EXHIBIT 10.116








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



                                CREDIT AGREEMENT
                          dated as of December 3, 1999

                                      among

                          CENTURY-TCI CALIFORNIA, L.P.

                                 CERTAIN LENDERS

                                SOCIETE GENERALE
                                       and
                         DEUTSCHE BANK SECURITIES INC.,
                            as Co-Syndication Agents

                           SALOMON SMITH BARNEY INC.,
                     as Lead Arranger and Sole Book Manager

                               MELLON BANK, N.A.,
                             as Documentation Agent

                                       and

                                 CITIBANK, N.A.,

                             as Administrative Agent

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




<PAGE>


<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                  This Table of Contents is not part of the Agreement to which
it is attached but is inserted for convenience of reference only.

                                                                                                               Page

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

<S>                                                                                                           <C>
Section 1.01.  Certain Defined Terms..............................................................................2
Section 1.02.  Computation of Time Periods.......................................................................25
Section 1.03.  Accounting Terms; Changes in GAAP.................................................................25

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                            AND THE LETTERS OF CREDIT

Section 2.01.  The Advances......................................................................................26
Section 2.02.  Making the Advances...............................................................................27
Section 2.03.  Repayment.........................................................................................28
Section 2.04.  Termination or Reduction of the Commitments.......................................................29
Section 2.05.  Prepayments, Etc..................................................................................31
Section 2.06.  Interest..........................................................................................32
Section 2.07.  Fees..............................................................................................33
Section 2.08.  Conversion and Continuation of Advances...........................................................34
Section 2.09.  Increased Costs, Illegality, Etc..................................................................35
Section 2.10.  Payments and Computations.........................................................................36
Section 2.11.  Taxes.............................................................................................38
Section 2.12.  Sharing of Payments, Etc..........................................................................40
Section 2.13.  Letters of Credit.................................................................................41
Section 2.14.  Replacement of Lenders, Etc.......................................................................44

                                   ARTICLE III

                              CONDITIONS OF LENDING

Section 3.01.  Initial Extensions of Credit......................................................................45
Section 3.02.  Conditions Precedent to Term Borrowing............................................................48
Section 3.03.  Conditions Precedent to Each Borrowing and Issuance...............................................48
Section 3.04.  Determinations Under Section 3.01.................................................................48

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Section 4.01.  Organization; Powers..............................................................................49
Section 4.02.  Authorization.....................................................................................49
Section 4.03.  Enforceability....................................................................................49
Section 4.04.  Governmental Approvals............................................................................50
Section 4.05.  Financial Statements..............................................................................50
Section 4.06.  No Material Adverse Change........................................................................50
Section 4.07.  Title to Properties, Etc..........................................................................51
Section 4.08.  Subsidiaries; Other Equity Investments............................................................51
Section 4.09.  Litigation; Compliance with Laws..................................................................51
Section 4.10.  Agreements........................................................................................52
Section 4.11.  Federal Reserve Regulations.......................................................................52
Section 4.12.  Investment Company Act; Public Utility Holding Company Act........................................52
Section 4.13.  Tax Returns.......................................................................................52
Section 4.14.  No Material Misstatements.........................................................................52
Section 4.15.  Pension and Welfare Plans.........................................................................53
Section 4.16.  Environmental Matters.............................................................................53
Section 4.17.  Insurance.........................................................................................53
Section 4.18.  Solvency..........................................................................................53
Section 4.19.  Intellectual Property.............................................................................54
Section 4.20.  Year 2000.........................................................................................54
Section 4.21.  Franchises........................................................................................54
Section 4.22.  FCC Licenses, Utilities Etc.......................................................................54
Section 4.23.  The CATV Systems..................................................................................55
Section 4.24.  Certain Agreements................................................................................56

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

Section 5.01.  Financial Statements, Reports, Etc................................................................56
Section 5.02.  Other Notices.....................................................................................58
Section 5.03.  Existence; Businesses and Properties..............................................................58
Section 5.04.  Insurance.........................................................................................59
Section 5.05.  Obligations and Taxes.............................................................................59
Section 5.06.  Notice of Certain Events Relating to Pension Plans................................................59
Section 5.07.  Maintaining Records; Access to Properties and Inspections.........................................59
Section 5.08.  Environmental Laws................................................................................60
Section 5.09.  Guarantees and Collateral; Ownership of Restricted Subsidiaries...................................60
Section 5.10.  Franchises........................................................................................61
Section 5.11.  Use of Proceeds...................................................................................61
Section 5.12.  Accuracy of Information...........................................................................61

                                   ARTICLE VI

                               NEGATIVE COVENANTS

Section 6.01.  Indebtedness......................................................................................62
Section 6.02.  Liens.............................................................................................63
Section 6.03.  No Other Negative Pledge; Restrictive Agreements..................................................65
Section 6.04.  Unrestricted Subsidiaries.........................................................................66
Section 6.05.  Sale and Lease-Back Transactions..................................................................66
Section 6.06.  Investments.......................................................................................66
Section 6.07.  Prohibition of Fundamental Changes................................................................67
Section 6.08.  Restricted Transactions...........................................................................70
Section 6.09.  Transactions with Affiliates......................................................................71
Section 6.10.  Management Fees...................................................................................71
Section 6.11.  Lines of Business.................................................................................71
Section 6.12.  Certain Restrictions Applicable to Senior Unsecured and Subordinated Indebtedness.................71
Section 6.13.  Financial Covenants...............................................................................72
Section 6.14.  Modifications to Certain Agreements, Etc..........................................................73

                                   ARTICLE VII

                                EVENTS OF DEFAULT

Section 7.01.  Events of Default.................................................................................73
Section 7.02.  Actions in Respect of the Letters of Credit Upon Default..........................................76

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

Section 8.01.  Authorization and Action..........................................................................76
Section 8.02.  Administrative Agent's Reliance, Etc..............................................................77
Section 8.03.  Citibank and Affiliates...........................................................................77
Section 8.04.  Lender Credit Decision............................................................................77
Section 8.05.  Indemnification...................................................................................78
Section 8.06.  Right to Request Further Indemnification..........................................................78
Section 8.07.  Successor Administrative Agent....................................................................78
Section 8.08.  Co-Syndication Agents and other Titles............................................................78

                                   ARTICLE IX

                                  THE GUARANTEE

Section 9.01.  The Guarantee.....................................................................................79
Section 9.02.  Obligations Unconditional, Etc....................................................................79
Section 9.03.  Reinstatement.....................................................................................85
Section 9.04.  Subrogation.......................................................................................85
Section 9.05.  Remedies..........................................................................................85
Section 9.06.  Instrument for the Payment of Money...............................................................85
Section 9.07.  Continuing Guarantee..............................................................................86
Section 9.08.  Rights of Contribution............................................................................86
Section 9.09.  General Limitation on Guarantee Obligations.......................................................86

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01.  Amendments, Consents, Etc........................................................................87
Section 10.02.  Notices, Etc.....................................................................................88
Section 10.03.  No Waiver; Remedies..............................................................................88
Section 10.04.  Costs, Expenses and Indemnification..............................................................89
Section 10.05.  Right of Setoff..................................................................................90
Section 10.06.  Governing Law; Submission to Jurisdiction........................................................90
Section 10.07.  Assignments and Participations...................................................................91
Section 10.08.  Execution in Counterparts........................................................................95
Section 10.09.  No Liability of Any Issuing Bank.................................................................95
Section 10.10.  Confidentiality..................................................................................95
Section 10.11.  Waiver Of Jury Trial.............................................................................96
Section 10.12.  Survival.........................................................................................96
Section 10.13.  Captions.........................................................................................96
Section 10.14.  Successors and Assigns...........................................................................96
Section 10.15.  Limited Recourse.................................................................................96
</TABLE>


<PAGE>





<TABLE>

                                    SCHEDULES

<S>                      <C>
Schedule 2.01                  List of Commitments
Schedule 4.08                  Subsidiaries; other Equity Investments
Schedule 4.10                  Restrictive Agreements
Schedule 4.16                  Environmental Matters
Schedule 4.17                  Insurance
Schedule 4.21                  Franchises
Schedule 4.23                  Certain Matters Relating to Systems
Schedule 6.01(b)               Certain Existing Indebtedness
Schedule 6.01(h)               Terms of Subordination Applicable to New Affiliate Indebtedness
Schedule 6.02                  Certain Existing Liens

                                    EXHIBITS

EXHIBIT A-1.......         Form of Revolving Credit Note
EXHIBIT A-2.......         Form of Term Note
EXHIBIT B.........         Form of Notice of Borrowing
EXHIBIT C-1.......         Form of Opinion of Special Counsel to the Credit Parties
EXHIBIT C-2.......         Form of Opinion of Deputy General Counsel to Adelphia
EXHIBIT D.........         Form of Opinion of Special New York Counsel to Citibank
EXHIBIT E.........         Form of Assignment and Acceptance
EXHIBIT F.........         Form of Management Fee Subordination Agreement
EXHIBIT G.........         Form of Assumption Agreement
EXHIBIT H-1.......         Form of Partners Pledge Agreement
EXHIBIT H-2.......         Form of Credit Party Pledge Agreement
EXHIBIT I.........         Form of Compliance Calculation

</TABLE>

<PAGE>


                                      - 8 -

                                CREDIT AGREEMENT

                  CREDIT AGREEMENT dated as of December 3, 1999 among:

         (1)      CENTURY-TCI CALIFORNIA, L.P., a Delaware limited partnership
                  (the "Borrower")


         (2)      each of the GUARANTORS identified on the signature pages
                  hereto under the caption "Guarantors", and each other entity
                  that becomes a "Guarantor" after the date hereof pursuant to
                  Section 5.09 (individually, a "Guarantor" and, collectively,
                  the "Guarantors" and, together with the Borrower, the "Credit
                  Parties");

         (3)      each of the lenders (the "Initial Lenders") listed on the
                  signature pages hereof; and


         (4)      CITIBANK, N.A., as administrative agent (together with its
                  successors in such capacity, the
                  "Administrative Agent") for the Lenders hereunder.



                                              PRELIMINARY STATEMENTS:

                  Capitalized terms used in these Preliminary Statements and not
otherwise defined have the meanings assigned to them in Section 1.01.

                  (a) The Borrower is a limited partnership formed to own and
         operate certain cable television systems and related businesses in
         various municipalities located in Southern California. In that
         connection, the Borrower has requested that the Lenders extend credit
         to the Borrower in an aggregate principal or face amount not exceeding
         $1,000,000,000 (i) to fund distributions to Century and TCI in
         connection with the contribution of such cable systems by Century and
         TCI to the Borrower, (ii) to refinance existing indebtedness of the
         Borrower assumed by the Borrower upon the contribution of such cable
         systems, (iii) to provide working capital from time to time to the
         Borrower and its Subsidiaries, (iv) for other general business purposes
         and (v) to pay certain fees and expenses, in each case as more
         particularly described herein.

                  (b) To induce the Lenders to extend such credit, the parties
         hereto propose to enter into this Agreement providing, inter alia, for
         the Lenders to extend such credit to the Borrower by means of loans and
         letters of credit and for each Guarantor to guarantee the credit so
         extended, each of the Guarantors expecting to derive benefit, directly
         or indirectly, from the credit so extended to the Borrower.

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

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

                  Section 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

                  "Accountants" means any of PricewaterhouseCoopers, Ernst &
Young, Arthur Andersen, KPMG Peat Marwick or Deloitte and Touche, any of their
respective successors or any other independent public accountants reasonably
acceptable to the Administrative Agent.

                  "Acquisition" means any acquisition by the Borrower or its
Restricted Subsidiaries of (a) any other Person which owns and operates a CATV
System or those businesses in which other Persons in the cable industry are
engaged, which Person shall then become consolidated with the Borrower in
accordance with GAAP or (b) any CATV System or those businesses in which other
Persons in the cable industry are engaged. The term "Acquisition" shall exclude
Asset Swaps.

                  "Adelphia" means Adelphia Communications Corporation, a
Delaware corporation.


                  "Administrative Agent" has the meaning specified in the
recital of parties to this Agreement.

                  "Administrative Agent's Account" means the account of the
Administrative Agent maintained by the Administrative Agent at Citibank at its
office at Two Penns Way, Suite 200, New Castle, Delaware, 19720, Attention: Tim
Cassidy, Assistant Manager (or his successor), or such other account maintained
by the Administrative Agent as may be designated by the Administrative Agent in
a written notice to the Lenders, the Issuing Banks and the Borrower.

                  "Administrative Questionnaire" means an administrative
questionnaire in a form supplied by the Administrative Agent.

                  "Advance" means a Revolving Credit Advance or a Term Advance
as the context shall require.

                  "Affiliate" means, with respect to any Person (the
"Principal") any other Person (a) which directly or indirectly through one or
more intermediaries controls, or is controlled by, or is under common control
with, the Principal, or (b) thirty-five percent (35%) or more of the voting
stock (or in case such other Person is not a corporation, thirty-five percent
(35%) or more of the equity interest) of which is beneficially owned or held by
the Principal. The term "Control" means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or
otherwise.

                  "Annualized Operating Cash Flow" means, as at any date,
Operating Cash Flow for the fiscal quarter ending on or most recently ended
prior to such date multiplied by four.

                  "Applicable Commitment Fee Rate" means 0.375%; provided that,
if the Leverage Ratio as at the last day of any fiscal quarter of the Borrower
shall fall below 5.00 to 1 then, subject to the delivery to the Administrative
Agent of a certificate of a Financial Officer of the Borrower demonstrating such
fact (which certificate shall accompany the financial statements for such fiscal
quarter delivered under Section 5.01 on which the calculation of such Leverage
Ratio is based) prior to the end of the next succeeding fiscal quarter (or prior
to such later date as the financial statements for such fiscal quarter are
required to be delivered pursuant to Section 5.01), the "Applicable Commitment
Fee Rate" shall be adjusted downwards to .250% per annum during the period
commencing on the second Business Day following the date of receipt of such
certificate to but not including the date the next succeeding such certificate
to be delivered hereunder is delivered or due, whichever is earlier.

                  Notwithstanding the foregoing, the Applicable Commitment Fee
Rate otherwise applicable on any day shall be increased by 0.125% during all
periods in which the sum of the then aggregate unpaid principal amount of the
Advances and the then aggregate amount of all outstanding Letter of Credit
Liabilities is less than 50% of the sum of the Commitments during such period
(it being understood that, after the Term Advances have been made and the Term
Commitment utilized in full, the aggregate outstanding Term Commitments for
purposes hereof on any day shall be deemed to be equal to the aggregate
outstanding principal amount of the Term Advances on such day).

                  "Applicable Lending Office" means, with respect to each
Lender, such Lender's Domestic Lending Office in the case of a Base Rate Advance
and such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
Advance.

                  "Applicable Letter of Credit Fee Rate" means, at any time, a
rate per annum equal to the Applicable Margin for Eurodollar Rate Advances in
effect at such time.

                  "Applicable Margin" means (a) with respect to all Base Rate
Advances, 0.750% per annum and (b) with respect to all Eurodollar Rate Advances,
1.750% per annum; provided that at all times after the date six months following
the Closing Date, if the Leverage Ratio as at the last day of any fiscal quarter
of the Borrower shall fall within any of the ranges specified in the schedule
below, then, subject to the delivery to the Administrative Agent of a
certificate of a Financial Officer of the Borrower demonstrating such fact
(which certificate shall accompany the financial statements for such fiscal
quarter delivered under Section 5.01 on which the calculation of such Leverage
Ratio is based) prior to the end of the next succeeding fiscal quarter (or prior
to such later date as the financial statements for such fiscal quarter are
required to be delivered pursuant to Section 5.01), the "Applicable Margin"
shall be adjusted upwards or downwards, as the case may be, to the percentage
per annum for the respective Type of Advance set forth opposite the reference to
such range in such schedule during the period commencing on the second Business
Day following the date of receipt of such certificate to but not including the
date the next succeeding such certificate to be delivered hereunder is delivered
or due, whichever is earlier:

<TABLE>
<CAPTION>

                                                           Applicable Margin (% p.a.)

                  Range of Leverage Ratio                   Base Rate    Eurodollar Rate

                                                             Advances      Advances

<S>                                                         <C>            <C>
                  Greater than or equal to 6.00 to 1          1.000%         2.000%

                  Greater than or equal to 5.75 to 1
                     but less than 6.00 to 1                  0.750%         1.750%

                  Greater than or equal to 5.25 to 1
                     but less than 5.75 to 1                  0.500%         1.500%

                  Greater than or equal to 4.75 to 1
                     but less than 5.25 to 1                  0.250%         1.250%

                  Greater than or equal to 4.00 to 1
                     but less than 4.75 to 1                  0.000%         1.000%

                  Less than 4.00 to 1                         0.000%         0.750%
</TABLE>

                  "Arranging Agents" means, collectively, Salomon Smith Barney
Inc., Societe Generale, Deutsche

Bank Securities Inc., and Mellon Bank, N.A.

                  "Asset Sale" means any sale, lease, assignment, transfer or
other disposition of any property (whether now owned or hereafter acquired,
whether in one transaction or a series of related transactions and whether by
way of merger or otherwise) by the Borrower or any Restricted Subsidiary,
including, without limitation, any such sale, assignment, transfer or other
disposition of any capital stock or other ownership interests of any Subsidiary
of the Borrower or a Subsidiary of a Restricted Subsidiary of the Borrower, and
the sale of any one or more CATV Systems. The term "Asset Sale" shall exclude
Asset Swaps.

                  "Asset Swap" means any transaction or series of related
transactions pursuant to which the Borrower or one or more of its Restricted
Subsidiaries shall exchange one or more CATV Systems owned by the Borrower and
its Restricted Subsidiaries for one or more CATV Systems owned by third parties.

                  "Assignment and Acceptance" means an assignment and acceptance
entered into by a Lender and an assignee, and accepted by the Administrative
Agent, in accordance with Section 10.07 and in substantially the form of Exhibit
E.

                  "Available Amount" of any Letter of Credit means the maximum
amount available to be drawn under such Letter of Credit (assuming compliance
with all conditions to drawing specified therein).

                  "Bankruptcy Code" means Title 11 of the United States Code, as
from time to time amended.

                  "Base Rate" means a fluctuating interest rate per annum in
effect from time to time, which rate per annum shall at all times be equal to
the higher of (a) the rate of interest announced publicly by Citibank in New
York, New York, from time to time, as Citibank's base rate and (b) 0.50% per
annum above the Federal Funds Rate. Each change in any interest rate provided
for herein based upon the Base Rate resulting from a change in the Base Rate
shall take effect at the time of such change in the Base Rate.

                  "Base Rate Advance" means an Advance that bears interest as
provided in Section 2.06(a)(i).

                  "Borrower" has the meaning specified in the recital of parties
to this Agreement.

                  "Borrower's Account" means the account of the Borrower
maintained with Citibank, at its office at 399 Park Avenue, New York, New York
10043; or such other account maintained by the Borrower with Citibank and
designated by the Borrower in a written notice to the Administrative Agent.

                  "Borrowing" means a Revolving Credit Borrowing or a Term
Borrowing as the context shall require.

                  "Business Day" means any day on which banks are not required
or authorized to close in New York City, and, if such Business Day relates to a
Eurodollar Rate Advance, on which dealings are carried on in the London
interbank market.

                  "Capital Contribution" means, as at any date of determination
thereof, the sum of (a) the aggregate net cash proceeds received (i) by the
Borrower during the period commencing on the date immediately following the
Closing Date through and including such date of determination in respect of
equity contributions and New Affiliate Indebtedness and (ii) by Restricted
Subsidiaries during such period in respect of equity contributions (other than
equity contributions made by the Borrower or other Restricted Subsidiaries) plus
(b) the fair market value of any property (including any CATV Systems)
contributed (i) to the Borrower as additional equity capital during such period
and (ii) to the Restricted Subsidiaries as additional equity capital during such
period (other than any such contribution made by the Borrower or other
Restricted Subsidiaries).

                  "Capital Expenditures" means, for any period, the sum (for the
Borrower and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP), of (a) the aggregate amount of
payments made for the rental, lease, purchase, construction or use of any
property the value or cost of which, under GAAP, would appear on a consolidated
balance sheet of the Borrower and its Restricted Subsidiaries in the category of
property, plant or equipment during such period, minus (b) the aggregate Capital
Contributions made in cash to finance such payments.

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

                  "Capital Security" means (a) any share, membership,
partnership or other percentage interest, unit of participation, membership
interests or limited liability company interests in any limited liability
company or in each case other equivalent (however designated) of a corporate
equity security or other equity interest in a Person; and (b) any debt security
or other evidence of Indebtedness which is convertible into or exchangeable for,
or any option, warrant or other right to acquire, any Capital Security of any
type referred to in clause (a) of this definition.

                  "Cash Interest Coverage Ratio" means, as of the last day of
any fiscal quarter, the ratio of (a) Operating Cash Flow for such fiscal quarter
to (b) Interest Expense for such fiscal quarter.

                  "CATV System" means any cable distribution system that
receives broadcast signals by antennae, microwave transmission, satellite
transmission or any other form of transmission and that amplifies such signals
and distributes them to Persons who pay to receive such signals.

                  "Century" means Century Exchange L.L.C., a Delaware limited
liability company.


                  "Change in Control" means (a) Adelphia shall cease for any
reason to own, directly or indirectly, at least 51% of the partnership interests
of the Borrower, (b) Adelphia or its Subsidiaries shall cease for any reason to
be the only managing general partner of the Borrower or (c) the Rigas Family
shall fail to control, directly or indirectly, more than 50% of the total number
of votes that holders of Adelphia's Capital Securities (of the type described in
clause (a) of the definition of Capital Security) are then entitled to vote
(which, on the date hereof, consists of the Class "A" common stock and Class "B"
common stock of Adelphia).

                  "Citibank" means Citibank, N.A., a national banking
association, and its successors.


                  "Closing Date" means the date upon which the initial extension
of credit hereunder is made.

                  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued
thereunder.

                  "Commitment" means a Revolving Credit Commitment or a Term
Commitment, as the context shall require.

                  "Confidential Information" means information identified as
being confidential that the Borrower or any of its Restricted Subsidiaries
furnishes to the Administrative Agent or any Lender, but does not include any
such information once such information has become generally available to the
public or once such information has become available to the Administrative Agent
or any Lender from a source other than the Borrower or any of its Restricted
Subsidiaries (unless, in either case, such information becomes so available as a
result of the breach by the Administrative Agent or a Lender of its duty of
confidentiality set forth in Section 10.10).

                  "Confidential Information Memorandum" means the Confidential
Information Memorandum of the Borrower dated October, 1999.

                  "Continuation", "Continue" and "Continued" each refers to a
continuation of Eurodollar Rate Advances from one Interest Period to the next
Interest Period pursuant to Section 2.08.

                  "Contributed Systems" means the CATV Systems to be contributed
to the Borrower by Century, TCI and their respective Affiliates pursuant to the
Contribution Agreement and the Exchange Agreement.

                  "Contribution Agreement" means the Asset Contribution
Agreement dated as of November 18, 1998 among the Borrower, Century, certain
Affiliates of Century, TCI, and certain Affiliates of TCI, as amended by
Amendment No. 1 to Asset Contribution Agreement dated as of January 29, 1999,
pursuant to which Century and TCI agree to contribute CATV Systems to the
Borrower, as said Agreement shall, subject to Section 6.14, be modified and
supplemented and in effect from time to time.

                  "Controlled Group" means all members of a controlled group of
corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414(b) or 414(c) of the
Code or Section 4001 of ERISA.

                  "Conversion", "Convert" and "Converted" each refers to a
conversion of Advances of one Type into Advances of the other Type pursuant to
Section 2.08 or 2.09.

                  "Credit Agreement Transactions" means the transactions
contemplated by this Agreement and the other Loan Documents (including, without
limitation, the execution, delivery and performance by the Obligors of the Loan
Documents, the incurrence of liabilities by the Obligors under the Loan
Documents and the extensions of credit hereunder) and any actual or proposed use
by the Borrower or any of its Subsidiaries of the proceeds of any of the
extensions of credit hereunder.

                  "Credit Parties" has the meaning assigned to such term in the
recitals of parties to this Agreement.

                  "Credit Party Pledge Agreement" means a Pledge Agreement
between the Credit Parties and the Administrative Agent, substantially in the
form of Exhibit H-2 hereto, as said Agreement shall be modified and supplemented
and in effect from time to time.

                  "Default" means any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or both.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" in the
Administrative Questionnaire of such Lender or in the Assignment and Acceptance
pursuant to which it became a Lender, or such other office of such Lender as
such Lender may from time to time specify to the Administrative Agent.

                  "Environment" means ambient air, surface water and groundwater
(including potable water, navigable water and wetlands), the land surface or
subsurface strata or as otherwise defined in any Environmental Law.

                  "Environmental Claim" means any written allegation, notice of
violation, claim, demand, order, directive, cost recovery action or other cause
of action by, or on behalf of, any Governmental Authority or any Person for
damages, injunctive or equitable relief, personal injury (including sickness,
disease or death), Remedial Action costs, tangible or intangible property
damage, natural resource damages, nuisance, pollution, any adverse effect on the
environment caused by any Hazardous Material, or for fines, penalties or
restrictions, resulting from or based upon (a) the threat, the existence, or the
continuation of the existence, of a Release (including sudden or non-sudden,
accidental or non-accidental Releases), (b) exposure of human beings to any
Hazardous Material, (c) the presence, use, handling, transportation, storage,
treatment or disposal of any Hazardous Material or (d) the violation or alleged
violation of any Environmental Law or Environmental Permit.

                  "Environmental Law" means any and all applicable present and
future treaties, laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
Release or threatened Release of any Hazardous Material or to health and safety
matters, including the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C.ss.ss.9601 et seq. (collectively
"CERCLA"), the Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Action of 1976 and Hazardous and Solid Waste Amendments of 1984, 42
U.S.C.ss.ss.6901 et seq., the Federal Water Pollution Control Act, as amended,
33 U.S.C.ss.ss.1251 et seq., the Clean Air Act of 1970, as amended, 42
U.S.C.ss.ss. 7401 et seq., the Toxic Substances Control Act of 1976, 15
U.S.C.ss.ss.2601 et seq., those portions of the Occupational Safety and Health
Act of 1970, as amended, 29 U.S.C.ss.ss.651 et seq., applicable to employees,
the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C.ss.ss.11001 et seq., the Safe Drinking Water Act of 1974, as amended, 42
U.S.C.ss.ss.300(f) et seq., the Hazardous Materials Transportation Act, 49
U.S.C.ss.ss. 5101 et seq., and all amendments or regulations promulgated under
any of the foregoing.

                  "Environmental Permit" means any permit, approval,
authorization, certificate, license, variance, filing or permission required by
or from any Government Authority pursuant to any Environmental Law.

                  "ERISA" means the Employee Retirement Income Security Act of
1974, as the same may be amended from time to time.

                  "Eurocurrency Liabilities" has the meaning specified in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

                  "Eurodollar Base Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Borrowing, the rate
appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Administrative Agent from time
to time for purposes of providing quotations of interest rates applicable to
U.S. dollar deposits in the London interbank market) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest
Period, as the rate for U.S. dollar deposits with a maturity comparable to such
Interest Period. In the event that such rate is not available at such time for
any reason, then the "Eurodollar Base Rate" with respect to such Eurodollar Rate
Advance for such Interest Period shall be the rate at which U.S. dollar deposits
of $5,000,000, and for a maturity comparable to such Interest Period, are
offered by the principal London office of the Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such
Interest Period.

                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" in the
Administrative Questionnaire of such Lender or in the Assignment and Acceptance
pursuant to which it became a Lender (or, if no such office is specified, its
Domestic Lending Office), or such other office of such Lender as such Lender may
from time to time specify to the Administrative Agent.

                  "Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same Borrowing, an interest rate
per annum equal to the rate per annum obtained by dividing (a) Eurodollar Base
Rate for such Eurodollar Rate Advance by (b) a percentage equal to 100% minus
the Eurodollar Rate Reserve Percentage for such Interest Period.

                  "Eurodollar Rate Advance" means an Advance that bears interest
as provided in Section 2.06(a)(ii).

                  "Eurodollar Rate Reserve Percentage" means, for any Interest
Period for each Eurodollar Rate Advance comprising part of the same Borrowing,
the reserve percentage (if any) applicable two Business Days before the first
day of such Interest Period under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other marginal reserve requirement) for a member bank
of the Federal Reserve System in New York City with deposits exceeding
$1,000,000,000 with respect to liabilities or assets consisting of or including
Eurocurrency Liabilities (or with respect to any other category of liabilities
that includes deposits by reference to which the interest rate on Eurodollar
Rate Advances is determined) having a term equal to such Interest Period.

                  "Events of Default" has the meaning specified in Section 7.01.

                  "Excess Cash Balance" means the sum of unencumbered cash and
cash equivalents.

                  "Exchange Agreement" means the Asset Exchange Agreement dated
as of November 18, 1998 among the Borrower and TCI of East San Fernando, L.P.
("TCI San Fernando") as amended by Amendment No. 1 to Asset Exchange Agreement
dated as of January 29, 1999, pursuant to which the Borrower conveys certain
assets to TCI San Fernando and TCI San Fernando conveys CATV Systems to the
Borrower, as said Agreement shall, subject to Section 6.14, be modified and
supplemented and in effect from time to time.

                  "Excluded Period" means, with respect to any additional amount
payable under Section 2.09 or 2.13, the period ending 180 days prior to the
applicable Lender's delivery of a certificate referenced in Section 2.09(a),
2.09(b) or 2.13(d), as applicable, with respect to such additional amount.

                  "Existing Affiliate Indebtedness" means Indebtedness of the
Borrower to one or more of its Affiliates assumed upon the contribution to the
Borrower of the Contributed Systems pursuant to the Contribution Agreement.

                  "Existing Credit Agreements" means (a) the Credit Agreement
dated as of August 4, 1995 among CCC-I Inc., Pullman TV Cable Co., Inc., and
Kootenai Cable, Inc., each as Borrowers, the Lenders therein, certain Co-Agents,
and Citibank, N.A., as Managing Agent, as such Agreement is in effect on the
date hereof, (b) the Credit Agreement dated as of June 30, 1994 among CCC-II
Inc., as Borrower, the Lenders therein, certain Co-Agents, and Citibank, N.A.,
as Managing Agent, as such Agreement is in effect on the date hereof, and (c)
the Credit Agreement dated as of April 15, 1997, among Citizens Century Cable
Television Venture, as Borrower, Societe Generale, New York Branch, as Agent,
the Syndication Agent and Co-Agents named therein, and the lenders from time to
time parties thereto, as such Agreement is in effect on the date hereof.

                  "Facility" means the Revolving Credit Facility or the Term
Facility and "Facilities" means both of them.

                  "FCC" means the Federal Communications Commission or any
governmental authority substituted therefor.

                  "FCC License" means any license or permit issued by the FCC,
including licenses issued in connection with the operation of community antenna
television systems, community antenna relay systems, microwave systems, earth
stations and businesses and other two-way radios.

                  "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day that is a Business Day, the average of the quotations for such day
for such transactions received by the Administrative Agent from three Federal
funds brokers of recognized standing selected by it.

                  "Financial Officer" of any Person means the chief financial
officer, chief accounting officer, treasurer or controller of such Person and,
in the case of the Borrower, Mike Mulcahey, so long as he is the Assistant
Treasurer of the Borrower.

                  "Fixed Charges" means, for any period, the sum (for the
Borrower and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP), of (a) all Interest Expense plus
(b) the aggregate outstanding principal amount of Revolving Credit Advances at
the beginning of such period less the maximum amount that will be available
under the Revolving Credit Commitment at the end of such period (which shall
never be less than zero) plus (c) with respect to Term Advances and any other
debt, the required amortization of principal thereof during such period plus (d)
Capital Expenditures plus (e) cash income taxes.

                  "Fixed Charges Ratio" means, as at (a) March 31, 2001, the
ratio of (x) Operating Cash Flow for the three month period then ended to (y)
Fixed Charges for such period, (b) June 30, 2001, the ratio of (x) Operating
Cash Flow for the three month period then ended multiplied by two to (y) Fixed
Charges for the six month period then ended, (c) September 30, 2001, the ratio
of (x) Operating Cash Flow for the three month period then ended multiplied by
three to (y) Fixed Charges for the nine month period then ended, and (d)
December 31, 2001 and the last day of each fiscal quarter ending thereafter, the
ratio of (x) Annualized Operating Cash Flow as at such date to (y) Fixed Charges
for the period of four fiscal quarters ending on such date.

                  "Franchise" means a franchise, license, authorization or right
by contract or otherwise to construct, own, operate, promote, extend and/or
otherwise exploit any CATV System operated or to be operated by the Borrower or
any of its Restricted Subsidiaries granted by any state, county, city, town,
village or other local or state government authority or by the FCC. The term
"Franchise" shall include each of the Franchises set forth on Schedule 4.21
hereto.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "Governmental Authority" means any Federal, state, provincial,
municipal, local or foreign court or governmental agency, authority,
instrumentality or regulatory body.

                  "Guarantee" of or by any Person means any obligation,
contingent or otherwise, of such Person guaranteeing any Indebtedness of any
other Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (a)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness or to purchase (or to advance or supply funds for the purchase
of) any security for the payment of such Indebtedness, (b) to purchase or lease
property, securities or services for the purpose of assuring the owner of such
Indebtedness of the payment of such Indebtedness or (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity
of the primary obligor so as to enable the primary obligor to pay such
Indebtedness; provided that the term "Guarantee" shall not include endorsements
for collection or deposit in the ordinary course of business.

                  "Guaranteed Obligations" has the meaning specified in Section
9.01.

                  "Guarantors" has the meaning specified in the recital of
parties to this Agreement.

                  "Hazardous Materials" means all explosive or radioactive
substances or wastes; hazardous or toxic substances or wastes; pollutants; and
solid, liquid or gaseous wastes, including petroleum or petroleum distillates,
asbestos or asbestos-containing materials, polychlorinated biphenyls ("PCBs") or
PCB-containing materials or equipment, radon gas, infectious or medical wastes
and all other substances or wastes of any nature to the extent regulated
pursuant to any Environmental Law.

