<PAGE>   1
                                                                    EXHIBIT 10.1



                                                         Draft of 11 August 2000
                                             Revised from Draft of 7 August 2000


                                  $110,000,000



CREDIT AGREEMENT


                            DATED AS OF AUGUST , 2000

                                      AMONG

                        NORTHLAND CABLE TELEVISION, INC.,


                             BANK OF AMERICA, N.A.,
                    AS ADMINISTRATIVE AGENT AND ISSUING BANK,


                                BANK OF MONTREAL,
                              AS SYNDICATION AGENT,

                          US BANK, NATIONAL ASSOCIATION
                           AS CO-DOCUMENTATION AGENT,

                      GENERAL ELECTRIC CAPITAL CORPORATION
                            AS CO-DOCUMENTATION AGENT


                                       AND


                            THE LENDERS PARTY HERETO,


<PAGE>   2
                                   AS LENDERS


                         BANC OF AMERICA SECURITIES LLC,
                     AS SOLE LEAD ARRANGER AND BOOK MANAGER

<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
ARTICLE I.  DEFINITIONS......................................................................1

  1.01.   Definitions........................................................................1
  1.02.   Accounting and Other Terms........................................................26

ARTICLE II.  AMOUNTS AND TERMS OF ADVANCES..................................................26

  2.01.   Loans.............................................................................26
  2.02.   Making Advances...................................................................27
  2.03.   Evidence of Indebtedness..........................................................30
  2.04.   Reduction of Commitment...........................................................30
  2.05.   Prepayments.......................................................................31
  2.06.   Repayment.........................................................................33
  2.07.   Interest..........................................................................35
  2.08.   Default Interest..................................................................36
  2.09.   Continuation and Conversion Elections.............................................36
  2.10.   Fees..............................................................................38
  2.11.   Funding Losses....................................................................38
  2.12.   Computations and Manner of Payments...............................................39
  2.13.   Yield Protection..................................................................39
  2.14.   Use of Proceeds...................................................................42
  2.15.   Collateral and Collateral Call....................................................42
  2.16.   Extension Option and Conversion Option Relating to the Revolver
            A Loan..........................................................................43
  2.17.   Uncommitted Increase of the Revolver B Commitment.................................45

ARTICLE III.  LETTERS OF CREDIT.............................................................47

  3.01.   Issuance and Amendment of Letters of Credit.......................................47
  3.02.   Letters of Credit Fee.............................................................48
  3.03.   Reimbursement Obligations.........................................................48
  3.04.   Lenders' Obligations..............................................................49
  3.05.   Issuing Bank's Obligations........................................................50
  3.06.   Special Provisions Relating to Evergreen Letters of Credit........................50

ARTICLE IV.  CONDITIONS PRECEDENT...........................................................51

  4.01.   Conditions Precedent to the Initial Advance.......................................51
  4.02.   Conditions Precedent to All Advances and Letters of Credit........................54
</TABLE>



                                       i
<PAGE>   4
<TABLE>
<S>                                                                                         <C>
ARTICLE V.  REPRESENTATIONS AND WARRANTIES..................................................55

  5.01.   Organization and Qualification....................................................55
  5.02.   Due Authorization; Validity.......................................................55
  5.03.   Conflicting Agreements and Other Matters..........................................56
  5.04.   Financial Statements..............................................................56
  5.05.   Litigation........................................................................56
  5.06.   Compliance With Laws Regulating the Incurrence of Debt............................56
  5.07.   Licenses, Title to Properties, and Related Matters................................57
  5.08.   Outstanding Debt and Liens........................................................58
  5.09.   Taxes.............................................................................58
  5.10.   ERISA.............................................................................59
  5.11.   Environmental Laws................................................................59
  5.12.   Disclosure........................................................................60
  5.13.   Investments; Subsidiaries.........................................................60
  5.14.   Certain Fees......................................................................60
  5.15.   Intellectual Property.............................................................60
  5.16.   Perfection of Security Interest...................................................61
  5.17.   Year 2000.........................................................................61
  5.18.   Survival of Representations and Warranties, etc...................................61
  5.18.   Qualified Commercial Loan.........................................................62

