364-DAY REVOLVING CREDIT AGREEMENT *

                                      among

                       COMCAST CABLE COMMUNICATIONS, INC.

                                       and

                     The Financial Institutions Party Hereto

                         BANC OF AMERICA SECURITIES LLC
                                       and
                          J.P. MORGAN SECURITIES INC.,
                                       as
                  Joint Lead Arrangers and Joint Book Managers

                            BNY CAPITAL MARKETS, INC.
                                       and
                           SALOMON SMITH BARNEY INC.,
                                 as Co-Arrangers

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                          J.P. MORGAN SECURITIES INC.,
                              as Syndication Agent

                                 CITIBANK, N.A.
                                       and
                              THE BANK OF NEW YORK,
                           as Co-Documentation Agents

                            Dated as of July 17, 2001
--------
*Conformed to reflect signatures.


<PAGE>
                                TABLE OF CONTENTS

Section                                                                     Page
-------                                                                     ----

SECTION 1.
     DEFINITIONS AND ACCOUNTING TERMS..........................................1
          1.01     Defined Terms...............................................1
          1.02     Use of Certain Terms.......................................13
          1.03     Accounting Terms...........................................14
          1.04     Rounding...................................................14
          1.05     Exhibits and Schedules.....................................14
          1.06     References to Agreements and Laws..........................14
          1.07     Pro Forma Calculations.....................................14

SECTION 2.
     THE COMMITMENTS AND EXTENSIONS OF CREDIT.................................15
          2.01     Amount and Terms of Commitments............................15
          2.02     Borrowings, Conversions and Continuations of Loans.........16
          2.03     Prepayments................................................17
          2.04     Reduction or Termination of Commitments....................17
          2.05     Principal and Interest.....................................18
          2.06     Fees.......................................................18
          2.07     Computation of Interest and Fees...........................19
          2.08     Making Payments............................................19
          2.09     Funding Sources............................................20
          2.10     Extension of Maturity Date.................................20

SECTION 3.
     TAXES, YIELD PROTECTION AND ILLEGALITY...................................22
          3.01     Taxes......................................................22
          3.02     Illegality.................................................22
          3.03     Inability to Determine Eurodollar Rates....................23
          3.04     Increased Cost and Reduced Return; Capital Adequacy........23
          3.05     Breakfunding Costs.........................................24
          3.06     Matters Applicable to all Requests for Compensation........24
          3.07     Survival...................................................24

SECTION 4.
     CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT.............................25
          4.01     Conditions Precedent to Closing Date.......................25
          4.02     Conditions to all Extensions of Credit.....................26

SECTION 5.
     REPRESENTATIONS AND WARRANTIES...........................................26
          5.01     Existence and Qualification; Power; Compliance with Laws...26
          5.02     Power; Authorization; Enforceable Obligations..............27



                                       (i)

<PAGE>
          5.03     No Legal Bar...............................................27
          5.04     Financial Statements; No Material Adverse Effect...........27
          5.05     Litigation.................................................27
          5.06     No Default.................................................27
          5.07     Authorizations.............................................28
          5.08     Taxes......................................................28
          5.09     Margin Regulations; Investment Company Act; Public Utility
                   Holding Company Act........................................28
          5.10     ERISA Compliance...........................................28
          5.11     Assets; Liens..............................................29
          5.12     Environmental Compliance...................................29
          5.13     Use of Proceeds............................................29
          5.14     Disclosure.................................................29

SECTION 6.
     AFFIRMATIVE COVENANTS....................................................29
          6.01     Financial Statements.......................................29
          6.02     Certificates, Notices and Other Information................30
          6.03     Payment of Taxes...........................................30
          6.04     Preservation of Existence..................................31
          6.05     Maintenance of Properties..................................31
          6.06     Maintenance of Insurance...................................31
          6.07     Compliance With Laws.......................................31
          6.08     Inspection Rights..........................................31
          6.09     Keeping of Records and Books of Account....................31
          6.10     Compliance with ERISA......................................31
          6.11     Compliance With Agreements.................................32
          6.12     Use of Proceeds............................................32
          6.13     Designation of Restricted and Unrestricted Subsidiaries....32

SECTION 7.
     NEGATIVE COVENANTS.......................................................32
          7.01     Liens......................................................32
          7.02     Subsidiary Indebtedness....................................33
          7.03     Fundamental Changes........................................33
          7.04     ERISA......................................................34
          7.05     Limitations on Upstreaming.................................34
          7.06     Margin Regulations.........................................34
          7.07     Financial Covenants........................................34

SECTION 8.
     EVENTS OF DEFAULT AND REMEDIES ..........................................35
          8.01     Events of Default..........................................35
          8.02     Remedies Upon Event of Default.............................36



                                      (ii)

<PAGE>
SECTION 9.
     ADMINISTRATIVE AGENT.....................................................37
          9.01     Appointment and Authorization of Administrative Agent......37
          9.02     Delegation of Duties.......................................37
          9.03     Liability of Administrative Agent..........................37
          9.04     Reliance by Administrative Agent...........................38
          9.05     Notice of Default..........................................38
          9.06     Credit Decision; Disclosure of Information by
                   Administrative Agent.......................................39
          9.07     Indemnification of Administrative Agent....................39
          9.08     Administrative Agent in Individual Capacity................39
          9.09     Resignation by Administrative Agent........................40
          9.10     Other Agents...............................................40

SECTION 10.
     MISCELLANEOUS............................................................40
          10.01    Amendments; Consents.......................................40
          10.02    Requisite Notice; Effectiveness of Signatures and
                   Electronic Mail............................................41
          10.03    Attorney Costs, Expenses and Taxes.........................42
          10.04    Binding Effect; Assignment.................................43
          10.05    Set-off....................................................44
          10.06    Sharing of Payments........................................44
          10.07    No Waiver; Cumulative Remedies.............................45
          10.08    Usury......................................................45
          10.09    Counterparts...............................................46
          10.10    Integration................................................46
          10.11    Nature of Lenders' Obligations.............................46
          10.12    Survival of Representations and Warranties.................46
          10.13    Indemnity by Borrower......................................46
          10.14    Nonliability of Lenders....................................47
          10.15    No Third Parties Benefitted................................47
          10.16    Severability...............................................47
          10.17    Confidentiality............................................48
          10.18    Headings...................................................48
          10.19    Time of the Essence........................................48
          10.20    Foreign Lenders............................................48
          10.21    Removal and Replacement of Lenders.........................49
          10.22    Governing Law..............................................50
          10.23    Waiver of Right to Trial by Jury...........................50
          10.24    Waiver of Notice by Requisite Time.........................50



                                      (iii)

<PAGE>
EXHIBITS

            Form of

     A      Request for Extension of Credit
     B      Compliance Certificate
     C      Note
     D      Assignment and Acceptance
     E      Opinion of Counsel

SCHEDULES

     2.01   Commitments and Pro Rata Shares
     7.01   Existing Liens
     7.02   Existing Subsidiary Indebtedness




                                      (iv)

<PAGE>
                       364-DAY REVOLVING CREDIT AGREEMENT
                       ----------------------------------


     This  364-DAY  REVOLVING  CREDIT  AGREEMENT  is entered into as of July 17,
2001, by and among COMCAST CABLE  COMMUNICATIONS,  INC., a Delaware  corporation
("Borrower"),  each  lender  from  time  to  time  party  hereto  (collectively,
"Lenders"  and  individually,   a  "Lender")  and  BANK  OF  AMERICA,  N.A.,  as
Administrative Agent.

                                     RECITAL
                                     -------

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

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

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

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

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

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

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

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

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

     "Affiliate" means any Person directly or indirectly controlling, controlled
by, or under direct or indirect common control with, another Person.



                                        1

<PAGE>
     "Agreement"  means this 364-Day  Revolving  Credit  Agreement,  as amended,
restated,  extended,  supplemented or otherwise modified in writing from time to
time.

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

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

     "Applicable Amount" means the following  applicable amount per annum, based
upon the applicable Debt Ratings:


                  Applicable Amount (in basis points per annum)

  Pricing      Debt Ratings                                        Utilization
   Level       S&P/Moody's      Facility Fee    Eurodollar Rate         Fee
   -----       -----------      ------------    ---------------         ---
     1   [less than or
         equal to]A/A2               6.5             21.0               7.5
     2            A-/A3              8.0             29.5               7.5
     3          BBB+/Baa1           10.0             35.0               10.0
     4           BBB/Baa2           12.5             47.5               10.0
     5          BBB-/Baa3           15.0             60.0               12.5
     6  [less than]BBB-/Baa3        20.0             80.0               12.5
             or unrated

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

     "Applicable  Payment Date" means,  (a) as to any Eurodollar  Rate Loan, the
last day of the relevant Interest Period,  any date that such Loan is prepaid or
Converted in whole or in part and the Maturity Date; provided,  however, that if
any Interest Period for a Eurodollar Rate Loan exceeds three months, interest


                                        2

<PAGE>
shall also be paid on the  Business Day which falls every three months after the
beginning of such Interest Period; and (b) as to any other Obligations, the last
Business  Day of each  calendar  quarter and the  Maturity  Date,  as  otherwise
provided herein.

     "Applicable Time" means New York time.

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

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

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

     "Audited Financial Statements" means the audited consolidated balance sheet
of Borrower and its  Subsidiaries  for the fiscal year ended  December 31, 2000,
and the related consolidated statements of income and cash flows of Borrower and
its Subsidiaries for such fiscal year.

     "Bank of America" means Bank of America, N.A.

     "Base  Rate"  means for any day a  fluctuating  rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in  effect  for  such day as  publicly  announced  from  time to time by Bank of
America as its "prime  rate."  Such rate is a rate set by Bank of America  based
upon  various  factors  including  Bank of America's  costs and desired  return,
general economic conditions and other factors,  and is used as a reference point
for pricing some loans,  which may be priced at, above,  or below such announced
rate.  Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public  announcement of such
change.

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

     "BLR" means Brian L. Roberts,  the estate of Brian L. Roberts, or any trust
of which Brian L. Roberts is the principal beneficiary.

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



                                        3

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

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

     "Change of Control" means an event or series of events as a result of which
neither Comcast  Corporation nor BLR, either  separately or on a combined basis,
is to be the  "beneficial  owner" (as defined in Rules 13(d)-3 and 13(d)-5 under
the  Securities  Exchange Act of 1934)  directly or indirectly of such equity as
entitles the holder thereof, under ordinary circumstances, to elect the majority
of the board of directors of Borrower.

     "Closing  Date" means the date upon which this  Agreement has been executed
by Borrower,  Lenders and Administrative  Agent and all the conditions precedent
in Section 4.01 have been satisfied or waived.

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

     "Commitment"  means,  for each Lender,  the amount set forth  opposite such
Lender's  name on Schedule  2.01, as such amount may be reduced or adjusted from
time to time in accordance with the terms of this Agreement  (collectively,  the
"combined Commitments").

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

     "Consolidated Total  Indebtedness"  means, as of any date of determination,
the total Indebtedness of Borrower and its Restricted  Subsidiaries,  determined
on a consolidated basis in accordance with GAAP.

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

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

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

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



                                        4

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

     "Default  Rate" means an  interest  rate equal to the Base Rate plus 2% per
annum;  provided,  however,  that with respect to a Eurodollar Rate Loan (for so
long as it is a  Eurodollar  Rate Loan),  the Default  Rate shall be an interest
rate equal to the interest rate  (including  any  Applicable  Amount)  otherwise
applicable  to such Loan plus 2% per annum,  in each case to the fullest  extent
permitted by applicable Laws.

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

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

     "EBITDA" means, with respect to any Person or any income generating assets,
for any  period,  an  amount  equal  to (a) the net  income  of such  Person  or
generated  by such assets  adjusted to exclude (i) gains and losses from unusual
or  extraordinary  items  and (ii)  interest  income,  plus (b)  income or gross
receipts  taxes  (whether  or not  deferred),  Interest  Expense,  depreciation,
amortization and other non-cash charges to income, in each case for such period,
minus (c) any cash  payments  made during such period in respect of any non-cash
charges to income  accrued  during a prior period and added back in  determining
EBITDA  during  such prior  period  pursuant  to clause  (b) above,  plus (d) in
respect  of any  period  ended on or before  December  31,  2000,  to the extent
deducted in  determining  net income  during such period  pursuant to clause (a)
above,  management,  programming and similar fees paid (whether actually paid in
cash or accrued) by such Person during such period to Comcast Corporation or any
of its wholly-owned Subsidiaries other than Borrower or a Restricted Subsidiary;
provided such  management,  programming or similar  agreement  pursuant to which
such fees have been paid or accrued has been assigned to Borrower on or prior to
December 31, 2000.

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

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

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

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


                                        5

<PAGE>
liability  under Title IV of ERISA with respect to the  termination of any Plan;
(e) the  receipt  by  Borrower  or any ERISA  Affiliate  from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or to
appoint a trustee to administer  any Plan; (f) the incurrence by Borrower or any
ERISA  Affiliates  of any  liability  with respect to the  withdrawal or partial
withdrawal  from any  Plan or  Multiemployer  Plan;  or (g) the  receipt  by any
Borrower  or  any  ERISA  Affiliate  of  any  notice,  or  the  receipt  by  any
Multiemployer  Plan  from  Borrower  or  any  ERISA  Affiliate  of  any  notice,
concerning  the  imposition of withdrawal  liability or a  determination  that a
Multiemployer  Plan is, or is expected to be,  insolvent  or in  reorganization,
within the meaning of Title IV of ERISA.

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

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


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

          Where,

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

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

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

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


                                        6

<PAGE>
     such a rate at the request of Administrative Agent, such average rate shall
     be determined from the rates of the Reference Banks that quote such a rate;
     and

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

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

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

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

     "Extension of Credit"  means a Borrowing,  Conversion  or  Continuation  of
Loans.

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

     "Five-Year  Agreement" means the Five-Year Revolving Credit Agreement dated
August 24, 2000, among Borrower, Bank of America, N.A., as Administrative Agent,
Swing Line Lender and Issuing Lender and the lenders party thereto.

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

     "Governmental  Authority" means (a) any  international,  foreign,  federal,
state, county or municipal government, or political subdivision thereof, (b) any
governmental or quasi-governmental agency, authority, board, bureau, commission,
department, instrumentality, central bank or public body, including the Federal



                                        7

<PAGE>
Communications  Commission,  (c) any state public utilities  commission or other
authority and any federal,  state, county, or municipal licensing or franchising
authority or (d) any court or administrative tribunal.

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

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

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

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

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

     "Interest  Expense"  means,  with  respect  to any  Person  or  any  income
generating assets, for any period, an amount equal to, without duplication,  (a)
all  interest  on  Indebtedness  of such Person or  properly  allocable  to such
assets, and commitment and facility fees in respect thereof, accrued (whether or
not actually paid) during such period,  plus (b) the net amount accrued (whether
or not actually paid) by such Person or


                                        8

<PAGE>
properly  allocable  to such assets  pursuant to any  interest  rate  protection
agreement during such period (or minus the net amount receivable (whether or not
actually  received) by such Person or properly  allocable to such assets  during
such period).

     "Interest Period" means, for each Eurodollar Rate Loan, (a) initially,  the
period  commencing  on the  date  such  Eurodollar  Rate  Loan is  disbursed  or
Continued as, or Converted  into,  such Eurodollar Rate Loan and (b) thereafter,
the period  commencing on the last day of the  preceding  Interest  Period,  and
ending, in each case, on the earlier of (x) the scheduled  Maturity Date, or (y)
one, two, three or six months thereafter; provided that:

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

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

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

     "IRS" means the United States Internal Revenue Service.

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

     "Lead  Arranger"  means  each of Banc of  America  Securities  LLC and J.P.
Morgan  Securities Inc., in its capacity as a joint lead arranger and joint book
manager.

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

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

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



                                        9

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

     "Loan"  means any  advance  made by any Lender to  Borrower  as provided in
Section 2 (collectively, the "Loans").

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

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

     "Material  Adverse Effect" means any set of  circumstances or events (other
than  circumstances or events affecting the cable industry in general) which (a)
has or would  reasonably be expected to have a material  adverse effect upon the
validity or  enforceability  against  Borrower of any Loan Document or (b) is or
would reasonably be expected to be material and adverse to the business, assets,
liabilities,  results of operations  or financial  condition of Borrower and its
Restricted Subsidiaries, taken as a whole.

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

     "Maturity  Date"  means (a) July 16,  2002,  as such  date may be  extended
pursuant to and in  accordance  with  Section 2.10 or (b) such earlier date upon
which the combined Commitments may be terminated in accordance with the terms of
this  Agreement;  provided  that,  if the  Loans  are  converted  to a term loan
pursuant to Section  2.10(d),  from and after such  conversion,  "Maturity Date"
shall  mean (i) the  fourth  anniversary  of the date on which  such  conversion
occurs or (ii) such  earlier  date upon which the  combined  Commitments  may be
terminated in accordance with the terms of this Agreement.


                                       10

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


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

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

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

     "Note"  means a  promissory  note  made by  Borrower  in  favor of a Lender
evidencing  Loans made by such  Lender,  substantially  in the form of Exhibit C
(collectively, the "Notes").