                  "Hedging Agreement" means any Interest Rate Protection
Agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "Impermissible Qualification" means, relative to the opinion
or certification of any independent public accountant as to any financial
statement of the Borrower and its Restricted Subsidiaries on a consolidated
basis, any qualification or exception to such opinion or certification (a) which
is of a "going concern" or similar nature, (b) which relates to the limited
scope of examination of matters relevant to such financial statement, or (c)
which relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment
to such item the effect of which would be to cause the Borrower to be in default
of any of its obligations under Section 6.13.

                  "Indebtedness" of any Person means, without duplication:

                  (a)  all obligations of such Person for borrowed money;

                  (b)  all obligations of such Person evidenced by bonds,
         debentures, notes or similar instruments;

                  (c) all obligations of such Person 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 (excluding trade
         accounts payable and accrued obligations incurred in the ordinary
         course of business);

                  (e) all Indebtedness of others secured by (or for which the
         holder of such Indebtedness has an existing right, contingent or
         otherwise, to be secured by) any Lien on property owned or acquired by
         such Person, whether or not the obligations secured thereby have been
         assumed;

                  (f)  all Guarantees by such Person of Indebtedness of others;

                  (g)  all Capital Lease Obligations of such Person; and

                  (h) all obligations of such Person as an account party in
         respect of letters of credit and bankers' acceptances.

The Indebtedness of any Person shall include the Indebtedness of any partnership
in which such Person is a general partner, to the extent such Person is liable
therefor as a result of such ownership interest, except where the terms of such
Indebtedness otherwise provide that such Person is not liable therefor.

                  "Indemnified Party" means the Administrative Agent, each
Issuing Bank, each Lender, each Co-Syndication Agent named on the cover page of
this Agreement, the Lead Arranger and Sole Book Manager and Documentation Agent
identified on the signature pages hereof, and each of their respective officers,
partners, directors, employees, agents and advisors, and each other Person
controlling any of the foregoing within the meaning of either Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934, as amended.

                  "Initial Lenders" has the meaning specified in the recital of
the parties to this Agreement.

                  "Intellectual Property" means, collectively, copyrights,
patents and trademarks (including both registered and unregistered trade-marks
and service marks, designs and logos and all goodwill associated with the
foregoing).

                  "Interest Expense" means, for any period, the sum (for the
Borrower and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP), of (a) all accrued interest on
Total Debt (excluding, however, accrued interest on New Affiliate Indebtedness,
whether or not paid during such period) plus (b) the net amounts payable (or
minus the net amounts receivable) under Interest Rate Protection Agreements
accrued during such period (whether or not actually paid or received during such
period) plus (c) all fees and all other amounts that under GAAP would be treated
as interest expense, incurred hereunder during such period.

                  Notwithstanding the foregoing, if during any period for which
Interest Expense is being determined, the Borrower or any of its Restricted
Subsidiaries shall have consummated any Acquisition, Asset Sale or Asset Swap,
or any capital contribution of CATV Systems or other property shall have been
made to the Borrower or any of its Restricted Subsidiaries, then, for all
purposes of this Agreement, Interest Expense shall be determined on a pro forma
basis as if such Acquisition, Asset Sale, Asset Swap or capital contribution (as
the case may be) had been made or consummated (and any related Indebtedness
incurred or repaid) on the first day of such period.

                  "Interest Period" means, for each Eurodollar Rate Advance
comprising part of the same Borrowing, the period commencing on the date of such
Eurodollar Rate Advance or the date of the Conversion of any Base Rate Advance
into such Eurodollar Rate Advance, and ending on the last day of the period
selected by the Borrower pursuant to the provisions below and, thereafter, each
subsequent period commencing on the last day of the immediately preceding
Interest Period and ending on the last day of the period selected by the
Borrower pursuant to the provisions below. The duration of each such Interest
Period shall be one, two, three or six months, or (if agreed to by all Lenders
required to make such Advance) twelve months, as the Borrower may, upon notice
received by the Administrative Agent not later than 12:00 noon (New York City
time) on the third Business Day prior to the first day of such Interest Period,
select; provided that:

                  (a)  no Interest Period for any Advance may end after the
         Revolving Credit Commitment Termination Date;

                  (b) whenever the last day of any Interest Period would
         otherwise occur on a day other than a Business Day, the last day of
         such Interest Period shall be extended to occur on the next succeeding
         Business Day, provided that, if such extension would cause the last day
         of such Interest Period to occur in the next following calendar month,
         the last day of such Interest Period shall occur on the next preceding
         Business Day; and

                  (c) whenever the first day of any Interest Period occurs on
         the last day of a calendar month (or on any day for which there is no
         numerically corresponding day in the appropriate subsequent calendar
         month), such Interest Period shall end on the last Business Day of the
         appropriate subsequent calendar month.

                  "Interest Rate Protection Agreement" means any interest rate
swap, cap or other agreement satisfactory to the Administrative Agent entered
into by the Borrower that is designed to protect the Borrower against
fluctuations in interest rates and not for speculation.

                  "Investment" means as applied to any Person, any direct or
indirect purchase or other acquisition by such Person of stock or other
securities of any other Person, or any direct or indirect loan, advance (other
than advances to employees for moving and travel expenses, drawing accounts, and
expenditures in the ordinary course of business) or capital contribution by such
Person to any other Person, including all debt and accounts receivable from such
other Person which are not current assets or did not arise from sales to such
other Person in the ordinary course of business, or any guarantee of the
indebtedness of any other Person.

                  "Issuing Banks" means any one or more of Citibank, Societe
Generale, Deutsche Bank A.G. and Mellon Bank, N.A., together with their
respective successors in the capacity of an "Issuing Bank".

                  "L/C Related Documents" means this Agreement and each other
agreement or instrument relating to any Letter of Credit, in each case as
hereafter amended, supplemented or otherwise modified from time to time.

                  "Lenders" means the Initial Lenders and each other Person that
becomes a "Lender" hereunder pursuant to Section 10.07. When reference is made
in this Agreement or any other Loan Document to any "relevant" Lender in
connection with either Facility, such reference shall be deemed to refer to a
Lender that has a Commitment or outstanding Advances under such Facility. Unless
the context clearly indicates otherwise, the term "Lenders" shall include each
Issuing Bank.

                  "Letter of Credit" has the meaning specified in Section
2.13(a).

                  "Letter of Credit Liability" means, at any time, all of the
liabilities of the Borrower to the Issuing Banks in respect of Letters of
Credit, whether such liability is contingent or fixed, and shall consist of the
sum of (a) the aggregate Available Amount of all Letters of Credit then
outstanding plus (b) the aggregate amount that has then been paid by, and has
not been reimbursed to, the Issuing Banks under Letters of Credit.

                  "Letter of Credit Sublimit" means $100,000,000.

                  "Leverage Ratio" means, (a) for any day during the period
commencing on the Closing Date to and including December 31, 1999, the ratio of
Total Debt on such date to Annualized Operating Cash Flow determined on a pro
forma basis as of such date, and (b) as at any subsequent date, the ratio of (x)
Total Debt on such date to (y) Annualized Operating Cash Flow on such date.

                  "Lien" means any lien, security interest or other charge or
encumbrance of any kind, or any other type of preferential arrangement,
including, without limitation, the lien or retained security title of a
conditional vendor and any easement, right of way or other encumbrance on title
to real property.

                  "Loan Documents" means, collectively, this Agreement, the
Notes, the Partners Pledge Agreement, the Credit Party Pledge Agreement, each
Minority Owner Pledge Agreement and the Management Fee Subordination Agreement.

                  "Management Agreement" means the management agreement to be
entered into between the Borrower and the Manager as contemplated by Section
3.01(l) providing for management services to be provided by the Manager to the
Borrower and its Restricted Subsidiaries, as said management agreement shall,
subject to Section 6.14, be modified and supplemented and in effect from time to
time.

                  "Management Fee Subordination Agreement" means a Subordination
Agreement between the Manager, the Borrower and the Administrative Agent in
substantially the form of Exhibit F, as said Agreement shall, subject to Section
6.14, be modified and supplemented and in effect from time to time.

                  "Management Fees" means, for any period, the sum of all fees,
salaries, awards, bonuses and other compensation paid or incurred (in each case,
whether in cash or otherwise) by the Borrower and its Restricted Subsidiaries to
Affiliates (other than Affiliates that are employees of the Borrower and its
Restricted Subsidiaries) in respect of services rendered in connection with the
management or supervision of the Borrower and its Subsidiaries.

                  "Manager" means Chelsea Communications, LLC, a Delaware
limited liability company, or Century or any Affiliate of Century succeeding to
the rights and obligations of Chelsea Communications, LLC under the Management
Agreement.

                  "Margin Stock" has the meaning specified in Regulations U and
X.

                  "Material Adverse Effect" means (a) a material adverse effect
on the business, assets, operations, properties, condition (financial or
otherwise) or contingent liabilities of the Borrower and its Restricted
Subsidiaries, taken as a whole, (b) a material impairment of the ability of
either the Borrower or the Borrower and its Restricted Subsidiaries, taken as a
whole, to perform their respective obligations under the Loan Documents, or (c)
a material impairment of the rights of or benefits available to the
Administrative Agent and the Lenders under the Loan Documents.

                  "Maturity Date" means December 31, 2007, provided that if such
date is not a Business Day, the Maturity Date shall be the immediately preceding
Business Day.

                  "Minority Owner" means any Person, other than a Credit Party,
that owns less than 51% of the Capital Securities of any Restricted Subsidiary.

                  "Minority Owner Pledge Agreement" a Pledge Agreement to be
executed and delivered by a Minority Owner, in substantially the form of the
Credit Party Pledge Agreement with such changes as the Administrative Agent may
reasonably request, as said Agreement shall be modified and supplemented and in
effect from time to time.

                  "Moody's" means Moody's Investors Service, Inc. and its
successors.


                  "Net Available Proceeds" means, in the case of any Asset Sale
or Asset Swap, the aggregate amount of all cash payments as and when received by
the Borrower and its Restricted Subsidiaries directly or indirectly in
connection with such Asset Sale or Asset Swap (as the case may be); provided
that:

                  (a) such Net Available Proceeds shall be net of (x) the amount
         of any legal, accounting, title and recording tax expenses, commissions
         and other reasonable fees and expenses (including reasonable expenses
         of preparing the relevant property for sale) paid by the Borrower and
         its Restricted Subsidiaries in connection with such Asset Sale or Asset
         Swap (as the case may be) and (y) any Federal, state and local income
         and other taxes estimated in good faith to be payable by the Borrower
         and its Restricted Subsidiaries as a result of such Asset Sale or Asset
         Swap (as the case may be);

                  (b) such Net Available Proceeds shall be net of any repayments
         of Indebtedness by the Borrower and its Restricted Subsidiaries to the
         extent that such Indebtedness is secured by a Lien on the property that
         is the subject of such Asset Sale or Asset Swap (as the case may be)
         and such Indebtedness is in fact repaid from the proceeds of such Asset
         Sale or Asset Swap; and

                  (c) in the case of an Asset Sale or Asset Swap consisting of a
         substantially contemporaneous exchange (including by way of a
         substantially contemporaneous purchase and sale) of discrete assets the
         Borrower and its Restricted Subsidiaries for one or more other assets
         used for similar purposes, Net Available Proceeds shall be net of cash
         payments made by the Borrower and its Restricted Subsidiaries in
         connection with such exchange.

                  "New Affiliate Indebtedness" means Indebtedness of the
Borrower to one or more of its Affiliates incurred after the Closing Date in
accordance with the requirements of Section 6.01(h).

                  "non-appealable" includes, for purposes of Sections 2.11(c),
2.13(e) and 10.04(b), any judgment as to which all appeals have been taken or as
to which the time for taking an appeal shall have expired.

                  "Notes" means the Revolving Credit Notes and the Term Notes.
                   -----

                  "Notice of Borrowing" has the meaning specified in Section
2.02(a).

                  "Notice of Issuance" has the meaning specified in Section
2.13(b)(i).

                  "Obligors" means, collectively, the Credit Parties and the
Pledgors party to the Partner Pledge Agreement and each Minority Owner Pledge
Agreement.

                  "OECD" means the Organization for Economic Cooperation and
Development.

                  "Operating Cash Flow" means, for any period, the sum (for the
Borrower and its Restricted Subsidiaries determined on a consolidated basis
without duplication in accordance with GAAP), of net income from operations plus
Interest Expense, interest accrued in respect of New Affiliate Indebtedness,
depreciation, amortization, income taxes and other non-cash expenses in
accordance with GAAP minus the portion of net income from operations (or plus
the portion of net loss from operations) allocable to minority interests in
Restricted Subsidiaries (to the extent not already deducted (or added) in
determining net income (or net loss) from operations).

                  Notwithstanding the foregoing, if during any period for which
Operating Cash Flow is being determined the Borrower or any of its Restricted
Subsidiaries shall have consummated any Acquisition, Asset Sale or Asset Swap,
or any capital contribution of CATV Systems or other property shall have been
made to the Borrower or any of its Restricted Subsidiaries, then, for all
purposes of this Agreement, Operating Cash Flow shall be determined on a pro
forma basis as if such Acquisition, Asset Sale, Asset Swap or capital
contribution (as the case may be) had been made or consummated on the first day
of such period.

                  "Other Taxes" has the meaning specified in Section 2.11(b).

                  "Partnership Agreement" means the partnership agreement
pursuant to which the Borrower has been formed, as said Agreement shall be
modified and supplemented and in effect from time to time.

                  "Partners" means Century-TCI California Communications, L.P.
and Century-TCI Holdings, L.L.C., and any other Person that shall at any time be
a general or limited partner of the Borrower.

                  "Partners Pledge Agreement" means a Pledge Agreement between
each Partner and the Administrative Agent, substantially in the form of Exhibit
H-1 hereto, as said Agreement shall be modified and supplemented and in effect
from time to time.

                  "PBGC" means the Pension Benefit Guaranty Corporation and any
entity succeeding to any or all of its functions under ERISA.

                  "Pension Plan" means a "pension plan", as such term is defined
in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the
Borrower or any corporation, trade or business that is, along with the Borrower,
a member of a Controlled Group, may have liability, including any liability by
reason of having been a substantial employer within the meaning of Section 4063
of ERISA at any time during the preceding five years, or by reason of being
deemed to be a contributing sponsor under Section 4069 of ERISA.

                  "Permitted Investments" means:
                   ---------------------

                  (a) direct obligations of, or obligations the principal of and
         interest on which are unconditionally guaranteed by, the United States
         of America (or by any agency thereof to the extent such obligations are
         backed by the full faith and credit of the United States of America),
         in each case maturing within one year from the date of acquisition
         thereof;

                  (b) investments in commercial paper maturing within 270 days
         from the date of acquisition thereof and having, at such date of
         acquisition, one of the two highest credit ratings obtainable from
         Standard & Poor's or from Moody's;

                  (c) investments in certificates of deposit, banker's
         acceptances, time deposits and demand deposits maturing within one year
         from the date of acquisition thereof issued or guaranteed by or placed
         with, and money market deposit accounts issued or offered by, any
         domestic office of any commercial bank organized under the laws of the
         United States of America or any state thereof that has a combined
         capital and surplus and undivided profits of not less than
         $500,000,000;

                  (d) demand deposits made in the ordinary course of business
         and consistent with the Borrower's customary cash management policy in
         any domestic office of any commercial bank organized under the laws of
         the United States of America or any state thereof;

                  (e) deposits issued by commercial banks of the type described
         in clause (d) above and fully insured by the Federal Deposit Insurance
         Corporation or similar federal agency;

                  (f) repurchase obligations with a term of not more than 90
         days for, and secured by, underlying securities of the types described
         in clauses (a) through (c) above entered into with a bank meeting the
         qualifications described in clause (c) above;

                  (g) mutual funds whose investment guidelines restrict such
         funds' investments primarily to those satisfying the provisions of
         clauses (a) through (c) above; and

                  (h) other investment instruments approved in writing by the
         Administrative Agent and offered by financial institutions which have a
         combined capital and surplus and undivided profits of not less than
         $500,000,000.

                  "Person" means any individual, corporation (including a
business trust), company, voluntary association, partnership, limited liability
company, joint venture, trust, unincorporated organization or Governmental
Authority or other entity of whatever nature.

                  "Pledge Agreements" means, collectively, the Partners Pledge
Agreement, the Credit Party Pledge Agreement and each Minority Owner Pledge
Agreement.

                  "Pole Agreement" means any pole attachment agreement or
underground conduit use agreement which was entered into in connection with the
operation of any CATV System.

                  "Pole Rental Lease" means any lease under which the Borrower
or any of its Restricted Subsidiaries has the right to use telephone or utility
poles, conduits or trenches for the purpose of supporting or housing cables of
any CATV System owned or operated by the Borrower or any of its Subsidiaries.

                  "Post-Default Rate" means (a) with respect to principal of or
interest on any Eurodollar Rate Advance, a rate per annum equal to 2% plus the
Applicable Margin plus (x) until the last day of the Interest Period for such
Advance, the Eurodollar Rate applicable to such Advance and (y) thereafter, the
Base Rate as in effect from time to time and (b) with respect to principal of
and interest on any Base Rate Advance, and on any other amount payable
hereunder, a rate per annum equal to 2% plus the Applicable Margin plus the Base
Rate as in effect from time to time.

                  "Principal Payment Date" means the Quarterly Dates falling on
or nearest to March 31, June 30, September 30, and December 31 of each year,
commencing with March 31, 2003 through and including December 31, 2007.

                  "Pro Forma Debt Service" means, as at the last day of any
fiscal quarter, the sum (for the Borrower and its Restricted Subsidiaries
determined on a consolidated basis without duplication in accordance with GAAP),
of (a) the aggregate amount of Interest Expense that will be payable during the
period of four fiscal quarters immediately following such fiscal quarter plus
(b) the aggregate outstanding principal amount of Revolving Credit Advances at
the beginning of such period, net of the Excess Cash Balance at the beginning of
such period, to the extent that such net amount of Revolving Credit Advances
shall exceed the maximum amount that will be available under the Revolving
Credit Commitment at the end of such period (which shall never be less than
zero) plus (c) with respect to Term Advances and any other debt, the required
amortization of principal thereof during such period.

                  For purposes hereof, the aggregate amount of Interest Expense
to be payable during any period shall be determined under the assumptions that
(i) the rate of interest applicable to any Indebtedness outstanding during such
period will be equal to the blended average rate of interest in effect on the
last day of the fiscal quarter immediately preceding the first day of such
period, (ii) the aggregate amount of Revolving Credit Advances outstanding
during such period will not change from the aggregate amount of Revolving Credit
Advances outstanding on such first day other than to reflect prepayments
required to be made upon reductions in the Revolving Credit Commitments
scheduled to be made during such period under Section 2.04(b)(ii), (iii) the
aggregate amount of Term Advances outstanding during such period will not change
from the aggregate amount of Term Advances outstanding on such first day other
than to reflect payments scheduled to be made during such period under Section
2.03(b) and (iv) Indebtedness outstanding on such first day will be deemed to be
reduced during such period as and when required to be reduced in order to comply
with Section 6.13(b) to the extent that the reductions referred to in the
foregoing clauses (ii) and (iii) will be insufficient to achieve such
compliance.

                  "Pro Forma Debt Service Coverage Ratio" means, as of the last
day of any fiscal quarter, the ratio of (a) Annualized Operating Cash Flow on
such date to (b) Pro Forma Debt Service on such date.

                  "Pro Rata Share" of any amount means, with respect to any
Lender under either Facility at any time, the product of (a) a fraction the
numerator of which is the amount of such Lender's Commitments under such
Facility (or, if such Commitments shall have expired or been terminated, the
amount of such Lender's Advances under such Facility), and the denominator of
which is the aggregate Commitments or Advances, as the case may be, under such
Facility at such time, multiplied by (b) such amount.

                  "Purchase Price" means, without duplication, with respect to
any Acquisition, an amount equal to the sum of (i) the aggregate consideration,
whether cash, property or securities (including, without limitation, any
Indebtedness incurred pursuant to Section 6.01(g)), paid or delivered by the
Borrower and its Restricted Subsidiaries in connection with such Acquisition
plus (ii) the aggregate amount of liabilities of the acquired business (net of
current assets of the acquired business) that would be reflected on a balance
sheet (if such were to be prepared) of the Borrower and its Restricted
Subsidiaries after giving effect to such Acquisition.

                  "Quarterly Dates" means March 31, June 30, September 30 and
December 31 in each year, the first of which shall be the first such day after
the Closing Date, provided that, if any such day is not a Business Day, the
relevant Quarterly Date shall be the immediately succeeding Business Day.

                  "Register" has the meaning specified in Section 10.07(c).

                  "Regulation U" and "Regulation X" mean Regulations U and X of
the Board of Governors of the Federal Reserve System, respectively, as in effect
from time to time.

                  "Release" means any spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching, dumping,
disposing, depositing, dispersing, emanating or migrating of any Hazardous
Material in, into, onto or through the environment in violation of applicable
Environmental Laws or Environmental Permits.

                  "Remedial Action" means (a) "remedial action" as such term is
defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions
required by any Governmental Authority, or voluntarily undertaken by the
Borrower or any of its Restricted Subsidiaries, to: (i) cleanup, remove, treat,
abate or in any other way address any Hazardous Material in the environment;
(ii) prevent the Release or threat of Release, or minimize the further Release
of any Hazardous Material so it does not migrate or endanger or threaten to
endanger public health, welfare or the environment; or (iii) perform studies and
investigations in connection with, or as a precondition to, the actions referred
to in clause (i) or (ii) above.

                  "Required Lenders" means at any time Lenders holding in the
aggregate more than 51% of the sum of (1) the then aggregate unpaid principal
amount of the Advances plus (2) the then aggregate amount of all outstanding
Letter of Credit Liabilities plus (3) the then aggregate unused Term Commitments
and the Unused Revolving Credit Commitments, or, if no such amounts in (1) and
(2) are outstanding, the Lenders holding more than 51% of the Commitments.

                  "Required Revolving Credit Lenders" means at any time
Revolving Credit Lenders holding in the aggregate more than 51% of the sum of
(1) the then aggregate unpaid principal amount of the Revolving Credit Advances
plus (2) the then aggregate amount of all outstanding Letter of Credit
Liabilities plus (3) the then aggregate Unused Revolving Credit Commitments.

                  "Required Term Lenders" means at any time Lenders holding in
the aggregate more than 51% of the sum of (1) the then aggregate unpaid
principal amount of the Term Advances plus (2) the then aggregate unused Term
Commitments.

                  "Responsible Officer" means any officer of the Borrower
(including, without limitation, any Financial Officer of the Borrower).

                  "Restricted Investments" means any Investments to or in any
Person by the Borrower or any of its Restricted Subsidiaries (including any
Investments in Unrestricted Subsidiaries).

                  "Restricted Payment" means, collectively, (a) all
distributions (in cash, property or obligations) on, or other payments or
distributions on account of, or the setting apart of money for a sinking or
other analogous fund for, or the purchase, redemption, retirement or other
acquisition of, any portion of any partnership interest in the Borrower or
equity interest in any Restricted Subsidiary or of any warrants, options or
other rights to acquire any such partnership interest or equity interest (or to
make any payments to any Person, such as "phantom equity" payments, where the
amount thereof is calculated with reference to fair market or equity value of
the Borrower or any of its Restricted Subsidiaries), (b) any payments to any
holders of any partnership interests in the Borrower or equity interests in any
Restricted Subsidiary that are designed to reimburse such holders for the
payment of any taxes attributable to the operations of the Borrower and its
Restricted Subsidiaries, (c) any payments of principal of any Existing Affiliate
Indebtedness or New Affiliate Indebtedness, (d) any payments of interest on New
Affiliate Indebtedness (but not any payments of interest on Existing Affiliate
Indebtedness) and (e) any payments in respect of Management Fees that have been
deferred as provided in Section 6.10. Notwithstanding the foregoing, the term
"Restricted Payment" shall not include any dividend or distribution by any
Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (but
shall include any such dividend or distribution to a Minority Owner).

                  "Restricted Transaction" means, collectively, all Restricted
Payments and Restricted Investments.

                  "Restricted Subsidiary" means any Subsidiary of the Borrower
other than an Unrestricted Subsidiary.

                  "Revolving Credit Advance" means an Advance made pursuant to
Section 2.01(a).

                  "Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit Advances of the same Type.

                  "Revolving Credit Commitment" means, with respect to each
Lender, the commitment, if any, of such Lender to make Revolving Credit Advances
(expressed as the maximum aggregate amount of such Lender's Revolving Credit
Advances and the aggregate amount of such Lender's Pro Rata Share of the Letter
of Credit Liabilities that may be outstanding at any time), as such commitment
may be (a) reduced from time to time pursuant to Section 2.04 or 2.05 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.07. The initial amount of each Lender's Revolving
Credit Commitment is set forth on Schedule 2.01 or in the Assignment and
Acceptance pursuant to which such Lender shall have assumed its Revolving Credit
Commitment, as applicable. The initial aggregate amount of the Lenders'
Revolving Credit Commitments is $500,000,000.

                  "Revolving Credit Commitment Reduction Dates" means the
Quarterly Dates falling on or nearest to March 31, June 30, September 30 and
December 31 of each year, commencing with March 31, 2003 through and including
September 30, 2007, provided that the final Revolving Credit Commitment
Reduction Date shall occur on December 31, 2007 (or, if such day is not a
Business Day, the next preceding Business Day).

                  "Revolving Credit Commitment Termination Date" means the
earlier of (a) the Maturity Date and (b) the termination or cancellation of the
Revolving Credit Commitments pursuant to the terms of this Agreement.

                  "Revolving Credit Facility" means the revolving credit
facility provided hereunder in respect of the aggregate Revolving Credit
Commitments.

                  "Revolving Credit Lender" means each Lender specified in
Schedule 2.01 (or in an Assignment and Acceptance pursuant to which it becomes a
Lender hereunder) as having a Revolving Credit Commitment and, after the
expiration or termination of the Revolving Credit Commitments, each Lender
holding a Revolving Credit Advance.

                  "Revolving Credit Note" means a promissory note of the
Borrower payable to the order of a Revolving Credit Lender, in substantially the
form of Exhibit A-1, as from time to time amended.

                  "Rigas Family" means John J. Rigas, Timothy J. Rigas, Michael
J. Rigas, James P. Rigas, Ellen K. Rigas, or any of their respective spouses,
estates, or lineal descendants, or any trust created for the direct and sole
benefit of any such Persons or, while and to the extent they are serving in such
capacity, the executors, administrators or personal representatives of such
Persons.

                  "Solvent" and "Solvency" mean, with respect to any Person on a
particular date, that on such date (a) the fair value of the property of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the fair value of the
assets of such Person on a going concern basis is not less than the amount that
will be required to pay the probable liability of such Person on its
Indebtedness as they become absolute and matured, (c) such Person does not
intend to, and does not believe that it will, incur Indebtedness or liabilities
beyond such Person's ability to pay as such Indebtedness and liabilities mature
and (d) such Person is not engaged in business or a transaction, and is not
about to engage in business or a transaction, for which such Person's property
would constitute an unreasonably small amount of capital. The portion of
contingent liabilities of any Person at any time that shall be included for
purposes of the above determinations shall be the amount of such contingent
liabilities that, in light of all facts and circumstances existing at such time,
could reasonably be expected to become actual matured liabilities of such
Person.

                  "Standard & Poor's" means Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., and its successors.

                  "Subsidiary" means, with respect to any Person, any
corporation, limited liability company, partnership or other entity of which
more than 50% of the outstanding Capital Securities having ordinary voting power
to elect the board of directors, managers or other voting members of the
governing body of such corporation, limited liability company, partnership or
other entity (irrespective of whether at the time securities (or other ownership
interests) of any other class or classes of such corporation, limited liability
company, partnership or other entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned or
controlled by such Person, by such Person and one or more other Subsidiaries of
such Person, or by one or more other Subsidiaries of such Person. Unless the
context otherwise specifically requires, the terms "Subsidiary", "Restricted
Subsidiary" and "Unrestricted Subsidiary" shall be references to a Subsidiary of
the Borrower.

                  "Tax Indemnitee" means each Issuing Bank, each Lender and the
Administrative Agent.

                  "TCI"  means TCI California Holdings, L.L.C., a Delaware
limited liability company.


                  "Term Advance" means an advance made pursuant to Section
2.01(b).

                  "Term Borrowing" means a borrowing consisting of simultaneous
Term Advances of the same Type.

                  "Term Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make a Term Advance on and after the
Closing Date to and including the Term Commitment Expiry Date (expressed as the
maximum principal amount of the Term Advance to be made by such Lender
hereunder), as such commitment may be (a) reduced from time to time pursuant to
Section 2.04 or 2.05 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.07. The initial amount
of each Lender's Term Commitment is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Term Commitment, as applicable. The initial aggregate amount of the Lenders'
Term Commitments is $500,000,000.

                  "Term Commitment Expiry Date" has the meaning specified in
Section 2.04(b)(i).

                  "Term Facility" means the term loan facility provided
hereunder in respect of the aggregate Term Commitments.

                  "Term Lender" means each Lender specified in Schedule 2.01 (or
in an Assignment and Acceptance pursuant to which it becomes a Lender hereunder)
as having a Term Commitment and, after the termination or expiration of the Term
Commitments, each Lender holding a Term Advance.

                  "Term Note" means a promissory note of the Borrower payable to
the order of a Term Lender, in substantially the form of Exhibit A-2, as from
time to time amended.

                  "Total Debt" means, as of any date as of which the amount
thereof is to be determined, all Indebtedness for borrowed money (excluding New
Affiliate Indebtedness), all obligations, contingent or otherwise, relative to
drawn or undrawn letters of credit or banker's acceptances, all Capital Lease
Obligations and any Guarantee of the Indebtedness of another, in each case of
the Borrower and its Restricted Subsidiaries (including Indebtedness under this
Agreement), less the Excess Cash Balance on the date of such determination.

                  "Type" refers to the distinction between Advances bearing
interest at the Base Rate and Advances bearing interest at the Eurodollar Rate.

                  "Unrestricted Subsidiaries" means any Subsidiary of the
Borrower that (a) shall have been designated as an "Unrestricted Subsidiary" in
accordance with the provisions of Section 6.04 and (b) any Subsidiary of an
Unrestricted Subsidiary.

                  "Unused Revolving Credit Commitment" means, with respect to
any Lender at any time, (a) such Lender's Revolving Credit Commitment at such
time minus (without duplication) (b) the sum of (i) the aggregate outstanding
principal amount of all Revolving Credit Advances made by such Lender and (ii)
such Lender's Pro Rata Share of the aggregate amount of all Letter of Credit
Liabilities.

                  "U.S. Dollars" and "$" means lawful money of the United States
 of America.


                  "Welfare Plan" means a "welfare plan", as such term is defined
in Section 3(1) of ERISA.

                  "Wholly Owned Subsidiary" means, with respect to any Person,
any corporation, partnership or other entity of which all of the equity
securities or other ownership interests (other than, in the case of a
corporation, directors' qualifying shares) are directly or indirectly owned or
controlled by such Person or one or more Wholly Owned Subsidiaries of such
Person or by such Person and one or more Wholly Owned Subsidiaries of such
Person. A "Wholly Owned Restricted Subsidiary" is any Wholly Owned Subsidiary of
the Borrower that is a Restricted Subsidiary.

                  Section 1.02. Computation of Time Periods. In this Agreement
in the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
mean "to but excluding".

                  Section 1.03. Accounting Terms; Changes in GAAP. Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP. If the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the application
thereof, then such provision shall be interpreted on the basis of GAAP as in
effect and applied immediately before such change shall have become effective
until such notice shall have been withdrawn or such provision amended in
accordance herewith.

                                   ARTICLE II

                        AMOUNTS AND TERMS OF THE ADVANCES

                            AND THE LETTERS OF CREDIT

                  Section 2.01.  The Advances.
                                 ------------

                  (a) Revolving Credit Facility. Each Revolving Credit Lender
severally agrees, on the terms and conditions hereinafter set forth, to make
advances ("Revolving Credit Advances") to the Borrower from time to time on any
Business Day during the period from the Closing Date until the Revolving Credit
Commitment Termination Date in an aggregate amount at any one time outstanding
not to exceed the amount of such Lender's Revolving Credit Commitment, and, as
to all Lenders, in an aggregate amount at any one time outstanding not to exceed
$500,000,000. All Revolving Credit Advances shall be made by the Lenders ratably
according to their respective Revolving Credit Commitments.

                  Within the limits of each Lender's Revolving Credit Commitment
in effect from time to time, the Borrower may borrow under this Section 2.01(a)
and/or obtain the issuance of Letters of Credit under Section 2.13, prepay
Revolving Credit Advances pursuant to Section 2.05(a) and reborrow under this
Section 2.01(a); provided that the aggregate outstanding principal amount of
Revolving Credit Advances when added to the aggregate Letter of Credit Liability
may not at any time exceed the aggregate amount of the Revolving Credit
Commitments at such time.

                  (b) Term Facility. Each Term Lender severally agrees, on the
terms and conditions hereinafter set forth, to make an advance (collectively,
the "Term Advances") to the Borrower on a single date during the period from the
Closing Date to and including the Term Commitment Expiry Date in an aggregate
amount not to exceed such Lender's Term Commitment, and, as to all Term Lenders,
in an aggregate amount not to exceed $500,000,000. All Term Advances shall be
made by the Lenders ratably according to their respective Term Commitments. The
Borrower may prepay Term Advances pursuant to Section 2.05(a). Term Advances
once repaid or prepaid may not be reborrowed.

                  (c)  Minimum Amounts.  Each Borrowing shall be in an aggregate
amount at least equal to $5,000,000 or an integral multiple of $1,000,000 in
excess thereof.

                  (d) Use of Proceeds. The proceeds of the Revolving Credit
Advances shall be used (i) to fund distributions to Century and TCI in
connection with the contribution to the Borrower of the Contributed Systems,
(ii) to refinance existing indebtedness of the Borrower assumed by the Borrower
upon the contribution of such systems, (iii) to provide working capital from
time to time to the Borrower and its Subsidiaries, (iv) for other general
business purposes and (v) to pay certain fees and expenses, in each case as more
particularly described herein. The proceeds of the Term Advances shall be used
solely to repay Existing Affiliate Indebtedness (or, alternatively, if no
Existing Affiliate Indebtedness is assumed by the Borrower upon the contribution
to the Borrower of the Contributed Systems pursuant to the Contribution
Agreement, for any of the purposes described in clauses (i) and (ii) above).