ARTICLE VI.  AFFIRMATIVE COVENANTS..........................................................62

  6.01.   Compliance with Laws and Payment of Debt..........................................62
  6.02.   Insurance.........................................................................62
  6.03.   Inspection Rights.................................................................63
  6.04.   Records and Books of Account; Changes in GAAP.....................................63
  6.05.   Reporting Requirements............................................................63
  6.06.   Use of Proceeds...................................................................65
  6.07.   Maintenance of Existence and Assets...............................................66
  6.08.   Payment of Taxes..................................................................66
  6.09.   INDEMNITY.........................................................................66
  6.10.   Interest Rate Hedging.............................................................67
  6.11.   Authorizations and Material Agreements............................................67
  6.12.   Intercompany Notes................................................................68
  6.13.   Further Assurances................................................................68
  6.14.   Subsidiaries and Other Obligors...................................................68
  6.15.   Year 2000.........................................................................68
  6.16.   Management Fees...................................................................68
</TABLE>



                                       ii
<PAGE>   5
<TABLE>
<S>                                                                                         <C>
ARTICLE VII.  NEGATIVE COVENANTS............................................................69

  7.01.   Financial Covenants...............................................................69
  7.02.   Debt..............................................................................70
  7.03.   Contingent Liabilities............................................................70
  7.04.   Liens.............................................................................71
  7.05.   Dispositions of Assets............................................................71
  7.06.   Distributions and Restricted Payments.............................................71
  7.07.   Merger; Consolidation.............................................................71
  7.08.   Business..........................................................................71
  7.09.   Transactions with Affiliates......................................................71
  7.10.   Loans and Investments.............................................................71
  7.11.   Fiscal Year and Accounting Method.................................................72
  7.12.   Issuance of Capital Stock; Amendment of Charter...................................72
  7.13.   Change of Ownership...............................................................72
  7.14.   Sale and Leaseback................................................................72
  7.15.   Compliance with ERISA.............................................................72
  7.16.   Rate Swap Exposure................................................................73
  7.17.   Subsidiaries and Other Obligors...................................................73
  7.18.   Change in Management..............................................................73
  7.19.   Amendments to Material Agreements.................................................73
  7.20.   Acquisitions......................................................................73
  7.21.   Designated Senior Debt............................................................73

ARTICLE VIII.  EVENTS OF DEFAULT............................................................74

  8.01.   Events of Default.................................................................74
  8.02.   Remedies Upon Default.............................................................77
  8.03.   Cumulative Rights.................................................................78
  8.04.   Waivers...........................................................................78
  8.05.   Performance by Administrative Agent or any Lender.................................79
  8.06.   Expenditures......................................................................79
  8.07.   Control...........................................................................79
  8.08.   Notice of Default.................................................................79

ARTICLE IX.  THE ADMINISTRATIVE AGENT.......................................................80

  9.01.   Authorization and Action..........................................................80
  9.02.   Administrative Agent's Reliance, Etc..............................................80
  9.03.   Bank of America, N.A. and Affiliates..............................................81
  9.04.   Lender Credit Decision............................................................81
  9.05.   Indemnification by Lenders........................................................81
</TABLE>



                                      iii
<PAGE>   6
<TABLE>
<S>                                                                                         <C>
  9.06.   Successor Administrative Agent....................................................82
  9.07.   Delegation of Duties..............................................................82

ARTICLE X.  MISCELLANEOUS...................................................................83

  10.01.  Amendments and Waivers............................................................83
  10.02.  Notices...........................................................................83
  10.03.  Parties in Interest...............................................................85
  10.04.  Assignments and Participations....................................................86
  10.05.  Sharing of Payments...............................................................87
  10.06.  Right of Set-off..................................................................87
  10.07.  Costs, Expenses, and Taxes........................................................87
  10.08.  Rate Provision....................................................................88
  10.09.  Severability......................................................................89
  10.10.  Exceptions to Covenants...........................................................89
  10.11.  Counterparts......................................................................89
  10.12.  GOVERNING LAW; WAIVER OF JURY TRIAL...............................................90
  10.13.  ARBITRATION.......................................................................90
  10.14.  ENTIRE AGREEMENT..................................................................91
  10.15.  Qualified Commercial Loan.........................................................92
  10.16.  Conflicts.........................................................................92
</TABLE>