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

     "Outstanding  Obligations"  means, as of any date, and giving effect to the
making of any  Extension  of  Credit  requested  on such date and all  payments,
repayments and prepayments  made on such date, (a) when reference is made to all
Lenders, the aggregate  outstanding  principal amount of all Loans, and (b) when
reference is made to one Lender, the aggregate  outstanding  principal amount of
all Loans made by such Lender.

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

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



                                       11

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

     "Prior  364-Day  Agreement"  means that certain  364-Day  Revolving  Credit
Agreement dated as of August 24, 2000, among Borrower, the lenders party thereto
and Bank of America, as administrative agent.

     "Pro Rata  Share"  means,  with  respect  to each  Lender,  the  percentage
(rounded,  if necessary to the ninth decimal place) of the combined  Commitments
set forth  opposite the name of such Lender on Schedule  2.01, as such share may
be adjusted as contemplated herein.

     "Reference  Banks"  means  Bank  of  America,  The  Chase  Manhattan  Bank,
Citibank, N.A. and The Bank of New York.

     "Register" has the meaning set forth in Section 2.01(c).

     "Request for Extension of Credit" means, unless otherwise specified herein,
a written request substantially in the form of Exhibit A.

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

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

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


                                         Applicable
                                           Time
                                        (New York
       Type of Action                      Time)            Date of Action
--------------------------------------------------------------------------------
Delivery of Request for Extension
of Credit for, or notice for:

*    Borrowing or prepayment of Base     11:00 a.m.    Same Business Day as such
     Rate Loans                                        Borrowing or prepayment



                                       12

<PAGE>
*    Conversion into Base Rate Loans     11:00 a.m.    Same Business Day as such
                                                       Conversion

*    Borrowing, prepayment or            11:00 a.m.    3 Business Days prior to
     Continuation of, or Conversion                    such Borrowing,
     into, Eurodollar Rate Loans                       prepayment,Continuation
                                                       or Conversion

*    Request to extend Maturity Date     11:00 a.m.    Not more than 60 or less
                                                       than 30 days prior to
                                                       Maturity Date then in
                                                       effect

*    Election to term out Loans          11:00 a.m.    5 Business Days prior to
                                                       Maturity Date then in
                                                       effect

Voluntary reduction in or termination    11:00 a.m.    3 Business Days prior to
of Commitments                                         such reduction or
                                                       termination

Payments by Lenders or Borrower to       1:00 p.m.     On date payment is due
Administrative Agent

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

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

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

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

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

     "Subsidiary" of a Person means a corporation,  partnership,  joint venture,
limited  liability  company or other business  entity of which a majority of the
shares of securities or other interests having ordinary voting


                                       13

<PAGE>
power  for the  election  of  directors  or other  governing  body  (other  than
securities  or interests  having such power only by reason of the happening of a
contingency) are at the time beneficially owned, directly or indirectly, through
one or more intermediaries, or both, by such Person. Unless otherwise specified,
all references to a "Subsidiary"  or to  "Subsidiaries"  in this Agreement shall
refer to a Subsidiary or Subsidiaries of Borrower.

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

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

     "type" of Loan means (a) a Base Rate Loan or (b) a Eurodollar Rate Loan.

     "Unfunded  Pension   Liability"  means  the  excess  of  a  Plan's  benefit
liabilities  under Section  4001(a)(16) of ERISA, over the current value of that
Plan's assets,  determined in accordance with the  assumptions  used for funding
the Plan pursuant to Section 412 of the Code for the applicable plan year.

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

     1.02 Use of Certain Terms.

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

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

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

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

     1.03 Accounting  Terms. All accounting terms not specifically or completely
defined  in this  Agreement  shall be  construed  in  conformity  with,  and all
financial data required to be submitted by this  Agreement  shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time


                                       14

<PAGE>
to  time  in  the  United  States;  provided,  however,  that  for  purposes  of
determining  compliance  with the  covenants set forth in Section 7.07, if there
are  changes  in GAAP  after  December  31,  2000  that  materially  affect  the
calculation  of  the  covenants  in  Section  7.07  in  such a  manner  as to be
inconsistent  with  the  intent  of this  Agreement,  Administrative  Agent  and
Borrower  shall  negotiate in good faith to determine  such  adjustments  to the
method of calculating  compliance with Section 7.07 or related definitions as to
make  them  consistent  with the  intent  hereof.  Promptly  upon  Borrower  and
Administrative Agent reaching such agreement,  Administrative Agent shall notify
Lenders of such  adjustments,  which shall be conclusive unless Required Lenders
object to such adjustments within 30 days of receipt of notice.  Each Compliance
Certificate  shall be prepared in accordance with this Section 1.03,  except for
the exclusion of Unrestricted Subsidiaries from the calculations therein.

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

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

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

     1.07 Pro Forma  Calculations.  For the purposes of  calculating  Annualized
EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, and
Annualized  Interest Expense of Borrower and its Restricted  Subsidiaries,  on a
consolidated  basis,  for any period (a "Test Period"),  (i) if at any time from
the  period  (a "Pro  Forma  Period")  commencing  on the first day of such Test
Period and ending on the date which is ten days prior to the date of delivery of
the  Compliance  Certificate  in respect of such Test Period (or, in the case of
any pro forma calculation  required to be made pursuant hereto in respect of the
designation of a Restricted  Subsidiary as an Unrestricted  Subsidiary that is a
Material  Disposition  or the  designation  of an  Unrestricted  Subsidiary as a
Restricted  Subsidiary that is a Material  Acquisition,  ending on the date such
Material Disposition or Material Acquisition is consummated, after giving effect
thereto),  Borrower or any  Restricted  Subsidiary  shall have made any Material
Disposition,  the Annualized  EBITDA for such Test Period shall be reduced by an
amount  equal to the  Annualized  EBITDA  (if  positive)  for such  Test  Period
attributable to the assets which are the subject of such Material Disposition or
increased by an amount equal to the  Annualized  EBITDA (if  negative)  for such
Test Period  attributable to such assets,  and Annualized  Interest  Expense for
such Test Period shall be reduced by an amount equal to the Annualized  Interest
Expense for such Test Period attributable to any Indebtedness of Borrower or any
Restricted Subsidiary repaid,  repurchased,  defeased or otherwise discharged in
connection  with such  Material  Disposition  (or, if the  capital  stock of any
Restricted  Subsidiary  is  sold  (pursuant  to  a  merger  or  otherwise),  the
Annualized  Interest  Expense for such Test Period directly  attributable to the
Indebtedness of such Restricted Subsidiary to the


                                       15

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

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

     2.01 Amount and Terms of Commitments.

     (a) Subject to the terms and conditions set forth in this  Agreement,  each
Lender  severally  agrees to make,  Convert and Continue Loans in Dollars until,
but not  including,  the Maturity Date in such amounts as Borrower may from time
to time request; provided, however, that (i) the Outstanding Obligations of each
Lender  shall not exceed  such  Lender's  Commitment  at any time,  and (ii) the
Outstanding Obligations of all Lenders shall not exceed the combined Commitments
at any time.  This is a revolving  credit and,  subject to the foregoing and the
other terms and conditions  hereof  (including  Section  2.10(d)),  Borrower may
borrow, Convert, Continue, prepay and reborrow Loans as set forth herein without
premium or penalty.

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



                                       16

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

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

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

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

     2.02 Borrowings, Conversions and Continuations of Loans.

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

     (b) Following receipt of a Request for Extension of Credit,  Administrative
Agent shall  promptly  notify each  Lender by  Requisite  Notice of its Pro Rata
Share thereof.  In the case of a Borrowing of Loans,  each Lender shall make the
funds for its Loan available to Administrative  Agent at Administrative  Agent's
Office not later than the Requisite  Time therefor on the Business Day specified
in such Request for Extension of Credit.  Upon  satisfaction  of the  applicable
conditions set forth in Section 4.02 (if applicable to such


                                       17

<PAGE>
Extension of Credit) (and, if the initial Extension of Credit hereunder, Section
4.01),  all funds so received  shall be made available to Borrower in like funds
received. Administrative Agent shall promptly notify Borrower and Lenders of the
interest rate applicable to any Eurodollar Rate Loan upon determination of same.
Administrative  Agent shall from time to time notify Borrower and Lenders of any
change  in Bank of  America's  prime  rate  used in  determining  the Base  Rate
promptly following the public announcement of such change.

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

     (d) The  failure  of any  Lender  to make any Loan on any  date  shall  not
relieve any other Lender of any  obligation to make a Loan on such date,  but no
Lender shall be  responsible  for the failure of any other Lender to so make its
Loan.

     2.03 Prepayments.

     (a) Upon  Requisite  Notice to  Administrative  Agent  not  later  than the
Requisite  Time  therefor,  Borrower  may at any  time  and  from  time  to time
voluntarily  prepay  Loans in part in the  Minimum  Amount  therefor  or in full
without  premium or  penalty.  Administrative  Agent will  promptly  notify each
Lender  thereof  and of such  Lender's  Pro Rata Share of such  prepayment.  Any
prepayment  of a  Eurodollar  Rate  Loan  shall be  accompanied  by all  accrued
interest thereon, together with the costs set forth in Section 3.05.

     (b) If for any reason the amount of the Outstanding Obligations exceeds the
combined  Commitments  from time to time in effect,  Borrower shall  immediately
prepay Loans in an aggregate amount equal to such excess.

     2.04  Reduction or  Termination of  Commitments.  Upon Requisite  Notice to
Administrative Agent not later than the Requisite Time therefor, Borrower may at
any time and from time to time,  without  premium or  penalty,  permanently  and
irrevocably reduce the Commitments in a Minimum Amount therefor to an amount not
less than the Outstanding Obligations at such time or terminate the Commitments.
Any such reduction or termination shall be accompanied by payment of all accrued
and unpaid  facility fees with respect to the portion of the  Commitments  being
reduced or terminated. Administrative Agent shall promptly notify Lenders of any
such request for  reduction or  termination  of the  Commitments.  Each Lender's
Commitment  shall be reduced by an amount equal to such  Lender's Pro Rata Share
times the amount of such reduction.

     2.05 Principal and Interest.

     (a) Except as otherwise provided  hereunder,  if not sooner paid,  Borrower
hereby  promises  to pay the  outstanding  principal  amount of each Loan on the
Maturity Date.



                                       18

<PAGE>
     (b) Subject to subsection (c) below, and unless otherwise specified herein,
Borrower hereby promises to pay interest on the unpaid  principal amount of each
Loan  (before and after  default,  before and after  maturity,  before and after
judgment  and  before and after the  commencement  of any  proceeding  under any
Debtor  Relief  Laws)  from the date  borrowed  until paid in full  (whether  by
acceleration or otherwise) on each  Applicable  Payment Date at a rate per annum
equal to the interest rate  determined in accordance with the definition of such
type of Loan, plus, to the extent applicable in each case, the Applicable Amount
for such type of Loan.

     (c)  Beginning on the date that an Event of Default  occurs under  Sections
8.01 or 8.02 and  continuing  until the date  such  Event of  Default  no longer
exists,  Borrower hereby promises to pay interest on the unpaid principal amount
of each Loan (before or after judgment and before and after the  commencement of
any  proceeding  under any Debtor  Relief Laws) at a rate per annum equal to the
Default  Rate.  In addition,  if any amount  payable by Borrower  under any Loan
Document is not paid when due (without regard to any applicable  grace periods),
Borrower  hereby  promises  to pay  interest  (after as well as before  entry of
judgment thereon to the extent permitted by law) on such amount at a fluctuating
interest  rate per annum at all times equal to the  Default  Rate to the fullest
extent  permitted by  applicable  Law.  Accrued and unpaid  interest on past due
amounts (including interest on past due interest) shall be payable upon demand.

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

     2.06 Fees.

     (a)  Facility  Fee.  Borrower  shall  pay to  Administrative  Agent for the
account of each Lender pro rata  according  to its Pro Rata Share a facility fee
equal to the Applicable  Amount times the actual daily amount of its Commitment,
regardless of usage. The facility fee shall accrue at all times from the Closing
Date until the Maturity  Date and shall be payable  quarterly in arrears on each
Applicable  Payment Date. If there is any change in the Applicable Amount during
any quarter,  the actual daily  amount shall be computed and  multiplied  by the
Applicable  Amount  separately  for each period  during such  quarter  that such
Applicable  Amount was in effect.  The  facility  fee shall accrue at all times,
including at any time during which one or more  conditions  in Section 4 are not
met.

     (b) Utilization  Fee.  Borrower shall pay to  Administrative  Agent for the
account of each Lender pro rata  according  to its Pro Rata Share a  utilization
fee equal to the Applicable  Amount times the  outstanding  principal  amount of
Loans, for each day that the sum of (i) the Outstanding  Obligations on such day
plus  (ii)  the  "Outstanding  Obligations,"  as  such  term is  defined  in the
Five-Year  Agreement,  on such day  exceeds  33% of the sum of (x) the  combined
Commitments  on such day plus (y) the  combined  "Commitments,"  as such term is
defined in the Five-Year  Agreement,  on such day. The  utilization fee shall be
payable  quarterly in arrears on each  Applicable  Payment Date. The utilization
fee shall accrue at all applicable times, including at any time during which one
or more conditions in Section 4 are not met.

     (c) Agency Fee. Borrower shall pay to Administrative Agent an agency fee in
such  amounts  and at such  times as set forth in a  separate  letter  agreement
between Borrower and Administrative Agent. The agency fee is for the services to
be performed by Administrative Agent in acting as Administrative Agent


                                       19

<PAGE>
and is fully  earned on the date paid.  The  agency  fee paid to  Administrative
Agent is solely for its own account and is nonrefundable.

     (d) Structuring  Fee. On the Closing Date,  Borrower shall pay to each Lead
Arranger  a  structuring  fee in the  amount  set  forth  in a  separate  letter
agreement  among  Borrower,  each Lead  Arranger,  Bank of America and The Chase
Manhattan Bank.  Such  structuring fee is for the services of each Lead Arranger
in structuring the credit facilities under this Agreement and is fully earned on
the date paid. The  structuring fee paid to each Lead Arranger is solely for its
own account and is nonrefundable.

     (e)  Lenders'  Upfront  Fee. On the  Closing  Date,  Borrower  shall pay to
Administrative  Agent, for the respective accounts of Lenders pro rata according
to their respective Pro Rata Shares,  an upfront fee in an amount set forth in a
separate letter agreement among Borrower,  each Lead Arranger,  Bank of America,
and The Chase  Manhattan  Bank.  Such upfront  fees are for the credit  facility
committed by Lenders under this Agreement and are fully earned on the date paid.
The  upfront  fees paid to  Lenders  are solely  for their own  account  and are
nonrefundable.

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

     2.08 Making Payments.

     (a) Except as otherwise  provided  herein,  all payments by Borrower or any
Lender hereunder shall be made to Administrative Agent at Administrative Agent's
Office not later than the Requisite Time for such type of payment.  All payments
received  after  such  Requisite  Time  shall  be  deemed  received  on the next
succeeding  Business Day for purposes of the  calculation  of interest and fees,
but not for purposes of determining whether a Default has occurred. All payments
of  principal  and  interest  shall be made in  immediately  available  funds in
Dollars.  All payments by Borrower shall be made without  condition or deduction
for any counterclaim, defense, recoupment or setoff.

     (b) Upon  satisfaction  of any  applicable  terms and  conditions set forth
herein,  Administrative  Agent  shall  promptly  make any  amounts  received  in
accordance with Section 2.08(a) available in like funds received as follows: (i)
if payable to Borrower,  by crediting a deposit account  designated from time to
time by  Borrower  to  Administrative  Agent by  Requisite  Notice,  and (ii) if
payable to any Lender, by wire transfer to such Lender at its Lending Office. If
such  conditions  are not so  satisfied,  Administrative  Agent shall return any
funds it is holding to Lenders making such funds available, without interest.

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



                                       20

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

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

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

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

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

     2.10 Extension of Maturity Date.

     (a) Not earlier or later than the Requisite  Time  therefor,  Borrower may,
upon  Requisite  Notice to  Administrative  Agent  (who  shall  promptly  notify
Lenders),  request  an  extension  of the  Maturity  Date  then in  effect  (the
"Extension Request").  Within 20 days of delivery of such notice but not earlier
than 30 days prior to the Maturity Date then in effect, each Lender shall notify
Administrative  Agent by  Requisite  Notice  whether or not it  consents to such
extension.  Any Lender not  responding  within  the above time  period  shall be
deemed to have not  consented  to such  extension.  Administrative  Agent  shall
promptly notify Borrower of Lenders'  responses and the aggregate  amount of the
Commitments of Rejecting Lenders (the "Rejected


                                       21

<PAGE>
Amount"). If the Maturity Date is extended as provided in Section 2.10(b) and if
any Lender  (individually,  a "Rejecting  Lender" and  collectively,  "Rejecting
Lenders") declines, or is deemed to have declined, to consent to such extension,
Borrower  shall cause each Rejecting  Lender to be removed and/or  replaced as a
Lender no later than the Maturity Date then in effect pursuant to Section 10.21.