                  (e)  No Responsibility to Third Parties.  Neither the
Administrative Agent nor any Lender nor any Issuing Bank shall have any
responsibility as to the application or use of any of the proceeds of any
Advance or the use of any Letter of Credit.

                  Section 2.02.  Making the Advances.


                  (a) Notices of Borrowing. Except as otherwise provided in
Section 2.13, each Borrowing shall be made on notice, given not later than 12:00
noon (New York City time) on the Business Day of (or, with respect to a
Borrowing of Eurodollar Rate Advances, 12:00 noon (New York City time) on the
third Business Day prior to the date of) the proposed Borrowing, by the Borrower
to the Administrative Agent. Each such notice of a Borrowing (a "Notice of
Borrowing") shall be by telex, telecopier or cable, confirmed immediately in
writing, in substantially the form of Exhibit B, specifying therein (1) the
requested date of such Borrowing, (2) the Facility under which such Borrowing is
to be made, (3) the requested Type of Advances comprising such Borrowing, (4)
the requested aggregate amount of such Borrowing and (5) in the case of a
Borrowing consisting of Eurodollar Rate Advances, the requested initial Interest
Period therefor. The Borrower may request more than one Borrowing on any given
day, each individual Borrowing to comprise Advances of the same Type under the
same Facility on the same date.

                  The Administrative Agent shall give to each Lender prompt
notice of each Notice of Borrowing received from the Borrower and, in the case
of a proposed Borrowing comprised of Eurodollar Rate Advances, the applicable
interest rate under Section 2.06(a)(ii).

                  Each Lender shall, before 1:00 P.M. (New York City time) on
the date of each Borrowing, make available for the account of its Applicable
Lending Office to the Administrative Agent at the Administrative Agent's
Account, in same day funds, such Lender's ratable portion of such Borrowing.
After the Administrative Agent's receipt of such funds and upon fulfillment of
the applicable conditions set forth in Article III, the Administrative Agent
will transfer same day funds to the Borrower's Account; provided that in the
case of any Revolving Credit Borrowing, the Administrative Agent shall first
make a portion of such funds equal to any unreimbursed drawings under any
Letters of Credit available to the respective Issuing Banks for reimbursement of
such drawing.

                  (b) Certain Limitations upon Eurodollar Rate Advances.
Anything in paragraph (a) above to the contrary notwithstanding, (i) the
Borrower may not select Eurodollar Rate Advances (1) for any Borrowing if the
aggregate amount of such Borrowing is less than $5,000,000 or (2) if the
obligation of the relevant Lenders to make Eurodollar Rate Advances shall then
be suspended pursuant to Section 2.08 or 2.09, and (ii) Eurodollar Rate Advances
may not be outstanding under more than 20 separate Interest Periods at any one
time.

                  (c) Notices Irrevocable; Breakfunding. Each Notice of
Borrowing shall be irrevocable and binding on the Borrower. In the case of any
Borrowing that the related Notice of Borrowing specifies is to be comprised of
Eurodollar Rate Advances, the Borrower shall indemnify each relevant Lender
against any loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice of Borrowing
the applicable conditions set forth in Article III, including, without
limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds
acquired by such Lender to fund the Advance to be made by such Lender as part of
such Borrowing when such Advance, as a result of such failure, is not made on
such date.

                  (d) Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from a relevant Lender prior to
1:00 p.m. (New York City time) on the date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender's ratable
portion of such Borrowing, the Administrative Agent may assume that such Lender
has made such portion available to the Administrative Agent on the date of such
Borrowing in accordance with Section 2.02(a) and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so
made such ratable portion available to the Administrative Agent and the
Administrative Agent shall have made available such corresponding amount to the
Borrower, such Lender and the Borrower severally agree to repay to the
Administrative Agent forthwith on demand such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrower until the date such amount is repaid to the Administrative Agent,
at (i) in the case of the Borrower, the interest rate applicable at such time
under Section 2.06 to Advances comprising such Borrowing and (ii) in the case of
such Lender, the Federal Funds Rate (it being understood that repayments by the
Borrower pursuant to this sentence shall not be subject to Sections 2.05(a) and
10.04(c)). If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's
Advance as part of such Borrowing for purposes of this Agreement.

                  (e) Obligations of Lenders Several. The failure of any Lender
to make the Advance to be made by it as part of any Borrowing shall not relieve
any other Lender of its obligation, if any, hereunder to make its Advance on the
date of such Borrowing, but no Lender shall be responsible for the failure of
any other Lender to make the Advance to be made by such other Lender on the date
of any Borrowing.

                  Section 2.03.  Repayment.
                                 ---------

                  (a) Revolving Credit Advances. The Borrower hereby promises to
pay to the Administrative Agent for the account of each Revolving Credit Lender
the entire outstanding principal amount of such Lender's Revolving Credit
Advances, and each Revolving Credit Advance shall mature, on the Revolving
Credit Commitment Termination Date.

                  (b) Term Advances. The Borrower hereby promises to pay to the
Administrative Agent for the account of each Term Lender the outstanding
principal amount of such Lender's Term Advances on each Principal Payment Date
set forth below in the aggregate principal amount set forth opposite such
Principal Payment Date:

<TABLE>
<CAPTION>

              Principal Payment Date

                 on or nearest to                                    Principal Amount

<S>                                                                <C>
               March 31, 2003                                            $13,750,000
               June 30, 2003                                             $13,750,000
               September 30, 2003                                        $13,750,000
               December 31, 2003                                         $13,750,000

               March 31, 2004                                            $18,750,000
               June 30, 2004                                             $18,750,000
               September 30, 2004                                        $18,750,000
               December 31, 2004                                         $18,750,000

               March 31, 2005                                            $27,500,000
               June 30, 2005                                             $27,500,000
               September 30, 2005                                        $27,500,000
               December 31, 2005                                         $27,500,000

               March 31, 2006                                            $31,250,000
               June 30, 2006                                             $31,250,000
               September 30, 2006                                        $31,250,000
               December 31, 2006                                         $31,250,000

               March 31, 2007                                            $33,750,000
               June 30, 2007                                             $33,750,000
               September 30, 2007                                        $33,750,000
               December 31, 2007                                         $33,750,000
</TABLE>

If the Borrower does not borrow the full amount of the Term Commitments on or
before the Term Commitment Expiry Date, or if the Term Commitments are reduced
prior to the Term Commitment Expiry Date, the shortfall or reduction shall be
applied to reduce the foregoing scheduled repayments ratably.

                  (c)  All Advances.  All repayments of principal under this
Section 2.03 shall be made together with interest accrued to the date of such
repayment on the principal amount repaid.

                  Section 2.04.  Termination or Reduction of the Commitments.


                  (a) Optional. The Borrower may at any time or from time to
time, upon not less than three Business Days' notice to the Administrative
Agent, terminate in whole or reduce in part the Commitments under either
Facility, provided that (i) each partial reduction of the Commitments under such
Facility shall be in an aggregate amount of $5,000,000 or an integral multiple
of $1,000,000 in excess thereof (and, in the case of a reduction of Revolving
Credit Commitments, shall be applied to the installments thereof set forth in
Section 2.04(b)(ii) ratably in accordance with the respective principal amounts
thereof) and (ii) the aggregate amount of the Revolving Credit Commitments shall
not be reduced below an amount equal to the sum of (x) the aggregate outstanding
principal amount of all Revolving Credit Advances plus (y) the aggregate amount
of all Letter of Credit Liabilities.

                  (b)  Mandatory.


                  (i) Termination of Commitments. The Revolving Credit
Commitments shall be automatically and permanently reduced to zero on the
Revolving Credit Commitment Termination Date. The unused Term Commitments shall
be automatically and permanently reduced to zero at the close of business on the
earlier of (x) the date upon which the Term Advances are made and (y) date (the
"Term Commitment Expiry Date") which is 364 days after the date hereof.

                  (ii) Reductions of Revolving Credit Commitments. The aggregate
amount of the Revolving Credit Commitments shall be automatically reduced at the
close of business on each Revolving Credit Commitment Reduction Date set forth
below to the amount set forth below opposite such Revolving Credit Commitment
Reduction Date:

<TABLE>
<CAPTION>

              Revolving Credit Commitment                              Revolving Credit Commitment
               Reduction Date Falling On                                     Reduced to the
                    Or Nearest To:                                         Following Amounts:
                    --------------                                         ------------------

<S>                                                                       <C>
                March 31, 2003                                             $ 486,250,000
                June 30, 2003                                              $ 472,500,000
                September 30, 2003                                         $ 458,750,000
                December 31, 2003                                          $ 445,000,000

                March 31, 2004                                             $ 426,250,000
                June 30, 2004                                              $ 407,500,000
                September 30, 2004                                         $ 388,750,000
                December 31, 2004                                          $ 370,000,000

                March 31, 2005                                             $ 342,500,000
                June 30, 2005                                              $ 315,000,000
                September 30, 2005                                         $ 287,500,000
                December 31, 2005                                          $ 260,000,000

                March 31, 2006                                             $ 228,750,000
                June 30, 2006                                              $ 197,500,000
                September 30, 2006                                         $ 166,250,000
                December 31, 2006                                          $ 135,000,000

                March 31, 2007                                             $ 101,250,000
                June 30, 2007                                              $  67,500,000
                September 30, 2007                                         $  33,750,000
                December 31, 2007                                          $           0
</TABLE>

                  (c) Reductions Pro Rata; No Reinstatements. Each reduction of
the Commitments under a Facility shall be applied to the respective Commitments
of the Lenders according to their respective Pro Rata Shares of such Facility.
Commitments once terminated or reduced may not be reinstated.

                  Section 2.05.  Prepayments, Etc.


                  (a) Optional Prepayments. The Borrower may, upon at least
three Business Days' notice (in the case of prepayment of Eurodollar Rate
Advances) or upon notice given on the date of prepayment (in the case of
prepayments of Base Rate Advances) to the Administrative Agent (which notice
shall state the Facility to be prepaid and the proposed date and aggregate
principal amount of the prepayment), and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Advances under the
specified Facility in the aggregate amount and on the date specified in such
notice, together with accrued interest to the date of such prepayment on the
principal amount prepaid; provided that (x) each partial prepayment shall be in
an aggregate principal amount of $5,000,000 or an integral multiple of
$1,000,000 in excess thereof, (y) any such prepayment of a Eurodollar Rate
Advance other than on the last day of the Interest Period therefor shall be
accompanied by, and subject to, the payment of any amount payable under Section
10.04(c) in respect of such prepayment and (z) each such notice shall be made on
the relevant day not later than 12:00 noon (New York City time).

                  (b)  Mandatory Prepayments; Commitment Reductions.


                  (i) Asset Sales and Asset Swaps. Without limiting the
         obligation of the Borrower to obtain the consent of the Required
         Lenders pursuant to Section 6.07 to an Asset Sale or an Asset Swap not
         otherwise permitted hereunder, on the date twelve months after the
         consummation of any Asset Sale or Asset Swap the Borrower shall prepay
         the Advances (and/or cash collateralize Letter of Credit Liabilities in
         the manner specified in Section 2.05(d)), and the Revolving Credit
         Commitments shall be subject to automatic reduction, in an aggregate
         amount equal to the Net Available Proceeds of such Asset Sale or Asset
         Swap (as the case may be); provided that no prepayment shall be
         required pursuant to this clause (i) with respect to:

                           (1) any sale, lease, assignment, transfer or other
                  disposition of inventory, obsolete or worn out assets, scrap,
                  Permitted Investments and cash and cash equivalents, in each
                  case if disposed of in the ordinary course of business for
                  fair value; and

                           (2) any Asset Sale or Asset Swap to the extent the
                  Net Available Proceeds thereof have been reinvested in one or
                  more CATV Systems and related assets within the twelve-month
                  period following the date of such Asset Sale or Asset Swap, as
                  the case may be.

                  (ii) Issuance of Indebtedness. Upon any issuance of senior
         unsecured or subordinated Indebtedness pursuant to Section 6.01(g), the
         Borrower will prepay the Advances, and the Revolving Credit Commitments
         shall be subject to reduction, as provided in Section 6.01(g).

                  (iii) Change in Control. Upon the occurrence of a Change in
         Control (unless otherwise consented to by the Required Lenders), the
         Borrower shall prepay all Advances in full, the Commitments shall be
         automatically and permanently reduced to zero and the Borrower shall
         cash collateralize Letter of Credit Liabilities (less any portion
         thereof for which the Borrower has provided an alternate letter of
         credit acceptable to each Issuing Bank and the Administrative Agent) in
         the manner specified in Section 2.05(d).

                  (c) Application. Prepayments of the Term Advances pursuant to
Section 2.05(a) shall be applied ratably to the remaining installments thereof
in accordance with the respective principal amounts of such installments.
Prepayments pursuant to Sections 2.05(b)(i) and 2.05(b)(ii) shall be applied
first to the prepayment of the Term Advances, ratably to the remaining
installments thereof in accordance with the respective principal amounts of such
installments, second, after the prepayment in full of the Term Advances, to the
prepayment of outstanding Revolving Credit Advances, with pro tanto reductions
of the Revolving Credit Commitments (which shall be applied to the installments
thereof set forth in Section 2.04(b)(ii) ratably in accordance with the
respective principal amounts thereof) and finally to cash collateralize Letter
of Credit Liabilities in the manner specified in paragraph (d) below.

                  (d) Cash Collateral for Letter of Credit Liabilities. In the
event that the Borrower shall be required pursuant to Section 2.05(b) to cash
collateralize Letter of Credit Liabilities, the Borrower shall effect the same
by paying to the Administrative Agent same day funds in an amount equal to the
required amount, which funds shall be deposited in a segregated account with the
Administrative Agent until such time as the Letters of Credit shall have been
terminated and all of the Letter of Credit Liabilities paid in full.

                  (e) Terms Applicable to All Prepayments. All prepayments under
this Section 2.05 shall be made together with accrued interest to the date of
such prepayment on the principal amount prepaid. Each prepayment of Advances
under this Section 2.05 shall be made for the account of the relevant Lenders
according to their respective Pro Rata Shares of the principal amount of the
Advances then outstanding under the relevant Facility.

                  Section 2.06.  Interest.


                  (a) Ordinary Interest. The Borrower shall pay interest on the
unpaid principal amount of each Advance owing to each Lender from the date of
such Advance until such principal amount shall be paid in full, at the following
rates per annum:

                  (i) Base Rate Advances. While such Advance is a Base Rate
         Advance, a rate per annum equal at all times to the sum of (1) the Base
         Rate in effect from time to time plus (2) the Applicable Margin in
         effect from time to time, payable in arrears quarterly on each
         Quarterly Date and on the date such Base Rate Advance shall be
         Converted (but only on the amount Converted) or paid in full.

                  (ii) Eurodollar Rate Advances. While such Advance is a
         Eurodollar Rate Advance, a rate per annum equal at all times during
         each Interest Period for such Advance to the sum of (1) the Eurodollar
         Rate for such Interest Period for such Advance plus (2) the Applicable
         Margin in effect from time to time, payable in arrears on the last day
         of such Interest Period and, if such Interest Period has a duration of
         more than three months, on each three-month anniversary of the first
         day of such Interest Period occurring during such Interest Period.

                  (b) Post-Default Interest. In the event that the Borrower
shall fail to pay any amount when due hereunder or under any Note then, during
the period from the date upon which such amount shall have become due until the
date such amount shall be paid in full, the Borrower shall, notwithstanding
anything else in this Agreement to the contrary, pay to the Administrative Agent
for the account of each Lender interest on such amount at the applicable
Post-Default Rate, such interest to be payable from time to time on demand.

                  Section 2.07.  Fees.


                  (a) Commitment Fee. The Borrower hereby promises to pay to the
Administrative Agent for the account of each Term Lender and Revolving Credit
Lender a commitment fee, in an amount equal to the Applicable Commitment Fee
Rate calculated on the average daily unused Term Commitment and Unused Revolving
Credit Commitment of such Lender (such daily average to be calculated for the
period for which the commitment fee is then payable) for the period from the
Closing Date (or from the effective date specified in the Assignment and
Acceptance pursuant to which it became a Lender in the case of each other Lender
other than the Initial Lenders) until the Term Commitment Expiry Date and the
Revolving Credit Commitment Termination Date (as the case may be), payable in
arrears (x) quarterly after the date of this Agreement on each Quarterly Date,
(y) in the case of commitment fee payable on the Term Commitments, on the Term
Commitment Expiry Date and (z) in the case of the Revolving Credit Commitments,
on the Revolving Credit Commitment Termination Date.

                  (b) Letter of Credit Commission, Etc. The Borrower hereby
promises to pay to the Administrative Agent (A) for the account of each Issuing
Bank a non-refundable fronting fee of 1/4 of 1% per annum of the face amount of
each Letter of Credit issued by such Issuing Bank for the period from the date
of issuance thereof until such Letter of Credit has been drawn in full, expires
or is terminated and (B) for the account of each Lender a non-refundable
commission on such Lender's Pro Rata Share of the average daily aggregate
Available Amount of all Letters of Credit then outstanding at the Applicable
Letter of Credit Fee Rate, such fees to be payable in arrears on each Quarterly
Date and on the Revolving Credit Commitment Termination Date and calculated, for
any day, after giving effect to any payments made under such Letter of Credit on
such day.

                  (c) Letter of Credit Expenses. The Borrower shall pay to each
Issuing Bank, for its own account, such commission, issuance fees, transfer fees
and other fees and charges in connection with the issuance or administration of
the Letters of Credit issued by such Issuing Bank as the Borrower and such
Issuing Bank shall agree.

                  Section 2.08.  Conversion and Continuation of Advances.


                  (a) Optional Conversion. The Borrower may on any Business Day,
upon notice given to the Administrative Agent not later than 12:00 noon (New
York City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Section 2.09, Convert all or any
portion of the Advances of one Type outstanding under a Facility (and, in the
case of Eurodollar Rate Advances, having the same Interest Period) into Advances
of the other Type under such Facility; provided that any Conversion of
Eurodollar Rate Advances into Base Rate Advances shall be made only on the last
day of an Interest Period for such Eurodollar Rate Advances, any Conversion of
Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less
than $5,000,000 or integral multiples of $1,000,000 in excess thereof and no
Conversion of any Advances shall result in a more than 20 separate Interest
Periods being outstanding. Each such notice of Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, (ii) the
aggregate amount, Type and Facility of the Advances (and, in the case of
Eurodollar Rate Advances, the Interest Period therefor) to be Converted and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the
initial Interest Period for such Advances. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

                  (b) Certain Mandatory Conversions.


                  (i) On the date on which the aggregate unpaid principal amount
         of Eurodollar Rate Advances comprising any Borrowing shall be reduced,
         by payment or prepayment or otherwise, to less than $5,000,000 such
         Advances shall automatically Convert into Base Rate Advances.

                  (ii) If the Borrower shall fail to select the duration of any
         Interest Period for any outstanding Eurodollar Rate Advances in
         accordance with the provisions contained in the definition of "Interest
         Period" in Section 1.01 and in clause (a) or (c) of this Section 2.08,
         the Administrative Agent will forthwith so notify the Borrower and the
         relevant Lenders, whereupon each such Eurodollar Rate Advance will
         automatically, on the last day of the then existing Interest Period
         therefor, Convert into a Base Rate Advance.

                  (iii) Upon the occurrence and during the continuance of any
         Event of Default and upon notice from the Administrative Agent to the
         Borrower at the request of the Required Lenders, (x) each Eurodollar
         Rate Advance will automatically, on the last day of the then existing
         Interest Period therefor, Convert into a Base Rate Advance and (y) the
         obligation of the Lenders to make, or to Convert Advances into, or to
         Continue, Eurodollar Rate Advances shall be suspended.

                  (c) Continuations. The Borrower may, on any Business Day, upon
notice given to the Administrative Agent not later than 12:00 noon (New York
City time) on the third Business Day prior to the date of the proposed
Continuation and subject to the provisions of Section 2.09, Continue all or any
portion of the Eurodollar Rate Advances outstanding under a Facility having the
same Interest Period as such Eurodollar Rate Advances; provided that any such
Continuation shall be made only on the last day of an Interest Period for such
Eurodollar Rate Advances, any Continuation of Eurodollar Rate Advances shall be
in an amount not less than $5,000,000 and no Continuation of any Eurodollar Rate
Advances shall result in more than 20 separate Interest Periods being
outstanding. Each such notice of Continuation shall, within the restrictions
specified above, specify (i) the date of such Continuation, (ii) the aggregate
amount and Facility of, and the Interest Period for, the Advances being
Continued and (iii) the duration of the initial Interest Period for the
Eurodollar Rate Advances subject to such Continuation. Each notice of
Continuation shall be irrevocable and binding on the Borrower.

                  Section 2.09.  Increased Costs, Illegality, Etc.


                  (a) Change in Law. If, due to either (i) the introduction of
or any change in or in the interpretation of (to the extent any such
introduction or change occurs after the date hereof) any law or regulation or
(ii) the compliance with any guideline or request from any central bank or other
governmental authority adopted or made after the date hereof (whether or not
having the force of law), there shall be any increase in the cost to any Lender
of agreeing to make or making, funding or maintaining Eurodollar Rate Advances
under any Facility, then the Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Administrative Agent), pay to the
Administrative Agent for the account of such Lender additional amounts
sufficient to compensate such Lender for such increased cost; provided that,
before making any such demand, each Lender agrees to use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions) to
designate a different Applicable Lending Office if the making of such a
designation would avoid the need for, or reduce the amount of, such increased
cost and would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender. A certificate as to the amount of such increased
cost, submitted to the Borrower by such Lender, shall be conclusive and binding
for all purposes, absent manifest error.

                  (b) Capital Requirements. If any Lender determines in good
faith that compliance with any law or regulation enacted or introduced after the
date hereof or any guideline or request from any central bank or other
governmental authority adopted or made after the date hereof (whether or not
having the force of law) affects or would affect the amount of capital required
or expected to be maintained by such Lender or any corporation controlling such
Lender and that the amount of such capital is increased by or based upon the
existence of such Lender's commitment to lend hereunder and other commitments of
this type or the issuance of the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender (with a copy of such demand to
the Administrative Agent), the Borrower shall pay to the Administrative Agent
for the account of such Lender, from time to time as specified by such Lender,
additional amounts sufficient to compensate such Lender in the light of such
circumstances, to the extent that such Lender reasonably determines such
increase in capital to be allocable to the existence of such Lender's commitment
to lend hereunder or to the issuance or maintenance of any Letters of Credit. A
certificate as to such amounts submitted to the Borrower by such Lender, shall
be conclusive and binding for all purposes, absent manifest error.

                  (c) Rates Not Covering Costs. If, with respect to any
Eurodollar Rate Advances, the Required Revolving Credit Lenders or Required Term
Lenders (as applicable) reasonably determine and notify the Administrative Agent
that the Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Required Lenders of making, funding or
maintaining their respective Eurodollar Rate Advances for such Interest Period,
the Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon (x) each Eurodollar Rate Advance will automatically, on the last day
of any then existing Interest Period therefor, Convert to a Base Rate Advance,
and (y) the obligation of the Lenders to make, or to Convert Advances into, or
to Continue, Eurodollar Rate Advances shall be suspended until the
Administrative Agent shall notify the Borrower and such Lenders that the
circumstances causing such suspension no longer exist.

                  (d) Illegality. Notwithstanding any other provision of this
Agreement, if the introduction of or any change in or in the interpretation of
(to the extent any such introduction or change occurs after the date hereof) any
law or regulation shall make it unlawful, or any central bank or other
governmental authority having appropriate jurisdiction shall assert in writing
after the date hereof that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrower
through the Administrative Agent, (i) each Eurodollar Rate Advance of such
Lender will automatically, upon such demand, Convert to a Base Rate Advance and
(ii) the obligation of such Lender to make, or to Convert Advances into, or to
Continue, Eurodollar Rate Advances shall be suspended until the Administrative
Agent shall notify the Borrower that such Lender has determined that the
circumstances causing such suspension no longer exist; provided that, before
making any such demand, such Lender agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to designate a
different Eurodollar Lending Office if the making of such a designation would
allow such Lender or its Eurodollar Lending Office to continue to perform its
obligations to make Eurodollar Rate Advances or to continue to fund or maintain
Eurodollar Rate Advances and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  (e) Excluded Periods. The Borrower shall not be obligated to
pay any additional amounts arising pursuant to clauses (a) and (b) of this
Section 2.09 that are attributable to the Excluded Period with respect to such
additional amount; provided that if an applicable law, rule, regulation,
guideline or request shall be adopted or made on any date and shall be
applicable to the period (a "S2.09(e) Retroactive Period") prior to the date on
which such law, rule, regulation, guideline or request is adopted or made, the
limitation on the Borrower's obligation to pay such additional amounts hereunder
shall not apply to the additional amounts payable in respect of such S2.09(e)
Retroactive Period so long as the Borrower receives written notice of such law,
rule, regulation, guideline or request from the Administrative Agent or any
Lender within 180 days after its adoption.

                  Section 2.10.  Payments and Computations.


                  (a) Manner of Payments. The Borrower shall make each payment
hereunder and under the Notes not later than 12:00 noon (New York City time) on
the day when due in U.S. Dollars to the Administrative Agent at the
Administrative Agent's Account in same day funds and without deduction, set-off
or counterclaim. The Administrative Agent will promptly thereafter cause to be
distributed like funds relating to the payment of principal or interest or
commitment fees under or in respect of a particular Facility ratably (other than
amounts payable pursuant to Section 2.09(a), 2.09(b), 2.11, 2.13(d) or 10.04(c),
or amounts payable to any Issuing Bank in respect of Letters of Credit) to the
relevant Lenders for the account of their Applicable Lending Offices, and like
funds relating to the payment of any other amount payable to any Lender to such
Lender for the account of its Applicable Lending Office, in each case to be
applied in accordance with the terms of this Agreement. Upon its acceptance of
an Assignment and Acceptance and recording of the information contained therein
in the Register pursuant to Section 10.07(d), from and after the effective date
of such Assignment and Acceptance, the Administrative Agent shall make all
payments hereunder and under the Notes in respect of the interest assigned
thereby to the Lender assignee thereunder, and the parties to such Assignment
and Acceptance shall make all appropriate adjustments in such payments for
periods prior to such effective date directly between themselves.

                  (b) Presumption as to Allocation of Funds. If the
Administrative Agent receives funds for application to the obligations under the
Loan Documents under circumstances for which the Loan Documents do not specify
the Advances or the Facility to which, or the manner in which, such funds are to
be applied, and the Borrower has not otherwise directed how such funds are to be
applied (which direction is consistent with the terms of the Loan Documents),
the Administrative Agent may, but shall not be obligated to, elect to distribute
such funds to each Lender ratably in accordance with such Lender's proportionate
share of the principal amount of all outstanding Revolving Credit Advances, then
to such Lender's proportionate share of the principal amount of all outstanding
Term Advances and then to the Available Amount of all Letters of Credit then
outstanding, in repayment or prepayment of such of the outstanding Advances or
other obligations owed to such Lender, and for application to such principal
installments, as the Administrative Agent shall direct.

                  (c) Charging of Accounts. The Borrower hereby authorizes each
Lender, if and to the extent payment owed to such Lender is not made by the
Borrower when due hereunder or under any Note held by such Lender, to charge
from time to time against any or all of the Borrower's accounts with such Lender
any amount so due (with notice to the Administrative Agent and the Borrower
promptly following such charge).

                  (d) Computations. All computations of interest and Letter of
Credit commissions shall be made by the Administrative Agent on the basis of a
year of 360 days (or, in the case of Base Rate Advances bearing interest based
upon clause (a) in the definition of "Base Rate" in Section 1.01, 365 or 366
days, as the case may be), and all computations of commitment fees shall be made
by the Administrative Agent on the basis of a year of 365 days, in each case for
the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest, fees or commissions are
payable. Each determination by the Administrative Agent of an interest rate, fee
or commission hereunder made in accordance with the provisions of this Agreement
shall be conclusive and binding for all purposes, absent manifest error.

                  (e) Payments Due on Non-Business Days. Whenever any payment
hereunder or under the Notes shall be stated to be due on a day other than a
Business Day, such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the computation of
payment of interest or commitment fee, as the case may be; provided that, if
such extension would cause payment of interest on or principal of Eurodollar
Rate Advances to be made in the next following calendar month, such payment
shall be made on the immediately preceding Business Day.

                  (f) Presumption by Administrative Agent. Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to any Lender hereunder that the Borrower will
not make such payment in full, the Administrative Agent may assume that the
Borrower has made such payment in full to the Administrative Agent on such date
and the Administrative Agent may, in reliance upon such assumption, cause to be
distributed to each such Lender on such due date an amount equal to the amount
then due such Lender. If and to the extent the Borrower shall not have so made
such payment in full to the Administrative Agent, each such Lender shall repay
to the Administrative Agent forthwith on demand such amount distributed to such
Lender together with interest thereon, for each day from the date such amount is
distributed to such Lender until the date such Lender repays such amount to the
Administrative Agent, at the Federal Funds Rate.

                  Section 2.11.  Taxes.


                  (a) Payments to be Made Free of Taxes. Any and all payments by
each Credit Party hereunder or under the Notes shall be made, in accordance with
Section 2.10, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding, in the case of each Tax Indemnitee,
income and franchise taxes and general taxes on capital imposed on such Tax
Indemnitee by a jurisdiction as a result of such Tax Indemnitee being organized
under the laws of such jurisdiction (or a political subdivision thereof) or of
its principal office or Applicable Lending Office being located in such
jurisdiction (or a political subdivision thereof) (all such non-excluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If a Credit Party shall be required by law
to deduct any Taxes from or in respect of any sum payable hereunder or under any
Note to any Tax Indemnitee, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.11) such Tax
Indemnitee receives an amount equal to the sum it would have received had no
such deductions been made, (ii) such Credit Party shall make such deductions and
(iii) such Credit Party shall pay the full amount deducted to the relevant
taxation authority or other authority in accordance with applicable law.

                  (b) Other Taxes. In addition, each Credit Party agrees to pay
any present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies that arise from any payment made by it
hereunder or under the Notes or from the execution, delivery or registration of
this Agreement or the Notes (hereinafter referred to as "Other Taxes").

                  (c) Indemnification by Credit Parties. Each Credit Party will
indemnify each Tax Indemnitee for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 2.11) paid by such Tax
Indemnitee and any liability (including penalties, additions to tax, interest
and expenses) arising therefrom or with respect thereto; provided that the
Credit Parties shall not be liable for any such Taxes, Other Taxes or liability
that is found in a final, non-appealable judgment to have resulted from (1) the
gross negligence or willful misconduct of such Tax Indemnitee or (2) the failure
by the Administrative Agent to perform any of its obligations under this
Agreement (but only to the extent such failure is found in a final,
non-appealable judgment to have resulted from the gross negligence or willful
misconduct of the Administrative Agent). This indemnification shall be made
within 30 days from such date such Tax Indemnitee makes written demand therefor.

                  (d) Delivery of Evidence of Payment. Within 30 days after the
date of any payment of Taxes, each Credit Party will furnish to the
Administrative Agent, at its address referred to in Section 10.02, appropriate
evidence of payment thereof. If such Credit Party shall make a payment hereunder
or under the Notes through an account or branch outside the United States, or a
payment is made on behalf of such Credit Party by a payor that is not a United
States Person, such Credit Party will, if no taxes are payable in respect of
such payment, furnish, or will cause such payor to furnish, to the
Administrative Agent, at such address, a certificate from the appropriate taxing
authority or authorities, or an opinion of counsel acceptable to the
Administrative Agent, in either case stating that such payment is exempt from or
not subject to Taxes. For purposes of this subsection (d) and subsection (e),
the terms "United States" and "United States Person" has the meanings specified
in Section 7701 of the Code.

                  (e) Certain Obligations of Non-U.S. Lenders. Each Lender
organized under the laws of a jurisdiction outside the United States shall, on
or prior to the date of its execution and delivery of this Agreement (in the
case of each Initial Lender) and on the date of the Assignment and Acceptance
pursuant to which it became a Lender (in the case of each other Lender), and
from time to time thereafter if requested in writing by the Borrower or the
Administrative Agent or promptly upon the occurrence of any event requiring a
change in the last form delivered by such Lender (but, in each case, only so
long as such Lender remains lawfully able to do so after the date such Lender
becomes a Lender hereunder), provide the Administrative Agent and the Borrower
with either (i) Internal Revenue Service form 1001 or 4224, as appropriate, or
any successor form prescribed by the Internal Revenue Service, certifying that
such Lender is entitled to benefits under an income tax treaty to which the
United States is a party that reduces the rate of withholding tax on payments
under this Agreement and the Notes or certifying that the income receivable
pursuant to this Agreement and the Notes is effectively connected with the
conduct of a trade or business in the United States or (ii) Internal Revenue
Service form W-8, upon which the Borrower is entitled to rely, from a Lender
that has not at the time such Lender becomes a Lender hereunder been named in
any notice issued by the Secretary of the Treasury (or such Secretary's
authorized delegate) pursuant to Sections 881(c)(2)(B) or 871(h)(5) of the Code,
or any successor form or statement prescribed by the Internal Revenue Service in
order to establish that such Lender is entitled to treat the interest payments
under this Agreement and the Notes as portfolio interest that is exempt from
withholding tax under the Code, together with a certificate stating that such
Lender is not described in Section 881(c)(3) of the Code.

                  If the form provided by a Lender at the time such Lender first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero (or if the Lender cannot provide at such time such
form because it is not entitled to reduced withholding under a treaty, the
payments are not effectively connected income and the payments do not qualify as
portfolio interest), withholding tax at such rate (or at the then existing U.S.
statutory rate if the Lender cannot provide the form) shall be excluded from
Taxes unless and until such Lender provides the appropriate form certifying that
a lesser rate applies, whereupon withholding tax at such lesser rate only shall
be excluded from Taxes for periods governed by such form; provided that, if at
the date of the Assignment and Acceptance pursuant to which a Lender assignee
becomes a party to this Agreement, the Lender assignor was entitled to payments
under subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to the extent such tax results in liability
for such payments, the term Taxes shall include (in addition to withholding
taxes that may be imposed in the future or other amounts otherwise includable in
Taxes) United States interest withholding tax, if any, applicable with respect
to the Lender assignee on such date.

