrictions contained in
this Paragraph 8, in light of the nature of the business in which the Company is
engaged and Employee's position with the Company, are reasonable and necessary
to protect the legitimate interests of the Company, and that any violation of
these restrictions would result in irreparable injury to the Company. Employee
therefore agrees that, in the event of Employee's violation of any of these
restrictions, the Company shall be entitled to seek from any court of competent
jurisdiction: (i) preliminary and permanent injunctive relief against Employee;
(ii) damages from Employee (including the Company's reasonable legal fees and
other costs and expenses); and (iii) an equitable accounting of all
compensation, commissions, earnings, profits and other benefits to Employee
arising from such violation; all of which rights shall be cumulative and in
addition to any other rights and remedies to which the Company may be entitled
as set forth herein or as a matter of law.

                  (e) Employee agrees that if any portion of the restrictions
contained in this Paragraph 8, or the application thereof, is construed to be
invalid or unenforceable, the remainder of such restrictions or the application
thereof shall not be affected and the remaining restrictions will have full
force and effect without regard to the invalid or unenforceable portions. If any
restriction is held to be unenforceable because of the area covered, the
duration thereof or the scope thereof, Employee agrees that the court making
such determination shall have the power to reduce the area and/or the duration,
and/or limit the scope thereof, and the restriction shall then be enforceable in
its reduced form.

                  (f) If Employee violates any such restrictions, the period of
such violation (from the commencement of any such violation until such time as
such violation shall be cured by Employee) shall not count toward or be included
in the applicable restrictive period.

         9. Representations.

                  (a) Employee represents as follows:

                           (i) Employee has had the opportunity to retain and
consult with legal counsel and tax advisors of Employee's choice regarding the
terms of this Agreement.

                           (ii) Subject to equitable principles, this Agreement
is enforceable against Employee in accordance with its terms.

                           (iii) This Agreement does not conflict with, violate
or give rise to any rights of third parties under, any agreement, order, decree
or judgment to which Employee is a 


                                       7


<PAGE>

party or by which Employee is bound.


                  (b) The Company represents that:

                           (i) Subject to equitable principles, this Agreement
is enforceable against the Company in accordance with its terms.

                           (ii) This Agreement does not conflict with, violate
or give rise to any rights to third parties under, any agreement, order, decree
or judgment to which the Company is a party or by which it is bound.

         10. Acceleration Event. The Company shall give Employee at least ten
(10) business days' notice (or, if not practicable, such shorter notice as may
be reasonably practicable) prior to the anticipated closing date of a
transaction which the Board of Directors of the Company determines to be a
change of control of the Company in circumstances where it is appropriate to
accelerate the vesting of employee stock options. Upon receipt of such notice,
all stock options of Employee shall become immediately exercisable in full, and
until the day before such anticipated closing date (or such shorter period as
the Company shall reasonably determine and so notify Employee), Employee shall
be permitted to exercise all options with respect to up to the entire number of
shares of the Company's common stock covered thereby. The Company may in such
notice require that upon the close of the period described above during which an
option may be so exercised such option shall terminate to the extent that it has
not theretofore been exercised. Notwithstanding the foregoing, in the event the
event which was the subject of such notice is not closed, options which were
exercised shall be deemed not to have been exercised, any consideration received
by the Company on account of the exercise price thereof shall be returned, and
such options shall be exercisable thereafter (disregarding any acceleration of
vesting as provided for above, which shall then be of no effect) to the same
extent they would have been exercisable if no such notice had been given.

         11. Merger, Etc.

                  (a) If the Company merges with, or transfers all or
substantially all of its assets to, or as part of a reorganization,
restructuring or other transaction becomes a subsidiary of, another entity, such
other entity shall be deemed to be the successor to the Company hereunder, and
the term "Company" as used herein shall mean such other entity as is
appropriate, and this Agreement shall continue in full force and effect.

                  (b) If the Company transfers part of its assets to another
entity owned by the shareholders of the Company (or any substantial portion of
them), or distributes stock or other interests in a subsidiary or affiliate of
the Company to the shareholders of the Company (or any substantial portion of
them), and Employee works for the portion of the Company or the entity so
transferred, then such other entity shall be deemed the successor to the Company
hereunder, the term "Company" as used herein shall mean such other entity, and
this Agreement shall continue in full force and effect.

                                       8


<PAGE>

         12. Jurisdiction; Governing Law. Litigation concerning this Agreement,
if initiated by or on behalf of Employee, shall be brought only in a state or
federal court in the Eastern District of Pennsylvania, or, if initiated by the
Company, in such jurisdiction or in the jurisdiction in which Employee then
resides or works. Employee consents to jurisdiction in the Eastern District of
Pennsylvania without regard to Employee's residence or place of business.
Employee and the Company irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds of forum non
conveniens, which it may now or hereafter have to the bringing of any action or
proceeding in such jurisdiction. Employee and the Company acknowledge and agree
that any service of legal process by mail constitutes proper legal service of
process under applicable law in any such action or proceeding. This Agreement
shall be interpreted and enforced in accordance with the substantive law of the
Commonwealth of Pennsylvania, without regard to any choice-of-law doctrines. In
any litigation concerning this Agreement, the prevailing party shall be entitled
to reimbursement from the other party for all costs of defending or maintain
such action, including reasonable attorneys' fees.