     (b) The  Maturity  Date then in effect  shall be  extended  only if Lenders
("Accepting  Lenders")  holding more than 50% of the combined  Commitments  (the
amount of which shall be  calculated  prior to giving  effect to any removals or
replacements of Rejecting Lenders) have consented thereto.  If so extended,  the
Maturity  Date  then in  effect  shall be  extended  to a date 364 days from the
Maturity  Date then in effect,  effective as of the Maturity Date then in effect
(the "Extension Effective Date"). Administrative Agent shall promptly confirm in
writing to Lenders and Borrower such extension and the Extension Effective Date.
As  a  condition  precedent  to  such  extension,   Borrower  shall  deliver  to
Administrative  Agent a certificate dated as of the Extension Effective Date (in
sufficient copies for each Accepting Lender) signed by a Responsible  Officer of
Borrower  (i)  certifying  and  attaching  the  resolutions  adopted by Borrower
approving or consenting to such extension and (ii) certifying  that,  before and
after giving effect to such  extension,  no Default or Event of Default  exists.
Administrative  Agent shall  distribute an amended Schedule 2.01 (which shall be
deemed  incorporated  into this Agreement) to reflect any changes in Lenders and
their Commitments.

     (c) If the  Maturity  Date then in effect is  extended  pursuant to Section
2.10(b),  Borrower  shall  have the  right,  in  consultation  with and  through
Administrative  Agent, either prior to or within 60 days following the Extension
Effective  Date,  to request one or more  Accepting  Lenders to  increase  their
Commitments  by an  aggregate  amount not to exceed the  Rejected  Amount.  Each
Accepting  Lender  shall have the  right,  but not the  obligation,  to offer to
increase  its  Commitment  by an amount up to the amount  requested by Borrower,
which offer shall be made by notice from such Accepting Lender to Administrative
Agent not later than ten days after such  Accepting  Lender is  notified of such
request by Administrative  Agent,  specifying the amount of the offered increase
in such Accepting  Lender's  Commitment.  If the aggregate amount of the offered
increases  in the  Commitments  of all  Accepting  Lenders  does not  equal  the
Rejected Amount,  then Borrower shall have the right, prior to or within 60 days
following  the  Extension  Effective  Date,  to add one or more  banks  or other
financial  institutions,  each of which must be eligible to be an assignee under
Section  10.04,  as Lenders  ("Purchasing  Lenders") to replace  such  Rejecting
Lenders, which Purchasing Lenders shall have an aggregate Commitment not greater
than the  Rejected  Amount less any  increases in the  Commitments  of Accepting
Lenders.

     (d) In the event the Maturity Date then in effect is not extended  pursuant
to Section 2.10(b),  Borrower may, upon Requisite Notice to Administrative Agent
(who shall promptly  notify  Lenders) not later than the Requisite Time therefor
elect to convert the outstanding  principal  amount of the Loans on the Maturity
Date then in effect to term  loans,  which  term  loans  shall be payable on the
fourth  anniversary of the date on which such conversion  occurs;  provided that
such  conversion  shall not occur if an Event of  Default  has  occurred  and is
continuing on the Maturity Date then in effect.  From and after such conversion,
(i) such term loans shall  continue to be Loans for purposes of this  Agreement,
except that such term loans shall not be a revolving credit and, if prepaid, may
not be  reborrowed,  and (ii) the Commitment of each Lender shall continue to be
outstanding,  except that immediately  after such conversion,  the Commitment of
each Lender shall  automatically  be reduced to an amount equal to the principal
amount of such term loans owing to such Lender.



                                       22

<PAGE>
     (e) This Section 2.10 shall  supercede  any  provisions in Section 10.01 to
the contrary.

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

     3.01 Taxes.

     (a)  Any  and  all   payments   by  Borrower  to  or  for  the  account  of
Administrative  Agent or any Lender under any Loan  Document  shall be made free
and clear of and  without  deduction  for any and all  present or future  taxes,
duties, levies, imposts, deductions,  assessments, fees, withholdings or similar
charges,  and all liabilities  with respect thereto,  excluding,  in the case of
Administrative  Agent and each Lender,  taxes  imposed on or measured by its net
income, and franchise taxes imposed on it, by the jurisdiction (or any political
subdivision  thereof)  under  the  Laws of  which  Administrative  Agent or such
Lender, as the case may be, is organized or maintains a Lending Office (all such
non-excluded taxes, duties,  levies,  imposts,  deductions,  assessments,  fees,
withholdings or similar charges,  and liabilities being hereinafter  referred to
as "Taxes").  If Borrower shall be required by any Laws to deduct any Taxes from
or in respect of any sum payable under any Loan Document to Administrative Agent
or any Lender, (i) the sum payable shall be increased as necessary so that after
making all required deductions  (including  deductions  applicable to additional
sums payable  under this  Section  3.01),  Administrative  Agent and such Lender
receive an amount equal to the sum it would have received had no such deductions
been made,  (ii) Borrower shall make such  deductions,  (iii) Borrower shall pay
the full amount deducted to the relevant  taxation  authority or other authority
in accordance  with  applicable  Laws, and (iv) within 30 days after the date of
such payment,  Borrower shall furnish to Administrative Agent (who shall forward
the  same to  such  Lender)  the  original  or a  certified  copy  of a  receipt
evidencing payment thereof.

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

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

     (d) Borrower agrees to indemnify  Administrative  Agent and each Lender for
the full  amount of Taxes and Other  Taxes  (including  any Taxes or Other Taxes
imposed or asserted by any  jurisdiction  on amounts payable under this Section)
paid by  Administrative  Agent and such Lender,  amounts  payable  under Section
3.01(c) and any liability (including  penalties,  interest and expenses) arising
therefrom or with respect thereto.



                                       23

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

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

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

     3.04 Increased Cost and Reduced Return; Capital Adequacy.

     (a) If any Lender  determines  that any Laws or changes  therein  effective
after the date hereof:

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

          (ii)  Impose  or modify  any  reserve,  special  deposit,  or  similar
     requirement   (other   than  the  reserve   requirement   utilized  in  the
     determination  of the Eurodollar Rate) relating to any extensions of credit
     or  other  assets  of,  or  any  deposits  with  or  other  liabilities  or
     commitments of, such Lender (including its Commitment); or



                                       24

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

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

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

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

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

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

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

     3.06 Matters Applicable to all Requests for Compensation.

     (a)  A  certificate  of   Administrative   Agent  or  any  Lender  claiming
compensation  under this Section 3 and setting  forth the  additional  amount or
amounts to be paid to it hereunder shall be conclusive in the absence of clearly
demonstrable  error;   provided  that  such  certificate  (i)  sets  forth  with
reasonable  specificity  the  calculation of the amount to be paid,  (ii) states
that   Administrative   Agent  or  such  Lender,  as  applicable,   is  treating
substantially  all similarly  situated  borrowers in a manner that is consistent
with the treatment  afforded  Borrower  hereunder,  (iii) is delivered within 90
days of the later of the date of the event giving rise to such  compensation and
the date  Administrative  Agent or such  Lender  knew or,  with the  exercise of
reasonable care,  should have known of the  requirements for such  compensation,
and (iv) confirms (in the case of a claim for compensation under Section 3.01 or
Section  3.04)  that  either a change in the  Administrative  Agent's  Office or
Lending Office, as the case may be, of Administrative Agent or such


                                       25

<PAGE>
Lender,  as the  case  may  be,  would  not  have  eliminated  the  request  for
compensation  or that such change would have been otherwise  disadvantageous  to
Administrative  Agent or such  Lender,  as the case may be. In  determining  the
amount of such  compensation,  Administrative  Agent or any  Lender  may use any
reasonable averaging and attribution methods.

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

     3.07  Survival.  All of Borrower's  obligations  under this Section 3 shall
survive termination of the Commitments and payment in full of all Obligations.

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

     4.01  Conditions  Precedent to Closing Date.  This  Agreement  shall become
effective  and the  Closing  Date  shall  occur  when  Administrative  Agent has
received all of the agreements, documents, instruments and other items described
in this  Section  4.01 and the  other  conditions  precedent  set  forth in this
Section 4.01 have been satisfied (and on the Closing Date,  Administrative Agent
shall  deliver  written  notice to  Borrower  and Lenders  that such  conditions
precedent  have been  satisfied  and that the Closing Date has  occurred,  which
written notice shall be conclusive of such occurrence):

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

          (i) Executed counterparts of this Agreement,  sufficient in number for
     distribution to Administrative Agent, Lenders and Borrower;

          (ii) Notes  executed by  Borrower  in favor of each Lender  requesting
     same, substantially in the form attached as Exhibit C;

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

          (iv) Such evidence as Administrative  Agent may request to verify that
     Borrower is duly organized or formed,  validly  existing,  in good standing
     and  qualified  to engage in business in each  jurisdiction  in which it is
     required to be qualified to engage in business,  including certified copies
     of Borrower's  certificate of incorporation  and bylaws and certificates of
     good standing and/or qualification to engage in business;



                                       26

<PAGE>
          (v)  A  certificate  signed  by  a  Responsible  Officer  of  Borrower
     certifying  (A) that the conditions  specified in Sections  4.01(c) and (d)
     have been satisfied, (B) that there has been no event or circumstance since
     the date of the Audited  Financial  Statements which has a Material Adverse
     Effect,  and (C) the  current  Debt  Ratings,  together  with a  Compliance
     Certificate as of March 31, 2001 that gives effect to results of operations
     for the period ended on such date;

          (vi)  Opinions  of counsel to  Borrower  substantially  in the form of
     Exhibit E; and

          (vii) Such other  assurances,  certificates,  documents,  consents  or
     opinions  as  Administrative  Agent  or  Required  Lenders  reasonably  may
     require.

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

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

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

     (e) All consents or approvals of,  filings with,  and other actions by, any
Governmental  Authority  that are necessary or  appropriate  for the  execution,
delivery  and  performance  by  Borrower of the Loan  Documents  shall have been
obtained, made or taken.

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

     (g) All  commitments  under the Prior  364-Day  Agreement  shall  have been
terminated  and all amounts  owing  thereunder  through the date of  termination
shall have been paid in full.

     4.02 Conditions to all Extensions of Credit.  In addition to any applicable
conditions  precedent set forth elsewhere in this Section 4 or in Section 2, the
obligation  of each Lender to honor any Request for  Extension of Credit  (other
than a  Conversion  or  Continuation)  is  subject to the  following  conditions
precedent:

     (a) The  representations  and warranties of Borrower  contained in Sections
5.01, 5.02 and 5.03 of this Agreement shall be correct in all material  respects
on and as of the date of such Extension of Credit.

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

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

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



                                       27

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

                                   SECTION 5.
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

     Borrower represents and warrants to Administrative Agent and Lenders that:

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

     5.02 Power; Authorization;  Enforceable Obligations. Borrower has the power
and  authority  and the  legal  right to make,  deliver  and  perform  each Loan
Document  to which it is a party  and to  borrow  hereunder  and has  taken  all
necessary  action  to  authorize  the  Extensions  of  Credit  on the  terms and
conditions  of this  Agreement  and to  authorize  the  execution,  delivery and
performance  of this  Agreement  and the other Loan  Documents  to which it is a
party.  Except for such  consents,  authorizations,  filings or other acts which
have been duly made or obtained and are in full force and effect,  no consent or
authorization of, filing with, or other act by or in respect of any Governmental
Authority is required in connection  with the Extensions of Credit  hereunder or
with the execution,  delivery,  performance,  validity or enforceability of this
Agreement or any of the other Loan Documents.  The Loan Documents have been duly
executed and  delivered by Borrower,  and  constitute  legal,  valid and binding
obligations of Borrower,  enforceable  against Borrower in accordance with their
respective terms, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium or other Laws affecting  creditors'  rights  generally and subject to
general  principles of equity,  regardless of whether considered in a proceeding
in equity or at law.

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

     5.04 Financial Statements; No Material Adverse Effect.

     (a) The Audited  Financial  Statements (i) were prepared in accordance with
GAAP  consistently  applied  throughout  the period covered  thereby,  except as
otherwise expressly noted therein, and (ii) fairly


                                       28

<PAGE>
present the financial condition of Borrower and its consolidated Subsidiaries as
of the date  thereof  and their  results of  operations  for the period  covered
thereby in  accordance  with GAAP  consistently  applied  throughout  the period
covered thereby, except as otherwise expressly noted therein.

     (b) Since the date of the Audited  Financial  Statements and to the Closing
Date,  there  has been no event or  circumstance  which has a  Material  Adverse
Effect.

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

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

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

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

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

     (a)  Borrower is not engaged or will engage,  principally  or as one of its
important  activities,  in the business of  extending  credit for the purpose of
"purchasing" or "carrying" "margin stock" within the respective meanings of each
of the quoted terms under  Regulation U of the Board of Governors of the Federal
Reserve System as now and from time to time hereafter in effect.  No part of the
proceeds of any Extensions of Credit  hereunder will be used for "purchasing" or
"carrying"  "margin  stock" as so defined in a manner which  violates,  or which
would be  inconsistent  with,  the  provisions of Regulations T, U, or X of such
Board of Governors.

     (b)  Neither  Borrower  nor  any of its  Restricted  Subsidiaries  (i) is a
"holding  company,"  or a  "subsidiary  company" of a "holding  company,"  or an
"affiliate"  of a "holding  company" or of a "subsidiary  company" of a "holding
company," within the meaning of the Public Utility Holding


                                       29

<PAGE>
Company  Act  of  1935,  or  (ii)  is or is  required  to  be  registered  as an
"investment company" under the Investment Company Act of 1940.

     5.10 ERISA Compliance.

     (a) Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code and other federal or state Laws. Each Plan that is
intended to qualify  under  Section  401(a) of the Code has received a favorable
determination  letter  from  the IRS or an  application  for  such a  letter  is
currently  being  processed  by the IRS (or will be filed  before the end of any
applicable  remedial  amendment  period under  Section  401(b) of the Code) with
respect  thereto and, to the best  knowledge  of Borrower,  nothing has occurred
which would prevent, or cause the loss of, such qualification. Borrower and each
ERISA  Affiliate  have made all required  contributions  to each Plan subject to
Section 412 of the Code, and no application for a funding waiver or an extension
of any  amortization  period  pursuant  to Section 412 of the Code has been made
with respect to any Plan.

     (b) There are no pending or, to the best knowledge of Borrower,  threatened
claims,  actions or  lawsuits,  or action by any  Governmental  Authority,  with
respect  to any Plan  that has a  Material  Adverse  Effect.  There  has been no
non-exempt  prohibited  transaction (within the meaning of Section 401 of ERISA)
or violation of the fiduciary  responsibility rules of ERISA with respect to any
Plan that has a Material Adverse Effect.

     (c) (i) No ERISA  Event has  occurred  or is  reasonably  expected to occur
which has a  Material  Adverse  Effect;  (ii) no Plan has any  Unfunded  Pension
Liability;  (iii) neither  Borrower nor any ERISA  Affiliate  has  incurred,  or
reasonably  expects to incur, any liability under Title IV of ERISA with respect
to any Plan (other than  premiums due and not  delinquent  under Section 4007 of
ERISA);  (iv)  neither  Borrower  nor  any  ERISA  Affiliate  has  incurred,  or
reasonably  expects to incur,  any liability  (and no event has occurred  which,
with the giving of notice  under  Section  4219 of ERISA,  would  result in such
liability)  under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan;  and (v)  neither  Borrower  nor any  ERISA  Affiliate  has  engaged  in a
transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

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

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

     5.13 Use of  Proceeds.  Borrower  will use the  proceeds of  Extensions  of
Credit  to  refinance  existing  Indebtedness  of  Borrower  and its  Restricted
Subsidiaries  or  Affiliates  and for  working  capital,  capital  expenditures,
commercial paper backup and other lawful corporate purposes.



                                       30

<PAGE>
     5.14 Disclosure.  No statement,  information,  report,  representation,  or
warranty  made by Borrower in any Loan  Document or furnished to  Administrative
Agent or any Lender in  connection  with any Loan  Document  contains any untrue
statement of a material fact.

                                   SECTION 6.
                              AFFIRMATIVE COVENANTS
                              ---------------------

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

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

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

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

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

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

     (b) Promptly after the same are available,  copies of all annual,  regular,
periodic and special reports and registration statements which Borrower may file
or be required to file with the Securities and


                                       31

<PAGE>
Exchange Commission under Sections 13 or 15(d) of the Securities Exchange Act of
1934,  and not  otherwise  required  to be  delivered  to  Administrative  Agent
pursuant hereto;

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

     (d)  Promptly  after  Borrower  obtaining  knowledge  of  the  commencement
thereof,  notice  of  any  litigation,  investigation  or  proceeding  affecting
Borrower or any of its Restricted Subsidiaries where the amount involved exceeds
the Threshold Amount, or in which injunctive relief or similar relief is sought,
which relief, if granted, has a Material Adverse Effect;

     (e) Promptly after Borrower obtaining  knowledge of the occurrence thereof,
notice of any ERISA Event;

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

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

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

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

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

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



                                       32

<PAGE>
     6.07 Compliance With Laws.

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

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

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

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

     6.10 Compliance with ERISA.  Cause,  and cause each of its ERISA Affiliates
to (a)  maintain  each Plan in  compliance  in all  material  respects  with the
applicable  provisions  of ERISA,  the Code and other  federal or state law; (b)
cause each Plan which is qualified  under Section 401(a) of the Code to maintain
such qualification;  and (c) make all required contributions to any Plan subject
to Section 412 of the Code;  provided  that this Section 6.10 shall not prohibit
Borrower  and its  ERISA  Affiliates  from  terminating  any Plan to the  extent
permitted by ERISA,  the Code, and other  applicable law or if such  termination
does not have a Material Adverse Effect.