                  (f) Limitation upon Indemnification of Non-U.S. Lenders. For
any period with respect to which a Lender has failed to provide the Borrower and
the Administrative Agent with the appropriate form described in Section 2.11(e)
(other than if such failure is due to a change in law occurring after the date
on which a form originally was required to be provided or if such form otherwise
is not required under paragraph (e) above), such Lender shall not be entitled to
indemnification under paragraph (a) or (c) above with respect to Taxes imposed
by the United States.

                  (g) Mitigation. Any Lender claiming any additional amounts
payable pursuant to this Section 2.11 shall use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office(s) if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
that may thereafter accrue and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender.

                  (h) Survival. Without prejudice to the survival of any other
agreement of the Credit Parties hereunder, the agreements and obligations of the
Credit Parties contained in this Section 2.11 shall survive the payment in full
of principal and interest hereunder and under the Notes.

                  Section 2.12. Sharing of Payments, Etc. If any Lender shall
obtain any payment (whether voluntary, involuntary, through the exercise of any
right of set-off, or otherwise) on account of the Advances owing to it under
either Facility (other than pursuant to Section 2.09(a), 2.09(b), 2.11, 2.13(d)
or 10.04(c), or payments to any Issuing Bank in respect of Letters of Credit) in
excess of its ratable share of payments on account of the Advances under such
Facility obtained by all the relevant Lenders, such Lender shall forthwith
purchase from the other relevant Lenders such participations in the Advances
under such Facility owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided that if
all or any portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each relevant Lender shall be rescinded
and such Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery together with an amount equal to such Lender's ratable
share (according to the proportion of (i) the amount of such Lender's required
repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect
of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section 2.12
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  Section 2.13.  Letters of Credit.


                  (a) Issuance of Letters of Credit, Etc. On and after the
Closing Date the Borrower may request any Issuing Bank to issue or have
outstanding, on the terms and conditions hereinafter set forth, letters of
credit for the account of the Borrower or its Restricted Subsidiaries (the
"Letters of Credit") from time to time on any Business Day during the period
from the Closing Date until the date 90 days prior to the Revolving Credit
Commitment Termination Date; provided that:

                  (i) the aggregate Available Amount of all Letters of Credit
         shall not exceed at any time the Letter of Credit Sublimit and the
         aggregate outstanding principal amount of all Revolving Credit Advances
         when added to the aggregate amount of Letter of Credit Liabilities
         shall not at any time exceed the aggregate amount of Revolving Credit
         Commitments;

                  (ii) no Letter of Credit shall have an expiration date later
         than, or shall permit the account party or the beneficiary to require
         the renewal thereof to a date beyond, the earlier of (x) the date one
         year after the issuance thereof and (y) the date five Business Days
         prior to the Revolving Credit Commitment Termination Date, provided
         that any Letter of Credit with a one-year term may provide for the
         renewal thereof for additional one-year periods (which shall in no
         event extend beyond the date referred to in the foregoing clause (y).

On each day during the period commencing with the issuance by any Issuing Bank
of any Letter of Credit and until such Letter of Credit shall have been drawn in
full or expired or been terminated, the Revolving Credit Commitment of each
Lender shall be deemed to be utilized for all purposes of this Agreement in an
amount equal to such Lender's Pro Rata Share of the then undrawn amount of such
Letter of Credit. Each Letter of Credit shall be denominated and payable in U.S.
Dollars.

                  (b)  Request for Issuance.


                  (i) Notices of Issuance. Each Letter of Credit shall be issued
         upon notice, given not later than 1:00 P.M. (New York City time) three
         Business Days prior to the date of the proposed issuance of such Letter
         of Credit, by the Borrower to any Issuing Bank and the Administrative
         Agent, which shall give to each Lender prompt notice thereof by telex
         or telecopier. Each such notice of issuance of a Letter of Credit (a
         "Notice of Issuance") shall be by telex or telecopier, confirmed
         promptly in writing, specifying therein (A) the requested date of such
         issuance (which shall be a Business Day), (B) the Available Amount
         requested for such Letter of Credit, (C) the identity of the Issuing
         Bank with respect to such Letter of Credit, (D) the expiration date of
         such Letter of Credit, (E) the account party or parties for such Letter
         of Credit, (F) the name and address of the beneficiary of such Letter
         of Credit and (G) the form of such Letter of Credit, together with a
         description of the nature of the transactions or obligations proposed
         to be supported thereby. If the requested form of such Letter of Credit
         is acceptable to such Issuing Bank in its sole discretion, such Issuing
         Bank will, upon fulfillment of the applicable conditions set forth in
         Article III, make such Letter of Credit available to the Borrower at
         its office referred to in Section 10.02 or as otherwise agreed with the
         Borrower in connection with such issuance.

                  (ii) Reports by Issuing Banks. Each Issuing Bank shall furnish
         (A) to the Administrative Agent on the first Business Day of each week
         a written report summarizing the issuance and expiration dates of
         Letters of Credit issued by it during the previous week and drawings
         during such week under all Letters of Credit issued by it, (B) to each
         Lender and to the Borrower on the first Business Day of each month, a
         written report summarizing the issuance and expiration dates of the
         Letters of Credit issued by it during the preceding month and drawings
         during such month under all Letters of Credit issued by it and (C) to
         the Administrative Agent and each Lender on the first Business Day of
         each calendar quarter, a written report setting forth the average daily
         aggregate Available Amount during the preceding calendar quarter of all
         Letters of Credit issued by it.

                  (c)  Drawing and Reimbursement.


                  (i) Reimbursement Upon Drawings, Etc. The payment by an
         Issuing Bank of a draft drawn under any Letter of Credit shall
         constitute for all purposes of this Agreement the making by such
         Issuing Bank of a Revolving Credit Advance to the Borrower in the
         amount of such payment, which the Borrower agrees to repay on demand
         and, if not paid on demand, shall bear interest, from the date demanded
         to the date paid in full (and which interest shall be payable on
         demand), (x) from and including the date of demand to but not including
         the second Business Day thereafter at the Base Rate in effect for each
         such day plus the Applicable Margin in effect for each such day, and
         (y) from and including said second Business Day thereafter at the
         Post-Default Rate. Without limiting the obligations of the Borrower
         hereunder, upon demand by such Issuing Bank through the Administrative
         Agent, each Lender having a Revolving Credit Commitment shall make
         Revolving Credit Advances in an aggregate amount equal to the amount of
         such Lender's Pro Rata Share of such advance by making available for
         the account of its Applicable Lending Office to the Administrative
         Agent for the account of such Issuing Bank, by deposit to the
         Administrative Agent's Account, in same day funds, an amount equal to
         the sum of (A) its Pro Rata Share of the outstanding principal amount
         of such advance plus (B) interest accrued and unpaid to and as of such
         date on the outstanding principal amount of such advance.

                  (ii) Reimbursement From Revolving Credit Advances. Each Lender
         agrees to make such Revolving Credit Advances on the Business Day on
         which demand therefor is made by any Issuing Bank through the
         Administrative Agent (provided that notice of such demand is given not
         later than 12:00 noon (New York City time) on such Business Day) or (if
         notice of such demand is given after such time) the first Business Day
         next succeeding such demand.

                  (iii) Interest Upon Failure to Make Revolving Credit Advances.
         If and to the extent that any Revolving Credit Lender shall not have so
         made the amount of such Revolving Credit Advance available to the
         Administrative Agent for the account of any Issuing Bank, such Lender
         agrees to pay to the Administrative Agent forthwith on demand such
         amount together with interest thereon, for each day from the date of
         demand by such Issuing Bank until the date such amount is paid to the
         Administrative Agent, at the Federal Funds Rate.

                  (iv) Obligations of Revolving Credit Lenders Absolute. The
         Revolving Credit Advances provided for in this Section 2.13 shall be
         made by the Lenders irrespective of whether there has occurred and is
         continuing any Default or Event of Default or of whether any other
         condition precedent specified in Article III has not been satisfied,
         and the obligation of each Lender under the Revolving Credit Facility
         to make such Revolving Credit Advances is absolute and unconditional.

                  (d)  Increased Costs.


                  (i) Change in Law. If any change in any law or regulation or
in the interpretation thereof (to the extent any such change occurs after the
date hereof) by any court or administrative or governmental authority charged
with the administration thereof shall either (x) impose, modify or deem
applicable any reserve, special deposit or similar requirement against letters
of credit or guarantees issued by, or assets held by, or deposits in or for the
account of, any Issuing Bank or any Lender or (y) impose on any Issuing Bank or
any Lender any other condition regarding this Agreement, such Issuing Bank or
such Lender or any Letter of Credit, and the result of any event referred to in
the preceding clause (x) or (y) shall be to increase the cost to such Issuing
Bank or such Lender of issuing or maintaining any Letter of Credit or any
commitment hereunder in respect of Letters of Credit, then, upon demand by such
Issuing Bank or such Lender, the Borrower shall immediately pay to such Issuing
Bank or such Lender, from time to time as specified by such Issuing Bank or such
Lender, additional amounts that shall be sufficient to compensate such Issuing
Bank or such Lender for such increased cost. A certificate as to the amount of
such increased cost, submitted to the Borrower by such Issuing Bank or such
Lender shall be conclusive and binding for all purposes, absent manifest error.

                  (ii) Excluded Periods. The Borrower shall not be obligated to
pay any additional amounts arising pursuant to this Section 2.13(d) that are
attributable to the Excluded Period with respect to such additional amounts;
provided that if an applicable law, rule, regulation, guideline or request shall
be adopted or made on any date and shall be applicable to the period (a
"ss.2.13(d) Retroactive Period") prior to the date on which such law, rule,
regulation, guideline or request is adopted or made, the limitation on the
Borrower's obligation to pay such additional amounts hereunder shall not apply
to the additional amounts payable in respect of such ss.2.13(d) Retroactive
Period so long as the Borrower receives written notice of such law, rule,
regulation, guideline or request from the Administrative Agent or any Lender
within 180 days after its adoption.

                  (e) Obligations of Borrower Absolute. The obligations of the
Borrower under this Agreement and any other L/C Related Document shall, to the
extent permitted by law, be unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of such L/C Related Document under all
circumstances, including, without limitation, any of the following
circumstances:

                  (i)  any lack of validity or enforceability of any one or more
         of such other documents and agreements, including, but not limited to,
         the L/C Related Documents;

                  (ii) any change in the time, manner or place of payment of, or
         in any other term of, all or any of the obligations of the Borrower in
         respect of any L/C Related Document or any other amendment or waiver of
         or any consent to departure from all or any of the L/C Related
         Documents;

                  (iii) the existence of any claim, set-off, defense or other
         right that the Borrower may have at any time against any beneficiary or
         any transferee of a Letter of Credit (or any Persons for whom any such
         beneficiary or any such transferee may be acting), any Issuing Bank or
         any other Person, whether in connection with the transactions
         contemplated by the L/C Related Documents or any unrelated transaction;

                  (iv) any statement or any other document presented under a
         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;

                  (v) payment by any Issuing Bank under a Letter of Credit
         against presentation of a draft or certificate that does not comply
         with the terms of such Letter of Credit, except to the extent that such
         payment resulted from such Issuing Bank's willful misconduct or gross
         negligence, as found in a final, non-appealable judgment by a court of
         competent jurisdiction, in determining whether such draft or
         certificate complies on its face with the terms of such Letter of
         Credit;

                  (vi) any exchange, release or nonperfection of any collateral,
         or any release or amendment or waiver of or consent to departure from
         any guarantee, for all or any of the obligations of the Borrower in
         respect of the L/C Related Documents; or

                  (vii) any other circumstance or happening whatsoever, whether
         or not similar to any of the foregoing, including, without limitation,
         any other circumstance that might otherwise constitute a defense
         available to, or a discharge of, the Borrower or a guarantor.

                  Section 2.14.  Replacement of Lenders, Etc.


                  (a) Replacement of Lenders. Subject to clause (b) below, if
any Lender requests compensation pursuant to Section 2.09(a), 2.09(b), 2.11 or
2.13(d), or the obligation of any Lender to make, or to Convert Base Rate
Advances into, or to Continue, Eurodollar Rate Advances shall be suspended
pursuant to Section 2.09(c) or 2.09(d) (such Lender being herein called an
"Affected Lender"), then, so long as such condition exists, the Borrower may,
after the date 30 days after the date of such request or suspension, (x)
designate an assignee acceptable to the Administrative Agent and each Issuing
Bank (which acceptance will not be unreasonably withheld) that is not an
Affiliate of the Borrower (such assignee being herein called a "Replacement
Lender") to assume the Affected Lender's Commitments and other obligations
hereunder and to purchase the Affected Lender's Advances and other rights under
the Loan Documents (all without recourse to or representation or warranty by, or
expense to, the Affected Lender) for a purchase price equal to the aggregate
principal amount of the outstanding Advances held by the Affected Lender plus
all accrued but unpaid interest on such Advances and accrued but unpaid fees
owing to the Affected Lender (and upon such assumption, purchase and
substitution, and subject to the execution and delivery to the Administrative
Agent by the Replacement Lender of documentation satisfactory to the
Administrative Agent and compliance with the requirements of Section 10.07(c),
the Replacement Lender shall succeed to the rights and obligations of the
Affected Lender hereunder and the other Loan Documents), (y) pay to the Affected
Lender all amounts payable to such Affected Lender under Section 10.04(c),
calculated as if the purchase by the Replacement Lender constituted a mandatory
prepayment of Advances by the Borrower, and (z) pay to the Administrative Agent
the processing and recordation fee specified in Section 10.07(a)(vi) with
respect to such assignment. If the Borrower exercises its rights under the
preceding sentence, the Affected Lender shall no longer be a party hereto or
have any rights or obligations hereunder or under the other Loan Documents;
provided that the obligations of the Borrower to the Affected Lender under
Sections 2.09, 2.11 and 10.04 with respect to events occurring or obligations
arising before or as a result of such replacement shall survive such exercise.

                  (b) Certain Limitations Upon Exercise of Rights by Borrower.
The Borrower may not exercise its rights under this Section 2.14 (i) with
respect to any Affected Lender unless the Borrower simultaneously exercises such
rights with respect to all Affected Lenders, (ii) if a Default or an Event of
Default has occurred and is then continuing or (iii) with respect to any Lender
that has taken action to eliminate the need for any additional compensation
under Section 2.09(a), 2.09(b), 2.11 or 2.13(d), as applicable.

                                   ARTICLE III

                              CONDITIONS OF LENDING

                  Section 3.01. Initial Extensions of Credit. The obligation of
any Lender or any Issuing Bank to make its initial extension of credit hereunder
(whether by making an Advance or issuing a Letter of Credit) is subject to the
condition precedent that (1) such extension of credit shall be made on or before
December 10, 1999 and (2) the Administrative Agent shall have received the
following in form and substance satisfactory to it:

                  (a)  Notes.  The Notes, duly executed by the Borrower.


                  (b) Organizational Documents, Etc. For each Obligor, such
         documents and certificates as the Administrative Agent shall have
         reasonably requested relating to the organization, existence and good
         standing of each Obligor, the authorization of the Credit Agreement
         Transactions and any other legal matters relating to the Obligors, this
         Agreement, the other Loan Documents or the Credit Agreement
         Transactions, all in form and substance reasonably satisfactory to the
         Administrative Agent and its counsel.

                  (c) Opinions of Counsel to the Credit Parties. Favorable
         opinions of Buchanan Ingersoll Professional Corporation, special
         counsel for the Credit Parties, and Colin Higgin, Deputy General
         Counsel of Adelphia, in substantially the form of Exhibit C-1 and C-2,
         respectively, and otherwise reasonably satisfactory to the
         Administrative Agent and the Lenders (and each Credit Party hereby
         requests such counsel to deliver such opinions).

                  (d) Opinion of Special FCC Counsel. A favorable opinion of
         Cole, Raywid & Braverman, L.L.P., special FCC counsel for the Credit
         Parties, in form and substance reasonably satisfactory to the
         Administrative Agent and the Lenders (and each Credit Party hereby
         requests such counsel to deliver such opinion).

                  (e) Opinion of Counsel to Citibank. A favorable opinion of
         Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for
         Citibank, in substantially the form of Exhibit D (and Citibank hereby
         requests such counsel to deliver such opinion).

                  (f)  Certificate of Financial Officer of Borrower.  A
         certificate of a Financial Officer of the

         Borrower:

                           (i) to the effect that the representations and
                  warranties contained in each Loan Document are correct on and
                  as of the Closing Date, before and after giving effect to the
                  transactions contemplated hereby (and in each case giving
                  effect also to the contribution to the Borrower of the
                  Contributed Systems as contemplated by the Contribution
                  Agreement and the Exchange Agreement), as though made on and
                  as of such date (or, if any such representation or warranty is
                  expressly stated to have been made as of a specific date, as
                  of such specific date);

                           (ii)  to the effect that no event has occurred and is
                  continuing that constitutes a
                  Default or an Event of Default; and

                          (iii) demonstrating compliance on a pro forma basis
                 with the Borrower's financial covenants contained in Section
                 6.13 (the determination of such compliance to be calculated on
                 a pro forma basis, as at the end of and for the most recent
                 fiscal quarter, under the assumption that the Advances made on
                 the Closing Date shall have been made at the beginning of the
                 applicable period).

                  (g) Contribution of Systems. Evidence that Century and TCI
         shall have transferred to the Borrower the Contributed Systems and
         related assets contemplated by the provisions of the Contribution
         Agreement and the Exchange Agreement to be transferred to the Borrower,
         in all material respects in accordance with the terms of the
         Contribution Agreement and the Exchange Agreement (and no material
         provision thereof shall have been waived, amended, supplemented or
         otherwise modified in any material respect without the consent of the
         Required Lenders); and the Administrative Agent shall have received a
         certificate of a Financial Officer to such effect and to the effect
         that attached thereto are true and complete copies of the documents
         delivered in connection with the closing thereunder.

                  (h) Repayment of Existing Credit Agreements, Etc. Evidence
         that the Borrower shall have repaid (or is simultaneously repaying) all
         amounts outstanding under the Existing Credit Agreements and all other
         Indebtedness (other than any Existing Affiliate Indebtedness) that is
         (x) to be assumed by the Borrower upon contribution of Contributed
         Systems to the Borrower by Century and TCI and (y) not permitted under
         Section 6.01(b), that all commitments to lend thereunder shall have
         been (or shall simultaneously be) terminated, and that all Liens
         securing such obligations that are not permitted under Section 6.02(b)
         have been released in a manner satisfactory to the Administrative Agent
         and that all commitments to extend credit thereunder shall have been
         terminated.

                  (i) Governmental and Third-Party Approvals. Evidence of
         receipt of all governmental and third party consents and approvals
         necessary in connection with this Agreement and that the same remain in
         effect, including approvals from all Governmental Authorities required
         with respect to the transfer to the Borrower of the Contributed Systems
         and related assets by Century and TCI or their respective Affiliates
         pursuant to the Contribution Agreement and the Exchange Agreement.

                  (j) Lien Search. The results of a recent lien search in each
         of the jurisdictions requested by the Administrative Agent, and such
         searches shall reveal no liens on any of the assets of any Obligor
         except for Liens permitted by Section 6.02 or Liens to be discharged on
         or prior to the Closing Date pursuant to documentation satisfactory in
         form and substance to the Administrative Agent.

                  (k)  Evidence of Insurance.  Evidence of the existence of all
insurance required to be maintained by the Borrower and its Restricted
Subsidiaries hereunder.

                  (l) Management Agreement; Management Fee Subordination
         Agreement. The Management Agreement, duly executed and delivered by the
         respective parties thereto, in form and substance satisfactory to the
         Administrative Agent, together with a Management Fee Subordination
         Agreement, duly executed and delivered by the Borrower and the Manager.

                  (m) Payment of Certain Fees. Evidence that the Borrower shall
         have paid all fees required to be paid, and all expenses for which
         invoices have been presented, on or before the Closing Date (including,
         without limitation, the reasonable fees and expenses of Milbank, Tweed,
         Hadley & McCloy LLP, special New York counsel to Citibank).

                  (n) Pledge Agreements. The Administrative Agent shall have
         received the Partners Pledge Agreement and the Credit Party Pledge
         Agreement (and, to the extent that on the Closing Date any Restricted
         Subsidiary shall not be a Wholly Owned Subsidiary of the Borrower, an
         appropriate Minority Owner Pledge Agreement) each duly executed and
         delivered by the respective pledgors party thereto, and each of such
         pledgors shall have taken such action (including delivery of any
         certificates evidencing any Capital Securities pledged pursuant to any
         of such Pledge Agreements) as the Administrative Agent shall have
         reasonably requested to perfect the Lien created thereunder under
         applicable law. In addition, the Administrative Agent shall be
         satisfied that (i) the Lien granted to the Administrative Agent
         pursuant to each such Pledge Agreement constitutes a first priority
         perfected security interest; and (ii) no Lien exists on any of Capital
         Securities pledged pursuant to any of such Pledge Agreements other than
         the Lien created in favor of the Administrative Agent thereunder.

                  (o)  Other Documents.  Such other documents as the
         Administrative Agent or any Lender or

         special New York counsel to Citibank may reasonably request.

                  Section 3.02. Conditions Precedent to Term Borrowing. The
obligation of each Term Lender to make the Term Advances shall be subject to the
conditions precedent that either (a) the principal of and interest on all
Existing Affiliate Indebtedness shall be paid in full from the proceeds thereof
(and from any other funds necessary at the time to repay interest to the extent
that the aggregate amount of such principal and interest shall exceed the
aggregate amount of the Term Commitments) or (b) no Existing Affiliate
Indebtedness has been assumed by the Borrower upon the contribution to the
Borrower of the Contributed Systems pursuant to the Contribution Agreement.

                  Section 3.03. Conditions Precedent to Each Borrowing and
Issuance. The obligation of each Lender to make an Advance on the occasion of
each Borrowing (excluding, however, the making of any Advance pursuant to
Section 2.13), and the right of the Borrower to request the issuance of Letters
of Credit, shall be subject to the further conditions precedent that on the date
of such Borrowing or issuance the following statements shall be true (and each
of the giving of the applicable Notice of Borrowing or Notice of Issuance and
the acceptance by the Borrower of the proceeds of such Borrowing or of such
Letter of Credit shall constitute a representation and warranty by the Borrower
that on the date of such Borrowing or issuance such statements are true):

                  (a) the representations and warranties contained in each Loan
         Document are correct in all material respects on and as of the date of
         such Borrowing or issuance, before and after giving effect to such
         Borrowing or issuance and to the application of the proceeds therefrom
         (and, in the case of the initial Borrowing, giving effect also to the
         contribution to the Borrower of the Contributed Systems as contemplated
         by the Contribution Agreement and the Exchange Agreement), as though
         made on and as of such date (or, if any such representation or warranty
         is expressly stated to have been made as of a specific date, as of such
         specific date); and

                  (b) no event has occurred and is continuing, or would result
         from such Borrowing or issuance or from the application of the proceeds
         therefrom, that constitutes a Default or an Event of Default.

                  Section 3.04. Determinations Under Section 3.01. For purposes
of determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Administrative Agent responsible for the transactions contemplated by the
Loan Documents shall have received notice from such Lender prior to the Closing
Date specifying its objection thereto and such Lender shall not have made
available to the Administrative Agent such Lender's ratable portion of the
Borrowings made on the Closing Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

                  Each Credit Party represents and warrants to the
Administrative Agent and each of the Lenders that:

                  Section 4.01. Organization; Powers. It (i) is a corporation
(or, as the case may be, a limited liability company or partnership) duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is duly qualified and in good standing as
a foreign corporation (or limited liability company or partnership, as the case
may be) in each other jurisdiction in which the conduct of its business requires
it to so qualify or be licensed and where, in each case, failure so to qualify
and be in good standing has had or could reasonably be expected to have a
Material Adverse Effect and (iii) has all requisite power (corporate or other)
and authority to own or lease and operate its properties and to carry on its
business as now conducted and as proposed to be conducted, to execute, deliver
and perform its obligations under each of the Loan Documents and each other
agreement or instrument contemplated hereby to which it is or will be a party
and, in the case of the Borrower, to borrow hereunder.

                  Section 4.02. Authorization. The execution, delivery and
performance by each Credit Party of this Agreement and each other Loan Document
to which it is or is required to be a party, and the consummation of the Credit
Agreement Transactions, are within such Credit Party's powers (corporate or
other), have been duly authorized by all necessary corporate or other action,
and do not (i) contravene such Credit Party's articles, charter, by-laws, or
operating or partnership agreement or other organizational documents, or any
directors' or shareholders' resolution, (ii) violate any applicable law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award of
any Governmental Authority binding upon or affecting such Credit Party, (iii)
conflict with or result in the breach of, or constitute a default under, any
agreement, contract, loan agreement, indenture, mortgage, deed of trust, lease
or other instrument binding on or affecting any Credit Party or any of the
properties of any Credit Party or (iv) result in or require the creation or
imposition of any Lien upon or with respect to any of the properties of any
Credit Party. No Credit Party is in violation of any such law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award of any
Governmental Authority or in breach of any such agreement, contract, loan
agreement, indenture, mortgage, deed of trust, lease or other instrument, the
violation or breach of which has had or could be reasonably expected to have a
Material Adverse Effect.

                  Section 4.03. Enforceability. This Agreement has been duly
executed and delivered by the Borrower and constitutes, and each other Loan
Document when executed and delivered by each Credit Party party thereto will
constitute, a legal, valid and binding obligation of such Credit Party
enforceable against such Credit Party in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors'
rights generally.

                  Section 4.04. Governmental Approvals. No action, consent or
approval of, registration or filing with or any other action by any Governmental
Authority is or will be required in connection with the Credit Agreement
Transactions, except for such as will have been made or obtained and are in full
force and effect as of the Closing Date.

                  Section 4.05.  Financial Statements.


                  (a)  Financial Statements.  The Borrower has heretofore
furnished to each of the Lenders the

following financial statements:

                  (i) the pro forma unaudited combined statements of revenues
         and operating expenses and capital expenditures of the Contributed
         Systems as of and for the fiscal years ended December 31, 1997 and
         December 31, 1998, respectively, each of which financial statements has
         been prepared under the assumption that the transactions contemplated
         by the Contribution Agreement and the Exchange Agreement had been
         consummated at the beginning of such respective periods; and

                  (ii) the pro forma unaudited combined balance sheet and
         statements of revenues and operating expenses of the Contributed
         Systems as of and for the six-month period ended June 30, 1999, each of
         which financial statements has been prepared under the assumption that
         the transactions contemplated by the Contribution Agreement and the
         Exchange Agreement had been consummated at the beginning of such
         period.

All such financial statements are complete and correct and fairly present in all
material respects the actual or pro forma (as the case may be) financial
condition of the respective entities as at said respective dates and the actual
or pro forma (as the case may be) results of their operations for the applicable
periods ended on said respective dates, all in accordance with GAAP applied on a
consistent basis. As of the date hereof, there are no material contingent
liabilities, material liabilities for taxes, material unusual forward or
long-term commitments or material unrealized or anticipated losses from any
unfavorable commitments of the Borrower or any of its Restricted Subsidiaries,
or any of the Contributed Systems, except as referred to or reflected or
provided for in said unaudited financial statements as at September 30, 1999.

                  (b) Pro forma Compliance with Financial Covenants. The
certificate delivered pursuant to Section 3.01(f)(iii) has been based on
estimates that the Borrower believes are fair, accurate and reasonable at the
time such certificate has been furnished to the Lenders.

                  Section 4.06. No Material Adverse Change. Since December 31,
1998, there has been no material adverse change in the consolidated financial
condition, operations, business or prospects of the Contributed Systems (taken
as a whole) from that set forth in the financial statements as at said date
referred to in Section 4.05(a)(i) and 4.05(a)(ii), and, since the Closing Date
(after giving effect to the transactions contemplated to occur hereunder on the
Closing Date), there has been no material adverse change in the consolidated
financial condition, operations, business or prospects of the Borrower and its
Restricted Subsidiaries taken as a whole.

                  Section 4.07. Title to Properties, Etc. Each of the Borrower
and its Restricted Subsidiaries has good title to, or valid leasehold interests
in, all properties and assets which are material to the Borrower and its
Restricted Subsidiaries, taken as a whole, except for minor defects in title
that do not materially interfere with its ability to conduct its business as
currently conducted or to utilize such properties and assets for their intended
purposes. All such material properties and assets are free and clear of Liens,
other than Liens expressly permitted by Section 6.02.

                  Section 4.08. Subsidiaries; Other Equity Investments. Set
forth on Schedule 4.08 is a complete and accurate list of all Subsidiaries of
each Credit Party as of the Closing Date showing as of the Closing Date (as to
each Restricted Subsidiary) the jurisdiction of its organization, the number of
shares of each class of capital stock or membership or partnership interests
authorized, and the number outstanding and the percentage of the outstanding
shares or interests of each such class owned, directly or indirectly, by such
Credit Party and the number of shares covered by all outstanding options,
warrants, rights of conversion or purchase and similar rights. All of the
outstanding capital stock or membership or partnership interests of all of such
Restricted Subsidiaries have been validly issued, are fully paid and
non-assessable and are owned by such Credit Party or one or more of its
Restricted Subsidiaries free and clear of all Liens. Each Restricted Subsidiary
(i) is a corporation (or, as the case may be, a limited liability company or
partnership) duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, (ii) is duly qualified and in good
standing as a foreign corporation or limited partnership, as the case may be, in
each other jurisdiction in which the conduct of its business requires it to so
qualify or be licensed and where, in each case, failure to so qualify and be in
good standing has had or could reasonably be expected to have a Material Adverse
Effect and (iii) has all requisite power (corporate or other) and authority to
own or lease and operate its properties and to carry on its business as now
conducted and as proposed to be conducted. On the date hereof, there are no
Unrestricted Subsidiaries.

                  Section 4.09.  Litigation; Compliance with Laws.


                  (a) Litigation. There are no actions, suits or proceedings at
law or in equity or by or before any Governmental Authority now pending or, to
the knowledge of any Credit Party, threatened against or affecting the Borrower
or any Restricted Subsidiary or any business, property or rights of the Borrower
or any Restricted Subsidiary (i) that involve any Loan Document or the Credit
Agreement Transactions or (ii) as to which there is a reasonable likelihood of
an adverse determination and that, if adversely determined, individually or in
the aggregate, has had or could reasonably be expected to have a Material
Adverse Effect.

                  (b) Compliance with Laws. Neither the Borrower nor any
Restricted Subsidiary nor the CATV Systems owned by them is in violation of, nor
will the continued operation of their properties and assets as currently
conducted, violate any law, rule or regulation (including any zoning, building,
ordinance, code or approval or any building permits), or is in default with
respect to any judgment, writ, injunction, decree or order of any Governmental
Authority, where such violation or default has had or could reasonably be
expected to have a Material Adverse Effect.

                  Section 4.10.  Agreements.


                  (a) No Default Under Agreements, Etc. Neither the Borrower nor
any Restricted Subsidiary is in default in any manner under any provision of (i)
any agreement or instrument evidencing Indebtedness or relating to any
Franchise, (ii) the Management Agreement or (iii) the Partnership Agreement,
where such default has had or could reasonably be expected to have a Material
Adverse Effect.

                  (b) Restrictive Agreements. As of the date hereof, other than
as set forth in Schedule 4.10, neither the Borrower nor any Restricted
Subsidiary is subject to any indenture, agreement, instrument or other
arrangement of the type prohibited in Section 6.03.

                  Section 4.11. Federal Reserve Regulations. Neither the
Borrower nor any Restricted Subsidiary is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
buying or carrying Margin Stock. No part of the proceeds of any Advance will be
used by the Borrower or any Restricted Subsidiary, whether directly or
indirectly, and whether immediately, incidentally or ultimately, for any purpose
that violates Regulation U or X.

                  Section 4.12. Investment Company Act; Public Utility Holding
Company Act. Neither the Borrower nor any of its Subsidiaries is an "investment
company," as defined in, or subject to regulation under, the Investment Company
Act of 1940, as amended. Neither the Borrower nor any of its Subsidiaries is a
"holding company", as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935, as amended.

                  Section 4.13. Tax Returns. Each of the Borrower and its
Restricted Subsidiaries has filed or caused to be filed all material national,
Federal, state, provincial and other tax returns, extensions or materials
required to have been filed by it and has paid or caused to be paid all taxes
due and payable by it and all assessments received by it, except (i) taxes and
assessments that are being contested in good faith by appropriate proceedings
and for which it shall have set aside on its books adequate reserves in
accordance with GAAP and (ii) taxes and assessments the failure to pay which has
not had and could not reasonably be expected to result in a Material Adverse
Effect.

                  Section 4.14. No Material Misstatements. None of (x) the
Confidential Information Memorandum or (y) the information, reports, financial
statements, exhibits and schedules furnished in writing by or on behalf of the
Borrower to the Administrative Agent or any Lender in connection with the
negotiation, preparation or delivery of this Agreement and the other Loan
Documents or included herein or therein or delivered pursuant hereto or thereto,
when taken as a whole, contains any untrue statement of material fact or omits
to state any material fact necessary to make the statements herein or therein,
in light of the circumstances under which they were made, not misleading, other
than a material fact the effect of which is favorable to the Borrower; provided
that to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes a forecast, projection or expressions of
opinion, the Borrower represents only that it acted in good faith and utilized
reasonable assumptions and due care in the preparation of such information,
report, financial statement, exhibit or schedule. There is no fact known to the
Borrower that has had or could reasonably be expected to have a Material Adverse
Effect that has not been disclosed herein, in the other Loan Documents or in a
report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Administrative Agent or the Lenders for use in
connection with the transactions contemplated hereby or thereby.