                                    iv
<PAGE>   7
                         TABLE OF SCHEDULES AND EXHIBITS



                                    SCHEDULES

Schedule 1.01   CATV Systems
Schedule 5.01   Organization and Qualification of the Borrower and its
                Subsidiaries
Schedule 5.03   Consents under Material Agreements
Schedule 5.05   Litigation
Schedule 5.07a  Authorizations
Schedule 5.07b  County and State Locations of Assets
Schedule 5.08a  Debt, Contingent Liabilities and Liens of Borrower and each
                other Borrower Subsidiary in Existence on the Closing Date
Schedule 5.08b  Intercompany Notes
Schedule 5.11   Environmental Liabilities of the Parent, the Borrower and the
                Borrower's Subsidiaries on the Closing Date
Schedule 5.13   Investments
Schedule 7.09   Permitted Affiliate Transactions

                                    EXHIBITS


Exhibit A - Note (Evidencing Revolver A Loan)
Exhibit B - Note (Evidencing the Revolver B Loan)
Exhibit C - Security Agreement
Exhibit D - Compliance Certificate
Exhibit E - Conversion/Continuation Notice
Exhibit F - Borrowing Notice
Exhibit G - Assignment and Acceptance
Exhibit H - Note (Evidencing Term Loan)
Exhibit I - Form of Opinion
Exhibit J - Form of FCC Opinion



                                       v
<PAGE>   8
                        NORTHLAND CABLE TELEVISION, INC.

                                  $110,000,000

                                CREDIT AGREEMENT


        THIS CREDIT AGREEMENT is dated as of August , 2000, among NORTHLAND
CABLE TELEVISION, INC., a Washington corporation ("Borrower"), the Lenders from
time to time party hereto or to an Assignment and Acceptance, BANK OF MONTREAL,
as a Lender and as Syndication Agent, US BANK, NATIONAL ASSOCIATION as a Lender
and as Co-Documentation Agent, GENERAL ELECTRIC CAPITAL CORPORATION as a Lender
and as Co-Documentation Agent, and BANK OF AMERICA, N.A., a national banking
association, as a Lender, Issuing Bank, and Administrative Agent.

                                   BACKGROUND

        Lenders have been requested to provide to Borrower (i) a $35 million
364-day revolving credit loan with a term out option, (ii) a $40 million
revolving credit facility with a $5 million letter of credit sublimit, (iii) a
$35 million term loan, and (iv) a $50 million uncommitted credit facility.

                                    AGREEMENT

        NOW, THEREFORE, for valuable consideration hereby acknowledged, the
parties hereto agree as follows:

                             ARTICLE I. DEFINITIONS

        1.01. Definitions. As used in this Agreement, the following terms have
the respective meanings indicated below (such meanings to be applicable equally
to both the singular and plural forms of such terms):

        "Administrative Agent" means Bank of America, N.A., in its capacity as
Administrative Agent hereunder, or any successor Administrative Agent appointed
pursuant to Section 9.06 hereof.



                                       1
<PAGE>   9
         "Advance" means a Revolver A Advance, a Revolver B Advance, or a Term
Loan Advance.

             "Affiliate" means a Person that directly, or indirectly through one
 or more intermediaries, Controls or is Controlled By or is Under Common Control
 with another Person.

        "Affiliate Acquisition" means the acquisition of (a) the all of the
capital stock, partnership interest, limited liability company interest or other
ownership interest or (b) all or a portion of the assets of an Affiliate by the
Borrower.

        "Agreement" means this Credit Agreement, as hereafter amended, modified,
or supplemented in accordance with its terms.

        "Annualized Operating Cash Flow" means, as of any date of determination,
the product of (a) Operating Cash Flow for Borrower's and its Subsidiaries' most
recently ended fiscal quarter, times (b) four.