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

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

     6.13 Designation of Restricted and Unrestricted Subsidiaries. So long as no
Default or Event of Default exists or arises as a result  thereof,  Borrower may
from  time  to  time  designate  a  Restricted  Subsidiary  as  an  Unrestricted
Subsidiary or designate an Unrestricted  Subsidiary as a Restricted  Subsidiary;
provided  that  Borrower   shall  (a)  provide   Administrative   Agent  written
notification of such designation prior to or concurrently therewith,  and (b) if
such designation is a Material Acquisition (in the case of the designation of an
Unrestricted  Subsidiary as a Restricted  Subsidiary) or a Material  Disposition
(in the case of the  designation of a Restricted  Subsidiary as an  Unrestricted
Subsidiary),  within 10  Business  Days  after  such  notification,  deliver  to
Administrative   Agent  a  certificate,   in  form   reasonably   acceptable  to
Administrative  Agent,  demonstrating  pro-forma  compliance (in accordance with
Section 1.07) with Section 7.07 immediately  prior to and after giving effect to
such designation.


                                       33

<PAGE>
                                   SECTION 7.
                               NEGATIVE COVENANTS
                               ------------------

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

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

     (a) Liens pursuant to any Loan Document;

     (b) Liens existing on the date hereof securing  Indebtedness which does not
exceed  $50,000,000  in the  aggregate  (which,  in the  case of any  such  Lien
securing  Indebtedness  in the amount of $100,000 or more, is listed on Schedule
7.01), and any renewals or extensions thereof,  provided that such Liens are not
extended to cover any other property, assets or revenues;

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

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

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

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

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

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

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


                                       34

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

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

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

     (m)  Liens  not  otherwise   permitted  hereby  which  do  not  secure  any
Indebtedness.

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

     (a)  Indebtedness  existing  on  the  date  hereof,  which,  for  all  such
Indebtedness  other than any  Indebtedness  which is less than  $1,000,000 on an
individual  basis, is set forth on Schedule 7.02, and  extensions,  renewals and
replacements of such Indebtedness that do not increase the outstanding principal
amount thereof;

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

     (c) Other  Indebtedness  in an  aggregate  principal  amount not  exceeding
$750,000,000 at any time.

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

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


                                       35

<PAGE>
          either  Baa3 or higher (if  assigned by Moody's) or BBB- or higher (if
          assigned by S&P) or (II) be acceptable to Required Lenders; and

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

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

     7.04  ERISA.  Borrower  shall  not,  nor  shall it  permit  any  Restricted
Subsidiary to, directly or indirectly, at any time engage in a transaction which
could be subject to Sections 4069 or 4212(c) of ERISA, or permit any Plan to (a)
engage in any non-exempt "prohibited transaction" (as defined in Section 4975 of
the Code);  (b) fail to comply with ERISA or any other  applicable  Laws; or (c)
incur any material  "accumulated  funding deficiency" (as defined in Section 302
of ERISA);  which,  with respect to each event  described in clauses (a), (b) or
(c) above, has a Material Adverse Effect.

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

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

     7.07 Financial Covenants.

     (a)  Interest  Coverage  Ratio.  Borrower  shall not  permit  the  Interest
Coverage  Ratio as of the end of any fiscal  quarter of Borrower to be less than
2.5 to 1.0; and

     (b)  Leverage  Ratio.  Borrower  shall not  permit  the  Leverage  Ratio of
Borrower to be greater than 5.50 to 1.0 at any time.

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

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



                                       36

<PAGE>
     (a)  Borrower  fails to pay any  principal  on any  Outstanding  Obligation
(other than fees) on the date when due; or

     (b) Borrower fails to pay any interest on any  Outstanding  Obligation,  or
any facility or utilization  fees, within three days after the date when due; or
fails to pay any other  fees or amount  payable to  Administrative  Agent or any
Lender under any Loan  Document  within five days after the date when due or, if
applicable, after demand is made for the payment thereof; or

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

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

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

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

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

     (h) (i) A final  non-appealable  judgment  against  Borrower  or any of its
Significant  Subsidiaries  is entered  for the  payment  of money  (which is not
covered by insurance) in excess of the Threshold Amount,


                                       37

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

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

     (j) There occurs any Change of Control.

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

     (a) Upon the  occurrence,  and  during  the  continuance,  of any  Event of
Default  other  than  an  Event  of  Default   described  in  Section   8.01(i),
Administrative Agent may (and, subject to the terms of Section 9, shall upon the
request of Required Lenders) terminate the Commitments and/or declare all or any
part of the unpaid  principal  of all Loans,  all  interest  accrued  and unpaid
thereon and all other amounts payable under the Loan Documents to be immediately
due and  payable,  whereupon  the same shall become and be  immediately  due and
payable,  without protest,  presentment,  notice of dishonor,  demand or further
notice of any kind, all of which are expressly waived by Borrower.

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

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

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

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


                                       38

<PAGE>
     (d) The  order and  manner in which  Administrative  Agent's  and  Lenders'
rights and remedies are to be exercised  shall be determined  by  Administrative
Agent or Required Lenders in their sole and absolute  discretion.  Regardless of
how a Lender may treat payments for the purpose of its own  accounting,  for the
purpose of computing the  Obligations  hereunder,  payments  received during the
existence of an Event of Default shall be applied  first,  to costs and expenses
(including Attorney Costs) incurred by Administrative  Agent and each Lender (to
the extent that each Lender has a right to reimbursement thereof pursuant to the
Loan  Documents),  second,  to the payment of accrued and unpaid interest on the
Obligations to and including the date of such application, third, to the payment
of the unpaid  principal of the Obligations,  and fourth,  to the payment of all
other amounts  (including fees) then owing to  Administrative  Agent and Lenders
under the Loan Documents,  in each case paid pro rata to each Lender in the same
proportions  that the aggregate  Obligations  owed to each Lender under the Loan
Documents bear to the aggregate Obligations owed under the Loan Documents to all
Lenders,  without  priority or  preference  among  Lenders.  No  application  of
payments will cure any Event of Default, or prevent  acceleration,  or continued
acceleration,  of amounts  payable  under the Loan  Documents,  or  prevent  the
exercise,  or continued exercise,  of rights or remedies of Administrative Agent
and Lenders hereunder or thereunder, at Law or in equity.

                                   SECTION 9.
                              ADMINISTRATIVE AGENT
                              --------------------

     9.01 Appointment and  Authorization of  Administrative  Agent.  Each Lender
hereby irrevocably (subject to Section 9.09) appoints, designates and authorizes
Administrative  Agent to take such action on its behalf under the  provisions of
this  Agreement  and each other Loan  Document  and to exercise  such powers and
perform  such  duties  as are  expressly  delegated  to it by the  terms of this
Agreement  or  any  other  Loan  Document,  together  with  such  powers  as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
contained   elsewhere  in  this   Agreement  or  in  any  other  Loan  Document,
Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall  Administrative Agent have or be deemed to
have any fiduciary  relationship with any Lender or participant,  and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this  Agreement  or any other  Loan  Document  or  otherwise  exist
against  Administrative  Agent. Without limiting the generality of the foregoing
sentence,  the use of the term  "agent"  in this  Agreement  with  reference  to
Administrative  Agent is not intended to connote any  fiduciary or other implied
(or express)  obligations  arising under agency  doctrine of any applicable law.
Instead,  such term is used merely as a matter of market custom, and is intended
to create or reflect only an  administrative  relationship  between  independent
contracting parties.

     9.02  Delegation  of Duties.  Administrative  Agent may  execute any of its
duties  under this  Agreement or any other Loan  Document by or through  agents,
employees  or  attorneys-in-fact  and shall be  entitled  to  advice of  counsel
concerning all matters pertaining to such duties. Administrative Agent shall not
be responsible for the negligence or misconduct of any agent or attorney-in-fact
that it selects in the absence of gross negligence or willful misconduct.

     9.03 Liability of  Administrative  Agent. No  Administrative  Agent-Related
Person shall (i) be liable for any action taken or omitted to be taken by any of
them under or in  connection  with this  Agreement or any other Loan Document or
the transactions contemplated hereby (except for its own gross negligence


                                       39

<PAGE>
or willful misconduct in connection with its duties expressly set forth herein),
or (ii) be  responsible  in any  manner  to any  Lender or  participant  for any
recital,  statement,  representation or warranty made by Borrower or any officer
thereof  contained in this  Agreement or in any other Loan  Document,  or in any
certificate, report, statement or other document referred to or provided for in,
or received by Administrative  Agent under or in connection with, this Agreement
or any  other  Loan  Document,  or  the  validity,  effectiveness,  genuineness,
enforceability  or sufficiency of this Agreement or any other Loan Document,  or
for any failure of  Borrower or any other party to any Loan  Document to perform
its obligations hereunder or thereunder. No Administrative  Agent-Related Person
shall be under any  obligation to any Lender or  participant  to ascertain or to
inquire as to the observance or  performance of any of the agreements  contained
in, or conditions of, this  Agreement or any other Loan Document,  or to inspect
the  properties,  books or records of Borrower or any  Subsidiary  or  Affiliate
thereof.

     9.04 Reliance by Administrative Agent.

     (a)  Administrative  Agent shall be  entitled  to rely,  and shall be fully
protected in relying, upon any writing,  communication,  signature,  resolution,
representation,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
facsimile,   telex  or  telephone  message,   statement  or  other  document  or
conversation  believed by it to be genuine and correct and to have been  signed,
sent or made by the proper Person or Persons,  and upon advice and statements of
legal counsel (including counsel to Borrower), independent accountants and other
experts selected by Administrative  Agent.  Administrative  Agent shall be fully
justified  in failing or  refusing  to take any action  under any Loan  Document
unless it shall first receive such advice or concurrence of Required  Lenders or
all Lenders as it deems  appropriate  and, if it so requests,  it shall first be
indemnified  to its  satisfaction  by Lenders  against any and all liability and
expense  which may be incurred by it by reason of taking or  continuing  to take
any such action.  Administrative  Agent shall in all cases be fully protected in
acting,  or in refraining  from acting,  under this  Agreement or any other Loan
Document  in  accordance  with a request or consent of  Required  Lenders or all
Lenders, if required hereunder, and such request and any action taken or failure
to act  pursuant  thereto  shall be binding  upon all Lenders and  participants.
Where this Agreement  expressly  permits or prohibits an action unless  Required
Lenders  or  all  Lenders  otherwise  determine,  and in  all  other  instances,
Administrative   Agent  may,  but  shall  not  be  required  to,   initiate  any
solicitation for the consent or a vote of Lenders.

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

     9.05  Notice of Default.  Administrative  Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default, except
with respect to defaults in the payment of principal, interest and fees required
to  be  paid  to  Administrative  Agent  for  the  account  of  Lenders,  unless
Administrative  Agent  shall  have  received  written  notice  from a Lender  or
Borrower  referring  to this  Agreement,  describing  such  Default  or Event of
Default and stating  that such notice is a "notice of  default."  Administrative
Agent will  notify  Lenders of its  receipt of any such  notice.  Administrative
Agent shall take such action with respect to such Default or Event of Default as
may be directed by Required  Lenders in  accordance  with  Section 8;  provided,
however, that unless and until Administrative Agent has received any

                                       40

<PAGE>
such  direction,  Administrative  Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable or in the best interest of Lenders.

     9.06 Credit Decision;  Disclosure of Information by  Administrative  Agent.
Each Lender and participant  acknowledges that no  Administrative  Agent-Related
Person  has  made  any  representation  or  warranty  to it,  and that no act by
Administrative Agent hereinafter taken,  including any consent to and acceptance
of  any  assignment  or  review  of  the  affairs  of  Borrower  or  any  of its
Subsidiaries or Affiliates,  shall be deemed to constitute any representation or
warranty by any Administrative Agent-Related Person to any Lender or participant
as to any matter,  including whether  Administrative  Agent-Related Persons have
disclosed material information in their possession.  Each Lender,  including any
Lender by assignment,  and each participant  represents to Administrative  Agent
that  it  has,  independently  and  without  reliance  upon  any  Administrative
Agent-Related  Person  and based on such  documents  and  information  as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,  prospects,  operations,  property,  financial and other condition and
creditworthiness  of  Borrower  and its  Subsidiaries  and  Affiliates,  and all
applicable  bank  regulatory  laws  relating  to the  transactions  contemplated
hereby,  and made its own  decision to enter into this  Agreement  and to extend
credit to Borrower  hereunder.  Each Lender and participant also represents that
it  will,   independently   and  without   reliance   upon  any   Administrative
Agent-Related  Person and based on such  documents and  information  as it shall
deem  appropriate  at the  time,  continue  to  make  its own  credit  analysis,
appraisals and decisions in taking or not taking action under this Agreement and
the other Loan Documents,  and to make such investigations as it deems necessary
to inform itself as to the business, prospects,  operations, property, financial
and other condition and  creditworthiness  of Borrower and its  Subsidiaries and
Affiliates.  Except for notices,  reports and other documents expressly required
to be furnished to Lenders by  Administrative  Agent herein (which shall include
the  notices,   reports  and  other   documents   described  in  Section  6.02),
Administrative  Agent shall not have any duty or  responsibility  to provide any
Lender or  participant  with any  credit  or other  information  concerning  the
business,  prospects,  operations,  property,  financial and other  condition or
creditworthiness  of Borrower or any of its Subsidiaries or Affiliates which may
come into the possession of any Administrative Agent-Related Person.

     9.07   Indemnification  of  Administrative   Agent.   Whether  or  not  the
transactions  contemplated hereby are consummated,  Lenders shall indemnify upon
demand each Administrative Agent-Related Person (to the extent not reimbursed by
or on behalf of Borrower and without  limiting the  obligation of Borrower to do
so), pro rata, and hold harmless each Administrative  Agent-Related  Person from
and  against  any and all  Indemnified  Liabilities  incurred  by it;  provided,
however,  that no Lender  shall be liable for the payment to any  Administrative
Agent-Related  Person of any portion of such Indemnified  Liabilities  resulting
from such Person's gross negligence or willful  misconduct;  provided,  however,
that no action taken in accordance with the directions of Required Lenders shall
be deemed to constitute gross  negligence or willful  misconduct for purposes of
this Section.  Without limitation of the foregoing,  each Lender shall reimburse
Administrative  Agent  upon  demand  for  its  ratable  share  of any  costs  or
out-of-pocket  expenses  (including  Attorney Costs) incurred by  Administrative
Agent in connection with the preparation,  execution, delivery,  administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that  Administrative  Agent
is not reimbursed for such expenses by or on behalf of Borrower. The undertaking
in this Section shall survive the payment of all  Obligations  hereunder and the
resignation of Administrative Agent.


                                       41

<PAGE>
     9.08 Administrative Agent in Individual  Capacity.  Bank of America and its
Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from,  acquire equity  interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with Borrower
and its  Subsidiaries  and  Affiliates  as  though  Bank  of  America  were  not
Administrative  Agent  hereunder  and  without  notice to or consent of Lenders.
Lenders and participants acknowledge that, pursuant to such activities,  Bank of
America or its  Affiliates  may receive  information  regarding  Borrower or its
Affiliates  (including  information  that  may  be  subject  to  confidentiality
obligations  in  favor of  Borrower  or such  Affiliate)  and  acknowledge  that
Administrative Agent shall be under no obligation to provide such information to
them. With respect to its Loans,  Bank of America shall have the same rights and
powers  under this  Agreement  as any other  Lender and may exercise the same as
though it were not Administrative Agent.

     9.09 Resignation by Administrative  Agent.  Administrative Agent may resign
as Administrative Agent upon 30 days' notice to Lenders. If Administrative Agent
resigns under this Agreement,  Required Lenders shall appoint from among Lenders
a successor  administrative  agent for Lenders  which  successor  administrative
agent  shall be  consented  to by  Borrower  at all times  other than during the
existence  of an Event of  Default  (which  approval  of  Borrower  shall not be
unreasonably  withheld or  delayed).  If no  successor  administrative  agent is
appointed  prior to the  effective  date of the  resignation  of  Administrative
Agent,  Administrative  Agent may  appoint,  after  consulting  with Lenders and
Borrower, a successor  administrative agent from among Lenders (or, if no Lender
is willing to act as  successor  administrative  agent,  among other  commercial
banks each having a combined  capital  and surplus of at least  $1,000,000,000),
which  successor  administrative  agent shall be consented to by Borrower at all
times other than during the existence of an Event of Default (which  approval of
Borrower shall not be unreasonably withheld or delayed).  Upon the acceptance of
its  appointment as successor  administrative  agent  hereunder,  such successor
administrative  agent shall succeed to all the rights,  powers and duties of the
retiring  Administrative  Agent and the term  "Administrative  Agent" shall mean
such  successor  administrative  agent and the retiring  Administrative  Agent's
appointment,  powers and duties as  Administrative  Agent  shall be  terminated.
After   any   retiring   Administrative   Agent's   resignation   hereunder   as
Administrative  Agent,  the  provisions of this Section 9 and Sections 10.03 and
10.13 shall inure to its benefit as to any actions  taken or omitted to be taken
by it while it was  Administrative  Agent under this Agreement.  If no successor
administrative  agent has accepted  appointment as  Administrative  Agent by the
date which is 30 days  following  a retiring  Administrative  Agent's  notice of
resignation,  the retiring Administrative Agent's resignation shall nevertheless
thereupon  become  effective  and  Lenders  shall  perform  all of the duties of
Administrative  Agent  hereunder  until such time,  if any, as Required  Lenders
appoint a successor agent as provided for above.