                  Section 4.15. Pension and Welfare Plans. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement and prior to the date of any Advance hereunder, no steps have
been taken to terminate any Pension Plan, and no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien
under Section 302(f) of ERISA. No condition exists or event or transaction has
occurred with respect to any Pension Plan which might result in the incurrence
by the Borrower or any member of the Controlled Group of any material liability,
fine or penalty. Neither the Borrower nor any member of the Controlled Group has
any material contingent liability with respect to any post-retirement benefit
under a Welfare Plan, other than liability for continuation coverage described
in Part 6 of Title I of ERISA.

                  Section 4.16. Environmental Matters. Except as set forth in
Schedule 4.16, the operations and properties of each Credit Party and each of
its Subsidiaries are in compliance in all material respects with all
Environmental Laws, all necessary Environmental Permits have been obtained and
are in effect for the operations and properties of each Credit Party and its
Subsidiaries. Each Credit Party and its Subsidiaries are in compliance in all
material respects with all such Environmental Permits, no circumstances exist
that could (i) form the basis of an Environmental Claim of $5,000,000 or more
against any Credit Party or any of its Subsidiaries or (ii) cause any such
property to be subject to any restrictions on ownership, occupancy, use or
transferability under any Environmental Law that has had or could reasonably be
expected to have a Material Adverse Effect, and, to the knowledge of each Credit
Party and its Subsidiaries, no investigation (other than routine investigations)
of any such operation or property has been or is being conducted by any
Governmental Authority with respect to the enforcement of any Environmental Law
other than investigations which have not had and could not reasonably be
expected to have a Material Adverse Effect.

                  Section 4.17. Insurance. Schedule 4.17 sets forth a true,
complete and correct description of all material insurance maintained by the
Borrower (including insurance maintained by the Borrower for its Restricted
Subsidiaries) as of the date hereof. As of the date hereof, such insurance is in
full force and effect and all premiums which have become due and payable have
been duly paid. Each of the Borrower and its Restricted Subsidiaries maintains
insurance in such amounts and covering such risks and liabilities as are in
accordance with normal industry practice.

                  Section 4.18. Solvency. Immediately after the consummation of
the Credit Agreement Transactions on the Closing Date and immediately following
the making of each Advance and after giving effect to the application of the
proceeds thereof, and taking into account all rights of indemnity, subrogation
and contribution of the Credit Parties under applicable law and under Section
9.08, each Credit Party is Solvent.

                  Section 4.19. Intellectual Property. Each of the Borrower and
its Restricted Subsidiaries owns or has rights to use all Intellectual Property
necessary for the conduct of its business as currently conducted, except for any
failure to so own or have rights to use Intellectual Property which,
individually or in the aggregate, has not had and could not reasonably be
expected to have a Material Adverse Effect. To the knowledge of the Borrower,
neither the use of the Intellectual Property by the Borrower and its Restricted
Subsidiaries nor the conduct of their respective businesses (including the
marketing, sale, distribution and use of the products or services of the
Borrower or any Restricted Subsidiary) infringes on the rights of any Person in
any material respect and in any manner which has had or could reasonably be
expected to have a Material Adverse Effect.

                  Section 4.20. Year 2000. The Borrower and each other Credit
Party has reviewed the areas within its business and operations (including those
affected by suppliers and vendors) which could be adversely affected by, and
prior to the date hereof, has addressed, the "Year 2000 Problem" (that is, the
risk that computer applications used by such Persons (or suppliers and vendors)
may be unable to recognize and properly perform date-sensitive functions
involving certain dates prior to and any date after December 31, 1999). The Year
2000 Problem could not reasonably be expected to have a Material Adverse Effect.

                  Section 4.21. Franchises. Each Franchise of the Borrower and
each of its Restricted Subsidiaries is in full force and effect pursuant to each
agreement set forth on Schedule 4.21, was lawfully issued pursuant to the rules
and regulations of each jurisdiction set forth on Schedule 4.21 and authorizes
the Borrower and each such Restricted Subsidiary to operate such Franchise until
the dates set forth on Schedule 4.21, and no other or further approval, filing
or other action of any Governmental Authority is or will be necessary or
advisable in order to permit the Borrower's or any of its Restricted
Subsidiaries' operation of its CATV Systems in accordance with the terms
thereof. Schedule 4.21 correctly identifies each franchisee. The Borrower and
its Restricted Subsidiaries are in compliance with all material terms and
conditions of each of their respective Franchises and FCC Licenses and no event
has occurred or exists which permits or, after the giving of notice or the lapse
of time or both, would permit the revocation or termination of any such
Franchise or FCC License. No Unrestricted Subsidiary owns or has rights to any
FCC License or Franchise necessary for the ongoing operations of the Borrower
and its Restricted Subsidiaries or their respective CATV Systems.

                  Section 4.22. FCC Licenses, Utilities Etc. The Borrower and
each of its Restricted Subsidiaries owns, possesses and has the right to use all
licenses, permits and other rights, including all material agreements with
public utilities and microwave transmission companies, pole use access or rental
agreements (including Pole Agreements and Pole Rental Leases) and all other
utility easements, necessary to own and operate its property and its CATV
Systems and to carry on its business as presently conducted or as presently
planned to be conducted. Each of the foregoing is in full force and effect and
the Borrower and each of its Restricted Subsidiaries is in compliance in all
material respects with all the terms and conditions of each thereof, with no
known conflict with the rights of others.

                  Section 4.23.  The CATV Systems.


                  (a) Compliance With Law. The Borrower and each of its
Restricted Subsidiaries, and the CATV Systems owned by each of them, are in
compliance in all material respects with all applicable federal, state and local
laws, rules and regulations, including without limitation, the Communications
Act of 1934, the Copyright Revision Act of 1976, and the rules and regulations
of the FCC and the United States Copyright Office, including, without
limitation, rules and laws governing system registration, use of aeronautical
frequencies and signal carriage, equal employment opportunity, cumulative
leakage index testing and reporting, signal leakage, and subscriber privacy,
except to the extent that the failure to so comply with any of the foregoing
could not (either individually or in the aggregate) reasonably be expected to
have a Material Adverse Effect. Without limiting the generality of the foregoing
(except to the extent that the failure to comply with any of the following could
not (either individually or in the aggregate) reasonably be expected to have a
Material Adverse Effect and except as set forth in Schedule 4.23 hereto):

                  (i)  the communities included in the areas covered by the
         Franchises have been registered with the FCC;

                  (ii) all of the annual performance tests on such CATV Systems
         required under the rules and regulations of the FCC have been performed
         and the results of such tests demonstrate satisfactory compliance with
         the applicable requirements being tested in all material respects;

                  (iii) to the knowledge of the Borrower, such CATV Systems
         currently meet or exceed the technical standards set forth in the rules
         and regulations of the FCC, including, without limitation, the leakage
         limits contained in 47 C.F.R. Section 76.605(a)(11);

                  (iv) to the knowledge of the Borrower, such CATV Systems are
         being operated in compliance with the provisions of 47 C.F.R. Sections
         76.610 through 76.619 (mid-band and super-band signal carriage),
         including 47 C.F.R. Section 76.611 (compliance with the cumulative
         signal leakage index); and

                  (v) to the knowledge of the Borrower, where required,
         appropriate authorizations from the FCC have been obtained for the use
         of all aeronautical frequencies in use in such CATV Systems and such
         CATV Systems are presently being operated in compliance with such
         authorizations (and all required certificates, permits and clearances
         from governmental agencies, including the Federal Aviation
         Administration, with respect to all towers, earth stations, business
         radios and frequencies utilized and carried by such CATV Systems have
         been obtained).

                  (b) Copyright Filings. To the knowledge of the Borrower, all
notices, statements of account, supplements and other documents (collectively,
the "Copyright Filings") required under Section 111 of the Copyright Act of 1976
and under the rules of the Copyright Office with respect to the carriage of
broadcast station signals by the CATV Systems to be owned by the Borrower and
its Subsidiaries have been duly filed, and the proper amount of copyright fees
have been paid on a timely basis, and each such CATV System qualifies for the
compulsory license under Section 111 of the Copyright Act of 1976, except to the
extent that the failure to so file or pay could not (either individually or in
the aggregate) reasonably be expected to have a Material Adverse Effect. To the
knowledge of the Borrower, there is no pending claim, action, demand or
litigation by any other person with respect to the Copyright Filings or related
royalty payments made by such CATV Systems that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

                  (c) Off-Air Signals. The carriage of all off-air signals by
the CATV Systems to be owned by the Borrower and its Subsidiaries is permitted
by valid transmission consent agreements or by must-carry elections by
broadcasters, or is otherwise permitted under applicable law, except to the
extent the failure to obtain any of the foregoing could not (either individually
or in the aggregate) reasonably be expected to have a Material Adverse Effect.

                  (d)  Operating Assets Sufficient.  The assets of the CATV
Systems to be owned by the Borrower and its Subsidiaries are adequate and
sufficient in all material respects for all of the current operations of such
CATV Systems.

                  Section 4.24. Certain Agreements. The Borrower has heretofore
delivered to the Administrative Agent a true and complete copy of the
Contribution Agreement, the Exchange Agreement, the Management Agreement and the
Partnership Agreement (including all modifications or supplements to each
thereof) and each of the Contribution Agreement, the Exchange Agreement, the
Management Agreement and the Partnership Agreement has been duly executed and
delivered by each party thereto and is in full force and effect.

                                    ARTICLE V

                              AFFIRMATIVE COVENANTS

                  Each Credit Party covenants and agrees with each Lender that
so long as this Agreement shall remain in effect, and until the Term Commitments
and Revolving Credit Commitments have been terminated and the principal of and
interest on each Advance, all fees and all other expenses or amounts (other than
contingent indemnity obligations) payable under the Loan Documents shall have
been paid in full, all Letters of Credit have been canceled or have expired (or
fully collateralized with cash or one or more letters of credit acceptable to
each Issuing Bank and the Administrative Agent) and all amounts drawn thereunder
have been reimbursed in full, unless the Required Lenders shall otherwise
consent in writing:

                  Section 5.01.  Financial Statements, Reports, Etc.  The
Borrower shall furnish to the Administrative Agent (with sufficient copies
thereof for each Lender):

                  (a) as soon as available and in any event within 120 days
         after the end of each fiscal year commencing with the fiscal year
         ending December 31, 2000, the consolidated balance sheet and related
         statements of operations, partners' equity and cash flows of the
         Borrower and its Restricted Subsidiaries, showing the financial
         condition of the Borrower and its Restricted Subsidiaries as of the
         close of such fiscal year and the results of operations of the Borrower
         and its Restricted Subsidiaries during such year, all audited by the
         Accountants and accompanied by an opinion of the Accountants (without
         any Impermissible Qualification) to the effect that such consolidated
         financial statements fairly present the financial condition and results
         of operations of the Borrower and its Restricted Subsidiaries in
         accordance with GAAP (it being understood, however, that such financial
         statements need not set forth comparative figures to any prior fiscal
         year that ends before December 31, 2000);

                  (b) as soon as available and in any event within 90 days after
         the end of each of the first three fiscal quarters in each fiscal year,
         the consolidated balance sheet and related statements of operations,
         partners' equity and cash flows of the Borrower and its Restricted
         Subsidiaries, showing the financial condition of the Borrower and its
         Restricted Subsidiaries as of the close of such fiscal quarter and the
         results of operations of the Borrower and its Restricted Subsidiaries
         during such fiscal quarter and the then elapsed portion of the fiscal
         year, all certified by one of the Borrower's Financial Officers as
         fairly presenting the financial condition and results of operations of
         the Borrower and its Restricted Subsidiaries in accordance with GAAP,
         subject to normal year-end audit adjustments and lack of footnote
         disclosures;

                  (c) (i) concurrently with any delivery of financial statements
         under paragraph (a), a certificate of the Accountants (which
         certificate may be limited to accounting matters and disclaim
         responsibility for legal matters) opining that in making their
         examination in connection with rendering their opinion with respect to
         such statements, such Accountants have not obtained knowledge that an
         Event of Default or Default has occurred (or, if such Accountants have
         obtained knowledge that an Event of Default or Default has occurred,
         specifying the nature and extent thereof), and (ii) concurrently with
         any delivery of financial statements under paragraph (a) or (b) above,
         a certificate of a Financial Officer of the Borrower in substantially
         the form of Exhibit I (A) certifying that in making his or her
         examination in connection with rendering such certificate with respect
         to such statements, such Financial Officer has not obtained knowledge
         that an Event of Default or Default has occurred or, if such Financial
         Officer has obtained knowledge that an Event of Default or Default has
         occurred, specifying the nature and extent thereof and any corrective
         action taken or proposed to be taken with respect thereto, (B)
         identifying any Restricted Subsidiaries that during the period covered
         by such statements have been designated as Unrestricted Subsidiaries,
         or vice versa, and certifying that each such designation complied with
         the requirements of Section 6.04, (C) identifying the Restricted
         Transactions effected during such period that avail themselves of the
         exceptions set forth in Section 6.08(a) or Section 6.08(d), and
         certifying that each such Restricted Transaction complied with the
         requirements of Section 6.08 and (D) setting forth computations in
         reasonable detail satisfactory to the Administrative Agent
         demonstrating compliance with the covenants contained in Sections 6.01,
         6.02, 6.05, 6.06, 6.07, 6.08, 6.10 and 6.13;

                  (d) promptly after the same become publicly available, copies
         of all periodic and other reports, proxy statements and other materials
         filed by the Borrower or any Restricted Subsidiary, or by Century, with
         the U.S. Securities and Exchange Commission, or any Governmental
         Authorities succeeding to any or all of the functions of said
         Commission, or with any securities exchange, or distributed to its
         shareholders, as the case may be; and

                  (e) promptly, from time to time, such other information
         regarding the operations, business affairs and financial condition of
         the Borrower and its Restricted Subsidiaries, or compliance with the
         terms of any Loan Document, as the Administrative Agent or any Lender
         may reasonably request.

                  Section 5.02.  Other Notices.  Each of the Credit Parties will
furnish to the Administrative Agent (with sufficient copies thereof for each
Lender):

                  (a) as soon as possible and in any event within five Business
         Days after any Responsible Officer knows or has reason to believe that
         a Default or Event of Default has occurred, written notice specifying
         the nature and extent thereof and the corrective action (if any) taken
         or proposed to be taken with respect thereto;

                  (b) as soon as possible and in any event within five Business
         Days after any Responsible Officer has knowledge thereof, written
         notice of the filing or commencement of, or of any threat or notice of
         intention of any Person to file or commence, any action, suit or
         proceeding, whether at law or in equity or by or before any
         Governmental Authority, against the Borrower or any Restricted
         Subsidiary that, if adversely determined, could reasonably be expected
         to have a Material Adverse Effect;

                  (c) prompt written notice of the assertion of any
         Environmental Claim by any Person against, or with respect to the
         operations and properties of, such Credit Party or any of its
         Subsidiaries, other than any Environmental Claim that, if adversely
         determined, either individually or in the aggregate, could not
         reasonably be expected to have a Material Adverse Effect; and

                  (d) prompt written notice of any development known to any
         Responsible Officer that has had or could reasonably be expected to
         have a Material Adverse Effect.

                  Section 5.03.  Existence; Businesses and Properties.  Each of
the Credit Parties will, and will cause each of its Restricted Subsidiaries to:

                  (a) do or cause to be done all things necessary to preserve,
         renew and keep in full force and effect its legal existence, except as
         otherwise expressly permitted under Section 6.07; and

                  (b) do or cause to be done all things necessary to obtain,
         preserve, renew, extend and keep in full force and effect the rights,
         Franchises, patents, copyrights, trademarks and trade names material to
         the conduct of its business; comply with all applicable laws, rules,
         regulations and decrees and orders of any Governmental Authority
         (including Environmental Laws), whether now in effect or hereafter
         enacted, except for failures to comply which, individually or in the
         aggregate, have not had and could not reasonably be expected to have a
         Material Adverse Effect; and at all times maintain and preserve all
         property material to the conduct of such business and keep such
         property in good repair, working order and condition and from time to
         time make, or cause to be made, all needful and proper repairs,
         renewals, additions, improvements and replacements thereto necessary in
         order that the business carried on in connection therewith may be
         properly conducted at all times, except for failures to maintain and
         preserve property that have not had and could not reasonably be
         expected to have a Material Adverse Effect.

                  Section 5.04. Insurance. Each Credit Party will, and will
cause each of the Restricted Subsidiaries to, maintain insurance with
financially sound and reputable insurance companies, and with respect to
property and risks of a character usually maintained by Persons engaged in the
same or similar business similarly situated, against loss, damage and liability
of the kinds and in the amounts customarily maintained by such corporations.

                  Section 5.05. Obligations and Taxes. Each of the Credit
Parties will, and will cause each of the Restricted Subsidiaries to, pay its
Indebtedness and other obligations promptly and in accordance with their terms
and pay and discharge promptly when due all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or in respect of
its property, before the same shall become delinquent or in default, as well as
all lawful claims for labor, materials and supplies or otherwise that, if
unpaid, might give rise to a Lien upon such properties or any part thereof
prohibited by Section 6.02; provided that such payment and discharge shall not
be required with respect to any such tax, assessment, charge, levy or claim so
long as the validity or amount thereof shall be contested in good faith by
appropriate proceedings and such Credit Party shall have set aside on its books
adequate reserves with respect thereto in accordance with GAAP and such contest
operates to suspend collection of the contested obligation, tax, assessment or
charge and enforcement of a Lien.

                  Section 5.06. Notice of Certain Events Relating to Pension
Plans. Immediately upon becoming aware of (i) the institution of any steps by
any Person to terminate any Pension Plan, (ii) the failure to make a required
contribution to any Pension Plan if such failure is sufficient to give rise to a
Lien under Section 302(f) of ERISA, (iii) the taking of any action with respect
to a Pension Plan which could result in the requirement that any Obligor furnish
a bond or other security to the PBGC or such Pension Plan, or (iv) the
occurrence of any event with respect to any Pension Plan which could result in
the incurrence by any Obligor of any material liability, fine or penalty, the
Borrower will furnish or cause to be furnished to the Administrative Agent (with
sufficient copies for each Lender) notice thereof and copies of all
documentation relating thereto.

                  Section 5.07. Maintaining Records; Access to Properties and
Inspections. Each of the Credit Parties will, and will cause each of its
Restricted Subsidiaries to, keep proper books of record and account in
conformity with GAAP. Each Credit Party will, and will cause each of its
Restricted Subsidiaries to, permit any representatives designated by the
Administrative Agent or any Lender to visit and inspect the financial records
and the properties of the Borrower and its Restricted Subsidiaries at reasonable
times and as often as reasonably requested and to make extracts from and copies
of such financial records, and permit any representatives designated by the
Administrative Agent or any Lender to discuss the affairs, finances and
condition of the Borrower and its Restricted Subsidiaries with the officers
thereof and independent accountants therefor (it being understood that the
Borrower shall be entitled to be present at any meeting scheduled between such
independent accountants and the Administrative Agent or a Lender to discuss the
affairs, finances and condition of the Borrower and its Restricted Subsidiaries,
but the Borrower's failure to attend any such meeting of which it has received
at least three Business Days' notice shall not preclude any such meeting from
taking place).

                  Section 5.08. Environmental Laws. Each of the Credit Parties
will, and will cause each of its Subsidiaries to comply, and use commercially
reasonable efforts to cause all lessees and other Persons occupying its
properties to comply, in all material respects with all Environmental Laws and
Environmental Permits applicable to its operations and properties; obtain and
renew all Environmental Permits necessary for its operations and properties; and
conduct any Remedial Action in accordance with Environmental Laws, except where
such non-compliance or failure to obtain or renew Environmental Permits or to
conduct any Remedial Action has not had and could not reasonably be expected to
have a Material Adverse Effect; provided that neither the Borrower nor any
Restricted Subsidiary shall be required to undertake any Remedial Action to the
extent that any applicable obligation to do so is being contested in good faith
and by proper proceedings and appropriate reserves are being maintained with
respect to such circumstances.

                  Section 5.09.  Guarantees and Collateral; Ownership of
Restricted Subsidiaries.


                  (a) Guarantees of Obligations. It is the intent of the parties
hereto that all of the obligations of the Borrower hereunder shall be
unconditionally guaranteed by all of its Restricted Subsidiaries to the maximum
extent permitted under the laws of the jurisdiction of organization of any such
Restricted Subsidiary. Accordingly, in the event that any Subsidiary shall be
formed, acquired or come into existence after the date hereof (a "New
Subsidiary") then, unless the Borrower shall designate such New Subsidiary as an
Unrestricted Subsidiary hereunder, the Credit Parties will cause such New
Subsidiary to (i) execute and deliver an Assumption Agreement in substantially
the form of Exhibit G pursuant to which such New Subsidiary will become a
"Guarantor" and a "Credit Party" hereunder and under the Credit Party Pledge
Agreement, and Guarantee the Guaranteed Obligations hereunder as provided in the
definition of such term in Section 9.01 and (ii) deliver such proof of corporate
or other action, incumbency of officers, opinions of counsel and other documents
as is consistent with those delivered by each Credit Party pursuant to Section
3.01 on the Closing Date or as the Administrative Agent shall have reasonably
requested.

                  (b) Additional Collateral. Without limiting the generality of
the provisions of paragraph (a) above, the Borrower will, and will cause each of
its Restricted Subsidiaries and each Minority Owner to, cause the Administrative
Agent to have at all times a first priority perfected security interest in all
of the issued and outstanding Capital Securities of the Restricted Subsidiaries
at any time owned by the Borrower or any of its Restricted Subsidiaries on or
after the Closing Date (including any such Capital Securities acquired or
created after the Closing Date, including any such Capital Securities in any
newly-acquired or formed Restricted Subsidiary or any newly-designated
Restricted Subsidiary). Without limiting the generality of the foregoing, the
Borrower will and will cause each of its Restricted Subsidiaries and each
Minority Owner to, execute and deliver the Credit Party Pledge Agreement (or a
supplement thereto, pursuant to which such Restricted Subsidiary shall become a
party thereto), or a Minority Owner Pledge Agreement, and to take such action
from time to time (including delivery of any certificates evidencing any Capital
Securities pledged pursuant to any of such Pledge Agreements), as the
Administrative Agent shall reasonably request to effect the foregoing.

                  Section 5.10. Franchises. Each Credit Party shall, and shall
cause each of the Restricted Subsidiaries to, continue to comply with the terms
of all Franchises to which it is subject, and shall do, and cause each of the
Restricted Subsidiaries to do, everything necessary or desirable to maintain the
Franchises in good standing, to prevent the termination or forfeiture of the
Franchises and to ensure that the Franchises are renewed upon their respective
times of expiry on at least as favourable terms as the terms on which they were
or are originally granted, except to the extent that any such failure to comply
with the terms of such Franchises, to maintain such Franchises or to prevent the
termination or forfeiture of such Franchises could not reasonable be expected to
have a Material Adverse Effect. Notwithstanding the foregoing, the obligations
of the Credit Parties and the Restricted Subsidiaries with respect to their
compliance with the terms of the Franchises disclosed in Schedule 4.21 shall be
satisfied if the Borrower and its Restricted Subsidiaries use their best efforts
to achieve compliance in all material respects with such terms as soon as
possible and continue such compliance thereafter.

                  Section 5.11. Use of Proceeds. The Borrower will use the
proceeds of the Advances hereunder solely as permitted by Section 2.01(d), in
each case in compliance with all applicable legal and regulatory requirements,
including, without limitation, Regulations U and X and the Securities Act of
1933 and the Securities Exchange Act of 1934 and the regulations thereunder);
provided that neither the Administrative Agent nor any Lender shall have any
responsibility as to the use of any of such proceeds.

                  Section 5.12. Accuracy of Information. All written information
furnished after the date hereof by the Credit Parties to the Administrative
Agent and the Lenders in connection with this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby will be true,
complete and accurate in every material respect, or (in the case of projections)
prepared in good faith and based on reasonable estimates and assumptions, on the
date as of which such information is stated or certified.

                                   ARTICLE VI

                               NEGATIVE COVENANTS

                  Each Credit Party covenants and agrees with each Lender that
so long as this Agreement shall remain in effect, and until the Term Commitments
and Revolving Credit Commitments have been terminated and the principal of and
interest on each Advance, all fees and all other expenses or amounts (other than
contingent indemnity obligations) payable under the Loan Documents shall have
been paid in full, all Letters of Credit have been canceled or have expired (or
fully collateralized with cash or one or more letters of credit acceptable to
each Issuing Bank and the Administrative Agent) and all amounts drawn thereunder
have been reimbursed in full, unless the Required Lenders shall otherwise
consent in writing:

                  Section 6.01.  Indebtedness.  None of the Credit Parties will,
nor will they cause or permit any of the Restricted Subsidiaries to, create,
incur, assume or permit to exist any Indebtedness except:

                  (a)  Indebtedness under this Agreement and the Notes;

                  (b) Indebtedness of the Borrower and its Restricted
         Subsidiaries (other than Existing Affiliate Indebtedness) assumed upon
         the contribution to the Borrower of the Contributed Systems and set
         forth on Schedule 6.01(b), excluding however, for periods after the
         Closing Date, any Indebtedness that is identified on said Schedule as
         Indebtedness that is to be repaid on the Closing Date, and any
         refinancing of such Indebtedness that does not result in an increase in
         the principal amount thereof;

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

                  (d) Existing Affiliate Indebtedness, so long as (i) the
         aggregate principal amount thereof does not exceed $500,000,000, (ii)
         such Indebtedness is not secured and bears interest at a rate per annum
         no higher than the rates applicable to the Advances hereunder and (iii)
         such Indebtedness has an amortization schedule (on a percentage basis)
         no shorter than the annual amortization provided herein for the Term
         Facility, provided that such Indebtedness shall be paid in full from
         the proceeds, and shall not be outstanding after the making, of the
         Term Advances hereunder;

                  (e) deferred Management Fees which have been subordinated to
         the obligations of the Credit Party hereunder pursuant to the
         Management Fee Subordination Agreement;

                  (f) Capital Lease Obligations and Indebtedness secured by
         Liens permitted under Section 6.02(q) in an aggregate amount up to but
         not exceeding $55,000,000 at any one time outstanding;

                  (g) senior unsecured Indebtedness on terms satisfactory to the
         Required Lenders, and subordinated Indebtedness on terms (including
         terms of subordination, covenants, events of default and mandatory
         redemptions) satisfactory to the Arranging Agents, provided that (i)
         such Indebtedness (whether senior unsecured or subordinated) will not
         have any scheduled amortization payment occurring prior to the
         scheduled repayment of principal and interest of the Term Facility or
         the Revolving Credit Facility, and will have a maturity date later than
         the Maturity Date and (ii) 100% of the net cash proceeds of the sale,
         issuance or incurrence of such Indebtedness (whether senior unsecured
         or subordinated) shall be used to prepay the Advances and any Existing
         Affiliate Indebtedness ratably in accordance with the respective
         then-outstanding principal amounts thereof (it being understood that
         such prepayment of Advances shall be effected in the manner specified
         in Section 2.05(c) and that, concurrently with any prepayment of
         Revolving Credit Advances pursuant to Section 2.05(c), the Revolving
         Credit Commitments shall be automatically reduced in an amount equal to
         the amount of such prepayment applied to the Revolving Credit
         Advances); and

                  (h) Indebtedness of the Borrower (but not of any of its
         Restricted Subsidiaries) incurred after the Closing Date to one or more
         of its Affiliates in an aggregate principal amount up to but not
         exceeding $125,000,000 at any one time outstanding and satisfying the
         following conditions:

                           (i) such Indebtedness shall be unsecured and shall be
                  subordinated to the obligations of the Borrower hereunder upon
                  the terms set forth in Schedule 6.01(h); and

                           (ii) such Indebtedness shall not provide for any
                  cross default or cross acceleration to any other Indebtedness,
                  and all covenants agreed to by the Borrower in respect of such
                  Indebtedness shall be satisfactory to the Arranging Agents.

                  Section 6.02. Liens. None of the Credit Parties will, nor will
they cause or permit any of the Restricted Subsidiaries to create, incur, assume
or permit to exist any Lien on any property or assets (including any assets,
stock, partnership interest or other securities of any Person) now owned or
hereafter acquired by it or on any income or revenues or rights in respect of
any thereof, except:

                  (a)  Liens securing obligations to the Lenders and the
         Administrative Agent under the Pledge Agreements;

                  (b) Liens on property of the Borrower and its Restricted
         Subsidiaries assumed upon the contribution to the Borrower of the
         Contributed Systems and set forth on Schedule 6.02, excluding however,
         for periods after the Closing Date, any Lien that is identified on said
         Schedule as a Lien that is to be released on the Closing Date;

                  (c) Liens imposed by any Governmental Authority for taxes,
         assessments or charges not yet due or thereafter payable without
         penalty or that are being contested in good faith and by appropriate
         proceedings if adequate reserves with respect thereto are maintained on
         the books of the Borrower or the affected Restricted Subsidiaries, as
         the case may be, in accordance with GAAP, so long as forfeiture of all
         or any part of the property or assets of any Person which is subject to
         such Lien, does not result from the failure to pay such taxes,
         assessments or governmental charges or levies during the period of such
         contest;

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

                  (e) pledges or deposits under worker's compensation,
         employment insurance and other social security legislation, by reason
         only of a Credit Party's deferred right to pay such amount, but which
         such Credit Party is paying as such amount becomes due;

                  (f) cash deposits to secure the performance of bids, trade
         contracts (other than for Indebtedness), 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 and encumbrances consisting of zoning restrictions,
         easements, licenses, restrictions on the use of property or minor
         imperfections in title thereto that, in the aggregate, are not material
         in amount, and that 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 Borrower or any of its
         Restricted Subsidiaries;

                  (h) Liens arising out of judgments or awards (other than any
         judgment that is described in clause (i) of Article VII which
         constitutes an Event of Default thereunder) in respect of which the
         Borrower or its Restricted Subsidiaries shall in good faith be
         prosecuting an appeal or proceedings for review and in respect of which
         it shall have secured a subsisting stay of execution pending such
         appeal or proceedings for review, provided the Borrower or, as
         applicable, its respective Restricted Subsidiary, shall have set aside
         on its books adequate reserves, in accordance with GAAP, with respect
         to such judgment or award to the extent the same is not covered by
         insurance;

                  (i) Liens arising from Uniform Commercial Code financing
         statements and similar documents filed on a precautionary basis in
         respect of operating leases intended by the parties to be true leases
         (other than any such leases entered into in violation of this
         Agreement);

                  (j)  Liens in favor of the Borrower or any Credit Party;

                  (k) Liens to secure any extension, renewal, refinancing or
         refunding (or successive extensions, renewals, refinancings or
         refundings), in whole or in part, of any Indebtedness secured by Liens
         referred to in the foregoing clause (a), provided that such Liens do
         not extend to any other property of the Borrower or any Restricted
         Subsidiary and the principal amount of the Indebtedness secured by such
         Lien is not increased;

                  (l) any interest or title of a lessor in the property subject
         to any lease giving rise to a Capital Lease Obligation permitted under
         Section 6.01(f);

                  (m) leases or subleases granted in the ordinary course of
         business to others that do not materially interfere with the business
         of the Borrower and its Restricted Subsidiaries;

                  (n) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of customs duties in connection
         with the importation of goods;

                  (o) Liens of utilities incurred in the ordinary course of
         business on cables and other property affixed to transmission poles
         pursuant to Pole Agreements or Pole Rental Leases;

                  (p)  Liens upon shares of stock or other ownership interests
         held by the Borrower and its
         Restricted Subsidiaries in Unrestricted Subsidiaries; and

                  (q) additional Liens on property to secure Indebtedness so
         long as the aggregate principal amount of such Indebtedness does not at
         any time exceed $55,000,000.

                  Section 6.03. No Other Negative Pledge; Restrictive
Agreements. None of the Credit Parties will, nor will they cause or permit any
of the Restricted Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement prohibiting, restricting or
conditioning the creation or assumption of any Lien upon any of its property or
assets, or the ability of any Restricted Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or other ownership
interests or to make or repay loans or advances to the Borrower or any
Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any
Restricted Subsidiary under any of the Loan Documents, other than:

                  (i)  in favor of the Administrative Agent, the Lenders and the
         Issuing Banks;

                  (ii) in connection with Indebtedness that may be secured by a
         Lien in compliance with Section 6.02(b), 6.02(l), 6.02(p) or 6.02(q),
         provided that such prohibition or condition does not apply to any
         property or assets not subject to such Lien;

                  (iii) in connection with any lease permitted under Section
         6.05 solely to the extent that such lease prohibits a Lien on the lease
         or the property subject to such lease;

                  (iv) pursuant to any agreement entered into by the Borrower or
         any Restricted Subsidiary in connection with an Asset Sale (including
         the sale of a Restricted Subsidiary) or Asset Swap for the period
         beginning with the date such agreement is entered into through the date
         such Asset Sale or Asset Swap is consummated, provided that (x) such
         restriction shall only relate to the property being sold pursuant to
         such Asset Sale or Asset Swap and (y) such Asset Sale or Asset Swap is
         permitted hereunder;

                  (v)  pursuant to customary provisions in leases and other
         contracts restricting the assignment thereof;

                  (vi) covenants by the Borrower or its Restricted Subsidiaries
         in favor of the holders of senior unsecured Indebtedness of the
         Borrower or its Restricted Subsidiaries incurred in accordance with
         Section 6.01(g) requiring that any Liens granted by the Borrower or any
         of its Restricted Subsidiaries after the date hereof (other than Liens
         described in clauses (ii) through (iv) above) secure such senior
         unsecured Indebtedness equally and ratably; and

                  (vii)  restrictions and conditions imposed by law or by any of
         the Loan Documents.

                  Section 6.04.  Unrestricted Subsidiaries.  The Borrower shall
not designate any Subsidiary as an "Unrestricted Subsidiary" unless:

                  (a) such Subsidiary has no Indebtedness any default with
         respect to which (including any rights that the holders thereof may
         have to take enforcement action against an Unrestricted Subsidiary)
         would permit upon notice, lapse of time or both any holder of any other
         Indebtedness of the Borrower or any Restricted Subsidiary to declare a
         default on such other Indebtedness or cause the payment thereof to be
         accelerated or payable prior to its stated maturity;

                  (b) neither the Borrower nor any other Restricted Subsidiary
         has any direct or indirect obligation to maintain or preserve such
         Subsidiary's financial condition or to cause such Subsidiary to achieve
         any specified levels of operating results, except in respect of a
         Guarantee of Indebtedness that would be a permitted Restricted
         Investment under Section 6.08; and

                  (c) at the time thereof and after giving effect thereto, no
         Default or Event of Default shall have occurred or be continuing.