        "Applicable Law" means (a) in respect of any Person, all provisions of
Laws applicable to such Person, and all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a party
and (b) in respect of contracts made or performed in the State of Texas,
"Applicable Law" shall also mean the laws of the United States of America,
including, without limiting the foregoing, 12 USC Sections 85 and 86, as amended
to the date hereof and as the same may be amended at any time and from time to
time hereafter, and any other statute of the United States of America now or at
any time hereafter prescribing the maximum rates of interest on loans and
extensions of credit, and the laws of the State of Texas. Borrower agrees that
the provisions of Chapter 303 of the Texas Finance Code, as amended, shall not
apply to the Advances hereunder.

        "Applicable Margin" means with respect to the Base Rate Advances under
the Facility, 1.75% per annum and (ii) with respect to LIBOR Advances, 2.75% per
annum. Notwithstanding the foregoing, effective three Business Days after
receipt by the Administrative Agent from Borrower of a Compliance Certificate
delivered to the Lenders for any reason and demonstrating a change in the
Leverage Ratio to an amount so that another Applicable Margin should be applied
pursuant to the table set forth below, the Applicable Margin for each type of
Advance shall mean the respective amount set forth below opposite such relevant
Leverage Ratio in Columns A and B below, in each case until the first succeeding
Quarterly Date which is at least three Business Days after receipt by the
Administrative Agent from Borrower of a Compliance Certificate, demonstrating a
change in the Leverage Ratio to an amount so that another Applicable Margin
shall be applied; provided that, if there exists a Default or Event of Default
or if the Leverage Ratio shall at any time exceed or equal 6.75 to 1.00, the
Applicable Margin shall again be the respective amounts first set forth in this
definition, subject to Section 2.08 hereof;



                                       2
<PAGE>   10

provided further, that the Applicable Margin in effect on the Closing Date shall
be determined pursuant to a Compliance Certificate delivered on the Closing
Date, provided, further, that if Borrower fails to deliver any financial
statements to the Administrative Agent within the required time periods set
forth in Sections 6.05(a) and Section 6.05(b) hereof, the Applicable Margin
shall again be the respective amounts first set forth in this definition,
subject to Section 2.08 hereof, until the date which is three Business Days
after the Administrative Agent receives financial statements from Borrower which
demonstrate that another Applicable Margin should be applied pursuant to the
table set forth below; and provided further, that the Applicable Margin shall
never be a negative number.



<TABLE>
<CAPTION>
                                   COLUMN A      COLUMN B
Leverage Ratio                     Base Rate       LIBOR
--------------                     ---------     --------
<S>                                <C>           <C>
Greater than or equal
 to 6.50 to 1.00                     1.75%        2.75%

Greater than or equal to
6.00 to 1.00 but less than
6.50 to 1.00                         1.50%        2.50%

Greater than or equal to
5.50 to 1.00 but less than
6.00 to 1.00                         1.25%        2.25%

Greater than or equal to
5.00 to 1.00 but less than
5.50 to 1.00                         1.00%        2.00%

Greater than or equal to
4.50 to 1.00 but less than
5.00 to 1.00                         0.75%        1.75%

Greater than or equal to
4.00 to 1.00 but less than
4.50 to 1.00                         0.50%        1.50%


Less than 4.00 to 1.00               0.25%        1.25%
</TABLE>



                                       3
<PAGE>   11
        "Application" means any stand-by letter of credit application delivered
to Administrative Agent for or in connection with any Stand-By Letter of Credit
pursuant to Article III hereof, in Administrative Agent's standard form for
stand-by letters of credit.

        "Asset Sale" means any sale, disposition, liquidation, conveyance or
transfer by Borrower or any Borrower Subsidiary of any Property (or portion
thereof) or an interest (other than Permitted Liens or a Lien granted to the
Administrative Agent on behalf of the Lenders) therein, other than in the
ordinary course of business.

        "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an Eligible Assignee, and accepted by Administrative Agent,
in the form of Exhibit G hereto, as each such agreement may be amended,
modified, extended, restated, renewed, substituted or replaced from time to
time.

        "Auditor" means Arthur Andersen LLC, or other independent certified
public accountants selected by Borrower and reasonably acceptable to
Administrative Agent.