     9.10 Other Agents.  None of Lenders (other than Bank of America) identified
on the facing page or  signature  pages of this  Agreement  as having a title or
role other than as a Lender shall have any right, power, obligation,  liability,
responsibility  or duty under this Agreement other than those  applicable to all
Lenders as such.  Without limiting the foregoing,  none of Lenders so identified
shall have or be deemed to have any fiduciary relationship with any Lender. Each
Lender acknowledges that it has not relied, and will not rely, on any of Lenders
so  identified  in  deciding  to enter into this  Agreement  or in taking or not
taking action hereunder.



                                       42

<PAGE>
                                   SECTION 10.
                                  MISCELLANEOUS
                                  -------------

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

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

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

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

     (d)  Postpone  any date  scheduled  for the  payment  of  principal  of, or
interest on, any Loan or for the payment of any facility or  utilization  fee or
for the payment of any other  amount,  in each case payable to such Lender under
the Loan  Documents,  or extend the term of, or  increase  the  amount of,  such
Lender's  Commitment (it being  understood that a waiver of any Event of Default
not  referred  to in  subsection  (c) above  shall  require  only the consent of
Required  Lenders)  or  modify  the Pro Rata  Share of such  Lender  (except  as
contemplated hereby);

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

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

provided,  however,  that (i) no amendment,  waiver or consent shall,  unless in
writing and signed by  Administrative  Agent in addition to Required  Lenders or
each  affected  Lender,  as the case may be,  affect  the  rights  or  duties of
Administrative  Agent,  and (ii) any fee letters  may be  amended,  or rights or
privileges  thereunder waived, in a writing executed by the parties thereto. Any
amendment, modification,  supplement, termination, waiver or consent pursuant to
this Section shall apply equally to, and shall be binding upon,  all Lenders and
Administrative Agent.

     10.02 Requisite Notice; Effectiveness of Signatures and Electronic Mail.

     (a) Requisite  Notice.  Notices given in connection  with any Loan Document
shall be delivered to the intended  recipient at the number  and/or  address set
forth on the Administrative Questionnaire (or as


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<PAGE>
otherwise  specified  from  time  to  time  by  such  recipient  in  writing  to
Administrative  Agent) and shall be given by (i)  irrevocable  written notice or
(ii)  except as  otherwise  provided,  irrevocable  telephonic  (not  voicemail)
notice. Such notices may be delivered,  must be confirmed and shall be effective
as follows:


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

Courier or hand delivery      When signed for by recipient

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

Facsimile                     When confirmed by telephone (not voicemail)

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

provided,  however,  that notices delivered to Administrative  Agent pursuant to
Section 2 shall not be  effective  until  actually  received  by  Administrative
Agent; provided,  further, that Administrative Agent may require that any notice
be confirmed or followed by a manually-signed  hard copy thereof.  Notices shall
be in any form  prescribed  herein and, if sent by Borrower,  shall be made by a
Responsible Officer of Borrower.  Notices delivered and, if required,  confirmed
in accordance  with this  subsection  shall be deemed to have been  delivered by
Requisite Notice.

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

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

     (d) Reliance by Administrative Agent and Lenders.  Administrative Agent and
Lenders shall be entitled to rely and act upon any notices  purportedly given by
or on  behalf of  Borrower  even if (i) such  notices  were not made in a manner
specified herein,  were incomplete or were not preceded or followed by any other
notice  specified  herein,  or (ii) the  terms  thereof,  as  understood  by the
recipient,  varied  from any  confirmation  thereof.  Borrower  shall  indemnify
Administrative Agent-Related Persons and Lenders from


                                       44

<PAGE>
any loss,  cost,  expense or  liability  as a result of  relying on any  notices
purportedly  given by or on behalf of Borrower  absent the gross  negligence  or
willful misconduct of the Person seeking indemnification.

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

     10.04 Binding Effect; Assignment.

     (a) This  Agreement  and the other Loan  Documents  to which  Borrower is a
party will be binding upon and inure to the benefit of Borrower,  Administrative
Agent, Lenders and their respective successors and assigns, except that Borrower
may not,  except as permitted by Section  7.03,  assign its rights  hereunder or
thereunder or any interest  herein or therein  without the prior written consent
of all Lenders and any such attempted  assignment  shall be void. Any Lender may
at any time pledge its Note or any other  instrument  evidencing its rights as a
Lender under this  Agreement  to a Federal  Reserve Bank or, if such Lender is a
fund, to any trustee or to any other  representative  of holders of  obligations
owed or  securities  issued by such fund as  security  for such  obligations  or
securities,  but no such pledge shall  release such Lender from its  obligations
hereunder or grant to such Federal Reserve Bank or trust or other representative
the rights of a Lender  hereunder  absent  foreclosure  of such pledge,  and any
transfer to any Person upon the  enforcement  of such pledge shall be subject to
this Section 10.04.

     (b) From time to time following the Closing Date, each Lender may assign to
one or more  banks or  other  financial  institutions,  each  having a  combined
capital and surplus of at least $250,000,000 (such  qualifications being subject
to waiver by  Borrower  and  Administrative  Agent),  all or any  portion of its
Commitment  and/or Extensions of Credit;  provided that (i) such assignment,  if
not to a Lender or an Affiliate of the assigning  Lender,  shall be consented to
(which  consents  shall not be  unreasonably  withheld) by Borrower at all times
other than during the  existence  of an Event of Default  and by  Administrative
Agent,  (ii) a copy of a duly signed and  completed  Assignment  and  Acceptance
shall be  delivered  to  Administrative  Agent,  (iii)  except in the case of an
assignment  (A) to an Affiliate of the assigning  Lender or to another Lender or
(B) of the entire remaining  Commitment of the assigning Lender,  the portion of
the Commitment assigned shall not be less than the Minimum Amount therefor,  and
(iv) the  effective  date of any such  assignment  shall be as  specified in the
Assignment and Acceptance,  but not earlier than the date which is five Business
Days  after  the date  Administrative  Agent has  received  the  Assignment  and
Acceptance.  Upon  obtaining  any  consent  required  as set  forth in the prior
sentence, any forms required by Section 10.20 and


                                       45

<PAGE>
payment of the requisite fee described  below,  the assignee named therein shall
be a Lender for all  purposes of this  Agreement  to the extent of the  Assigned
Interest (as defined in such Assignment and Acceptance),  and, except for rights
and obligations which by their terms survive termination of any Commitments, the
assigning  Lender  shall be  released  from any further  obligations  under this
Agreement to the extent of such Assigned Interest. Upon request,  Borrower shall
execute and deliver new or  replacement  Notes to the  assigning  Lender and the
assignee Lender to evidence Loans made by them.  Administrative  Agent's consent
to any  assignment  shall not be  deemed to  constitute  any  representation  or
warranty  by  any  Administrative   Agent-Related   Person  as  to  any  matter.
Administrative  Agent shall record the  information  contained in the Assignment
and Acceptance in the Register.

     (c) After receipt of a completed Assignment and Acceptance,  and receipt of
an assignment  fee of $3,500 from such  assignee  and/or such  assigning  Lender
(including  in the case of  assignments  to  Affiliates  of assigning  Lenders),
Administrative  Agent shall,  promptly  following  the  effective  date thereof,
provide to Borrower and Lenders a revised Schedule 2.01 giving effect thereto.

     (d) Each  Lender may from time to time,  without  the  consent of any other
Person,  grant  participations to one or more other Persons  (including  another
Lender) in all or any portion of its  Commitment  and/or  Extensions  of Credit;
provided, however, that (i) such Lender's obligations under this Agreement shall
remain unchanged,  (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations,  (iii) the participating
bank or other  financial  institution  shall not be a Lender  hereunder  for any
purpose except, if the participation  agreement so provides, for the purposes of
the increased cost provisions of Section 3 (but only to the extent that the cost
of such benefits to Borrower does not exceed the cost which  Borrower would have
incurred in respect of such Lender absent the participation) and for purposes of
Section 10.06, (iv) Borrower,  Administrative  Agent and the other Lenders shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's rights and obligations under this Agreement, and (v) the consent of the
holder of such  participation  interest  shall not be required for amendments or
waivers  of  provisions  of the  Loan  Documents;  provided  however,  that  the
assigning Lender may, in any agreement with a participant, give such participant
the right to consent (as between the assigning  Lender and such  participant) to
any matter which (A) extends the  Maturity  Date as to such  participant  or any
other  date upon  which any  payment  of money is due to such  participant,  (B)
reduces the rate of interest  owing to such  participant or any fee or any other
monetary  amount  owing to such  participant,  or (C)  reduces the amount of any
scheduled payment of principal owing to such participant.  Any Lender that sells
a  participation  to any Person that is a "foreign  corporation,  partnership or
trust"  within  the  meaning  of the Code  shall  include  in its  participation
agreement  with such  Person a covenant  by such  Person  that such  Person will
comply with the  provisions of Section 10.20 as if such Person were a Lender and
provide  that   Administrative   Agent  and   Borrower   shall  be  third  party
beneficiaries of such covenant. Each Lender that sells or grants a participation
shall  (a)  withhold  or  deduct  from  each  payment  to  the  holder  of  such
participation the amount of any tax required under applicable law to be withheld
or deducted from such payment and not withheld or deducted therefrom by Borrower
or  Administrative  Agent,  (b) pay the tax so withheld or deducted by it to the
appropriate taxing authority in accordance with applicable law and (c) indemnify
Borrower and  Administrative  Agent for any losses,  cost and expenses that they
may incur as a result of any failure to so withhold or deduct and pay such tax.

     10.05  Set-off.  In addition to any rights and  remedies of  Administrative
Agent and Lenders or any assignee of any Lender or any Affiliate  thereof (each,
a "Proceeding Party") provided by law, upon the

                                       46

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

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

     10.07 No Waiver; Cumulative Remedies.

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

     (b) The  rights,  remedies,  powers  and  privileges  herein  provided  are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by Law. Any decision by Administrative Agent or


                                       47

<PAGE>
any Lender not to require  payment of any  interest  (including  interest at the
Default  Rate),  fee, cost or other amount payable under any Loan Document or to
calculate any amount payable by a particular  method on any occasion shall in no
way limit or be deemed a waiver of Administrative Agent's or such Lender's right
to require full payment  thereof,  or to calculate an amount  payable by another
method that is not inconsistent with this Agreement,  on any other or subsequent
occasion.

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

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

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

     10.10 Integration.  This Agreement,  together with the other Loan Documents
and any  letter  agreements  referred  to herein,  comprises  the  complete  and
integrated  agreement of the parties  regarding  the subject  matter  hereof and
supersedes all prior agreements,  written or oral, on the subject matter hereof.
In the event of any conflict  between the provisions of this Agreement and those
of any other Loan Document,  the provisions of this Agreement  shall control and
govern;  provided that the inclusion of supplemental rights or remedies in favor
of  Administrative  Agent or  Lenders in any other  Loan  Document  shall not be
deemed a conflict with this  Agreement.  Each Loan Document was drafted with the
joint  participation  of the respective  parties  thereto and shall be construed
neither  against nor in favor of any party,  but rather in  accordance  with the
fair meaning thereof.  THE LOAN DOCUMENTS  REPRESENT THE FINAL AGREEMENT BETWEEN
THE  PARTIES  THERETO  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS,  OR SUBSEQUENT  ORAL  AGREEMENTS BY SUCH PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

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



                                       48

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

     10.13 Indemnity by Borrower.

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

     10.14 Nonliability of Lenders. Borrower acknowledges and agrees that:

     (a)  Any  inspections  of any  property  of  Borrower  made  by or  through
Administrative  Agent or Lenders are for purposes of  administration of the Loan
Documents  only,  and Borrower is not entitled to rely upon the same (whether or
not such inspections are at the expense of Borrower);

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

     (c) The relationship  between Borrower and Administrative Agent and Lenders
is, and shall at all times remain, solely that of borrower and lenders;  neither
Administrative Agent nor any Lender shall under any circumstance be deemed to be
in a relationship of confidence or trust or a fiduciary relationship with


                                       49

<PAGE>
Borrower  or its  Affiliates,  or to owe any  fiduciary  duty to Borrower or its
Affiliates;  neither  Administrative  Agent nor any Lender undertakes or assumes
any  responsibility  or duty to Borrower or its  Affiliates  to select,  review,
inspect,  supervise,  pass judgment upon or inform Borrower or its Affiliates of
any matter in connection  with their  property or the  operations of Borrower or
its Affiliates;  Borrower and its Affiliates  shall rely entirely upon their own
judgment with respect to such matters; and any review, inspection,  supervision,
exercise  of  judgment  or  supply  of  information  undertaken  or  assumed  by
Administrative Agent or any Lender in connection with such matters is solely for
the protection of Administrative  Agent and Lenders and neither Borrower nor any
other Person is entitled to rely thereon; and

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

     10.15 No Third Parties  Benefitted.  This Agreement is made for the purpose
of  defining  and  setting  forth  certain  obligations,  rights  and  duties of
Borrower,  Administrative Agent and Lenders in connection with the Extensions of
Credit, and is made for the sole benefit of Borrower,  Administrative  Agent and
Lenders,  and  Administrative  Agent's and  Lenders'  successors  and  permitted
assigns.  Except as provided in Sections 10.04 and 10.13,  no other Person shall
have any rights of any nature hereunder or by reason hereof.

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

     10.17  Confidentiality.  Administrative Agent and each Lender shall use any
confidential non-public information concerning Borrower and its Subsidiaries and
Affiliates  that is  furnished to  Administrative  Agent or such Lender by or on
behalf of Borrower and its  Subsidiaries  in connection  with the Loan Documents
(collectively,   "Confidential   Information")   solely   for  the   purpose  of
administering   and  enforcing  the  Loan  Documents,   and  it  will  hold  the
Confidential   Information   in  confidence.   Notwithstanding   the  foregoing,
Administrative Agent and each Lender may disclose  Confidential  Information (a)
to their affiliates or any of their or their  affiliates'  directors,  officers,
employees,  auditors, counsel, advisors, or representatives  (collectively,  the
"Representatives")  who need to know such information for the purposes set forth
in this  Section  10.17  and who have  been  advised  of and  acknowledge  their
obligation to keep such information confidential in accordance with this Section
10.17,  (b) to any bank or financial  institution  or other entity to which such
Lender has  assigned or desires to assign an interest  or  participation  in the
Loan Documents or the Obligations, provided that any such foregoing recipient of
such  Confidential  Information  agrees  to keep such  Confidential  Information
confidential as specified herein,  (c) to any governmental  agency or regulatory
body having or claiming to have  authority  to regulate or oversee any aspect of
Administrative   Agent's   or  such   Lender's   business   or  that  of   their
Representatives in connection with the exercise of such authority or claimed


                                       50

<PAGE>
authority,  (d) to the extent  necessary or  appropriate to enforce any right or
remedy or in connection  with any claims  asserted by or against  Administrative
Agent or such Lender or any of their  Representatives,  and (e)  pursuant to any
subpoena  or  any  similar  legal  process.   For  purposes  hereof,   the  term
"Confidential  Information"  shall  not  include  information  that  (x)  is  in
Administrative  Agent's or a Lender's  possession prior to its being provided by
or on behalf of Borrower or any of its Subsidiaries or Affiliates, provided that
such  information  is not  known by  Administrative  Agent or such  Lender to be
subject to another confidentiality agreement with, or other legal or contractual
obligation  of  confidentiality  to,  Borrower  or any of  its  Subsidiaries  or
Affiliates,  (y) is or becomes  publicly  available (other than through a breach
hereof by  Administrative  Agent or such  Lender),  or (z) becomes  available to
Administrative  Agent or such Lender on a nonconfidential  basis,  provided that
the source of such  information  was not known by  Administrative  Agent or such
Lender to be bound by a confidentiality  agreement or other legal or contractual
obligation of confidentiality with respect to such information.