         13. Notices. All notices referred to in this Agreement shall be given
in writing and shall be effective: (a) if given by facsimile, when transmitted
to the telecopy number below and an appropriate facsimile confirmation is
received; or (b) if given by registered or certified mail, when received at the
following address (with an appropriate receipt received):

                  if to Company to:

                  c/o Comcast Corporation
                  1500 Market Street
                  Philadelphia, PA  19102
                  Attention:  General Counsel
                  FAX: (215) 981-7794; and

                  if to Employee to:  the Employee's address as indicated in the
                  Company's records from time to time.

         14. Prior Agreement. This Agreement supercedes in its entirety the
Executive Employment Agreement between the parties dated May 31, 2000, as
amended by First Amendment to Executive Employment Agreement dated July 30,
2001.

                                       9


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.


                                          COMCAST CORPORATION


                                          By: /s/ Arthur R. Block
                                             ----------------------------------


                                             EMPLOYEE:

                                          /s/ Stephen B. Burke
                                          ------------------------------
                                          Stephen B. Burke


                                       10


<PAGE>


                                   SCHEDULE 1
                                   ----------


1.       Position: Executive Vice President, Comcast Corporation; and President
         of the Cable Division of Comcast Corporation.

2.       Base Salary: $1,225,230.

3.       Base Salary Increases: The greater of (i) 5% of the previous year's
         Base Salary or (ii) the percentage increase during the previous year in
         the Consumer Price Index for all urban consumers published by the U.S.
         Department of Labor or (if such index is discontinued) the nearest
         equivalent index, up to a maximum of 10%.

4.       Cash Bonus/ Restricted Stock Grant Terms:

         a.       Cash bonuses on account of 2003 (payable in 2004) under the
                  Company's Supplemental Cash Bonus Plan and Executive Cash
                  Bonus Plan will be paid pursuant to their existing terms.

         b.       Cash bonus of 50% of Base Salary, on account of 2004 (payable
                  in 2005) and 2005 (payable in 2006), under the Company's
                  Supplemental Cash Bonus Plan.

         c.       Cash bonus of 50% of Base Salary, on account of 2004 (payable
                  in 2005) through 2008 (payable in 2009), under the Company's
                  Executive Cash Bonus Plan.

         d.       Cash signing bonus of $3,032,000, payable in January 2004.

         e.       Grant of restricted stock to be made in January 2004, on the
                  following terms: 300,000 shares of Class A Common Stock;
                  vesting 100,000 shares in January 2005 and 50,000 shares each
                  in January 2006 through January 2009.

5.       Base Salary Continuation Period following Discharge Without Cause by
         the Company or Termination by Employee with Good Reason: 24 months.

6.       Cash Bonus/Restricted Stock Continued Vesting Period following
         Discharge Without Cause: 12 months.




                                       11


                                                                      Exhibit 31

                                 CERTIFICATIONS

I, Brian L. Roberts, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Comcast Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within
 those entities, particularly during the period in
         which this report is being prepared;

     b)  [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date: May 5, 2004



/s/ Brian L. Roberts
--------------------------------------------
Name: Brian L. Roberts
Chief Executive Officer




<PAGE>






I, Lawrence S. Smith, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Comcast Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: May 5, 2004


/s/ Lawrence S. Smith
--------------------------------------------
Name: Lawrence S. Smith
Co-Chief Financial Officer





<PAGE>




I, John R. Alchin, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Comcast Corporation;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986.]

     c)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     d)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.

Date: May 5, 2004


/s/ John R. Alchin
--------------------------------------------
Name: John R. Alchin
Co-Chief Financial Officer



                                                                      Exhibit 32





         Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

                                                                     May 5, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted in connection with the
quarterly report on Form 10-Q of Comcast Corporation (the "Report") for the
purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities
Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of
Title 18 of the United States Code.

Brian L. Roberts, the Chief Executive Officer, Lawrence S. Smith, the Co-Chief
Financial Officer and John R. Alchin, the Co-Chief Financial Officer of Comcast
Corporation, each certifies that, to the best of his knowledge:

     1.   the Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Exchange Act; and

     2.   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of Comcast Corporation.


                     /s/ Brian L. Roberts
                     --------------------------------------
                     Name: Brian L. Roberts
                     Chief Executive Officer


                     /s/ Lawrence S. Smith
                     --------------------------------------
                     Name: Lawrence S. Smith
                     Co-Chief Financial Officer


                     /s/ John R. Alchin
                     --------------------------------------
                     Name: John R. Alchin
                     Co-Chief Financial Officer