        "Authorizations" means all filings, recordings and registrations with,
and all validations or exemptions, approvals, orders, authorizations, consents,
Licenses, certificates and permits from, the FCC, applicable public utilities
and other federal, state and local regulatory or governmental bodies and
authorities or any subdivision thereof, including, without limitation, CATV
Franchises, FCC Licenses and Pole Agreements.

        "Authorized Officer" means any officer authorized by Borrower from time
to time of which the Administrative Agent has been notified in writing.

        "BankAffiliate" means the holding company of any Lender, or any
wholly-owned direct or indirect subsidiary of such holding company or of such
Lender.

        "Base Rate Advance" means an Advance bearing interest at the Base Rate.

        "Base Rate" means a fluctuating rate per annum as shall be in effect
from time to time equal to the lesser of (a) the sum of the Applicable Margin
plus the greater of (i) the Federal Funds Rate plus .50% and (ii) the rate of
interest as then in effect announced publicly by Bank of America, N.A. from time
to time as its U.S. dollar prime commercial lending rate (such rate may or may
not be the lowest rate of interest charged by Bank of America, N.A. from time to
time) and (b) the Highest Lawful Rate. The Base Rate shall be adjusted
automatically as of the opening of business on the effective date of each change
in the prime rate to account for such change.

        "Borrowing" means a borrowing under the Facility of the same Type made
on the same day.



                                       4
<PAGE>   12

        "Borrowing Notice" has the meaning set forth in Section 2.02(a) hereof.

        "Business Day" means a day of the year on which banks are not required
or authorized to close in Seattle, Washington and, if the applicable day relates
to any notice, payment or calculation related to a LIBOR Advance, London,
England.

        "Capital Expenditures" means the aggregate amount of all purchases or
acquisitions of items considered to be capital items under GAAP, and in any
event shall include the aggregate amount of items leased or acquired under
Capital Leases at the cost of the item, and the acquisition of realty, tools,
equipment, and fixed assets, and any deferred costs associated with any of the
foregoing.

        "Capital Leases" means capital leases and subleases, as defined in
accordance with GAAP.

        "Capital Stock" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital stock
of any Person that is a corporation, each class of partnership interests
(including without limitation, general, limited and preference units) in any
Person that is a partnership, and each membership interest in any Person that is
a limited liability company.

        "Cash Equivalents" means investments (directly or through a money market
fund) in (a) certificates of deposit and other interest bearing deposits or
accounts with United States commercial banks having a combined capital and
surplus of at least $300,000,000, which certificates, deposits, and accounts
mature within one year from the date of investment and are fully insured as to
principal by the FDIC, (b) obligations issued or unconditionally guaranteed by
the United States government, or issued by an agency thereof and backed by the
full faith and credit of the United States government, which obligations mature
within one year from the date of investment, (c) direct obligations issued by
any state or political subdivision of the United States, which mature within one
year from the date of investment and have the highest rating obtainable from
Standard & Poor's Ratings Group or Moody's Investors Services, Inc. on the date
of investment, and (d) commercial paper which has one of the three highest
ratings obtainable from Standard & Poor's Ratings Group or Moody's Investors
Services, Inc.

        "CATV Franchise" means, collectively, with respect to Borrower and its
Subsidiaries (a) any franchise, license, permit, wire agreement or easement
granted by any political jurisdiction or unit or other local, state or federal
franchising authority pursuant to which a Person has the right or license to
operate a CATV System, (b) any Pole Agreement, and (c) any legislation,
regulation, bill, ordinance, agreement or other instrument or document setting
forth all or any part of the terms of any FCC License or franchise, license,
permit, wire agreement or easement described in clause (a) of this definition.



                                       5
<PAGE>   13

        "CATV System" means any cable distribution system owned or acquired by
Borrower or any of its Subsidiaries which receives or when operational, will
receive, audio, video, digital, other broadcast signals or information or
telecommunications by cable, optical, antennae, microwave or satellite
transmission and which amplifies and transmits such signals to persons who pay
to receive such signals, which such CATV Systems are described on Schedule 1.01
hereto, together with any other CATV System acquired by Borrower or any
Subsidiary owned by Borrower or any Subsidiary from time to time.