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

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

     10.20  Foreign  Lenders.   Each  Lender  organized  under  the  Laws  of  a
jurisdiction  outside the United States,  on or prior to the Closing Date in the
case of each Lender listed on the signature  pages hereof and on or prior to the
date on which it  becomes a Lender in the case of each  other  Lender,  and from
time to time  thereafter  if requested in writing by Borrower or  Administrative
Agent (but only so long as such Lender  remains  lawfully able to do so),  shall
provide  Borrower and  Administrative  Agent with (i) if such Lender is a "bank"
within the meaning of Section  881(c)(3)(A)  of the Code, IRS Form 1001 or 4224,
as  appropriate,  or any successor form  prescribed by the IRS,  certifying that
such  Lender is  entitled  to  benefits  under an income tax treaty to which the
United States is a party which reduces the rate of  withholding  tax on payments
of  interest  or  certifying  that the income  receivable  pursuant  to the Loan
Documents is  effectively  connected  with the conduct of a trade or business in
the United States,  or (ii) if such Lender is not a "bank" within the meaning of
Section  881(c)(3)(A)  of the Code and intends to claim an exemption from United
States  withholding  tax under Section 871(h) or 881(c) of the Code with respect
to  payments  of  "portfolio  interest,"  IRS Form W-8,  or any  successor  form
prescribed by the IRS, and a certificate  representing that such Lender is not a
bank  for  purposes  of  Section  881(c)  of  the  Code,  is  not a  ten-percent
shareholder  (within  the  meaning  of  Section  871(h)(3)(B)  of the  Code)  of
Borrower,  and is not a  controlled  foreign  corporation  related  to  Borrower
(within the meaning of Section 864(d)(4) of the Code).  Thereafter and from time
to time, each such Person shall (a) promptly submit to Administrative Agent such
additional  duly  completed  and  signed  copies  of one of such  forms (or such
successor  forms as shall be adopted  from time to time by the  relevant  United
States taxing  authorities)  as may then be available  under then current United
States laws and  regulations to avoid,  or such evidence as is  satisfactory  to
Borrower and Administrative  Agent of any available  exemption from or reduction
of,  United  States  withholding  taxes in respect of all payments to be made to
such  Person  by  Borrower  pursuant  to this  Agreement,  (b)  promptly  notify
Administrative Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (c) take such steps as shall not
be materially  disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably  necessary (including the re-designation of its Lending
Office) to avoid any  requirement  of  applicable  Laws that  Borrower  make any
deduction or


                                       51

<PAGE>
withholding for taxes from amounts payable to such Person.  If such Person fails
to deliver the above forms or other documentation, then Administrative Agent may
withhold  from any interest  payment to such Person an amount  equivalent to the
applicable  withholding  tax  imposed  by  Sections  1441 and 1442 of the  Code,
without  reduction.  If any Governmental  Authority asserts that  Administrative
Agent did not properly  withhold any tax or other amount from  payments  made in
respect  of such  Person,  such  Person  shall  indemnify  Administrative  Agent
therefor,  including  all  penalties  and  interest,  any taxes  imposed  by any
jurisdiction on the amounts  payable to the Agent under this Section,  and costs
and expenses (including Attorney Costs) of Administrative  Agent. The obligation
of Lenders under this Section shall survive the payment of all  Obligations  and
the resignation of Administrative Agent.

     10.21 Removal and Replacement of Lenders.

     (a) Under any  circumstances  set forth in this  Agreement  providing  that
Borrower shall have the right (or, in the case of Section  2.10(a),  obligation)
to remove or replace a Lender as a party to this Agreement, Borrower may (or, in
the  case  of  Section  2.10(a),   shall),   upon  notice  to  such  Lender  and
Administrative  Agent,  remove such Lender by (i) non ratably  terminating  such
Lender's  Commitment  and/or (ii) causing  such Lender to assign its  Commitment
pursuant to Section 10.04(b) to one or more other Lenders or permitted assignees
procured by  Borrower.  Borrower  shall,  in the case of a  termination  of such
Lender's  Commitment  pursuant  to  clause  (i)  preceding,  (y) pay in full all
principal,  interest,  fees and other amounts  owing to such Lender  through the
date of termination  (including any amounts payable  pursuant to Section 3), and
(z) release such Lender from its  obligations  under the Loan Documents from and
after  the  date of  termination.  Any such  Lender  whose  Commitment  is being
assigned shall execute and deliver an Assignment  and  Acceptance  covering such
Lender's  Commitment.  Borrower shall, in the case of an assignment  pursuant to
clause  (ii)  preceding,  cause  to  be  paid  the  assignment  fee  payable  to
Administrative  Agent pursuant to Section 10.04(c).  Administrative  Agent shall
distribute an amended  Schedule 2.01,  which shall be deemed  incorporated  into
this Agreement, to reflect adjustments to Lenders and their Commitments.

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

     10.22 Governing Law.

     (a) THE LOAN DOCUMENTS HAVE BEEN ENTERED INTO PURSUANT TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW AND THE LOAN DOCUMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE  WITH, THE LAWS OF THE STATE OF NEW YORK  APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT
ADMINISTRATIVE  AGENT AND EACH  LENDER  SHALL  RETAIN ALL RIGHTS  ARISING  UNDER
FEDERAL LAW.

     (b) ANY LEGAL ACTION OR  PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR ANY
OTHER  LOAN  DOCUMENT  MAY BE  BROUGHT  IN THE  COURTS  OF THE STATE OF NEW YORK
SITTING IN THE BOROUGH OF  MANHATTAN  OR OF THE UNITED  STATES FOR THE  SOUTHERN
DISTRICT  OF SUCH  STATE,  AND BY  EXECUTION  AND  DELIVERY  OF THIS  AGREEMENT,
BORROWER,  ADMINISTRATIVE  AGENT AND EACH  LENDER  CONSENTS,  FOR  ITSELF AND IN
RESPECT OF ITS  PROPERTY,  TO THE  NON-EXCLUSIVE  JURISDICTION  OF THOSE  COURTS
PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL

                                       52

<PAGE>
OBLIGATIONS  LAW.  BORROWER,  ADMINISTRATIVE  AGENT AND EACH LENDER  IRREVOCABLY
WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON
THE GROUNDS OF FORUM NON  CONVENIENS,  WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO.  BORROWER,  ADMINISTRATIVE AGENT AND
EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS,  COMPLAINT OR OTHER PROCESS,
WHICH MAY BE MADE BY THE MAILING OF COPIES  THEREOF BY  CERTIFIED  MAIL,  RETURN
RECEIPT REQUESTED,  POSTAGE PREPAID,  TO ITS ADDRESS SPECIFIED HEREIN, OR BY ANY
OTHER MEANS PERMITTED BY THE LAWS OF THE STATE OF NEW YORK.

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

     10.24 Waiver of Notice by Requisite  Time.  By its execution  hereof,  each
Lender  that is also a  "Lender,"  under and as  defined  in the  Prior  364-Day
Agreement, hereby waives three Business Days' prior notice of the termination of
the  "combined  Commitments,"  as defined in the Prior  364-Day  Agreement,  and
agrees that such notice shall be effective on as and of the date it is given.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGE FOLLOWS.]


                                       53

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        COMCAST CABLE COMMUNICATIONS, INC.,
                                        as Borrower


                                        By  /s/ Kenneth Mikalauskas
                                            -------------------------------
                                            Kenneth Mikalauskas,
                                            Vice President/Assistant Treasurer




                                       54

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        BANK OF AMERICA, N.A., as Administrative
                                        Agent and as a Lender


                                        By  /s/ Todd Shipley
                                            -------------------------------
                                            Todd  Shipley, Managing Director




                                       55

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        THE CHASE MANHATTAN BANK, as a Lender


                                        By  /s/ Tracey Navin Ewing
                                            -------------------------------
                                            Tracey Navin Ewing, Vice President




                                       56

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        THE BANK OF NEW YORK, as a Lender


                                        By  /s/ James W. Whitaker
                                            -------------------------------
                                            James W. Whitaker,
                                            Senior Vice President



                                       57

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        CITIBANK, N.A., as a Lender


                                        By  /s/ Julio Ojea Quintana
                                            -------------------------------
                                            Julio Ojea Quintana, Vice President




                                       58

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        BARCLAYS BANK PLC, as a Lender


                                        By  /s/ Daniele Iacovone
                                            -------------------------------
                                            Daniele Iacovone, Director




                                       59

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        DEUTSCHE BANK AG NEW YORK BRANCH
                                        AND/OR CAYMAN ISLANDS BRANCH, as a
                                        Lender


                                        By  /s/ William W. McGinty
                                            -------------------------------
                                            William W. McGinty, Director


                                        By  /s/ Joel Makowsky
                                            -------------------------------
                                            Joel Makowsky, Vice President





                                       60

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        TORONTO DOMINION (TEXAS), INC., as a
                                        Lender


                                        By  /s/ Carol Brandt
                                            -------------------------------
                                            Carol Brandt, Vice President




                                       61

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        FIRST UNION NATIONAL BANK, as a Lender


                                        By  /s/ C. Brand Hosford
                                            -------------------------------
                                            C. Brand Hosford, Vice President




                                       62

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        CREDIT SUISSE FIRST BOSTON, as a Lender


                                        By  /s/ David L. Sawyer
                                            -------------------------------
                                            David L. Sawyer, Vice President


                                        By  /s/ David M. Koczan
                                            -------------------------------
                                            David M. Koczan, Assistant Vice
                                            President





                                       63

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        FLEET NATIONAL BANK, as a Lender


                                        By  /s/ Michael D. Elwell
                                            -------------------------------
                                            Michael D. Elwell, Vice President




                                       64

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        ABN AMRO BANK, N.V., as a Lender


                                        By  /s/ Thomas Rogers
                                            -------------------------------
                                            Thomas Rogers, Group Vice President


                                        By  /s/ Thomas Cha
                                            -------------------------------
                                            Thomas Cha, Assistant Vice President



                                       65

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        THE BANK OF NOVA SCOTIA, as a Lender


                                        By  /s/ Brenda S. Insull
                                            -------------------------------
                                            Brenda S. Insull, Authorized
                                            Signatory




                                       66

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        LEHMAN COMMERCIAL PAPER INC., as a
                                        Lender


                                        By  /s/ G. Andrew Keith
                                            -------------------------------
                                            G. Andrew Keith, Authorized
                                            Signatory




                                       67

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        LLOYDS TSB BANK PLC, as a Lender


                                        By  /s/ Windsor R. Davies
                                            -------------------------------
                                            Director, Corporate Banking, USA


                                        By  /s/ Paul D. Briamonte
                                            -------------------------------
                                            Director-Project Finance (USA)





                                       68

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        SUMITOMO MITSUI BANKING
                                        CORPORATION, as a Lender


                                        By  /s/ Leo E. Pagarigan
                                            -------------------------------
                                            Leo E. Pagarigan, Vice President




                                       69

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        SUNTRUST BANK, as a Lender


                                        By  /s/ J. Eric Millham
                                            -------------------------------
                                            J. Eric Millham, Director




                                       70

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        WESTDEUTSCHE LANDESBANK
                                        GIROZENTRALE, NEW YORK BRANCH, as a
                                        Lender


                                        By  /s/ Lucie L. Guernsey
                                            -------------------------------
                                            Lucie L. Guernsey, Director


                                        By  /s/ Pascal Kabemba
                                            -------------------------------
                                            Pascal Kabemba, Associate Director





                                       71

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        THE DAI-ICHI KANGYO BANK, LTD., as a
                                        Lender


                                        By  /s/ Daniel Guevara
                                            -------------------------------
                                            Daniel Guevara, Vice President



                                       72

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        THE INDUSTRIAL BANK OF JAPAN,
                                        LIMITED, as a Lender


                                        By  /s/ Takuya Honjo
                                            -------------------------------
                                            Takuya Honjo, Deputy General Manager




                                       73

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        BANK OF TOKYO-MITSUBISHI TRUST
                                        COMPANY, as a Lender


                                        By  /s/ Michael J. Wiskind
                                            -------------------------------
                                            Michael J. Wiskind, Vice President



                                       74

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        MELLON BANK, N.A., as a Lender


                                        By  /s/ Nancy E. Gale
                                            -------------------------------
                                            Nancy E. Gale, Vice President




                                       75

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        PNC BANK, NATIONAL ASSOCIATION, as a
                                        Lender


                                        By  /s/ Steven J. McGehrin
                                            -------------------------------
                                            Steven J. McGehrin, Vice President




                                       76

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        BAYERISCHE LANDESBANK
                                        GIROZENTRALE, CAYMAN ISLANDS
                                        BRANCH, as a Lender


                                        By  /s/ Peter Obermann
                                            -------------------------------
                                            Peter Obermann, Senior Vice
                                            President


                                        By  /s/ James H. Boyle
                                            -------------------------------
                                            James H. Boyle, Vice President



                                       77

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        MERRILL LYNCH BANK USA, as a Lender


                                        By  /s/ D. Kevin Imlay
                                            -------------------------------
                                            D. Kevin Imlay, Senior Credit
                                            Officer






                                       78

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        U.S. BANK NATIONAL ASSOCIATION, as a
                                        Lender


                                        By  /s/ Jaycee Earll
                                            -------------------------------
                                            Jaycee Earll, Assistant Vice
                                            President




                                       79

<PAGE>
     Signature Page to that certain 364-Day  Revolving Credit Agreement dated as
of the date first set forth above, among Comcast Cable Communications,  Inc., as
Borrower, each Lender, and Bank of America, N.A., as Administrative Agent.

                                        FIRST TENNESSEE BANK NATIONAL
                                        ASSOCIATION, as a Lender


                                        By  /s/ James H. Atchley
                                            -------------------------------
                                            James H. Atchley, Senior Vice
                                            President



                                       80

<PAGE>
<TABLE>
<CAPTION>



                                               SCHEDULE 2.01

                                                COMMITMENTS
                                            AND PRO RATA SHARES


              Lender                                      Commitment                  Pro Rata Share
              ------                                      ----------                  --------------
<S>                                                   <C>                             <C>
Bank of America, N.A.                                  $180,000,000.00                 8.000000000%
The Chase Manhattan Bank                                180,000,000.00                 8.000000000%
The Bank of New York                                    180,000,000.00                 8.000000000%
Citibank, N.A.                                          155,000,000.00                 6.888888889%
Barclays Bank Plc                                       120,000,000.00                 5.333333334%
Deutsche Bank AG New York Branch                        120,000,000.00                 5.333333334%
Toronto Dominion (Texas), Inc.                          120,000,000.00                 5.333333334%
First Union National Bank                               115,000,000.00                 5.111111111%
Credit Suisse First Boston                              100,000,000.00                 4.444444444%
Fleet National Bank                                      90,000,000.00                 4.000000000%
ABN Amro Bank, N.V.                                      75,000,000.00                 3.333333333%
Lehman Commercial Paper Inc.                             75,000,000.00                 3.333333333%
Lloyds TSB Bank plc                                      75,000,000.00                 3.333333333%
Sumitomo Mitsui Banking Corporation                      75,000,000.00                 3.333333333%
SunTrust Bank                                            75,000,000.00                 3.333333333%
The Bank of Nova Scotia                                  75,000,000.00                 3.333333333%
Westdeutsche Landesbank Girozentrale, New York           75,000,000.00                 3.333333333%
Branch
The Dai-ichi Kangyo Bank, Ltd.                           60,000,000.00                 2.666666667%
The Industrial Bank of Japan, Limited                    60,000,000.00                 2.666666667%
Bank of Tokyo-Mitsubishi Trust Company                   50,000,000.00                 2.222222222%
Mellon Bank, N.A.                                        50,000,000.00                 2.222222222%
PNC Bank, National Association                           50,000,000.00                 2.222222222%



                                                    1

<PAGE>
              Lender                                      Commitment                  Pro Rata Share
              ------                                      ----------                  --------------

Bayerische Landesbank Girozentrale, Cayman Islands       37,500,000.00                 1.666666667%
Branch
Merrill Lynch Bank USA                                   37,500,000.00                 1.666666667%
U.S. Bank National Association                           12,500,000.00                 0.555555556%
First Tennessee Bank National Association                 7,500,000.00                 0.333333333%
---------------------------------------------------------------------------------------------------
Total                                                $2,250,000,000.00               100.000000000%

</TABLE>



                                                    2

<PAGE>
                                  SCHEDULE 7.01

                                 EXISTING LIENS
                                 --------------
                                                        Outstanding Amount
                                                             Secured
                                                         at July 17, 2001
                                                        ------------------
Jones Car Leases (Various Subs)                         $  3,312,586.02
Lenfest AUL Loan                                           2,550,830.19
Jones West Chester Data Center Mortgage                    2,178,778.82
Lenfest PIDA Loan                                            839,367.62
Prime Cable Automobile Leases                                501,235.72
Holdings - P.C. Building Leases                              566,759.13
Lenfest Capital Leases (Various Subs)                        326,692.21
CN8 Capital Leases                                           166,375.71
-----------------------------------------------------------------------
TOTAL OUTSTANDING LIENS                                 $ 10,442,625.42



                                        1

<PAGE>
                                  SCHEDULE 7.02

                        EXISTING SUBSIDIARY INDEBTEDNESS
                        --------------------------------

                                                        Outstanding Amount
                                                         at July 17, 2001
                                                        ------------------
Jones Car Leases (Various Subs)                         $  3,312,586.02
Lenfest AUL Loan                                           2,550,830.19
Jones West Chester Data Center Mortgage                    2,178,778.82
-----------------------------------------------------------------------
TOTAL SUBSIDIARY INDEBTEDNESS                           $  8,042,195.03




                                        1

<PAGE>
                                    EXHIBIT A

                     FORM OF REQUEST FOR EXTENSION OF CREDIT
                     ---------------------------------------

                                                        Date:            , 200__
                                                             ------------


To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

     Reference is made to that certain 364-Day Revolving Credit Agreement dated
as of July 17, 2001, among Comcast Cable Communications, Inc., a Delaware
corporation ("Borrower"), Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined).