                  Any designation of a Restricted Subsidiary as an Unrestricted
Subsidiary pursuant to this Section 6.04 shall constitute an Investment in such
Unrestricted Subsidiary in an amount equal to the aggregate amount of the
Investments (determined in accordance with the last paragraph of Section 6.06)
by the Borrower and its Restricted Subsidiaries in such Unrestricted Subsidiary
at the time of such designation.

                  Section 6.05. Sale and Lease-Back Transactions. Except as
described in the following sentence, none of the Credit Parties will, nor will
it cause or permit any of the Restricted Subsidiaries to, enter into any
arrangement, directly or indirectly, with any Person whereby it 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 such property or
other property which it intends to use for substantially the same purpose or
purposes as the property being sold or transferred if its obligations in respect
of such rent or lease gives rise to a Capital Lease Obligation. Notwithstanding
the foregoing, nothing in this Section 6.05 shall prohibit any Credit Party or
any of its Restricted Subsidiaries from entering into any such arrangement to
the extent the respective sale or transfer constitutes an Asset Sale permitted
under Section 6.07, and the respective Capital Lease Obligation constitutes
Indebtedness and Liens permitted under Section 6.01 and 6.02, respectively.

                  Section 6.06.  Investments.  None of the Credit Parties will,
nor will they cause or permit any of the Restricted Subsidiaries to, make or
permit to remain outstanding any Investment except:

                  (a)  Permitted Investments;

                  (b)  Investments by the Borrower and its Restricted
         Subsidiaries in the Borrower and its Restricted Subsidiaries;

                  (c)  Investments constituting Acquisitions or Asset Swaps
         permitted under Section 6.07(d);

                  (d)  Investments constituting Restricted Transactions
         permitted under Section 6.08; and

                  (e)  additional Investments in an aggregate amount up to but
         not exceeding $5,000,000 at any one time outstanding.

                  For purposes hereof, the aggregate amount of an Investment at
any time shall be deemed to be equal to (A) the aggregate amount of cash,
together with the aggregate fair market value of property, loaned, advanced,
contributed, transferred or otherwise invested that gives rise to such
Investment minus (B) the aggregate amount of dividends, distributions or other
payments received in cash, and the fair market value of distributions of
property, in respect of such Investment; the amount of an Investment shall not
in any event be reduced by reason of any write-off of such Investment nor
increased by any increase in the amount of earnings retained in the Person in
which such Investment is made that have not been dividended, distributed or
otherwise paid out.

                  None of the Credit Parties will, nor will it permit any of the
Restricted Subsidiaries to, enter into any Hedging Agreement, except in the
ordinary course of its business in connection with its financial planning and
not for speculative purposes.

                  Section 6.07.  Prohibition of Fundamental Changes.


                  (a) Restrictions on Mergers, Etc. None of the Credit Parties
will, nor will it permit any of the Restricted Subsidiaries to, enter into any
transaction of merger or consolidation or amalgamation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution).

                  (b) Restrictions on Acquisitions. None of the Credit Parties
will, nor will it permit any of the Restricted Subsidiaries to, acquire any
business or property from, or capital stock of, or be a party to any Acquisition
of or Asset Swap with, any Person except for purchases of equipment, programming
rights and other property to be sold or used in the ordinary course of business,
Investments permitted under Section 6.06, and Capital Expenditures not
prohibited hereunder.

                  (c) Restrictions on Asset Sales and Other Dispositions. None
of the Credit Parties will, nor will it permit any of the Restricted
Subsidiaries to, effect any Asset Sale or Asset Swap, whether in one transaction
or a series of transactions, but excluding (i) any sale of obsolete or worn-out
property, tools or equipment no longer used or useful in its business so long as
the amount thereof sold in any single fiscal year by the Borrower and its
Restricted Subsidiaries shall not have a fair market value in excess of
$5,000,000 and (ii) any equipment, programming rights or other property sold or
disposed of in the ordinary course of business and on ordinary business terms.

                  (d)  Certain Permitted Transactions.  Notwithstanding the
foregoing provisions of this Section 6.07:

                  (i) Intercompany Mergers and Dispositions, Etc. So long as at
         the time thereof and immediately after giving effect thereto no Default
         or Event of Default shall have occurred and be continuing, (A) any
         Restricted Subsidiary may be merged with and into the Borrower in a
         transaction in which the Borrower is the continuing or surviving
         entity; (B) any Restricted Subsidiary may be merged into or
         consolidated with any other Restricted Subsidiary of the Borrower
         (except that if any such transaction shall be between a Guarantor and a
         Restricted Subsidiary that is not a Guarantor, and such Guarantor is
         not the continuing or surviving entity, then the continuing or
         surviving entity shall have become a Guarantor hereunder pursuant to
         Section 5.09) and (C) any Restricted Subsidiary may sell, lease,
         transfer or otherwise dispose of any or all of its property (upon
         voluntary dissolution, liquidation or otherwise) to the Borrower or any
         other Restricted Subsidiary (except that if any such sale, lease,
         transfer or other disposition shall be effected by a Guarantor to a
         Restricted Subsidiary that is not a Guarantor, then the acquiring
         Restricted Subsidiary shall have become a Guarantor hereunder pursuant
         to Section 5.09).

                  (ii) Dispositions of Contributed Systems. So long as at the
         time thereof and immediately after giving effect thereto no Default or
         Event of Default shall have occurred and be continuing, the Borrower
         and its Restricted Subsidiaries may effect Asset Sales of (or, to the
         extent permitted by Section 6.08, transfer to Unrestricted
         Subsidiaries) one or more CATV Systems included in the Contributed
         Systems, enter into Asset Swaps (including with Unrestricted
         Subsidiaries) involving one or more of such CATV Systems, and may
         effect Restricted Transactions with respect to one or more of such CATV
         Systems permitted under Section 6.08, in each case with the consent of
         the Required Lenders (which consent shall not be unreasonably
         withheld), provided that

                          (A) no such consent shall be required to the extent
                 that (x) the portion of the Annualized Operating Cash Flow for
                 the most recent fiscal quarter for which financial statements
                 of the Borrower and its Restricted Subsidiaries are available
                 (the "most recent fiscal quarter") attributable to such CATV
                 Systems disposed of by the Borrower and its Restricted
                 Subsidiaries in any single Asset Sale, Asset Swap or Restricted
                 Transactions (or transferred to Unrestricted Subsidiaries) does
                 not represent more than 25% of Annualized Operating Cash Flow
                 for the most recent full fiscal quarter for which financial
                 statements of the Borrower and its Restricted Subsidiaries are
                 available, and (y) the aggregate of the amounts (each such
                 amount a "Prior Annualized Operating Cash Flow Amount")
                 determined pursuant to the foregoing clause (x) for each
                 disposition of such CATV Systems after the Closing Date
                 pursuant to this clause (ii) does not represent more than 35%
                 of the sum of (I) Annualized Operating Cash Flow for the most
                 recent fiscal quarter plus (II) all Prior Annualized Operating
                 Cash Flow Amounts attributable to CATV Systems previously
                 disposed of pursuant to this clause (ii) and not included in
                 the determination of Annualized Operating Cash Flow for the
                 most recent fiscal quarter; and

                          (B) after giving effect to any such Asset Sale, Asset
                 Swap or Restricted Transactions (or transfer to Unrestricted
                 Subsidiaries), the Borrower shall be in pro forma compliance
                 with Section 6.13 (the determination of such compliance to be
                 calculated on a pro forma basis, as at the end of and for the
                 most recent full fiscal quarter for which financial statements
                 of the Borrower and its Restricted Subsidiaries are available
                 delivered, under the assumption that such Asset Sale, Asset
                 Swap or Restricted Transactions (or transfer) shall have
                 occurred, and any Indebtedness repaid in connection therewith
                 shall have been reduced, at the beginning of the applicable
                 period, and to the extent the aggregate consideration received
                 in connection with such Asset Sale, Asset Swap or Restricted
                 Transactions (or the aggregate fair market value of the assets
                 transferred to an Unrestricted Subsidiary) shall exceed
                 $50,000,000, the Borrower shall have delivered to the
                 Administrative Agent a certificate of a Financial Officer
                 showing calculations in reasonable detail to demonstrate such
                 compliance.

                  (iii) Dispositions of Other CATV Systems. So long as at the
         time thereof and immediately after giving effect thereto no Default or
         Event of Default shall have occurred and be continuing, the Borrower
         and its Restricted Subsidiaries may effect Asset Sales of, or Asset
         Swaps involving, one or more CATV Systems (other than CATV Systems
         included in the Contributed Systems) with third parties (including
         Unrestricted Subsidiaries), and may make Restricted Transactions with
         respect to one or more of such CATV Systems permitted under Section
         6.08, provided that no such Asset Sale shall be effected except for
         consideration consisting wholly of cash in an amount at least equal to
         the fair market value of the CATV Systems being sold.

                  (iv) Acquisitions of CATV Systems. So long as at the time
         thereof and immediately after giving effect thereto no Default or Event
         of Default shall have occurred and be continuing, the Borrower and its
         Restricted Subsidiaries may effect Acquisitions, provided that

                          (A) the aggregate Purchase Price of all such
                 Acquisitions after the date hereof shall not exceed
                 $150,000,000;

                          (B) after giving effect to any such Acquisition, the
                 Borrower shall be in pro forma compliance with Section 6.13
                 (the determination of such compliance to be calculated on a pro
                 forma basis, as at the end of and for the most recent fiscal
                 quarter, under the assumption that such Acquisition shall have
                 occurred, and any Indebtedness arising in connection therewith
                 shall have been incurred, at the beginning of the applicable
                 period, and under the assumption that interest for such period
                 had been equal to the actual weighted average interest rate in
                 effect for the Advances hereunder on the date of such
                 Acquisition) and to the extent the aggregate consideration paid
                 or delivered in connection with such Acquisition shall exceed
                 $50,000,000, the Borrower shall have delivered to the
                 Administrative Agent a certificate of a Financial Officer
                 showing calculations in reasonable detail to demonstrate such
                 compliance; and

                         (C) each such Acquisition is consummated with the
                 consent of the board of directors (or the equivalent entity) of
                 the Person being acquired.

                  Section 6.08. Restricted Transactions. None of the Credit
Parties will, nor will it cause or permit any of the Restricted Subsidiaries to,
make any Restricted Transaction, provided that, so long as at the time thereof,
and after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing, the Borrower or any Restricted Subsidiary may effect
the following Restricted Transactions (subject, in each case, to the applicable
conditions set forth below):

                  (a) the Borrower or any Restricted Subsidiary may effect
         Restricted Transactions consisting of the repayment of the principal of
         Existing Affiliate Indebtedness from the proceeds of Term Advances
         hereunder, provided that, at the time of any such Restricted
         Transaction and after giving effect thereto, the Borrower shall be in
         pro forma compliance with Section 6.13 (the determination of such
         compliance to be calculated on a pro forma basis, as at the end of and
         for the fiscal quarter most recently ended prior to the date of such
         Restricted Transaction for which financial statements of the Borrower
         and its Restricted Subsidiaries are available, under the assumption
         that such Restricted Transaction shall have occurred, and any
         Indebtedness arising in connection therewith shall have been incurred,
         at the beginning of the applicable period, and under the assumption
         that interest for such period had been equal to the actual weighted
         average interest rate in effect for the Advances hereunder on the date
         of such transaction);

                  (b)  the Borrower and its Restricted Subsidiaries may effect
         Restricted Transactions consisting
         of the payment of interest in respect of New Affiliate Indebtedness;

                  (c) the Borrower and its Restricted Subsidiaries may effect
         Restricted Transactions of any kind if at the time thereof, and after
         giving effect thereto, the Leverage Ratio is less than 4.50 to 1; and

                  (d) the Borrower and its Restricted Subsidiaries may, on any
         date (herein a "Determination Date"), effect Restricted Transactions of
         any kind in an amount not to exceed the sum of the aggregate Capital
         Contributions during the period commencing on the date immediately
         following the Closing Date through and including the Determination Date
         (reduced by the amount of Capital Contributions made in cash during
         such period to finance Capital Expenditures), provided that at the time
         of any such Restricted Transaction and after giving effect thereto, the
         Borrower shall be in pro forma compliance with Section 6.13 (the
         determination of such compliance to be calculated on a pro forma basis,
         as at the end of and for the fiscal quarter most recently ended prior
         to the date of such Restricted Transaction for which financial
         statements of the Borrower and its Restricted Subsidiaries are
         available, under the assumption that such Restricted Transaction shall
         have occurred, and any Indebtedness arising in connection therewith
         shall have been incurred, at the beginning of the applicable period,
         and under the assumption that interest for such period had been equal
         to the actual weighted average interest rate in effect for the Advances
         hereunder on the date of such transaction).

For purposes hereof, the amount of a Restricted Investment at any time shall be
determined in accordance with the last paragraph of Section 6.06 and the amount
of a Restricted Payment shall be deemed to be equal to the aggregate amount of
cash, together with the aggregate fair market value of property, dividended,
distributed or otherwise transferred that gives rise to such Restricted Payment.

                  Section 6.09. Transactions with Affiliates. Except as
otherwise expressly permitted hereunder, none of the Credit Parties will, nor
will they cause or permit any of the Restricted Subsidiaries to, sell or
transfer any property or assets to, or purchase or acquire any property or
assets from, or otherwise engage in any other transactions with, any of its
Affiliates, except that the Borrower and any Restricted Subsidiary may engage in
any of the foregoing transactions on terms and conditions not less favorable to
the Borrower and its Restricted Subsidiaries than could be obtained on an
arm's-length basis from unrelated third parties.

                  Section 6.10. Management Fees. The Borrower will not, and will
not permit any of its Restricted Subsidiaries, to be obligated to pay Management
Fees to any Person other than pursuant to the Management Agreement. The Borrower
will not permit the aggregate amount of Management Fees accrued and paid during
any fiscal quarter of the Borrower to exceed 5% of the gross operating revenue
of the Borrower and its Restricted Subsidiaries for the immediately preceding
fiscal quarter, provided that in no event shall the Borrower or any of its
Restricted Subsidiaries pay any Management Fees (a) to any Person other than to
the Manager pursuant to the Management Agreement, (b) if at the time of such
payment, or after giving effect thereto, any Default or Event of Default shall
have occurred and be continuing or (c) in any circumstance where such payment is
not permitted by the Management Fee Subordination Agreement. Any Management Fees
which may not be paid as a result of the limitations set forth in the forgoing
provisions of this Section 6.10 shall be deferred and shall not be payable,
except to the extent constituting a Restricted Payment permitted under Section
6.08, until the principal of and interest on the Advances, all Letter of Credit
Liabilities, and all other amounts owing hereunder, shall have been paid in full
and the Commitments shall have terminated.

                  Section 6.11. Lines of Business. None of the Credit Parties
will, nor will it cause or permit any of the Restricted Subsidiaries to, engage
to any extent in any business other than the business of owning and operating
CATV Systems and business activities reasonably related thereto.

                  Section 6.12. Certain Restrictions Applicable to Senior
Unsecured and Subordinated Indebtedness. Neither the Borrower nor any of its
Restricted Subsidiaries will consent to any modification, supplement or waiver
of any of the provisions of any Indebtedness incurred pursuant to Section
6.01(g) without the prior written consent of the Required Lenders (in the case
of any such action affecting senior unsecured Indebtedness incurred pursuant to
Section 6.01(g)) or of the Arranging Agents (in the case of any such action
affecting subordinated Indebtedness incurred pursuant to Section 6.01(g)).
Neither the Borrower nor any of its Restricted Subsidiaries will make any
payment of interest in respect of Existing Affiliate Indebtedness if at the time
thereof, and after giving effect thereto, any Default or Event of Default shall
have occurred and be continuing. In addition, neither the Borrower nor any of
its Restricted Subsidiaries shall purchase, redeem, retire or otherwise acquire
for value, or set apart any money for a sinking, defeasance or other analogous
fund for the purchase, redemption, retirement or other acquisition of, or make
any voluntary payment or prepayment of the principal of or interest on, or any
other amount owing in respect of, any Indebtedness incurred pursuant to Section
6.01(g), except that the Borrower may make payments of principal and interest on
the regularly-scheduled payment dates with respect to the principal of and
interest on such Indebtedness in accordance with the respective instruments
pursuant to which such Indebtedness is issued.

                  Section 6.13.  Financial Covenants.  None of the Credit
Parties will, nor will they cause or permit any of its Restricted Subsidiaries
to:

                  (a) Fixed Charge Coverage Ratio. Permit the Fixed Charges
         Ratio as at the last day of any fiscal quarter ending on or after March
         31, 2001 to be less than 1.00 to 1, provided that if the Leverage Ratio
         as of the end of any such fiscal quarter is below 3.50 to 1, the
         requirements of this clause (a) shall not apply to such quarter.

                  (b) Leverage Ratio. Permit the Leverage Ratio as at the last
         day of any fiscal quarter to exceed the ratio set forth below opposite
         such fiscal quarter, or permit the Leverage Ratio as at any date on
         which the Borrower or any of its Restricted Subsidiaries shall incur
         any Indebtedness (including any Indebtedness hereunder) to exceed the
         ratio set forth below opposite such date:

<TABLE>
<CAPTION>

                                    Period                                      Maximum Ratio

                  Closing Date through and including

<S>                                                                             <C>
                   December 31, 1999                                                 6.50 to 1

                  January 1, 2000 through and including
                   June 30, 2000                                                     6.25 to 1

                  July 1, 2000 through and including
                   December 31, 2000                                                 6.00 to 1

                  January 1, 2001 through and including
                   December 31, 2001                                                 5.75 to 1

                  January 1, 2002 through and including
                   December 31, 2002                                                 5.50 to 1

                  January 1, 2003 through and including
                   December 31, 2003                                                 5.00 to 1

                  Each fiscal quarter after January 1, 2004                          4.50 to 1
</TABLE>

                  (c) Cash Interest Coverage Ratio. Permit the Cash Interest
         Coverage Ratio on the last day of any fiscal quarter set forth below to
         be less than the ratio set forth below opposite such fiscal quarter:

<TABLE>

                                    Period                                      Minimum Ratio

<S>                                                                          <C>
                  Closing Date through and including

                   December 31, 1999                                                 1.50 to 1

                  January 1, 2000 through and including
                   June 30, 2000                                                     1.75 to 1

                  Each fiscal quarter after July 1, 2000                             2.00 to 1
</TABLE>

                  (d) Pro Forma Debt Service Coverage Ratio. Permit the Pro
         Forma Debt Service Coverage Ratio as at the last day of any fiscal
         quarter ending on or after March 31, 2000 to be less than 1.10 to 1,
         provided that if the Leverage Ratio as of the end of any such fiscal
         quarter is below 3.50 to 1, the requirements of this clause (d) shall
         not apply to such quarter.

                  Section 6.14. Modifications to Certain Agreements, Etc.
Neither the Borrower nor any of its Restricted Subsidiaries will (i) consent to
any modification, supplement or waiver of any of the provisions of the
Management Agreement or (ii) consent to any modification, supplement or waiver
of any provisions of its articles, charter, by-laws, partnership agreement or
other organizational documents, the Contribution Agreement or the Exchange
Agreement, in each case to the extent that any such modification, supplement or
waiver under clause (i) or (ii) could reasonably be expected to have a Material
Adverse Effect, in each case without the prior written consent of the Required
Lenders.

                                   ARTICLE VII

                                EVENTS OF DEFAULT

                  Section 7.01.  Events of Default.  If any of the following
events ("Events of Default") shall occur and be continuing:

                  (a) any representation or warranty of any Obligor made or
         deemed made in or in connection with any Loan Document or the
         borrowings or issuances of Letters of Credit hereunder, or any
         representation, warranty, statement or information contained in any
         report, certificate, financial statement or other instrument furnished
         in connection with or pursuant to any Loan Document, shall prove to
         have been false or misleading in any material respect when so made,
         deemed made or furnished; or

                  (b) the Borrower shall default in the payment of any principal
         of any Advance or any reimbursement obligation with respect to any
         Letter of Credit when and as the same shall become due and payable,
         whether at the due date thereof or at a date fixed for prepayment
         thereof or by acceleration thereof or otherwise; or

                  (c) the Borrower shall default in the payment of any interest
         on any Advance or any fee or any other amount (other than an amount
         referred to in paragraph (b) above) due under any Loan Document, when
         and as the same shall become due and payable, and such default shall
         continue unremedied for a period of three or more Business Days; or

                  (d) any Credit Party shall default in the due observance or
         performance of any covenant, condition or agreement contained in
         Section 5.09 or in Article VI (it being understood that it shall
         constitute an Event of Default hereunder if, as at any date, the
         Borrower shall have defaulted in the observance or performance of its
         covenants under Section 6.13 as at the most recent date as of which
         such covenants are required to be met as specified in Section 6.13); or

                  (e) any Obligor shall default in the due observance or
         performance of any covenant, condition or agreement contained in any
         Loan Document (other than those specified in clauses (b), (c) and (d)
         above) and such default shall continue unremedied for a period of 30
         days after notice thereof from the Administrative Agent or any Lender
         to the Borrower; or

                  (f) a default shall occur in the payment when due (subject to
         any applicable grace period), whether by acceleration or otherwise, of
         any Indebtedness (other than Indebtedness hereunder) of the Borrower or
         any other Obligor having a principal amount, individually or in the
         aggregate, in excess of $10,000,000 (in the case of the Borrower and
         its Restricted Subsidiaries) or $25,000,000 (in the case of other
         Obligors), or a default shall occur in the performance or observance of
         any obligation or condition with respect to such Indebtedness if the
         effect of such default is to accelerate the maturity of any such
         Indebtedness or to cause or declare such Indebtedness to become due and
         payable or to require such Indebtedness to be prepaid, redeemed,
         purchased or defeased, or require an offer to purchase or defease such
         Indebtedness to be made, prior to its expressed maturity, or (only in
         the case of the Borrower or any Restricted Subsidiary) such default
         shall continue unremedied for any applicable period of time sufficient
         to permit the holder or holders of such Indebtedness, or any trustee or
         agent for such holders, to take the foregoing actions; or

                  (g) an involuntary proceeding shall be commenced or an
         involuntary petition shall be filed in a court of competent
         jurisdiction seeking (i) relief in respect of any Credit Party, or of a
         substantial part of the property or assets of any Credit Party, under
         the Bankruptcy Code or any other Federal, state or foreign bankruptcy,
         insolvency, receivership or similar law, (ii) the appointment of a
         receiver, trustee, custodian, sequestrator, conservator or similar
         official for any Credit Party or for a substantial part of the property
         or assets of any Credit Party or (iii) the winding-up or liquidation of
         any Credit Party; and such proceeding or petition shall continue
         undismissed for 60 days or an order or decree approving or ordering any
         of the foregoing shall be entered; or

                  (h) any Credit Party shall (i) voluntarily commence any
         proceeding or file any petition seeking relief under the Bankruptcy
         Code or any other Federal, state or foreign bankruptcy, insolvency,
         receivership or similar law, (ii) consent to the institution of, or
         fail to contest in a timely and appropriate manner, any proceeding or
         the filing of any petition described in clause (g) above, (iii) apply
         for or consent to the appointment of a receiver, trustee, custodian,
         sequestrator, conservator or similar official for any Credit Party or
         for a substantial part of the property or assets of any Credit Party,
         (iv) file an answer admitting the material allegations of a petition
         filed against it in any such proceeding, (v) make a general assignment
         for the benefit of creditors, (vi) become unable, admit in writing its
         inability or fail generally to pay its Indebtedness as it becomes due
         or (vii) take any action for the purpose of effecting any of the
         foregoing; or

                  (i) one or more judgments for the payment of money in an
         aggregate amount in excess of $10,000,000 (exclusive of any amounts
         fully covered by insurance, less any applicable deductible, and as to
         which the insurer has acknowledged its responsibility to cover such
         judgment or order) shall be rendered against any Credit Party (or any
         combination of Credit Parties) and the same shall remain undischarged
         for a period of 30 consecutive days during which execution shall not be
         effectively stayed, or any action shall be legally taken by a judgment
         creditor to levy upon assets or properties of the Borrower or any of
         its Restricted Subsidiaries to enforce any such judgment; or

                  (j)  a Change of Control shall occur; or

                  (k) either (x) any of the Borrower, any member of its
         Controlled Group or any other Person shall institute any steps to
         terminate a Pension Plan if, as a result of such termination, the
         Borrower or any such member could be required to make a contribution to
         such Pension Plan, or could reasonably expect to incur a liability or
         obligation to such Pension Plan, in excess of $1,000,000; or (y) a
         contribution failure shall occur with respect to any Pension Plan which
         failure is sufficient to give rise to a Lien under section 302(f) of
         ERISA; or

                  (l) one or more Franchises relating to the CATV Systems of the
         Borrower or any of its Restricted Subsidiaries shall be terminated or
         revoked such that the Borrower or such Restricted Subsidiary is no
         longer able to operate such Franchises and retain the revenue received
         therefrom or the Borrower or such Restricted Subsidiary or the grantors
         of such Franchises shall fail to renew such Franchises at the stated
         expiration thereof such that the Borrower or such Restricted Subsidiary
         is no longer able to operate such Franchises and retain the revenue
         received therefrom, and the effect of the foregoing, individually or in
         the aggregate, could reasonably be expected to result in a Material
         Adverse Effect; or

                  (m) the Partnership Agreement of the Borrower shall be
         modified in any manner that would adversely affect the obligations of
         the Borrower, or the rights of the Lenders or the Administrative Agent,
         hereunder or under any of the other Loan Documents;

then, and in any such event, the Administrative Agent (i) shall at the request,
or may with the consent, of the Required Lenders, by notice to the Borrower,
declare the obligation of each Lender to make Advances and of each Issuing Bank
to issue Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the Advances and the Notes,
all interest thereon and all other amounts payable under this Agreement and the
other Loan Documents to be forthwith due and payable, whereupon the Advances and
the Notes, all such interest and all such amounts shall become and be forthwith
due and payable, without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived by the Borrower; provided that in
the case of the occurrence of an Event of Default referred to in clause (g) or
(h) of this Article VII with respect to any Credit Party, (x) the obligation of
each Lender to make Advances and of each Issuing Bank to issue Letters of Credit
shall automatically be terminated and (y) the Advances and the Notes, all such
interest and all such amounts shall automatically become and be due and payable,
without presentment, demand, protest or any notice of any kind, all of which are
hereby expressly waived by the Borrower.

                  Section 7.02. Actions in Respect of the Letters of Credit Upon
Default. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, irrespective of whether it is taking any of the
actions described in Section 7.01 or otherwise, make demand upon the Borrower
to, and forthwith upon such demand the Borrower will, pay to the Administrative
Agent on behalf of the Lenders in same day funds at the Administrative Agent's
Account, for deposit in a segregated account held by the Administrative Agent,
an amount equal to the aggregate Available Amount of all Letters of Credit then
outstanding, which funds shall be retained by the Administrative Agent as
collateral security for the Letter of Credit Liabilities until such time as the
Letters of Credit shall have been terminated and all of such Letter of Credit
Liabilities paid in full.

                  If at any time the Administrative Agent determines that any
funds so segregated and held are subject to any right or claim of any Person
other than the Administrative Agent and the Lenders or that the total amount of
such funds is less than the aggregate Available Amount of all Letters of Credit,
the Borrower will, forthwith upon demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited and held in such
segregated account, an amount equal to the excess of (a) such aggregate
Available Amount over (b) the total amount of funds, if any, then segregated and
held that the Administrative Agent determines to be free and clear of any such
right and claim.

                                  ARTICLE VIII

                            THE ADMINISTRATIVE AGENT

                  Section 8.01. Authorization and Action. Each Lender and each
Issuing Bank hereby appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under this Agreement and the other Loan Documents, to which it is a party, as
are delegated to the Administrative Agent by the terms hereof and thereof,
together with such powers and discretion as are reasonably incidental thereto.
As to any matters not expressly provided for by the Loan Documents (including,
without limitation, enforcement or collection of the Notes), the Administrative
Agent shall not be required to exercise any discretion or take any action, and
shall not be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) except upon the instructions
of the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of the Notes; provided that the Administrative Agent shall not
be required to take any action that exposes it to personal liability or that is
contrary to any of the Loan Documents or applicable law. The Administrative
Agent agrees to give to the Issuing Banks and the Lenders prompt notice of each
notice given to it by any Obligor pursuant to the terms of this Agreement or any
other Loan Document.

                  Section 8.02. Administrative Agent's Reliance, Etc. Neither
the Administrative Agent nor any of its directors, officers, agents or employees
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with the Loan Documents, except for its or their own gross
negligence or willful misconduct. Without limitation of the generality of the
foregoing, the Administrative Agent (i) may treat the payee of any Note as the
holder thereof until the Administrative Agent receives and accepts an Assignment
and Acceptance entered into by the Lender that is the payee of such Note, as
assignor, and an assignee, as provided in Section 10.07; (ii) may consult with
legal counsel (including counsel for any Obligor), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to the Issuing Banks or the Lenders and shall not be responsible
to any of them for any statements, warranties or representations made in or in
connection with the Loan Documents; (iv) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or
conditions of any Loan Document on the part of any Obligor or to inspect the
property (including the books and records) of any Obligor; (v) shall not be
responsible to the Issuing Banks or the Lenders for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
or any other instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of any Loan Document by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telegram, telecopy, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties.

                  Section 8.03. Citibank and Affiliates. With respect to its
Commitments and the Advances made by it, Citibank shall have the same rights and
powers under the Loan Documents as any other Lender and may exercise the same as
though it were not the Administrative Agent; and the term "Lender" or "Lenders"
shall, unless otherwise expressly indicated, include Citibank in its individual
capacity. Citibank and its Affiliates may accept deposits from, lend money to,
act as trustee under indentures for, accept investment banking engagements from
and generally engage in any kind of business with, any Obligor, any of its
Subsidiaries, any of its Affiliates and any Person who may do business with or
own securities of any Obligor or any such Subsidiary or Affiliate, all as if
Citibank were not the Administrative Agent and without any duty to account
therefor to the Lenders.

                  Section 8.04. Lender Credit Decision. Each Lender and each
Issuing Bank acknowledges that it has, independently and without reliance upon
the Administrative Agent, or any other Lender and based on the financial
statements referred to in Section 4.05 and such other documents and information
as it has deemed appropriate, made its own credit analysis and decision to enter
into this Agreement. Each Lender and each Issuing Bank also acknowledges that it
will, independently and without reliance upon the Administrative 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 decisions in taking or
not taking action under this Agreement.

                  Section 8.05. Indemnification. The Lenders agree to indemnify
the Administrative Agent (to the extent not promptly reimbursed by the
Borrower), ratably according to the principal amounts of the Notes then held by
them, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against any of them in any way relating to or arising out of the Loan Documents
or any action taken or omitted by any of them under the Loan Documents; provided
that no Lender shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting from the gross negligence or willful misconduct of the
Administrative Agent. Without limitation of the foregoing, each Lender agrees to
reimburse the Administrative Agent promptly upon demand for its ratable share of
any costs and expenses payable by the Borrower under Section 10.04 of this
Agreement to the extent that the Administrative Agent is not promptly reimbursed
for such costs and expenses by the Borrower.

                  Section 8.06. Right to Request Further Indemnification. Except
for action expressly required of the Administrative Agent hereunder and under
the other Loan Documents, the Administrative Agent shall in all cases be fully
justified in refusing to act hereunder and thereunder unless it shall be further
indemnified to its satisfaction by the Lenders proportionately in accordance
with the obligations then due and payable to each of them against any and all
liability and expense that may be incurred by it by reason of taking or
continuing to take any such action.

                  Section 8.07. Successor Administrative Agent. The
Administrative Agent may resign at any time by giving written notice thereof to
the Issuing Banks, the Lenders and the Borrower and may be removed at any time
with or without cause by the Required Lenders. Upon any such resignation or
removal, the Required Lenders shall have the right to appoint a successor
Administrative Agent. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving of notice of
resignation or the Required Lenders' removal of the Administrative Agent, then
the retiring Administrative Agent may, on behalf of the Issuing Banks and the
Lenders, appoint a successor Administrative Agent, which shall be an Initial
Lender or a commercial bank organized under the laws of the United States or of
any State thereof and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent such successor Administrative
Agent shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Administrative Agent and such
retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. After any retiring Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VIII shall inure to the benefit of the Administrative Agent as to any
actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

                  Section 8.08. Co-Syndication Agents and other Titles. The
Co-Syndication Agents named on the cover page of this Agreement, and the Lead
Arranger and Sole Book Manager and Documentation Agent identified on the
signature pages hereof, shall have no duties or liabilities to any Person
hereunder or under the other Loan Documents except in their respective separate
capacities as Lenders or Issuing Banks hereunder.

                                   ARTICLE IX

                                  THE GUARANTEE

                  Section 9.01. The Guarantee. Each of the Guarantors hereby,
jointly and severally, guarantees to each Lender, each Issuing Bank and the
Administrative Agent and their respective successors and assigns the prompt
payment in full when due (whether at stated maturity, by acceleration or
otherwise) of the principal of and interest on the Advances made by the Lenders
to, and the Notes held by each Lender of, the Borrower, and all other amounts
from time to time owing to the Lenders, the Issuing Banks and the Administrative
Agent by (and to each affiliate thereof that is a party to any Hedging Agreement
entered into with) the Borrower under this Agreement, any Hedging Agreement and
the Notes strictly in accordance with the terms thereof (such obligations being
herein collectively called the "Guaranteed Obligations"). The Guarantors hereby
further jointly and severally agree that if the Borrower shall fail to pay in
full when due (whether at stated maturity, by acceleration or otherwise) any of
the Guaranteed Obligations, the Guarantors will promptly pay the same, without
any demand or notice whatsoever, and that in the case of any extension of time
of payment or renewal of any of the Guaranteed Obligations, the same will be
promptly paid in full when due (whether at extended maturity, by acceleration or
otherwise) in accordance with the terms of such extension or renewal.