        "Change of Control" means the occurrence of any of the following: (a)
any Person other than an Affiliate of the Borrower (an "Unrelated Person"),
together with any Affiliates thereof that are also Unrelated Persons, (i)
acquires or acquire (whether through legal or beneficial ownership, by contract
or otherwise), directly or indirectly, the right to vote more than 45% of the
total voting power of all classes of voting stock of either the Borrower or the
Parent or (ii) shall have elected, or caused to be elected, a sufficient number
of its or their nominees to the board of directors of the Borrower or the Parent
such that the nominees so elected (regardless of when elected) shall
collectively constitute a majority of the board of directors of either the
Borrower or the Parent, (b) the first day on which the Parent ceases to own a
majority of the outstanding equity interests of the Borrower, (c) the adoption
of a plan relating to the liquidation or dissolution of the Borrower, (d) the
Borrower consolidates with, or merges into, any Person or sells, assigns,
conveys, transfers, leases or otherwise disposes of all or substantially all of
its assets to any Person, or any Person consolidates with, or merges with or
into, the Borrower, in any such event pursuant to a transaction in which any of
the outstanding voting stock of the Borrower is converted into or exchanged for
voting stock of the surviving or transferee Person constituting a majority of
the outstanding shares of such voting stock of such surviving or transferee
Person (immediately after giving effect to such issuance, or (e) John Whetzell
shall cease to serve the Borrower as chairman of the board. For purposes of this
definition, "Person" includes any "group" as such term is used in Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, and "beneficial
ownership" shall have the meaning provided in Rule 13d-3 under the Securities
Exchange Act of 1934.

        "Closing Date" means the date hereof.

        "Code" means the Internal Revenue Code of 1986, as amended, and the
rules and regulations issued thereunder, as from time to time in effect.

        "Collateral" means all "collateral" referred to in any Loan Paper and
all other property which is or may be subject to a Lien in favor or for the
benefit of Administrative Agent on behalf of Lenders or any Lender to secure the
Obligations, including, without limitation, "Collateral" as defined in Section
2.15(a) hereof.

        "Commitment" means, in the aggregate, the Revolver A Commitment, the
Revolver B Commitment and the Term Loan Commitment.



                                       6
<PAGE>   14

        "Commitment Fee" means the fee described in Section 2.10(a) hereof.

        "Compliance Certificate" means a certificate of an Authorized Officer of
Borrower, in the form of Exhibit D hereto, (a) certifying that such individual
has no knowledge that a Default or Event of Default has occurred and is
continuing, or if a Default or Event of Default has occurred and is continuing,
a statement as to the nature thereof and the action being taken or proposed to
be taken with respect thereto, and (b) setting forth detailed calculations with
respect to each of the covenants described in Sections 7.01 hereof.

        "Consequential Loss," with respect to (a) Borrower's payment of all or
any portion of the then-outstanding principal amount of a LIBOR Advance on a day
other than the last day of the related Interest Period, including, without
limitation, payments made as a result of the acceleration of the maturity of a
Note, (b) (subject to Administrative Agents' prior consent), a LIBOR Advance
made on a date other than the date on which the Advance is to be made according
to Section 2.02(a) hereof or Section 2.09 hereof, or (c) any of the
circumstances specified in Section 2.04 hereof and Section 2.05 hereof on which
a Consequential Loss may be incurred, means any loss, cost or expense incurred
by any Lender as a result of the timing of the payment or Advance or in
liquidating, redepositing, redeploying or reinvesting the principal amount so
paid or affected by the timing of the Advance or the circumstances described in
Section 2.04 hereof and Section 2.05 hereof, which amount shall be the sum of
(i) the interest that, but for the payment or timing of Advance, such Lender
would have earned in respect of that principal amount, reduced, if such Lender
is able to redeposit, redeploy, or reinvest the principal amount, by the
interest earned by such Lender as a result of redepositing, redeploying or
reinvesting the principal amount plus (ii) any expense or penalty incurred by
such Lender by reason of liquidating, redepositing, redeploying or reinvesting
the principal amount. Each determination by each Lender of any Consequential
Loss is, in the absence of manifest error, conclusive and binding.