     The undersigned Responsible Officer hereby requests (select one):

     [__] A Borrowing of Loans        [__] A Conversion or Continuation of Loans

     1.   On                                           (a Business Day).
            -------------------------------------------

     2.   In the amount of $_______________________.

     3.   Comprised of                                         .
                      ----------------------------------------
                              [type of Loan requested]

     4.   For Eurodollar Rate Loans:  with an Interest Period of     months.
                                                                -----

     The foregoing request complies with the requirements of Sections 2.01 and
2.02 of the Agreement. If the requested Extension of Credit is a Borrowing of
Loans, the undersigned hereby certifies that the following statements will be
true on the date of the requested Extension of Credit:

          (a) The representations and warranties of Borrower contained in
     Sections 5.01, 5.02 and 5.03 of the Agreement are correct in all material
     respects; and

          (b) no Default or Event of Default exists or will result from the
     requested Extension of Credit.

                                        COMCAST CABLE COMMUNICATIONS, INC.


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


                                        1

<PAGE>
                                    EXHIBIT B

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------

                                          Financial Statement Date:       , 200_
                                                                   -------

To:  Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain 364-Day Revolving Credit Agreement dated as of
July 17, 2001, among Comcast Cable Communications, Inc., a Delaware corporation
("Borrower"), Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the "Agreement;" the terms
defined therein being used herein as therein defined).

     The undersigned Responsible Officer hereby certifies as of the date hereof
that he is the_________of Borrower, and that, as such, he is authorized to
execute and deliver this Certificate to Administrative Agent on the behalf of
Borrower, and that:

            [Use following for fiscal year-end financial statements]

     1. Attached hereto as Annex 1 are the year-end audited financial statements
required by Section 6.01(a) of the Agreement for the fiscal year of Borrower
ended as of the above date, together with the report and opinion of independent
certified public accountants required by such section.

           [Use following for fiscal quarter-end financial statements]

     1. Attached hereto as Annex 1 are the unaudited financial statements
required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower
ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and changes in financial position of
Borrower and its Subsidiaries in accordance with GAAP as at such date and for
such periods, subject only to pro forma adjustments and normal year-end audit
adjustments and the absence of footnotes.

     2. The undersigned has reviewed and is familiar with the terms of the
Agreement and has made, or has caused to be made under his supervision, a
detailed review of the transactions and conditions (financial or otherwise) of
Borrower during the accounting period covered by the attached financial
statements.

     3. A review of the activities of Borrower during such fiscal period has
been made under my supervision with a view to determining whether during such
fiscal period Borrower performed and observed its Obligations under the Loan
Documents, and

                                  [select one:]

                                        1

<PAGE>
     [to the best knowledge of the undersigned during such fiscal period,
Borrower performed and observed each covenant and condition of the Loan
Documents applicable to it.]

                                     --or--

     [the following covenants or conditions have not been performed or observed
and the following is a list of each such Default or Event of Default and its
nature and status:]

     4. The financial covenant analyses and information set forth on Annex 2
attached hereto are true and accurate. Such analyses and information set forth
the necessary adjustments to exclude the Indebtedness, EBITDA and Interest
Expense attributed to Unrestricted Subsidiaries and give pro forma effect (in
accordance with Section 1.07 of the Agreement) to Material Acquisitions and
Material Dispositions made during the period covered thereby.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate as
of__________ , 200_.

                                        COMCAST CABLE COMMUNICATIONS, INC.


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




                                        2

<PAGE>
                                     ANNEX 1

                              FINANCIAL STATEMENTS
                              --------------------


                                        1

<PAGE>
<TABLE>
<CAPTION>

               For  the Quarter/Year ended ___________________, 200_ ("Statement
                    Date")

                                     ANNEX 2
                          to the Compliance Certificate
                                  ($ in 000's)
<S>                                                                                 <C>
I.   Section 7.07(a) - Interest Coverage Ratio.

     A.   Consolidated  EBITDA for two  consecutive  fiscal  quarters  ending on
          Statement Date ("Subject Two Quarters"):

          1.   Consolidated net income for Subject Two Quarters (excluding gains
               and losses  from  unusual  or  extraordinary  items and  interest
               income):                                                              $____________

          2.   Consolidated   Interest   Expense  for   Subject  Two   Quarters:
                                                                                     $____________

          3.   Provision  for income or gross  receipts  taxes for  Subject  Two
               Quarters:                                                             $____________

          4.   Depreciation expense for Subject Two Quarters:                        $____________

          5.   Amortization expense for Subject Two Quarters:                        $____________

          6.   Other  non-cash  charges  to income  for  Subject  Two  Quarters:
                                                                                     $____________

          7.   Management and  programming  fees paid to Comcast  Corporation or
               any of its wholly-owned  Subsidiaries  other than Borrower or any
               Restricted Subsidiary during Subject Two Quarters:                    $____________

          8.   Cash payments made in Subject Two Quarters in respect of non-cash
               charges accrued during a prior period:                                $____________

          9.   Consolidated EBITDA for Subject Two Quarters (Lines I.A.1 + 2 + 3
               + 4 + 5 + 6 + 7 - 8):                                                 $____________

     B.   EBITDA of Unrestricted Subsidiaries for Subject Two Quarters:

          1.   Net income of Unrestricted  Subsidiaries for Subject Two Quarters
               (excluding gains and losses from unusual or  extraordinary  items
               and interest income):                                                 $____________

          2.   Interest  Expense of  Unrestricted  Subsidiaries  for Subject Two
               Quarters:                                                             $____________

          3.   Provision for income or gross receipts taxes of Unrestricted


                                       1

<PAGE>



               Subsidiaries for Subject Two Quarters:                                $____________

          4.   Depreciation expense of Unrestricted Subsidiaries for Subject Two
               Quarters:                                                             $____________

          5.   Amortization expense of Unrestricted Subsidiaries for Subject Two
               Quarters:                                                             $____________

          6.   Other non-cash charges to income of Unrestricted Subsidiaries for
               Subject Two Quarters:                                                 $____________

          7.   Management and programming fees paid by Unrestricted Subsidiaries
               to Comcast  Corporation or any of its wholly- owned  Subsidiaries
               other than Borrower or a Restricted Subsidiary during Subject Two
               Quarters:                                                             $____________

          8.   Cash payments made by  Unrestricted  Subsidiaries  in Subject Two
               Quarters in respect of non-cash  charges  accrued  during a prior
               period:                                                               $____________

          9.   EBITDA of  Unrestricted  Subsidiaries  for Subject  Two  Quarters
               (Lines I.B.1 + 2 + 3 + 4 + 5 + 6 + 7 - 8):                            $____________

     C.   EBITDA  of  Borrower  and  Restricted  Subsidiaries  for  Subject  Two
          Quarters ((Line I.A.9) - (Line I.B.9)):                                    $____________

     D.   Annualized  EBITDA of Borrower and Restricted  Subsidiaries  (Line I.C
          times two (2)):                                                            $____________

     E.   Consolidated Interest Expense for Subject Two Quarters:                    $____________

     F.   Interest   Expense  of  Unrestricted   Subsidiaries  for  Subject  Two
          Quarters:                                                                  $____________

     G.   Interest  Expense of Borrower and Restricted  Subsidiaries for Subject
          Two Quarters ((Line I.E) - (Line I.F)):                                    $____________

     H.   Annualized  Interest  Expense of Borrower and Restricted  Subsidiaries
          (Line I.G times two (2)):                                                  $____________

     I.   Interest   Coverage   Ratio   ((Line   I.D)  /  (Line   I.H)):              ________to 1


          Minimum required:                                                              2.50 to 1

II.  Section 7.07(b) - Leverage Ratio.

     A.   Consolidated Indebtedness at Statement Date:                               $____________


                                        2

<PAGE>
     B.   Indebtedness   of   Unrestricted   Subsidiaries   at  Statement  Date:     $____________

     C.   Consolidated Total Indebtedness at Statement Date: (Line II.A) - (Line
          II.B)                                                                      $____________

     D.   Annualized EBITDA of Borrower and Restricted  Subsidiaries (Line I.D):     $____________

     E.   Leverage Ratio ((Line II.C) / (Line II.D)):                                 ________to 1

          Maximum permitted:                                                             5.50 to 1


                                        3
</TABLE>

<PAGE>
                                    EXHIBIT C

                                  FORM OF NOTE
                                  ------------
                                                                          , 200_
                                                        ------------------

     FOR VALUE RECEIVED, the undersigned ("Borrower"), hereby promises to pay to
the order of ("Lender"), on the date specified in the Agreement referred to
below, the unpaid principal amount of Loans (as defined in the Agreement
referred to below) made by Lender to Borrower under that certain 364-Day
Revolving Credit Agreement dated as of July 17, 2001, among Borrower, Lenders
from time to time party thereto, and Bank of America, N.A., as Administrative
Agent (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "Agreement;" the terms defined therein being used
herein as therein defined).

     Borrower promises to pay interest on the unpaid principal amount of each
Loan from the date of such Loan until such principal amount is paid in full, at
such interest rates and at such times as are specified in the Agreement. All
payments of principal and interest shall be made to Administrative Agent at
Administrative Agent's Office for the account of Lender in immediately available
funds. If any amount is not paid in full when due hereunder, such unpaid amount
shall bear interest, to be paid upon demand, from the due date thereof until the
date of actual payment (and before as well as after judgment) at the per annum
rate set forth in the Agreement.

     This Note is one of the "Notes" referred to in the Agreement. Reference is
hereby made to the Agreement for rights and obligations of payment and
prepayment, events of default and the right of Administrative Agent, on behalf
of Lender, to accelerate the maturity hereof upon the occurrence of such events.
Loans made by Lender shall be evidenced by one or more loan accounts or records
maintained by Lender in the ordinary course of business. Lender may also attach
schedules to this Note and endorse thereon the date, amount and maturity of its
Loans and payments with respect thereto.

     Borrower, for itself, its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.

     Borrower agrees to pay all collection expenses, court costs and Attorney
Costs (whether or not litigation is commenced) which may be incurred by
Administrative Agent or Lender in connection with the collection or enforcement
of this Note.



                                        1

<PAGE>
     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.

                                        COMCAST CABLE COMMUNICATIONS, INC.


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


                                        2

<PAGE>
                     LOANS AND PAYMENTS WITH RESPECT THERETO
                     ---------------------------------------

                                          Amount of
                                          Principal    Outstanding
        Type of   Amount of    End of    or Interest    Principal
         Loan       Loan      Interest    Paid This      Balance      Notation
 Date    Made       Made       Period       Date        This Date      Made By
------ --------- ----------- ---------- ------------- -------------- -----------















                                        3

<PAGE>
                                    EXHIBIT D

                        FORM OF ASSIGNMENT AND ACCEPTANCE
                        ---------------------------------
                                                                          , 200_
                                                          ----------------

     Reference is made to that certain 364-Day Revolving Credit Agreement dated
as of July 17, 2001, among Comcast Cable Communications, Inc., a Delaware
corporation ("Borrower"), Lenders from time to time party thereto, and Bank of
America, N.A., as Administrative Agent (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the
"Agreement;" the terms defined therein being used herein as therein defined).
The assignor identified on the signature page hereto ("Assignor") and the
assignee identified on the signature page hereto ("Assignee") agree as follows:

     1. (a) Subject to Paragraph 11, effective as of the date written on Annex 1
hereto (the "Effective Date"), Assignor irrevocably sells and assigns to
Assignee without recourse to Assignor, and Assignee hereby irrevocably purchases
and assumes from Assignor without recourse to Assignor, the interest described
on Annex 1 hereto (the "Assigned Interest") in and to Assignor's rights and
obligations under the Agreement.

     (b) From and after the Effective Date, (i) Assignee shall be a party under
the Agreement and will have all the rights and obligations of a Lender for all
purposes under the Loan Documents to the extent of the Assigned Interest and be
bound by the provisions thereof, and (ii) Assignor shall relinquish its rights
and be released from its obligations under the Agreement to the extent of the
Assigned Interest. Assignor and/or Assignee, as agreed by Assignor and Assignee,
shall deliver to Administrative Agent any applicable assignment fee required
under Section 10.04(c) of the Agreement.

     2. On the Effective Date, Assignee shall pay to Assignor, in immediately
available funds, an amount equal to the purchase price of the Assigned Interest
as agreed upon by Assignor and Assignee.

     3. Assignor and Assignee agree that all payments of principal, interest,
fees and other amounts in respect of the Assigned Interest accruing from and
after the Effective Date shall be for the account of Assignee, and all payments
of such amounts in respect of the Assigned Interest accruing prior to the
Effective Date shall remain for the account of Assignor. Assignor and Assignee
hereby agree that if either receives any payment of such amounts which is for
the account of the other, it shall hold the same in trust for such party and
shall promptly pay the same to such party.

     4. Assignor represents and warrants to Assignee that:

          (a) Assignor is the legal and beneficial owner of the Assigned
     Interest, and the Assigned Interest is free and clear of any adverse claim;

          (b) The Assigned Interest listed on Annex 1 accurately and completely
     sets forth the amount of all Outstanding Obligations relating to the
     Assigned Interest as of the Effective Date;



                                        1

<PAGE>
          (c) It has the power and authority and the legal right to make,
     deliver and perform, and has taken all necessary action, to authorize the
     execution, delivery and performance of this Assignment and Acceptance, and
     any and all other documents delivered by it in connection herewith and to
     fulfill its obligations under, and to consummate the transactions
     contemplated by, this Assignment and Acceptance and the Loan Documents, and
     no consent or authorization of, filing with, or other act by or in respect
     of any Governmental Authority, is required in connection in connection
     herewith or therewith; and

          (d) This Assignment and Acceptance constitutes the legal, valid and
     binding obligation of Assignor.

     Assignor makes no representation or warranty and assumes no responsibility
with respect to the financial condition of Borrower or the performance by
Borrower of its obligations under the Loan Documents, and assumes no
responsibility with respect to any statements, warranties or representations
made under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
other than as expressly set forth above.

     5. Assignee represents and warrants to Assignor and Administrative Agent
that:

          (a) It is eligible to purchase the Assigned Interest pursuant to
     Section 10.04 of the Agreement;

          (b) It has the power and authority and the legal right to make,
     deliver and perform, and has taken all necessary action, to authorize the
     execution, delivery and performance of this Assignment and Acceptance, and
     any and all other documents delivered by it in connection herewith and to
     fulfill its obligations under, and to consummate the transactions
     contemplated by, this Assignment and Acceptance and the Loan Documents, and
     no consent or authorization of, filing with, or other act by or in respect
     of any Governmental Authority, is required in connection in connection
     herewith or therewith;

          (c) This Assignment and Acceptance constitutes the legal, valid and
     binding obligation of Assignee;

          (d) Under applicable Laws no tax will be required to be withheld by
     Administrative Agent or Borrower with respect to any payments to be made to
     Assignee hereunder or under any Loan Document, and prior to or concurrently
     with Administrative Agent's receipt of this Assignment and Acceptance,
     Assignee has delivered to Administrative Agent any tax forms required by
     Section 10.20 of the Agreement; and

          (e) Assignee has received a copy of the Agreement, together with
     copies of the most recent financial statements delivered pursuant thereto,
     and such other documents and information as it has deemed appropriate to
     make its own credit analysis and decision to enter into this Assignment and
     Acceptance. Assignee has independently and without reliance upon Assignor
     or Administrative Agent and based on such information as Assignee has
     deemed appropriate, made its own credit analysis and decision to enter into
     this Agreement. Assignee


                                        2

<PAGE>
     will, independently and without reliance upon Administrative Agent or any
     Lender, and based upon 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 the Agreement.

     6. Assignee appoints and authorizes Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
the Agreement, the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto as are delegated to Administrative Agent by
the terms thereof, together with such powers as are incidental thereto.

     7. If either Assignee or Assignor desires a Note to evidence its Loans, it
shall request Administrative Agent to procure a Note from Borrower.

     8. Assignor and Assignee agree to execute and deliver such other
instruments, and take such other action, as either party may reasonably request
in connection with the transactions contemplated by this Assignment and
Acceptance.

     9. This Assignment and Acceptance shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns; provided
however, that Assignee shall not assign its rights or obligations hereunder
without the prior written consent of Assignor and any purported assignment,
absent such consent, shall be void.

     10. This Assignment and Acceptance may be executed by facsimile signatures
with the same force and effect as if manually signed and may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Assignment and
Acceptance shall be governed by and construed in accordance with the laws of the
state specified in the Agreement.

     11. The effectiveness of the assignment described herein is subject to:

          (a) If such consent is required by the Agreement, Assignor and
     Assignee obtaining the consent of Administrative Agent and Borrower to the
     assignment described herein. By delivering a copy of this Assignment and
     Acceptance to Administrative Agent, Assignor and Assignee hereby request
     any such required consent and request that Administrative Agent register
     Assignee as a Lender under the Agreement effective as of the Effective
     Date.

          (b) Receipt by Administrative Agent of (or other arrangements
     acceptable to Administrative Agent with respect to) any applicable
     assignment fee referred to in Section 10.04(c) of the Agreement and any tax
     forms required by Section 10.20 of the Agreement.

     By signing below, Administrative Agent agrees to register Assignee as a
Lender under the Agreement, effective as of the Effective Date with respect to
the Assigned Interest and will adjust the registered Pro Rata Share of Assignor
under the Agreement to reflect the assignment of the Assigned Interest.



                                        3

<PAGE>
     12. Attached hereto as Annex 2 is all contact, address, account and other
administrative information relating to Assignee.