                  For purposes hereof, it is understood any Guaranteed
Obligations to any Person arising under an agreement entered into at the time
such Person (or an affiliate thereof) is a "Lender" party to this Agreement
shall nevertheless continue to constitute Guaranteed Obligations for purposes
hereof, notwithstanding that such Person (or its affiliate) may have assigned
all of its Advances, its obligations in respect of Letters of Credit and other
interests in this Agreement and, therefor, at the time a claim is to be made in
respect of such Guaranteed Obligations, such Person (or its affiliate) is no
longer a "Lender" party hereto.

                  Section 9.02. Obligations Unconditional, Etc. The obligations
of the Guarantors under Section 9.01 are absolute and unconditional, joint and
several, irrespective of the value, genuineness, validity, regularity or
enforceability of the obligations of the Borrower under this Agreement or any
other agreement or instrument referred to herein, or any substitution, release
or exchange of any other guarantee of or security for any of the Guaranteed
Obligations, and, to the fullest extent permitted by applicable law,
irrespective of any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a surety or guarantor,
it being the intent of this Section 9.02 that the obligations of the Guarantors
hereunder shall be absolute and unconditional, joint and several, under any and
all circumstances. In full recognition and in furtherance of the foregoing, each
Guarantor agrees that:

                  (a) Without affecting the enforceability or effectiveness of
         Section 9.01 in accordance with its terms and without affecting,
         limiting, reducing, discharging or terminating the liability of such
         Guarantor, or the rights, remedies, powers and privileges of the
         Administrative Agent and the Lenders under this Agreement or any other
         agreement or instrument referred to herein or therein, the
         Administrative Agent and the Lenders may, at any time and from time to
         time and without notice or demand of any kind or nature whatsoever:

                           (i) amend, supplement, modify, extend, renew, waive,
                  accelerate or otherwise change the time for payment or
                  performance of, or the terms of, all or any part of the
                  Guaranteed Obligations (including any increase or decrease in
                  the rate or rates of interest on all or any part of the
                  Guaranteed Obligations);

                           (ii) amend, supplement, modify, extend, renew, waive
                  or otherwise change, or enter into or give, any Loan Document
                  or any agreement, security document, guarantee, approval,
                  consent or other instrument with respect to all or any part of
                  the Guaranteed Obligations, any Loan Document or any such
                  other instrument or any term or provision of the foregoing (it
                  being understood that this clause (ii) shall not be deemed to
                  constitute a consent by any Guarantor to any such amendment
                  with respect to any Loan Document to which it is a party);

                           (iii) accept or enter into new or additional
                  agreements, security documents, guarantees (including letters
                  of credit) or other instruments in addition to, in exchange
                  for or relative to any Loan Document, all or any part of the
                  Guaranteed Obligations or any collateral now or in the future
                  serving as security for the Guaranteed Obligations;

                           (iv) accept or receive (including from any other
                  Guarantor) partial payments or performance on the Guaranteed
                  Obligations (whether as a result of the exercise of any right,
                  remedy, power or privilege or otherwise);

                           (v)  accept, receive and hold any additional
                  collateral for all or any part of the
                  Guaranteed Obligations (including from any other Guarantor);

                           (vi) release, reconvey, terminate, waive, abandon,
                  allow to lapse or expire, fail to perfect, subordinate,
                  exchange, substitute, transfer, foreclose upon or enforce any
                  collateral, security documents or guarantees (including
                  letters of credit or the obligations of any other Guarantor)
                  for or relative to all or any part of the Guaranteed
                  Obligations;

                           (vii) apply any collateral or the proceeds of any
                  collateral or guarantee (including any letter of credit or the
                  obligations of any other Guarantor) to all or any part of the
                  Guaranteed Obligations in such manner and extent as the
                  Administrative Agent or any Lender may in its discretion
                  determine;

                           (viii) release any Person (including any other
                  Guarantor) from any personal liability with respect to all or
                  any part of the Guaranteed Obligations;

                           (ix) settle, compromise, release, liquidate or
                  enforce upon such terms and in such manner as the
                  Administrative Agent or the Lenders may determine or as
                  applicable law may dictate all or any part of the Guaranteed
                  Obligations or any collateral on or guarantee (including any
                  letter of credit issued with respect to) of all or any part of
                  the Guaranteed Obligations;

                           (x) consent to the merger or consolidation of, the
                  sale of substantial assets by, or other restructuring or
                  termination of the corporate existence of the Borrower or any
                  other Person (including any other Guarantor);

                           (xi) proceed against the Borrower, such or any other
                  Guarantor or any other guarantor of (including any issuer of
                  any letter of credit issued with respect to) all or any part
                  of the Guaranteed Obligations or any collateral provided by
                  any Person and exercise the right, remedies, powers and
                  privileges of the Administrative Agent and the Lenders under
                  this Agreement or any other agreement or instrument referred
                  to herein, or otherwise in such order and such manner as the
                  Administrative Agent or any Lender may, in its discretion,
                  determine, without any necessity to proceed upon or against or
                  exhaust any collateral, right, remedy, power or privilege
                  before proceeding to call upon or otherwise enforce Section
                  9.01 as to any Guarantor;

                           (xii) foreclose upon any deed of trust, mortgage or
                  other instrument creating or granting liens on any interest in
                  real Property by judicial or nonjudicial sale or by deed in
                  lieu of foreclosure, bid any amount or make no bid in any
                  foreclosure sale or make any other election of remedies with
                  respect to such liens or exercise any right of set-off;

                           (xiii) obtain the appointment of a receiver with
                  respect to any collateral for all or any part of the
                  Guaranteed Obligations and apply the proceeds of such
                  receivership as the Administrative Agent or any Lender may in
                  its discretion determine (it being agreed that nothing in this
                  clause (xiii) shall be deemed to make the Administrative Agent
                  or any Lender a party in possession in contemplation of law,
                  except at its option);

                           (xiv) enter into such other transactions or business
                  dealings with any other Guarantor, the Borrower, any
                  Subsidiary or Affiliate of the Borrower or any other guarantor
                  of all or any part of the Guaranteed Obligations as the
                  Administrative Agent or any Lender may desire;

                           (xv) bring and prosecute a separate action or actions
                  against any Guarantor whether or not any other Guarantor, the
                  Borrower, any other guarantor, the issuer of any letter of
                  credit or any other Person is joined in any such action or a
                  separate action is or separate actions are brought against any
                  other Guarantor, the Borrower, any other guarantor, the issuer
                  of any letter of credit or any other Person or any collateral
                  for all or any part of the Guaranteed Obligations; and

                           (xvi)  do all or any combination of the actions set
                  forth in this Section 9.02.

                  (b) The enforceability and effectiveness of this Article IX
         and the liability of the Guarantors, and the rights remedies, powers
         and privileges of the Administrative Agent and the Lenders, under this
         Agreement or any other agreement or instrument referred to herein or
         therein, shall not be affected, limited, reduced, discharged or
         terminated, and each Guarantor hereby expressly waives any defense now
         or in the future arising, by reason of:

                           (i) the illegality, invalidity, irregularity,
                  authenticity, or unenforceability of all or any part of the
                  Guaranteed Obligations, this Agreement or any other agreement
                  or instrument referred to herein or therein, or any agreement,
                  security document, guarantee or other instrument relative to
                  all or any part of the Guaranteed Obligations;

                           (ii) any disability or other defense of the Borrower
                  or any other Guarantor with respect to all or any part of the
                  Guaranteed Obligations or any other guarantor of all or any
                  part of the Guaranteed Obligations (including any issuer of
                  any letters of credit), including the effect of any statute of
                  limitations that may bar the enforcement of all or any part of
                  the Guaranteed Obligations or the obligations of any such
                  other guarantor;

                           (iii) the illegality, invalidity, irregularity,
                  authenticity or unenforceability of any security or guarantee
                  (including any letter of credit) for all or any part of the
                  Guaranteed Obligations or the lack of perfection or continuing
                  perfection or failure of the priority of any lien on any
                  collateral for all or any part of the Guaranteed Obligations;

                           (iv) the cessation, for any cause whatsoever, of the
                  liability of the Borrower or any other Guarantor (other than
                  subject to Section 9.03, by reason of the full payment and
                  performance of all Guaranteed Obligations);

                           (v) any failure of the Administrative Agent or any
                  Lender to marshal assets in favor of the Borrower or any other
                  Person (including any other Guarantor), to exhaust any
                  collateral for all or any part of the Guaranteed Obligations,
                  to pursue or exhaust any right, remedy, power or privilege it
                  may have against any other Guarantor, the Borrower, any other
                  guarantor, all or any part of the Guaranteed Obligations
                  (including the Issuing Banks in respect of Letters of Credit)
                  or any other Person or to take any action whatsoever to
                  mitigate or reduce such or any other Guarantor's liability
                  under this Article IX, neither the Administrative Agent nor
                  any Lender being under any obligation to take any such action
                  notwithstanding the fact that all or any part of the
                  Guaranteed Obligations may be due and payable and that the
                  Borrower may be in default of its obligations under this
                  Agreement or any other agreement or instrument referred to
                  herein or therein;

                           (vi) any failure of the Administrative Agent or any
                  Lender to give notice after any Default of sale or other
                  disposition of any collateral (including any notice of any
                  judicial or nonjudicial foreclosure or sale of any interest in
                  real Property serving as collateral for all or any part of the
                  Guaranteed Obligations) for all or any part of the Guaranteed
                  Obligations to the Borrower, any Guarantor or any other Person
                  or any defect in, or any failure by any Guarantor or any other
                  Person to receive, any notice that may be given in connection
                  with any sale or disposition of any collateral;

                           (vii) any failure of the Administrative Agent or any
                  Lender to comply with applicable laws in connection with the
                  sale or other disposition of any collateral for all or any
                  part of the Guaranteed Obligations, including any failure to
                  conduct a commercially reasonable sale or other disposition of
                  any collateral for all or any part of the Guaranteed
                  Obligations;

                           (viii) any judicial or nonjudicial foreclosure or
                  sale of, or other election of remedies with respect to, any
                  interest in real Property or other collateral serving as
                  security for all or any part of the Guaranteed Obligations,
                  even though such foreclosure, sale or election of remedies may
                  impair the subrogation rights of any Guarantor or may preclude
                  any Guarantor from obtaining reimbursement, contribution,
                  indemnification or other recovery from any other Guarantor,
                  the Borrower any other guarantor or any other Person and even
                  though the Borrower may not, as a result of such foreclosure,
                  sale or election of remedies, be liable for any deficiency;

                           (ix) any benefits the Borrower, any Guarantor or any
                  other guarantor may otherwise derive from Sections 580(a),
                  580(b), 580(d) or 726 of the California Code of Civil
                  Procedure or any comparable provisions of the laws of any
                  other jurisdiction;

                           (x) any act or omission of the Administrative Agent,
                  any Lender or any other person that directly or indirectly
                  results in or aids the discharge or release of the Borrower or
                  any other Guarantor, of all or any part of the Guaranteed
                  Obligations or any security or guarantee (including any letter
                  of credit) for all or any part of the Guaranteed Obligations
                  by operation of law or otherwise;

                           (xi) any law which provides that the obligation of a
                  surety or guarantor must neither be larger in amount nor in
                  other respects more burdensome than that of the principal or
                  which reduces a surety's principal obligation;

                           (xii) the possibility that the obligations of the
                  Borrower to the Administrative Agent and the Lenders may at
                  any time and from time to time exceed the aggregate liability
                  of the Guarantors under this Article IX;

                           (xiii) any counterclaim, set-off or other claim which
                  the Borrower or any other Guarantor has or alleges to have
                  with respect to all or any part of the Guaranteed Obligations;

                           (xiv) any failure of the Administrative Agent or any
                  Lender to file or enforce a claim in any bankruptcy or other
                  proceeding with respect to any Person;

                           (xv) the election by the Administrative Agent or any
                  Lender, in a bankruptcy proceeding of any Person, of the
                  application or nonapplication of Section 1111(b)(2) of the
                  United States Bankruptcy Code;

                           (xvi)  any extension of credit or the grant of any
                  lien under Section 364 of the United States Bankruptcy Code;

                           (xvii)  any use of cash collateral under Section 363
                  of the United States Bankruptcy Code;

                           (xviii)  any agreement or stipulation with respect to
                  the provision of adequate
                  protection in any bankruptcy proceeding of any Person;

                           (xix)  the avoidance of any lien in favor of the
                  Administrative Agent or any Lender for any reason;

                           (xx) any bankruptcy, insolvency, reorganization,
                  arrangement, readjustment of debt, liquidation or dissolution
                  proceeding commenced by or against any Person, including any
                  discharge of, or bar or stay against collecting, all or any
                  part of the Guaranteed Obligations (or any interest on all or
                  any part of the Guaranteed Obligations) in or as a result of
                  any such proceeding;

                           (xxi) any other circumstance whatsoever that might
                  otherwise constitute a legal or equitable discharge or defense
                  of a surety or guarantor, including by reason of Sections
                  2809, 2810, 2819, 2839, 2845, 2850, 2899, 3275 and 3433 of the
                  California Civil Code, and any future judicial decisions or
                  legislation or of any comparable provisions of the laws of any
                  other jurisdiction; or

                           (xxiii)  diligence, presentment, demand of payment,
                  protest and all notices whatsoever.

                  (c) Each Guarantor represents and warrants to the
         Administrative Agent that it has established adequate means of
         obtaining financial and other information pertaining to the business,
         operations and condition (financial and otherwise) of the Borrower and
         its properties on a continuing basis and that such Guarantor is now and
         will in the future remain fully familiar with the business, operations
         and condition (financial and otherwise) of the Borrower and its
         properties. Each Guarantor further represents and warrants that it has
         reviewed and approved this Agreement and the related Loan Documents and
         is fully familiar with the transactions contemplated by such Loan
         Documents and that it will in the future remain fully familiar with
         such transaction and with any new Loan Documents and the transaction
         contemplated by such Loan Documents. Each Guarantor hereby expressly
         waives and relinquishes any duty on the part of the Administrative
         Agent or the Lenders (should any such duty exist) to disclose to such
         or any other Guarantor any matter of fact or other information related
         to the business, operations or condition (financial or otherwise) of
         the Borrower or its properties or to any Loan Documents or the
         transactions undertaken pursuant to, or contemplated by, such Loan
         Documents, whether now or in the future known by the Administrative
         Agent or any Lender.

                  Section 9.03. Reinstatement. The obligations of the Guarantors
under this Article IX shall be automatically reinstated if and to the extent
that for any reason any payment by or on behalf of the Borrower in respect of
the relevant Guaranteed Obligations is rescinded or must be otherwise restored
by any holder of any of the relevant Guaranteed Obligations, whether as a result
of any proceedings in bankruptcy or reorganization or otherwise, and the
Guarantors jointly and severally agree that they will indemnify the
Administrative Agent, each Issuing Bank and each Lender on demand for all
reasonable costs and expenses (including, without limitation, fees of counsel)
incurred by the Administrative Agent, such Issuing Bank or such Lender in
connection with such rescission or restoration, including any such costs and
expenses incurred in defending against any claim alleging that such payment
constituted a preference, fraudulent transfer or similar payment under any
bankruptcy, insolvency or similar law.

                  Section 9.04. Subrogation. Until the payment in full to each
Lender, each Issuing Bank and the Administrative Agent of the Guaranteed
Obligations, except as otherwise provided in Section 9.08, each Guarantor hereby
waives all rights of subrogation or contribution, whether arising by contract or
operation of law (including any such right arising under the Bankruptcy Code) or
otherwise by reason of any payment by it pursuant to the provisions of this
Article. Each Subsidiary Guarantor understands that, by reason of the foregoing
provisions of this Section 9.04, the exercise by the Administrative Agent or any
Lender of the rights, remedies, powers and privileges that it has under this
Article IX and under the other Loan Documents will result in nonreimbursable
liabilities under this Agreement. Nevertheless, each Guarantor hereby authorizes
and empowers the Administrative Agent and the Lenders to exercise, in its or
their sole discretion, any combination of such rights, remedies, powers and
privileges as they, in their sole discretion, shall deem appropriate.

                  Section 9.05. Remedies. The Guarantors jointly and severally
agree that, as between the Guarantors and the Lenders and Issuing Banks, the
obligations of the Borrower under this Agreement and the Notes may be declared
to be forthwith due and payable as provided in Article VII (and shall be deemed
to have become automatically due and payable in the circumstances provided in
said Article VII) for purposes of Section 9.01 notwithstanding any stay,
injunction or other prohibition preventing such declaration (or such obligations
from becoming automatically due and payable) as against the Borrower and that,
in the event of such declaration (or such obligations being deemed to have
become automatically due and payable), such obligations (whether or not due and
payable by the Borrower) shall forthwith become due and payable by the
Guarantors for purposes of said Section 9.01.

                  Section 9.06. Instrument for the Payment of Money. Each
Guarantor hereby acknowledges that the guarantee in this Article IX constitutes
an instrument for the payment of money, and consents and agrees that any Lender,
any Issuing Bank or the Administrative Agent, at its sole option, in the event
of a dispute by such Guarantor in the payment of any moneys due hereunder, shall
have the right to bring motion-action under New York CPLR Section 3213.

                  Section 9.07.  Continuing Guarantee.  The guarantee in this
Article IX is a continuing guarantee, and shall apply to all Guaranteed
Obligations whenever arising.

                  Section 9.08. Rights of Contribution. The Guarantors hereby
agree, as among themselves, that if any Guarantor shall become an Excess Funding
Guarantor (as defined below) by reason of the payment by such Guarantor of any
Guaranteed Obligations, each other Guarantor shall, on demand of such Excess
Funding Guarantor (but subject to the next sentence), pay to such Excess Funding
Guarantor an amount equal to such Guarantor's Pro Rata Portion (as defined below
and determined, for this purpose, without reference to the properties,
Indebtedness and liabilities of such Excess Funding Guarantor) of the Excess
Payment (as defined below) in respect of such Guaranteed Obligations. The
payment obligation of a Guarantor to any Excess Funding Guarantor under this
Section 9.08 shall be subordinate and subject in right of payment to the prior
payment in full of the obligations of such Guarantor under the other provisions
of this Article IX and such Excess Funding Guarantor shall not exercise any
right or remedy with respect to such excess until payment and satisfaction in
full of all of such obligations.

                  For purposes of this Section 9.08, (i) "Excess Funding
Guarantor" means, in respect of any Guaranteed Obligations, a Guarantor that has
paid an amount in excess of its Pro Rata Portion of such Guaranteed Obligations,
(ii) "Excess Payment" means, in respect of any Guaranteed Obligations, the
amount paid by an Excess Funding Guarantor in excess of its Pro Rata Portion of
such Guaranteed Obligations and (iii) "Pro Rata Portion" means, for any
Guarantor, the ratio (expressed as a percentage) of (x) the amount by which the
aggregate present fair saleable value of all assets of such Guarantor (excluding
any shares of stock of any other Guarantor) exceeds the amount of all the
Indebtedness and liabilities of such Guarantor (including contingent,
subordinated, unmatured and unliquidated liabilities, but excluding the
obligations of such Guarantor hereunder and any obligations of any other
Guarantor that have been Guaranteed by such Guarantor) to (y) the amount by
which the aggregate fair saleable value of all assets of the Borrower and all of
the Guarantors exceeds the amount of all the Indebtedness and liabilities
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding the obligations of the Borrower and the Guarantors hereunder) of the
Borrower and all of the Guarantors, all as of the Closing Date. If any
Subsidiary becomes a Guarantor hereunder subsequent to the Closing Date, then
for purposes of this Section 9.08 such subsequent Guarantor shall be deemed to
have been a Guarantor as of the Closing Date and the aggregate present fair
saleable value of the assets, and the amount of the Indebtedness and
liabilities, of such Guarantor as of the Closing Date shall be deemed to be
equal to such value and amount on the date such Guarantor becomes a Guarantor
hereunder.

                  Section 9.09. General Limitation on Guarantee Obligations. In
any action or proceeding involving any state corporate law, or any state or
Federal bankruptcy, insolvency, reorganization, fraudulent transfer or other law
affecting the rights of creditors generally, if the obligations of any Guarantor
under Section 9.01 would otherwise, taking into account the provisions of
Section 9.08, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under said Section 9.01, then, notwithstanding any other provision
hereof to the contrary, the amount of such liability shall, without any further
action by such Guarantor, any Lender, any Issuing Bank, the Administrative Agent
or any other Person, be automatically limited and reduced to the highest amount
that is valid and enforceable and not subordinated to the claims of other
creditors as determined in such action or proceeding.

                                    ARTICLE X

                                  MISCELLANEOUS

                  Section 10.01. Amendments, Consents, Etc. No amendment or
waiver of any provision of this Agreement or the other Loan Documents, nor any
consent to any departure by any Obligor from any provision of this Agreement or
the other Loan Documents, shall in any event be effective unless the same shall
be in writing and signed by the Borrower and the Required Lenders, and then such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided that:

                  (i) no amendment, waiver or consent shall, unless in writing
         and signed by the Required Lenders and each Lender that would be
         adversely affected by such amendment, waiver or consent:

                           (1) change the percentage of the Commitments or of
                  the aggregate unpaid principal amount of the Advances, or the
                  number or percentage of Lenders, that shall be required for
                  the Lenders or any of them to take any action hereunder;

                           (2)  reduce the principal of, or interest on, the
                  Notes or any fees or other amounts payable hereunder;

                           (3) postpone any date fixed for any Commitment
                  reduction or payment of principal of, or interest on, the
                  Notes or any fees or other amounts payable hereunder or waive
                  any event of default under Section 7.01(b) or 7.01(c); or

                           (4)  increase the Commitment of such Lender or
                  subject such Lender to any additional obligations;

                  (ii) no amendment, waiver or consent shall, unless in writing
and signed by each Lender:

                           (1)  amend Section 2.12 or this Section 10.01; or

                           (2) release all or substantially all of the
                  Guarantors from their respective obligations under Article IX
                  (except in connection with a sale, transfer or other
                  disposition of such Guarantor in a transaction permitted
                  hereunder); or

                  (iii) no amendment, waiver or consent shall, unless in writing
         and signed by the Required Revolving Credit Lenders and the Required
         Term Lenders, change the order of application of any prepayment set
         forth in Section 2.05; and

                  (iv) no amendment, waiver or consent shall, unless in writing
         and (x) signed by the Administrative Agent in addition to the Lenders
         required above to take such action, affect the rights or duties of the
         Administrative Agent under this Agreement or any other Loan Document,
         and (y) signed by the Issuing Banks in addition to the Lenders required
         to take such action, amend Section 2.07, 2.13 or 3.03, increase the
         Letter of Credit Sublimit or otherwise affect the rights or obligations
         of any Issuing Bank under this Agreement.

                  Anything herein to the contrary notwithstanding, the
Administrative Agent shall be authorized, without the consent of any Lender, to
release any Lien covering property that is the subject of either a disposition
of property permitted hereunder or a disposition to which the Required Lenders
have consented, and to release any Guarantor from any of its obligations
hereunder to the extent that such Guarantor is the subject of either a
disposition permitted hereunder or a disposition to which the Required Lenders
have consented, or such Guarantor is to be designated as an "Unrestricted
Subsidiary" hereunder in accordance with Section 6.04.

                  Section 10.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall be in writing (including telecopy
communication) and mailed, telecopied or delivered:

                  (a)  if to any of the Credit Parties, care of Adelphia
         Communications Corporation, One North Main Street, Coudersport,
         Pennsylvania, 16915, attention Mr. James R. Brown, Vice
         President/Finance, telephone number (814) 274-6250, telecopier number
         (814) 274-6568;

                  (b)  if to any Initial Lender, at the Domestic Lending Office
         specified in its Administrative Questionnaire;

                  (c)  if to any other Lender, at its Domestic Lending Office
         specified in the Assignment and Acceptance pursuant to which it became
         a Lender;

                  (d)  if to any Issuing Bank, at its address as specified in
         its Administrative Questionnaire; and

                  (e) if to the Administrative Agent, at its address at Two
         Penns Way, Suite 200, New Castle, Delaware, 19720, Attention: Tim
         Cassidy (or his successor), telephone number (302)894-6032, telecopier
         number (302) 894-6120;

or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall, when mailed or telecopied, be effective when deposited in the mails or
transmitted by telecopier, respectively, except that notices and communications
to the Administrative Agent pursuant to Article II, III, VII or VIII shall not
be effective until received by the Administrative Agent.

                  Section 10.03. No Waiver; Remedies. No failure on the part of
any Lender, any Issuing Bank or the Administrative Agent to exercise, and no
delay in exercising, any right hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.

                  Each Credit Party irrevocably waives, to the fullest extent
permitted by applicable law, any claim that any action or proceeding commenced
by the Administrative Agent, any Issuing Bank or any Lender relating in any way
to this Agreement should be dismissed or stayed by reason, or pending the
resolution, of any action or proceeding commenced by any Credit Party relating
in any way to this Agreement whether or not commenced earlier. To the fullest
extent permitted by applicable law, the Credit Parties shall take all measures
necessary for any such action or proceeding commenced by the Administrative
Agent, any Issuing Bank or any Lender to proceed to judgment prior to the entry
of judgment in any such action or proceeding commenced by any Credit Party.

                  Section 10.04.  Costs, Expenses and Indemnification.
                                  -----------------------------------

                  (a) Costs and Expenses. The Borrower agrees to pay on demand
(i) all costs and expenses of the Administrative Agent, the Issuing Banks and
the Lenders in connection with the preparation, execution, delivery,
administration, modification and amendment of the Loan Documents including,
without limitation, (A) all due diligence, syndication (including printing,
distribution and bank meetings), transportation, computer, duplication,
appraisal, insurance, consultant, search, filing and recording fees and
expenses, ongoing audit expenses and all other reasonable out-of-pocket expenses
incurred by the Administrative Agent (including the reasonable fees and expenses
of Milbank, Tweed, Hadley & McCloy LLP, special counsel to Citibank, and of any
special FCC counsel with which such special counsel may consult) whether or not
any of the transactions contemplated by this Agreement are consummated, (B) the
reasonable fees and expenses of counsel for the Administrative Agent with
respect thereto, with respect to advising the Administrative Agent as to its
rights and responsibilities, or the perfection, protection or preservation of
rights or interests, under the Loan Documents, and (C) with respect to
negotiations with any Credit Party or with other creditors of any Credit Party
or any of its Subsidiaries arising out of any Default or Event of Default or any
events or circumstances that may reasonably be expected to give rise to a
Default or Event of Default and with respect to presenting claims in or
otherwise participating in or monitoring any bankruptcy, insolvency or other
similar proceeding involving creditors' rights generally (and any proceeding
ancillary thereto) and (ii) all costs and expenses of the Administrative Agent,
the Issuing Banks and the Lenders in connection with the enforcement of the Loan
Documents, whether in any action, suit or litigation, any bankruptcy, insolvency
or other similar proceeding affecting creditors' rights generally or otherwise
(including, without limitation, the fees and expenses of counsel for the
Administrative Agent, each Issuing Bank and each Lender with respect thereto).

                  (b) Indemnification. The Borrower agrees to indemnify and hold
harmless each Indemnified Party from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, fees and
expenses of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of, or in connection with the preparation for a defense of, any
investigation, litigation or proceeding arising out of, related to or in
connection with the Credit Agreement Transactions or the actual or alleged
presence of Hazardous Materials on any property owned by a Credit Party or any
Environmental Claim relating in any way to any Credit Party or any of its
Subsidiaries, in each case whether or not such investigation, litigation or
proceeding is brought by any Credit Party, its directors, shareholders or
creditors or an Indemnified Party or any Indemnified Party is otherwise a party
thereto and whether or not the Credit Agreement Transactions or the other
transactions contemplated hereby are consummated, except to the extent such
claim, damage, loss, liability or expense is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party's gross negligence or willful misconduct.

                  (c) Breakfunding. If any payment of principal of, or
Conversion of, any Eurodollar Rate Advance is made by the Borrower to or for the
account of a relevant Lender other than on the last day of the Interest Period
for such Advance, as a result of a payment or Conversion pursuant to Section
2.03, 2.05, 2.08(b)(i) or 2.09(d) or as the result of acceleration of the
maturity of the Notes pursuant to Section 7.01 or for any other reason, or in
the event the Borrower shall fail (for any reason, including by reason of the
failure of any conditions precedent in Article III to be satisfied) to borrow a
Eurodollar Rate Advance from any Lender on the date specified therefor in a
Notice of Borrowing, the Borrower shall, upon demand by such Lender (with a copy
of such demand to the Administrative Agent), pay to the Administrative Agent for
the account of such Lender any amounts required to compensate such Lender for
any additional losses, costs or expenses that it may reasonably incur as a
result of such payment or failure to borrow, including, without limitation, any
loss (excluding loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

                  (d) Discretionary Payments by Administrative Agent. If any
Credit Party fails to pay when due any costs, expenses or other amounts payable
by it under any Loan Document, including, without limitation, reasonable fees
and expenses of counsel and indemnities, such amount may be paid on behalf of
such Credit Party by the Administrative Agent or any Lender, in its sole
discretion.

                  Section 10.05. Right of Setoff. Each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by
law, to set off and otherwise apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other Indebtedness at
any time owing by such Lender to or for the credit or the account of the
Borrower against any and all of the obligations of the Borrower now or hereafter
existing under this Agreement and the Note held by such Lender, irrespective of
whether such Lender shall have made any demand under this Agreement or such Note
and although such obligations may be unmatured. Each Lender agrees promptly to
notify the Borrower after any such setoff and application; provided that the
failure to give such notice shall not affect the validity of such setoff and
application. The rights of each Lender under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
setoff) that such Lender may have.

                  Section 10.06. Governing Law; Submission to Jurisdiction. This
Agreement and the Notes shall be governed by, and construed in accordance with,
the law of the State of New York. Each Credit Party hereby submits to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby. Each Credit Party irrevocably
waives, to the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.

                  Section 10.07.  Assignments and Participations.
                                  ------------------------------

                  (a) Assignments. Each Lender may assign to one or more banks
or other entities all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitments,
the Advances owing to it and the Note or Notes held by it); provided that:

                  (i) except in the case of an assignment to a Person that,
         immediately prior to such assignment, was a Lender or an affiliate of a
         Lender or an assignment of all of a Lender's rights and obligations
         under this Agreement, the amount of the Commitments of the assigning
         Lender being assigned pursuant to each such assignment (determined as
         of the date of the Assignment and Acceptance with respect to such
         assignment) shall in no event be less than the lesser of (x) such
         Lender's Commitments hereunder and (y) $5,000,000 (except as otherwise
         agreed by the Borrower and the Administrative Agent);

                  (ii) except in the case of an assignment to a Person that,
         immediately prior to such assignment, was a Lender or an affiliate of a
         Lender, each such assignment (so long as no Event of Default shall have
         occurred and be continuing) shall be made only upon the prior written
         approval of the Borrower, the Administrative Agent and, with respect to
         Revolving Credit Commitments only, each Issuing Bank, such approval in
         each case not to be unreasonably withheld;

                  (iii) each such assignment by a Lender of its Advances,
         Commitment or Note under either Facility shall be made in such manner
         so that the same portion of its Advances, Commitment and Note under
         such Facility is assigned to the respective assignee; and

                  (iv) to the extent the consent of the Borrower and the
         Administrative Agent was not required pursuant to Section 10.07(a)(ii),
         the Borrower and the Administrative Agent shall have received notice of
         such assignment, and

                  (v) the parties to each such assignment shall execute and
         deliver to the Administrative Agent, for its acceptance and recording
         in the Register, an Assignment and Acceptance, together with any Note
         or Notes subject to such assignment and a processing and recordation
         fee of $3,500.

Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in such Assignment and Acceptance, (x) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of a Lender hereunder and (y) the
Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and Acceptance,
relinquish its rights and be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such Lender shall cease to be a party hereto).

                  Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose vehicle (an "SPC")
of such Granting Lender, identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Advance that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to Section 2.01,
provided that (i) nothing herein shall constitute a commitment by any SPC to
make any Advance, (ii) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Advance, the Granting Lender shall be
obligated to make such Advance pursuant to the terms hereof and (iii) the
Borrower may bring any proceeding against either the Granting Lender or the SPC
in order to enforce any rights of the Borrower under any of the Loan Documents.
The making of an Advance by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Advance were made by the
Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for
any payment under this Agreement for which a Lender would otherwise be liable,
for so long as, and to the extent, the related Granting Lender makes such
payment. In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States or any State thereof
arising out of any claim against such SPC under this Agreement. In addition,
notwithstanding anything to the contrary contained in this Section 10.07, any
SPC may with notice to, but without the prior written consent of, the Borrower
or the Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Advances to its Granting Lender
or to any financial institutions (consented to by the Borrower and the
Administrative Agent) providing liquidity and/or credit support (if any) with
respect to commercial paper issued by such SPC to fund such Advances and such
SPC may disclose on a confidential basis, confidential information with respect
to the Borrower and its Subsidiaries to any rating agency, commercial paper
dealer or provider of a surety, guarantee or credit liquidity enhancement to
such SPC. This paragraph may not be amended without the consent of any SPC at
the time holding Advances under this Agreement.

                  (b) Assignment and Acceptance. By executing and delivering an
Assignment and Acceptance, the Lender assignor thereunder and the assignee
thereunder confirm to and agree with each other and the other parties hereto as
follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with this Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement or
any other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Credit Party or the performance or
observance by the Credit Parties of any of their respective obligations under
this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of the financial statements referred to in Section 4.05 and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Assignment and Acceptance;
(iv) such assignee will, independently and without reliance upon the
Administrative Agent, any Issuing Banks, such assigning Lender 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 decisions in taking or not taking
action under this Agreement; (v) such assignee appoints and authorizes the
Administrative Agent to take such action as agent on its behalf and to exercise
such powers and discretion under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers and
discretion as are reasonably incidental thereto; (vi) such assignee agrees that
it will perform in accordance with their terms all of the obligations that by
the terms of this Agreement are required to be performed by it as a Lender; and
(vii) such assignee has provided the Borrower and the Administrative Agent with
the forms and documents with respect to such assignee referred to in Section
2.11(e).