        "Contingent Liability" means, as to any Person, any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Debt or obligation of any other Person in any manner,
whether directly or indirectly, including without limitation any obligation of
such Person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Debt or to purchase (or to advance or
supply funds for the purchase of) any security for the payment of such Debt, (b)
to purchase Property or services for the purpose of assuring the owner of such
Debt of its payment, or (c) to maintain the solvency, working capital, equity,
cash flow, fixed charge or other coverage ratio, or any other financial
condition of the primary obligor so as to enable the primary obligor to pay any
Debt or to comply with any agreement relating to any Debt or obligation, and
shall, in any event, include any contingent obligation under any letter of
credit, application for any letter of credit or other related documentation.



                                       7
<PAGE>   15

        "Continue," "Continuation" and "Continued" each refer to the
continuation pursuant to Section 2.09 hereof of a LIBOR Advance from one
Interest Period to the next Interest Period.

        "Control" or "Controlled By" or "Under Common Control" mean possession,
direct or indirect, of power to direct or cause the direction of management or
policies (whether through ownership of voting securities, by contract or
otherwise); provided that, in any event (a) it shall include any director (or
Person holding the equivalent position) or executive officer (or Person holding
the equivalent position) of such Person or of any Affiliate of such Person, (b)
any Person which beneficially owns 5% or more (in number of votes) of the
securities having ordinary voting power for the election of directors of a
corporation shall be conclusively presumed to control such corporation, (c) any
general partner of any partnership shall be conclusively presumed to control
such partnership, (d) any other Person who is a member of the immediate family
(including parents, spouse, siblings and children) of any general partner of a
partnership, and any trust whose principal beneficiary is such individual or one
or more members of such immediate family and any Person who is controlled by any
such member or trust, or is the executor, administrator or other personal
representative of such Person, shall be conclusively presumed to control such
Person, and (e) no Person shall be deemed to be an Affiliate of a corporation
solely by reason of his being an officer or director of such corporation.

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

        "Conversion Date" means, with respect to the Revolver A Loan, the date
upon which (if any) the Revolver A Loan converts from a revolving loan to a term
loan, in accordance with the terms of Section 2.16(b) hereof.

        "Conversion Option" means, with respect to the Revolver A Loan, the
option that may be exercised by the Borrower on the Option Date or the Extension
Final Maturity in accordance with the terms of Section 2.16(b) hereof, to
convert the Revolver A Loan to a term loan.

        "Conversion or Continuance Notice" has the meaning set forth in Section
2.09(b) hereof.

        "Converted Term Loan" has the meaning set forth in Section 2.16(b)
hereof.

        "Cumulative Leakage Index" means the permitted index or range of
radiation leakage computed in accordance with the rules of the FCC and
applicable to CATV Systems.

        "Debt" means all obligations, contingent or otherwise, which in
accordance with GAAP are required to be classified on the balance sheet as
liabilities, and in any event including Capital Leases, Contingent Liabilities
that are required to be disclosed and quantified in notes to


                                       8
<PAGE>   16

consolidated financial statements in accordance with GAAP, and liabilities
secured by any Lien on any Property, regardless of whether such secured
liability is with or without recourse.

        "Debt for Borrowed Money" means, as to any Person, at any date, without
duplication, (a) all obligations of such Person for borrowed money, (b) all
obligations of such Person evidenced by bonds, debentures, notes, letters of
credit (or applications for letters of credit) or other similar instruments, (c)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (d) all obligations of such Person secured by a Lien on any assets or
property of any Person, and (e) Intercompany Notes.

        "Debtor Relief Laws" means applicable bankruptcy, reorganization,
moratorium, or similar Laws, or principles of equity affecting the enforcement
of creditors' rights generally.

        "Default" means any event specified in Section 8.01 hereof, whether or
not any requirement in connection with such event for the giving of notice,
lapse of time, or happening of any further condition has been satisfied.

        "Distribution" means, as to any Person, (a) any declaration or payment
of any distribution or dividend (other than a stock dividend) on, or the making
of any pro rata distribution, loan, advance, or investment to or in any holder
(in its capacity as a partner, shareholder or other equity holder) of, any
partnership interest or shares of capital stock or other equity interest of such
Person, or (b) any purchase, redemption, or other acquisition or retirement for
value of any shares of partnership interest, capital stock, membership interest
or other equity interest of such Person.