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

                                        Assignor:

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


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


                                        Assignee:

[__] Tax forms required by              ----------------------------------------

     Section 10.20 of the Agreement
     included
                                        By:
                                           -------------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

(Signatures continue)




                                        4

<PAGE>
In   accordance   with  and  subject  to
Section  10.04 of the Credit  Agreement,
the undersigned consent to the foregoing
assignment as of the Effective Date:


COMCAST CABLE COMMUNICATIONS, INC.


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


BANK OF AMERICA, N.A.,
as Administrative Agent


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



                                        5

<PAGE>
                      ANNEX 1 TO ASSIGNMENT AND ACCEPTANCE

                              THE ASSIGNED INTEREST
                              ---------------------

Effective Date: ______________________



                       Amount of Outstanding Obligations   Assigned Pro Rata
 Assigned Commitment               assigned                     Share
-----------------------------------------------------------------------------
$____________________ $__________________________________ __________________%






                                        6

<PAGE>
                      ANNEX 2 TO ASSIGNMENT AND ACCEPTANCE

                             ADMINISTRATIVE DETAILS
                             ----------------------

(Assignee  to list  names of credit  contacts,  addresses,  phone and  facsimile
     numbers, electronic mail addresses and account and payment information)




                                        7

<PAGE>
                                    EXHIBIT E

                     FORM OF OPINION OF COUNSEL TO BORROWER

July 17, 2001

To the Lenders party to the 364-Day Revolving Credit Agreement referred to
below, and to Bank of America, N.A., as Administrative Agent thereunder

We have acted as counsel to Comcast Cable Communications, Inc., a Delaware
corporation ("Borrower") in connection with the 364-Day Revolving Credit
Agreement (the "Credit Agreement") dated as of July 17_, 2001, among Borrower,
the Lenders party thereto, and Bank of America, N.A., as Administrative Agent.
Except as otherwise provided herein, terms defined in the Credit Agreement are
used herein as defined therein. This opinion letter is being delivered pursuant
to Section 4.01(a)(vi) of the Credit Agreement.

In rendering the opinions expressed below, we have examined the following
agreements, instruments and other documents:

          (a)  the Credit Agreement;

          (b)  the Notes payable to Lenders requesting them; and

          (c)  a good standing certificate issued by the Secretary of State of
               the State of Delaware on July 17_, 2001 (the "Good Standing
               Certificate"), a certified copy of resolutions of the Board of
               Directors of the Borrower, dated July 17_, 2001 (the
               "Resolutions"), a certified copy of the by-laws of the Borrower
               (the "Bylaws"), a certified copy of the Certificate of
               Incorporation of the Borrower issued by the Secretary of State of
               the State of Delaware on July 17_, 2001 (the "Charter"), a
               Certificate of the Assistant Secretary of the Borrower, dated as
               of the date hereof, with the signatures of the authorized
               officers of the Borrower (the "Incumbency Certificate") and such
               records of the Borrower and such other documents as we have
               deemed necessary as a basis for the opinions expressed below.

The agreements and instruments referred to in the foregoing lettered clauses (a)
and (b) are collectively referred to as the "Loan Documents."

In our examination, we have assumed the genuineness of all signatures (other
than those of Borrower), the authenticity of all documents submitted to us as
originals and the conformity with authentic original documents of all documents
submitted to us as copies. When relevant facts were not independently
established, we have relied upon certificates of governmental officials and upon
representations made in or pursuant to the Loan Documents and certificates of
appropriate representatives of Borrower.



                                        1

<PAGE>
Based upon and subject to the foregoing and subject to the comments and
qualifications hereto, and having considered such questions of law as we have
deemed necessary as a basis for the opinions expressed below, we are of the
opinion that:

          1. Borrower is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Delaware. Borrower has all
     requisite corporate power and authority to carry on its business as now
     conducted as described in its most recent Annual Report on Form 10-K filed
     with the Securities and Exchange Commission (the "10-K").

          2. Borrower has all requisite corporate power to execute, deliver, and
     perform its obligations under the Loan Documents.

          3. The execution, delivery, and performance by Borrower of the Loan
     Documents have been duly authorized by all necessary corporate action on
     the part of Borrower.

          4. Each Loan Document has been duly executed and delivered by
     Borrower.

          5. The Loan Documents constitute the legal, valid and binding
     obligations of Borrower, enforceable against Borrower in accordance with
     their respective terms, except as may be limited by bankruptcy, insolvency,
     reorganization, fraudulent conveyance or transfer, moratorium or other
     similar laws relating to or affecting the rights of creditors generally and
     except as the enforceability of the Loan Documents is subject to the
     application of general principles of equity (regardless of whether
     considered in a proceeding in equity or at law), including, without
     limitation, (a) the possible unavailability of specific performance,
     injunctive relief or any other equitable remedy and (b) concepts of
     materiality, reasonableness, good faith and fair dealing.

          6. The execution, delivery and performance by Borrower of the Loan
     Documents (a) will not violate any applicable Law or the Charter or Bylaws
     of Borrower or, to our knowledge, any order of any Governmental Authority,
     (b) to our knowledge, will not result in a default under any material
     indenture, agreement or other instrument binding upon Borrower or its
     assets, and (c) to our knowledge, will not result in the creation or
     imposition of any Lien on any asset of Borrower.


          7. We have no knowledge of any litigation, investigation, or
     proceeding of or before an arbitrator or Governmental Authority now pending
     against or threatened against Borrower that, if determined adversely, has a
     Material Adverse Effect.

          8. Borrower is not an "investment company" as defined in, or subject
     to registration under, the Investment Company Act of 1940.

          9. Borrower is not a "holding company," or a "subsidiary company" of a
     "holding company" or an "affiliate" of a "holding company" or of a
     "subsidiary company" of a "holding company," within the meaning of the
     Public Utility Act of 1935.



                                        2

<PAGE>
Our opinions expressed above are limited to matters involving the Federal Laws
of the United States of America, the laws of the Commonwealth of Pennsylvania,
the laws of the State of New York and the General Corporation Law of the State
of Delaware. To the extent that this opinion is based on the laws of the State
of New York, we have, with your permission, relied exclusively on the opinion of
Howe & Addington LLP, a copy of which is attached hereto, and any opinion herein
based on New York law is subject to the qualifications and limitations set forth
in such opinion. Further, we express no opinion concerning (1) the effects of
any local law and regulation, or (2) federal or state laws, rules or regulations
governing securities or "blue sky", antitrust or unfair competition, compliance
with fiduciary duty, taxation, environmental liability, or any regulated aspect
of the communications business, including without limitation, the Federal
Communications Act.

When any opinion is subject to the qualification "to our knowledge" or words of
similar import, it means that no one in the Primary Lawyer Group (as defined
below) has actual knowledge of facts which are contrary to the opinion rendered,
without having undertaken independent investigation or verification of any such
facts. The words "actual knowledge" mean the conscious attention to such
information by the Primary Lawyer Group. The phrase "Primary Lawyer Group"
includes only lawyers who are currently members of or employed by this firm who
have been involved in the preparation of this letter or involved in the
representation of the Borrower in connection with the transaction that is the
subject of this letter.

The opinions set forth above are subject to the following qualifications and
limitations:

     (A) We have assumed the legal capacity of all individuals executing any of
the Loan Documents.

     (B) We express no opinion as to the enforceability of any provisions in any
Loan Document imposing penalties, forfeitures, late payment charges, prepayment
premiums, or an increase in interest rate upon the occurrence of a default or an
event of default to the extent the same are deemed to be unenforceable
penalties.

     (C) We express no opinion as to the enforceability of any provision of any
Loan Document which is intended to permit modification thereof only by means of
any agreement in writing by the parties thereto;

     (D) We express no opinion as to the enforceability of provisions contained
in any Loan Document which purport to constitute or provide for the waiver and
release of any rights, claims, defenses, counterclaims or remedies of the
Borrower (including, without limitation, waiver of the applicable statute of
limitations in advance of the accrual of a cause of action) to the extent such
waiver or release may not be given under applicable law.

     (E) We express no opinion concerning the financial condition or solvency of
the Borrower, nor do we express any opinion concerning the effect of any action,
suit, proceeding, litigation or transaction (including, without limitation, the
transactions contemplated in the Credit Agreement) upon either (1) the financial
condition of the Borrower or (2) any financial covenants which the Borrower may
have agreed to in the Loan Documents.



                                        3

<PAGE>
     (F) We express no opinion as to the enforceability of any provision of any
Loan Document to the extent that such provision constitutes a waiver of
illegality as a defense to performance of contract obligations.

     (G) The opinion set forth in the first sentence of paragraph 1 above is
based on our review of the Good Standing Certificate and the 10-K. The opinions
set forth in paragraphs 2 and 3 above are based on our review of the Charter,
Bylaws, Resolutions and applicable law. The opinion set forth in paragraph 4 is
based on our review of the Charter, Bylaws, Resolutions, Incumbency Certificate
and applicable law. The opinions set forth in paragraphs 7 and 9 are based on
our review of the 10-K and applicable law. The opinion set forth in paragraph 8
is based on our review of the 10-K, Comcast Corporation's most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission and
applicable law.

     (H) No opinion is expressed as to the enforceability of any of the
following kinds of provisions in the Loan Documents: (1) provisions for
self-help except as permitted by applicable law; (2) provisions which purport to
establish evidentiary standards; (3) provisions relating to the non-waiver of
your rights; (4) provisions containing powers of attorney; (5) provisions which
would provide for interest in excess of the "legal rate" permitted under
applicable law; and (6) provisions which purport to create obligations to
indemnify you, except as permitted by applicable law.

The foregoing opinions are being furnished solely for the benefit of
Administrative Agent, Lenders and any participants or assignees as specified in
Section 10.04 of the Credit Agreement, and may not be relied upon by any other
Person or for any other purpose without our written consent.

Very truly yours,



DRINKER BIDDLE & REATH LLP





                                        4

<PAGE>
STEVEN B. CALLAHAN                                            EDWIN A. HOWE, JR.
BRUCE E. HOOD                                                     SENIOR COUNSEL
ANNE L. STRASSNER                                      TELEPHONE: (212) 490-1700
ROBERT W. BENJAMIN                                           FAX: (212) 490-0536
ANDREW J. PAL                                                     (212) 490-2574
R. SCOTT GREATHEAD                                       E-MAIL: LAW@HOWEADD.COM
------------------                                     WEB SITE: WWW.HOWEADD.COM

CINDY G. FINE
R. ANDREW SHORE
STEPHANIE E. BUSLOFF


July 17, 2001


Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania  19103

Re:  364-Day Revolving Credit Agreement, dated as of July 17, 2001 (the "Credit
     Agreement"), among Comcast Cable Communications, Inc., a Delaware
     corporation (the "Borrower"), the Lenders party thereto and Bank of
     America, N. A., as Administrative Agent

Dear Ladies and Gentlemen:

We have acted as special New York counsel to you in support of your role as
special counsel to the Borrower in connection with the execution and delivery of
the Credit Agreement. Unless otherwise indicated, capitalized terms used but not
defined herein shall have the respective meanings set forth in the Credit
Agreement.

In connection with this opinion, we have examined the Credit Agreement and the
Notes (collectively, the "Loan Documents") in a form that you have confirmed to
us has been signed by all parties thereto. We also have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. In addition, we have examined, and have relied as to
matters of fact upon, the representations made in the Loan Documents. We have
not undertaken any independent investigation of factual matters.

In rendering the opinion set forth below, we have assumed the genuineness of all
signatures, the legal capacity of natural persons executing the Loan Documents,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic, original documents of all documents submitted to us as
copies.

In rendering the opinion set forth below, we have assumed that (1) each of the
Loan Documents has been duly authorized by, and is a valid and legally binding
obligation of, each of the Lenders party thereto and Bank of America, N.A., as
Administrative Agent (collectively, "Addressees") and (2)(a) the Borrower is


                                        5

<PAGE>
duly organized, validly existing and in good standing under the laws of Delaware
and has duly authorized, executed and delivered the Loan Documents in accordance
with its Certificate of Incorporation, By-Laws and applicable resolutions of its
stockholders and board of directors, (b) execution, delivery and performance by
the Borrower of the Loan Documents does not violate the laws of Delaware or any
other applicable laws (excepting the laws of the State of New York) and (c)
execution, delivery and performance by the Borrower of the Loan Documents does
not constitute a breach or violation of, or result in, or require, the creation
or imposition of, any Lien under, any contract, agreement or instrument which is
binding upon the Borrower. As used herein, the term "Requirement of Law" shall
mean, and shall be limited to, the laws of the State of New York (other than the
categories excluded from this opinion and other than any judicial,
administrative or other governmental order, decree, ruling or proceeding that
may be applicable to the Borrower) that in our experience are normally
applicable to general business corporations and to transactions of the type
contemplated by the Loan Documents.

Based upon and subject to the foregoing, and subject to the qualifications and
limitations set forth herein, we are of the opinion that:

     1. The Loan Documents constitute the legal, valid and binding obligations
of the Borrower, enforceable against the Borrower in accordance with their
respective terms.

     2. The execution and delivery by the Borrower of, and the performance by
the Borrower of its obligations under, the Loan Documents (a) does not violate
any Requirement of Law or, to our knowledge, any order of any Governmental
Authority of the State of New York and (b) to our knowledge, will not result in,
or require, the creation or imposition of any Lien on any of the Borrower's
properties or revenues pursuant to any such Requirement of Law, except to the
extent that all such violations and creation or imposition of Liens could not,
in the aggregate, have a Material Adverse Effect.

     3. We have no knowledge of any litigation, investigation or proceeding of
or before an arbitrator or Governmental Authority of or in the State of New York
now pending or threatened against Borrower that, if determined adversely, would
have a Material Adverse Effect.

Our opinion set forth above is subject to (i) the effects of bankruptcy,
insolvency, fraudulent conveyance or transfer, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (ii)
general principles of equity (whether considered in a proceeding in equity or at
law), including, without limitation, (a) the possible unavailability of specific
performance, injunctive relief or any other equitable remedy and (b) concepts of
materiality, reasonableness, good faith and fair dealing, and (iii) an implied
covenant of good faith and fair dealing.

     We express no opinion with respect to:

     (1) The enforceability of any provisions in any Loan Document imposing
penalties, forfeitures, late payment charges, prepayment premiums, or an
increase in the interest rate upon the occurrence of a default or an event of
default to the extent the same are deemed to be unenforceable penalties;

     (2) The enforceability of any provision of any Loan Document which is
intended to permit modification thereof only by means of any agreement in
writing by the parties thereto;


                                        6

<PAGE>
     (3) The enforceability of provisions contained in any Loan Document which
purport to constitute or provide for the waiver and release of any rights,
claims, defenses, counterclaims or remedies of the Borrower (including, without
limitation, waiver of the applicable statute of limitations in advance of the
accrual of a cause of action) to the extent such waiver or release may not be
given under applicable law;

     (4) The financial condition or solvency of the Borrower, nor do we express
any opinion concerning the effect of any action, suit, proceeding, litigation or
transaction (including, without limitation, the transactions contemplated in the
Credit Agreement) upon either (a) the financial condition of the Borrower or (b)
any financial covenants which the Borrower may have agreed to in the Loan
Documents;

     (5) The enforceability of any provision of any Loan Document to the extent
that such provision constitutes a waiver of illegality as a defense to
performance of contract obligations;

     (6) The enforceability of any of the following kinds of provisions in the
Loan Documents: (a) provisions for self-help except as permitted by applicable
law; (b) provisions which purport to establish evidentiary standards; (c)
provisions relating to the non-waiver of any of Addressees' rights; (d)
provisions containing powers of attorney; (e) provisions which would provide for
interest in excess of the "legal rate" permitted under applicable law; and (f)
provisions which purport to create obligations to indemnify the Addressees,
except as permitted by applicable law;

     (7) Federal or state laws, rules or regulations governing securities or
"blue sky," antitrust or unfair competition, compliance with fiduciary duty,
taxation environmental liability or any regulated aspect of the communications
business, including, without limitation, the Federal Communications Act.

Our opinions expressed herein are limited to the Requirements of Law (without
our having made any investigation as to any other laws), and we do not express
any opinion herein concerning any other laws.

When any opinion is subject to the qualification "to our knowledge" or words of
similar import, it means that, without having undertaken independent
investigation or verification, no one in the Primary Lawyer Group, as defined
below, has actual knowledge of facts contrary to the opinion rendered. The words
"actual acknowledge" mean the conscious attention to such information by the
Primary Lawyer Group. The phrase "Primary Lawyer Group" includes only attorneys
who are currently members or employed by this firm who have been involved in the
review of the Loan Documents and/or the preparation of this letter.

This opinion letter is rendered to you in connection with the above-described
transaction. This opinion letter may not be relied upon by you for any purpose
other than to the extent necessary for purposes of rendering your opinion of
even date herewith to the Addressees in connection with the Loan Documents, nor
may this opinion letter be relied upon by any other person, firm or corporation
without our prior written consent.

The opinions set forth herein are as of the date hereof, and we hereby disclaim
any obligation to advise you of any change in any matter set forth herein which
may hereafter arise.



                                        7

<PAGE>
Very truly yours,



Howe & Addington LLP



                                        8