                  (c) The Register. The Administrative Agent, acting for this
purpose as an agent of the Borrower, shall maintain at its address referred to
in Section 10.02 a copy of each Assignment and Acceptance delivered to and
accepted by it and a register for the recordation of the names and addresses of
the Lenders and the Commitments of, and principal amount of the Advances owing
under each Facility to, each Lender from time to time (the "Register"). The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and the Borrower, the Administrative Agent and the Lenders shall
treat each Person whose name is recorded in the Register as a Lender hereunder
for all purposes of this Agreement. No assignment shall be effective until it is
recorded in the Register pursuant to this Section 10.07(c). The Register shall
be available for inspection by the Borrower or any Lender at any reasonable time
and from time to time upon reasonable prior notice.

                  (d) Effectiveness of Assignments. Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender and an assignee,
together with any Note or Notes subject to such assignment, the Administrative
Agent shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit E hereto, (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Borrower. Within five Business Days
after its receipt of such notice, the Borrower, at its own expense, shall
execute and deliver to the Administrative Agent in exchange for the surrendered
Note or Notes a new Note or Notes to the order of such assignee in an amount
equal to the portion of the Facilities assumed by it pursuant to such Assignment
and Acceptance and, if the assigning Lender has retained a portion of such
Facilities, a new Note or Notes to the order of the assigning Lender in an
amount equal to the portion so retained by it hereunder. Such new Note or Notes
shall be in an aggregate principal amount equal to the aggregate principal
amount of such surrendered Note or Notes, shall be dated the effective date of
such Assignment and Acceptance and shall otherwise be in substantially the form
of Exhibit A-1 and A-2, as the case may be.

                  (e) Participations. Each Lender may sell participations in or
to all or a portion of its rights and/or obligations under this Agreement
(including, without limitation, all or a portion of its Commitments or the
Advances owing to it and the Note or Notes held by it) to any Person (herein, a
"Participant"); provided that (i) such Lender's obligations under this Agreement
(including, without limitation, its Commitments) shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
any such Note for all purposes of this Agreement, (iv) the Credit Parties, the
Administrative Agent, the Issuing Banks 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) no Participant under any
such participation shall have any right to approve any amendment or waiver of
any provision of any Loan Document, or any consent to any departure by any
Credit Party therefrom, except to the extent that such amendment, waiver or
consent would reduce the principal of, or interest on, the Notes or any fees or
other amounts payable hereunder, in each case to the extent subject to such
participation, postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each
case to the extent subject to such participation, or release all or
substantially all of the Guarantors from their respective obligations under
Article IX (unless such release is permitted pursuant to the terms of the Loan
Documents). Subject to paragraph (f) of this Section, the Borrower agrees that
each Participant shall be entitled to the benefits of Sections 2.09, 2.11 and
10.04(c) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section.

                  (f) Limitations on Rights of Participants. A Participant shall
not be entitled to receive any greater payment under Section 2.09 or 2.11 than
the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent. A
Participant shall not be entitled to the benefits of Section 2.11 unless the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.11(e) as though it were a Lender.

                  (g) Assignments by Issuing Banks. Any Issuing Bank, may
(subject to the prior written consent of the Borrower, such consent not to be
unreasonably withheld) assign all or any portion of its rights and obligations
under this Agreement to a successor Issuing Bank that is a commercial bank
organized under the laws of the United States, or any state thereof, and having
total assets in excess of $1,000,000,000 and, upon the acceptance of such
assignment, the successor Issuing Bank shall succeed to such portion of such
rights and obligations and such assigning Issuing Bank shall be discharged from
its duties and obligations under this Agreement to such extent.

                  (h) Disclosure of Information. Any Issuing Bank and any Lender
may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 10.07, disclose to the assignee or
participant or proposed assignee or participant, any information relating to the
Borrower furnished to such Lender by or on behalf of the Borrower; provided
that, prior to any such disclosure, the assignee or participant or proposed
assignee or participant shall agree in writing to preserve the confidentiality
of any Confidential Information received by it from the Issuing Banks or the
Lenders.

                  (i) Pledges. Notwithstanding any other provision set forth in
this Agreement, any Lender may at any time (i) create a security interest in all
or any portion of its rights under this Agreement (including, without
limitation, the Advances owing to it and the Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of
Governors of the Federal Reserve System and (ii) pledge all or any part of its
right, title and interest in, to and under the Advances and Notes held by it to
any trustee for the benefit of the holders of such Lender's securities.

                  (j) Assignments to Borrower and Affiliates. Anything in this
Section 10.07 to the contrary notwithstanding, neither the Borrower nor any of
its Subsidiaries or Affiliates may acquire (whether by assignment, participation
or otherwise), and neither any Lender nor any Issuing Bank shall assign or
participate to the Borrower or any of its Subsidiaries or Affiliates, any
interest in any Commitment, Advance or other amount owing hereunder without the
prior consent of each Lender.

                  Section 10.08. Execution in Counterparts. This Agreement may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  Section 10.09. No Liability of Any Issuing Bank. The Borrower
assumes all risks of the acts or omissions of any beneficiary or transferee of
any Letter of Credit with respect to its use of such Letter of Credit. No
Issuing Bank nor any of its officers or directors shall be liable or responsible
for: (a) the use that may be made of any Letter of Credit issued by such Issuing
Bank or any acts or omissions of any beneficiary or transferee in connection
therewith; (b) the validity, sufficiency or genuineness of documents, or of any
endorsement thereon, even if such documents should prove to be in any or all
respects invalid, insufficient, fraudulent or forged; (c) payment by such
Issuing Bank against presentation of documents that do not comply with the terms
of a Letter of Credit issued by it, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit issued by such Issuing Bank, except that the Borrower shall have a
claim against such Issuing Bank, and such Issuing Bank shall be liable to the
Borrower, to the extent of any direct, but not consequential, damages suffered
by the Borrower that the Borrower proves were caused by (i) such Issuing Bank's
willful misconduct or gross negligence in determining whether documents
presented under any Letter of Credit issued by it comply with the terms of such
Letter of Credit or (ii) such Issuing Bank's willful failure to make lawful
payment under a Letter of Credit issued by it after the presentation to it of a
draft and certificates strictly complying with the terms and conditions of such
Letter of Credit. In furtherance and not in limitation of the foregoing, any
Issuing Bank 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.

                  Section 10.10. Confidentiality. Neither the Administrative
Agent nor any Issuing Bank or Lender shall disclose any Confidential Information
to any Person without the prior consent of the Borrower, other than (a) to the
Administrative Agent's, such Issuing Bank's or such Lender's Affiliates and
their officers, partners, directors, employees, agents and advisors (including
independent auditors and counsel) and to actual or prospective assignees and
participants, and then only on a confidential basis, (b) as required by any law,
rule or regulation or judicial process and (c) as requested or required by any
state, Federal or foreign authority or examiner regulating or having authority
over Lenders or the Lenders' respective activities.

                  Section 10.11. Waiver Of Jury Trial. EACH OF THE CREDIT
PARTIES, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE ISSUING BANKS HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR
THE ACTIONS OF THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY ISSUING BANK IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

                  Section 10.12. Survival. The obligations of the Borrower under
Sections 2.09, 2.11, 2.13(d) and 10.04, the obligations of each Guarantor under
Section 9.03, the obligations of the Lenders under Section 8.05 and the
obligations of the Lenders, the Issuing Banks and the Administrative Agent under
Section 10.10, shall survive the repayment of the Advances and the termination
of the Commitments. In addition, each representation and warranty made, or
deemed to be made by a notice of any extension of credit (whether by means of an
Advance or a Letter of Credit), herein or pursuant hereto shall survive the
making of such representation and warranty, and no Lender or Issuing Bank shall
be deemed to have waived, by reason of making any extension of credit hereunder
(whether by means of an Advance or a Letter of Credit), any Default or Event of
Default that may arise by reason of such representation or warranty proving to
have been false or misleading, notwithstanding that such Lender, such Issuing
Bank or the Administrative Agent may have had notice or knowledge or reason to
believe that such representation or warranty was false or misleading at the time
such extension of credit was made.

                  Section 10.13.  Captions.  The table of contents and captions
and section headings appearing herein are included solely for convenience of
reference and are not intended to affect the interpretation of any provision of
this Agreement.

                  Section 10.14. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, provided that no Credit Party may assign any
of its rights or obligations hereunder or under the other Loan Documents without
the prior consent of all of the Lenders, the Issuing Banks and the
Administrative Agent.

                  Section 10.15. Limited Recourse. Notwithstanding any contrary
provision of this Agreement or any other Loan Document, no recourse shall be had
for the payment of the principal of or interest on the Advances or any other
amounts payable hereunder (collectively, the "Obligations"), or for any claim
based thereon, against (i) any Partner or any of their respective legal
representatives, heirs, estates, permitted successors or assigns or (ii) any
corporation, partnership (or any general or limited partner thereof) or
individual to which the collateral securing the payment of the Obligations shall
have been transferred with the prior written consent of each Lender, except to
the extent such consent is not required pursuant to this Agreement or any other
Loan Document. It is understood that none of the Obligations may be enforced
against any of the Persons described in clauses (i) or (ii) of the preceding
sentence, provided that this Section 10.15 shall not (A) prevent or restrict
recourse to the collateral securing the payment of the Obligations or constitute
a waiver, release or discharge of the Obligations, but the Obligations shall
remain outstanding until paid or discharged; (B) limit any rights, claims for
damages or recourse of the Administrative Agent, the Lenders or the Issuing
Banks or their respective transferees or assigns as a result of (x) any knowing
or willful breach by such Person of any representation or warranty of such
Person made under or pursuant to this Agreement or any other Loan Document or
(y) any knowing or willful breach of covenant or other obligation by such Person
under this Agreement or any other Loan Document; or (C) limit the right of any
Person to name the Borrower, any Obligor or any transferee of any interest in
the collateral securing the payment of the Obligations as a party defendant in
any action or suit for a judicial sale or in the exercise of any other remedy
under this Agreement or any other Loan Document, so long as no judgment in the
nature of a deficiency judgment shall be asked for, taken or enforced against
any Person referred to in said clauses (i) or (ii). Notwithstanding the
foregoing, nothing herein shall be construed to constitute a waiver by the
Administrative Agent, the Lenders or the Issuing Banks of any rights to damages,
other monetary relief, injunctive relief or any other remedy at law or equity
against the Borrower, any Obligor or any Partner by reason of fraud, knowing or
willful breach of representations and warranties, willful tortious acts or
omissions, gross negligence or criminal acts. This Section 10.15 is not intended
to and shall not impair or limit the Administrative Agent's, any Lender's or
Issuing Bank's ability to realize on the collateral securing the payment of such
obligations or on any other assets of the Borrower or any Obligor.


<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

CENTURY-TCI CALIFORNIA, L.P.

By: Century-TCI California Communications, L.P., its
General Partner

By: Century Exchange LLC, its General Partner

By: Century Southwest Cable Television, Inc., its Manager

By:/s/ James Brown

Title: Vice President

GUARANTORS

None

THE ADMINISTRATIVE AGENT

CITIBANK, N.A.



By:/s/ Mary E. Thomas

Title: Attorney-in-Fact

THE LENDERS

CITIBANK, N.A.


By:/s/Mary E. Thomas

Title: Attorney-in-Fact

SOCIETE GENERALE,                        MELLON BANK, N.A.
NEW YORK BRANCH


By:/s/Elaine Khalil                      By:/s/Nancy E. Gale
   ----------------                         ----------------
     Name:  Elaine Khalil                Name:  Nancy E. Gale
     Title:                              Title:  Assistant Vice President

DEUTSCHE BANK AG BANK OF AMERICA, N.A.
NEW YORK BRANCH
A/O CAYMAN ISLANDS BRANCH


By:/s/Jon D. Storck                      By:/s/Pamela S. Kurtzman
   ----------------                         ---------------------
     Name:  Jon D. Storck                Name:  Pamela S. Kurtzman
     Title:  Vice President              Title:  Vice President


By:/s/Alexander Richarz

     Name:  Alexander Richarz
     Title:  Associate

THE BANK OF NEW YORK                     THE BANK OF NOVA SCOTIA


By:/s/Debra M. Ritchie                   By:/s/Vincent J. Fitzgerald, Jr.
   -------------------                      -----------------------------
     Name:  Debra M. Ritchie             Name:  Vincent J. Fitzgerald, Jr.
     Title:  Assistant Vice President    Title:  Authorized Signatory

BANK OF TOKYO-MITSUBISHI                 BANK ONE, NA
  TRUST COMPANY


By:/s/Glenn B. Eckert                    By:/s/Michael R. Phelan
   ------------------                       --------------------
     Name:  Glenn B. Eckert              Name:  Michael R. Phelan
     Title:  Vice President and Manager  Title:  Authorized Agent

THE CHASE MANHATTAN BANK                 CIBC INC.


By:/s/John J. Huber III                  By:/s/Tefta Ghilaga
   --------------------                     ----------------
     Name:  John J. Huber III            Name:  Tefta Ghilaga
     Title:  Managing Director           Title:  Executive Director

CREDIT LYONNAIS                          CREDIT SUISSE FIRST BOSTON
  NEW YORK BRANCH


By:/s/John P. Judge                      By:/s/Joel Glodowski
   ----------------                         -----------------
     Name:  John P. Judge                Name:  Joel Glodowski
     Title:  Vice President              Title:  Managing Director


By                                       By:/s/Robert Hetu

     Name:                               Name:  Robert Hetu
     Title:                              Title:  Vice President

THE DAI-ICHI KANGYO BANK, LIMITED        THE MITSUBISHI TRUST AND
                                         BANKING CORPORATION

By:/s/Thomas Cha

     Name:  Thomas Cha                   By:/s/Toshihiro Hayashi

     Title:  Account Officer             Name:  Toshihiro Hayashi

                          Title: Senior Vice President

TORONTO DOMINION (TEXAS), INC.           BANK OF MONTREAL


By:/s/Debbie A. Greene                   By:/s/Sarah Kim
   -------------------                      ------------
     Name:  Debbie A. Greene             Name:  Sarah Kim
     Title:  Vice President              Title:  Director

BARCLAYS BANK PLC                        CREDIT LOCAL DE FRANCE -
                                         NEW YORK AGENCY


By:/s/Daniele Iacovone                   By:/James R. Miller & Philippe Ducos
   -------------------                      ---------------------------------
     Name:  Daniel Iacovone              Name: James R. Miller & Philippe Ducos
     Title:  Associate Director          Title:General Mgr. and Deputy Gen. Mgr.

FIRST UNION NATIONAL BANK                THE INDUSTRIAL BANK OF JAPAN, LIMITED


By:/s/Chris Kaumbach                     By:/s/William Kennedy

     Name:  Chris Kaumbach               Name:  William Kennedy
     Title:  Vice President              Title:  Senior Vice President

PNC BANK, NATIONAL ASSOCIATION           WEBSTER BANK


By:/s/Jeffrey E. Hauser

     Name:  Jeffrey E. Hauser            By:/s/Barbara E. Hillmeyer
                                            -----------------------
     Title:  Vice President              Name:  Barbara E. Hillmeyer
                                         Title:  Vice President


<PAGE>


                                     - 101 -

                        SCHEDULE 4.21 TO CREDIT AGREEMENT

<TABLE>
<CAPTION>

                        SCHEDULE 2.01 TO CREDIT AGREEMENT

                                                                                                      Schedule 2.01


                               List of Commitments

--------------------------------------------- ---------------------- ---------------------- ----------------------
                                    Revolving

--------------------------------------------         Credit                  Term
               Name of Lender                      Commitment             Commitment          Total Commitment

--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
<S>                                              <C>                    <C>                    <C>
Citibank, N.A.                                   $  50,000,000.00       $  50,000,000.00       $   100,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Societe Generale, New York Branch                   50,000,000.00          50,000,000.00           100,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Mellon Bank, N.A.                                   50,000,000.00          50,000,000.00           100,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Deutsche Bank AG
  New York Branch

  A/O Cayman Islands Branch                         50,000,000.00          50,000,000.00           100,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Bank of America, N.A.                               18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
The Bank of New York                                18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
The Bank of Nova Scotia                             18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Bank of Tokyo-Mitsubishi

  Trust Company                                     18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Bank One, N.A.                                      18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
The Chase Manhattan Bank                            18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
CIBC Inc.                                           18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Credit Lyonnais

  New York Branch                                   18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Credit Suisse First Boston                          18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
The Dai-Ichi Kangyo Bank, Limited                   18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
The Mitsubishi Trust and

  Banking Corporation                               18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Toronto Dominion (Texas), Inc.                      18,333,333.50          18,333,333.50            36,666,667.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Bank of Montreal                                    12,500,000.00          12,500,000.00            25,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Barclays Bank PLC                                   12,500,000.00          12,500,000.00            25,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Credit Local de France -
  New York Agency                                   12,500,000.00          12,500,000.00            25,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
First Union National Bank                           12,500,000.00          12,500,000.00            25,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
The Industrial Bank of Japan, Limited               12,500,000.00          12,500,000.00            25,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
PNC Bank, National Association                      12,500,000.00          12,500,000.00            25,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------
Webster Bank                                         5,000,000.00           5,000,000.00            10,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
--------------------------------------------- ---------------------- ---------------------- ----------------------

         Total                                    $500,000,000.00        $500,000,000.00        $1,000,000,000.00
--------------------------------------------- ---------------------- ---------------------- ----------------------
</TABLE>


<PAGE>




                        SCHEDULE 4.08 TO CREDIT AGREEMENT

                                                                   Schedule 4.08


                     Subsidiaries; other Equity Investments

                                      None


<PAGE>




                        SCHEDULE 4.10 TO CREDIT AGREEMENT

                                                                   Schedule 4.10


                             Restrictive Agreements

                                      None


<PAGE>




                        SCHEDULE 4.16 TO CREDIT AGREEMENT

                                                                   Schedule 4.16


                              Environmental Matters

                                      None


<PAGE>




                        SCHEDULE 4.17 TO CREDIT AGREEMENT

                                                                   Schedule 4.17


                                    Insurance

Acord Policies:
--------------

Commercial General Liability (occurrence basis)      Policy No. PTS444636
         $2,000,000 General Aggregate
         $1,000,000 Each Occurrence


Automotive (any auto, hired and non-owned)  Policy No. PTS444635
         $1,000,000 Combined Single Limit

Excess Liability (umbrella form)                     Policy No. 79702671
         $50,000,000 Each Occurrence
         $50,000,000 Aggregate


Property Special Form (includes theft)               Policy No. RHT313277
         $100,000,000 Blanket Limit



<PAGE>


                                      - 3 -

<TABLE>
<CAPTION>

                        SCHEDULE 4.21 TO CREDIT AGREEMENT

                                                                               Schedule 4.21


                                   Franchises

                        FRANCHISE AGREEMENTS OF BORROWER

                  Issuing Authority                                    Expiration Date

<S>                                                                   <C>
City of Ventura, CA                                                       01/31/2011
Ventura Co. (E Ventura) CA                                                12/31/1999
City of Moorpark, CA                                                      12/20/2000
Marine Corps Base, CA                                                     12/02/2001
County of San Bernardino, CA                                              11/27/2007
Town of Yucca Valley, CA                                                  01/01/2095
City of 29 Palms, CA                                                      01/01/2095
City of Brea, CA                                                          11/05/2005
County of Orange, CA                                                      08/01/2011
County of L.A. (LaHabra), CA                                              08/08/2001
City of LaHabra, CA                                                       07/18/2007
City of LaHabra Hts, CA                                                   07/14/2009
City of Redondo Beach, CA                                                 05/25/2004
City of L.A. (Eagle Rock) H, CA                                           08/01/2002
City of West Hollywood, CA                                                01/19/2000
City of Beverly Hills, CA                                                 06/15/2002
City of L.A. (Valley) G, CA                                               08/01/2002
Ventura Co (Bell Canyon), CA                                              11/27/2004
City of Santa Monica, CA                                                  12/13/1987
County of L.A. (Marina), CA                                               07/19/2000
City of L.A. (West L.A.) F, CA                                            08/01/2002
City of Villa Park, CA                                                    02/20/1999
City of Anaheim, CA                                                       12/01/2002
Orange County, CA                                                         12/12/2010
City of Hermosa Beach, CA                                                 09/27/2004
City of Manhattan Beach, CA                                               06/03/2008
City of Pomona, CA                                              no written franchise agreement
City of Chino Hills, CA                                                   03/09/2001
City of Chino, CA                                                         11/10/2002
County of San Bernardino, CA                                              11/27/2007
City of Bradbury, CA                                                      06/30/2004
County of Los Angeles, CA                                                 12/31/2005
City of Glendora, CA                                                      07/28/2007
City of Monrovia, CA                                                      03/01/2008
City of San Dimas, CA                                                     10/26/2008
City of Laverne, CA                                                       12/01/2008
City of Diamond Bar, CA                                                   06/06/2007
County of L.A. (Rowland Hts.)                                             10/03/2007
Orange County, CA                                                         06/18/2001
City of Yorba Linda, CA                                                   08/01/2001
City of La Puente, CA                                                     11/27/1999
City of Pico Rivera, CA                                                   12/17/1999
City of Sierra Madre, CA                                                  12/31/1999
LA County (South Whittier)                                                12/31/2000
LA County (Hacienda Heights)                                              12/31/2000
City of Baldwin Park, CA                                                  07/31/2001
City of Arcadia, CA                                                       06/08/2005
Riverside County (Act V)                                          15 years from Closing Date
City of Moreno Valley, CA                                                 05/07/1999
Riverside County (Calimesa)                                               06/24/2000
City of Perris, CA                                                        12/31/2000
City of Moreno Valley (Act V)                                             02/01/2001
City of Colton, CA                                                        04/17/2001
City of Yucaipa, CA                                               3 years from Closing Date
March Air Force Base, CA                                                  03/31/2002
City of Rialto, CA                                                        11/24/2008
City of Beaumont, CA                                                      04/11/2012
City of Redlands, CA                                                      08/04/2012
City of San Bernardino, CA                                                02/25/2007
County of San Bernardino                                                  06/03/2014
City of San Jacinto, CA                                                   07/31/2000
City of Hemet, CA                                                         07/31/2000
City of Temecula, CA                                                      01/09/2004
Riverside County (Winchester)                                             01/09/2004
Riverside County (Rancho/Tem)                                             01/09/2004
City of Murrieta, CA                                                      01/09/2004
Ventura Co. (Ojai)                                                        05/25/2099
City of Ojai, CA                                                          05/25/2099
City of Santa Paula, CA                                                   03/05/2000
City of Fillmore, CA                                                      03/12/2000
City of Moorpark, CA                                                      11/20/2000
Ventura Co. (Fillmore)                                                    03/24/2001
City of Westlake Village, CA                                              01/07/2002
City of Camarillo (East & West)                                           12/31/2003
Ventura Co. (Televants)                                                   03/13/2004
City of Agoura Hills, CA                                                  04/22/2004
Ventura Co. (Santa Paula)                                                 05/29/2004
City of Thousand Oaks, CA                                                 09/25/2005
LA County (Calabasas)                                                     10/28/2005
City of Calabasas, CA                                                     10/28/2005
Ventura Co. (Oak Park)                                               open-ended extension
Ventura Co. (Camarillo/Rancho)                                       open-ended extension
Ventura Co. (Thousand Oaks)                                          open-ended extension
City of Los Angeles - Area C                                              08/07/2002

Note:

Borrower is in negotiations with the communities in which franchises have
expired or are about to expire.

</TABLE>


<PAGE>




                        SCHEDULE 4.23 TO CREDIT AGREEMENT

                                                                   Schedule 4.23


                       Certain Matters Relating to Systems

                                      None


<PAGE>




                      SCHEDULE 6.01(b) TO CREDIT AGREEMENT

                                                                Schedule 6.01(b)


                          Certain Existing Indebtedness

Indebtedness related to the leased equipment UCC filings listed on Schedule
6.02.


<PAGE>


                                      - 4 -

                      SCHEDULE 6.01(h) TO CREDIT AGREEMENT

                                                                Schedule 6.01(h)


         Terms of Subordination Applicable to New Affiliate Indebtedness

                  Section  1.  Definitions.  Terms  used  in the  Credit
Agreement are used herein as defined therein. In addition, as used herein:

                  "Senior Debt" means, collectively, the following indebtedness
and obligations:

                  (a) all indebtedness or other obligations of the Borrower
         including in Total Debt under and as defined in the Credit Agreement
         (including, without limitation, all obligations of the Borrower under
         the Credit Agreement and the other Loan Documents), including all
         interest, expenses, indemnities and penalties and all commitment and
         agency fees payable from time to time in respect of any such
         obligations;

                  (b)  all obligations of the Borrower to the Lenders or any of
         their affiliates in respect of Hedging Agreements; and

                  (c)  any deferrals, renewals, extensions or refinancings of
         any of the foregoing.

The term "Senior Debt" shall include any interest and expenses (including, in
the case of the Credit Agreement, any expenses of the type described in Section
2.09 of the Credit Agreement, or in comparable provisions of any other Loan
Document), accruing or arising after the date of any filing by the Borrower of
any petition in bankruptcy or the commencing of any bankruptcy, insolvency or
similar proceedings with respect to the Borrower, whether or not such interest
or expenses are allowable as a claim in any such proceeding.

                  "Subordinated Debt" means all obligations of the Borrower with
respect to any New Affiliate Indebtedness.

                  Section 2.  Subordination.
                              --------------

                  2.01 Subordination of Subordinated Debt. Each holder of
Subordinated Debt, on its own behalf and on behalf of each subsequent holder of
Subordinated Debt, covenants and agrees, that, to the extent and in the manner
set forth in this Schedule 6.01(h), the Subordinated Debt, and the payment
thereof from whatever source, are hereby expressly made subordinate and subject
in right of payment to the prior payment in full in cash of all Senior Debt and
in that connection hereby agrees that, except and to the extent permitted under
Section 2.03 hereof, (a) no payment on account of the Subordinated Debt or any
judgment with respect thereto shall be made by or on behalf of the Borrower and
(b) such holder shall not (i) ask, demand, sue for, take or receive from the
Borrower, by set-off or in any other manner, or (ii) seek any other remedy
allowed at law or in equity against the Borrower for breach of the Borrower's
obligations under the instruments representing such Subordinated Debt.

                  In the event that, notwithstanding the foregoing provisions of
this Section 2.01, any holder of Subordinated Debt shall have received any
payment not permitted by the provisions of Section 2.03 hereof, including,
without limitation, any such payment arising out of the exercise by any holder
of Subordinated Debt of a right of set-off or counterclaim and any such payment
received by reason of other Indebtedness of the Borrower being subordinated to
the Subordinated Debt, then, and in any such event, such payment shall be held
in trust for the benefit of, and shall be immediately paid over or delivered to,
the Administrative Agent, to be paid to the Lenders, ratably according to the
aggregate amounts remaining unpaid on account of the principal of, and interest
and premium (if any) on, the Senior Debt held or represented by each Lender, for
application to such Senior Debt remaining unpaid, whether or not then due and
payable.

                  2.02 Payment of Proceeds Upon Dissolution. Without limiting
the generality of the provisions of Section 2.01 of this Schedule 6.01(h), in
the event of (a) any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding in
connection therewith, relative to the Borrower or to its creditors, as such, or
to its assets, or (b) any liquidation, dissolution or other winding up of the
Borrower, whether voluntary or involuntary and whether or not involving
insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or
any other marshalling of assets and liabilities of the Borrower, then and in any
such event:

                  (a) the Lenders shall be entitled to receive payment in full
         in cash of all amounts due or to become due on or in respect of all
         Senior Debt, or provision shall be made for such payment, before any
         holder of Subordinated Debt shall be entitled to receive any payment on
         account of the Subordinated Debt;

                  (b) any payment or distribution of assets of the Borrower of
         any kind or character, whether in cash, property or securities, by
         set-off or otherwise, to which any holder of Subordinated Debt would be
         entitled but for the provisions of this Schedule 6.01(h), including any
         such payment or distribution that may be payable or deliverable by
         reason of the payment of any other Indebtedness of the Borrower being
         subordinated to the payment of the Subordinated Debt, shall be paid by
         the liquidating trustee or agent or other Person making such payment or
         distribution, whether a trustee in bankruptcy, a receiver or
         liquidating trustee or otherwise, directly to the Administrative Agent,
         to be paid to the Lenders, ratably according to the aggregate amounts
         remaining unpaid on account of the principal of, and interest and
         premium (if any) on, the Senior Debt held or represented by each
         Lender, to the extent necessary to make payment in full in cash of all
         Senior Debt remaining unpaid, after giving effect to any concurrent
         payment or distribution to the Lenders;

                  (c) in the event that, notwithstanding the foregoing
         provisions of this Section 2.02, any holder of Subordinated Debt shall
         have received, before all Senior Debt is paid in full in cash or
         payment thereof provided for, any such payment or distribution of
         assets of the Borrower of any kind or character, whether in cash,
         property or securities, including any such payment or distribution
         arising out of the exercise by such holder of a right of set-off or
         counterclaim and any such payment or distribution received by reason of
         any other Indebtedness of the Borrower being subordinated to the
         Subordinated Debt, then, and in such event, such payment or
         distribution shall be held in trust for the benefit of, and shall be
         immediately paid over or delivered to, the Administrative Agent, to be
         paid to the Lenders, ratably according to the aggregate amounts
         remaining unpaid on account of the principal of, and interest and
         premium (if any) on, the Senior Debt held or represented by each
         Lender, to the extent necessary to make payment in full in cash of all
         Senior Debt remaining unpaid, after giving effect to any concurrent
         payment or distribution to the Lenders; and

                  (d) if any holder of Subordinated Debt shall have failed to
         file claims or proofs of claim with respect to the Subordinated Debt
         earlier than 30 days prior to the deadline for any such filing, such
         holder shall execute and deliver to the Administrative Agent such
         powers of attorney, assignments or other instruments as the
         Administrative Agent may reasonably request to file such claims or
         proofs of claim.

                  2.03 Certain Payments Permitted. Notwithstanding the
foregoing, each holder of Subordinated Debt shall be entitled to receive and
retain any payment on account of Subordinated Debt (i) permitted under Section
6.08 of the Credit Agreement, or (ii) made after all Senior Debt shall have been
paid in full and the Commitments of the Lenders under the Credit Agreement shall
have expired or been terminated.

                  2.04 Subrogation. Subject to the payment in full in cash of
all Senior Debt, each holder of Subordinated Debt shall be subrogated (equally
and ratably with the holders of all Indebtedness of the Borrower that by its
express terms is subordinated to Senior Debt to the same extent as the
Subordinated Debt is subordinated and that is entitled to like rights of
subrogation) to the rights of the Lenders to receive payments and distributions
of cash, property and securities applicable to the Senior Debt until the
Subordinated Debt shall be paid in full in cash. For purposes of such
subrogation, no payments or distributions to the Lenders of any cash, property
or securities to which any holder of Subordinated Debt would be entitled except
for the provisions of this Schedule 6.01(h), and no payments over pursuant to
the provisions of this Schedule 6.01(h), to the Lenders by any such holder,
shall, as between the Borrower, its creditors other than the Lenders, and such
holder, be deemed to be a payment or distribution by the Borrower to or on
account of the Senior Debt.

                  2.05 Provisions Solely to Define Relative Rights. The
provisions of this Schedule 6.01(h) are and are intended solely for the purpose
of defining the relative rights of each holder of Subordinated Debt on the one
hand and the Lenders on the other hand. Except as herein expressly provided,
nothing contained in this Schedule 6.01(h) is intended to or shall:

                  (a) impair, as among the Borrower, its creditors other than
         the Lenders and any holder of Subordinated Debt, the obligation of the
         Borrower to pay to such holder the Subordinated Debt as and when the
         same shall become due and payable in accordance with its terms; or

                  (b) affect the relative rights against the Borrower of any
         holder of Subordinated Debt and creditors of the Borrower other than
         the Lenders.

                  2.06 No Waiver of Subordination Provisions. No right of the
Administrative Agent or any Lender to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Borrower or by any act or failure to act, in good faith,
by the Administrative Agent or any Lender, or by any non-compliance by the
Borrower with the terms, provisions and covenants of this Schedule 6.01(h),
regardless of any knowledge thereof the Administrative Agent or any Lender may
have or be otherwise charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the Lenders may, at any time and from time to time, without the
consent of or notice to any holder of Subordinated Debt, without incurring
responsibility to any such holder and without impairing or releasing the
subordination provided in this Schedule 6.01(h) or the obligations in respect
thereof of each such holder to the holders of Senior Debt, do any one or more of
the following: (a) change the time, manner or place of payment of Senior Debt,
or otherwise modify or supplement in any respect any of the provisions of the
Credit Agreement or any other instrument evidencing or relating to any of the
Senior Debt; (b) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person
liable in any manner for the collection of Senior Debt; and (d) exercise or
refrain from exercising any rights against the Borrower and any other Person.


<PAGE>


<TABLE>
<CAPTION>

                        SCHEDULE 6.02 TO CREDIT AGREEMENT

                                                                                     Schedule 6.02


                             Certain Existing Liens

      Debtor/Defendant           Filing Date        File Number              Secured           Collateral/
                                                                         Party/Plaintiff          Lien

Jurisdiction:  California Secretary of State

<S>                               <C>              <C>               <C>                     <C>
Century Communications Corp.       7/10/95           9519560747       Xerox Corp.             Leased
d/b/a Century Southwest                                                                       copiers
Cable Television


Century Southwest Cable            8/9/95            9522260909       Xerox Corp.             Leased
Television, Inc.                                                                              Xerox
                                                                                              copiers

TCI Cablevision of California      6/14/95           9516661022       GTE Leasing             Leased
                                                                      Corporation             telephone
                                                                                              system

TCI of East San Fernando           7/12/96           9619860626       Security of Los         Leased
Valley, L.P.                                                          Angeles                 security
                                                                                              equipment

TCI of Los Angeles County         10/24/96           9629960244       Oce' - USA, Inc.        Leased Oce'
                                                                                              2465 copier

TCI Media Services                 2/4/97            9703660254       Oce' - USA, Inc.        Leased Oce'
                                                                                              3045 copier

</TABLE>