        "Eligible Assignee" means (a) any Bank Affiliate, (b) a commercial bank
organized under the laws of the United States, or any state thereof, and having
total assets in excess of $500,000,000; or (c) any other entity approved by both
Administrative Agent and, unless an Event of Default has occurred and is
continuing at the time any assignment is effected in accordance with Section
10.04 hereof, Borrower, such approval not to be unreasonably withheld or delayed
by Borrower or Administrative Agent and such approval to be deemed given by
Borrower if no objection is received by the assigning Lender and Administrative
Agent from Borrower within two Business Days after notice of such proposed
assignment has been provided by the assigning Lender to Borrower; provided,
however, that neither Borrower nor any of its Affiliates shall qualify as an
Eligible Assignee.

        "Environmental Claim" means any written notice by any Tribunal alleging
liability for damage to the environment, or by any Person alleging liability for
personal injury (including sickness, disease or death), resulting from or based
upon (a) the presence or release (including sudden or non-sudden, accidental or
non-accidental, leaks or spills) of any Hazardous Material at, in or from
property, whether or not owned by the Borrower or any of its Subsidiaries, or
(b)



                                       9
<PAGE>   17

circumstances forming the basis of any violation, or alleged violation, of
any Environmental Law.

        "Environmental Laws" means the Comprehensive Environmental Response,
Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the
Hazardous Material Transportation Act (49 U.S.C. Section 1801 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.)
("RCRA"), the Federal Water Pollution Control Act (33 U.S.C. Section 1251 et
seq.), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Toxic Substances
Control Act (15 U.S.C. Section 2601 et seq.), and the Occupational Safety and
Health Act (29 U.S.C. Section 651 et seq.) ("OSHA"), as such laws have been or
hereafter may be amended or supplemented, and any and all analogous federal, or
state or local, Laws in effect from time to time.

        "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rulings and regulations issued thereunder, as from time to time
in effect.

        "ERISA Affiliate" means any Person, that for purposes of Title IV of
ERISA is a member of the Controlled Group of the Borrower, any Obligor, or any
Subsidiary or is under common control with Borrower, any Obligor, or any
Subsidiary, within the meaning of Section 414(c) of the Code, and the
regulations and rulings issued thereunder.

        "ERISA Event" means (a) a reportable event, within the meaning of
Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto
has been waived by the PBGC with respect to a Plan, (b) the issuance by the
administrator of any Plan of a notice of intent to terminate such Plan, pursuant
to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan
amendment referred to in Section 4041(e) of ERISA), (c) the withdrawal by the
Borrower, any Subsidiary of the Borrower, or an ERISA Affiliate from a Multiple
Employer Plan during a Plan year for which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA, (d) the failure by the Borrower, any
Subsidiary of the Borrower, or any ERISA Affiliate to make a payment to a Plan
required under Section 302 of ERISA, (e) the adoption of an amendment to a Plan
by the Borrower, any Subsidiary of the Borrower or an ERISA Affiliate requiring
the provision of security to such Plan, pursuant to Section 307 of ERISA, or (f)
the institution by the PBGC of proceedings to terminate a Plan, pursuant to
Section 4042 of ERISA, or the occurrence of any event or condition that
constitutes grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, a Plan.

        "Event of Default" means any of the events specified in Section 8.01
hereof, provided there has been satisfied any requirement in connection
therewith for the giving of notice, lapse of time, or happening of any further
condition.

        "Extension Final Maturity" means, with respect to the Revolver A Loan,
the earlier of (a) the Maturity Date and (b) that date which is 364 days after
the Option Date on which the Borrower and the Revolver A Lenders agree in
writing to an Extension Option.



                                       10
<PAGE>   18

        "Extension Option" means, with respect to the Revolver A Loan, that
option that may be exercised by the Borrower and agreed to by the Revolver A
Lenders in accordance with the terms of Section 2.16 hereof, to extend the
Revolver A Loan an additional 364 day period beyond the Option Date.

        "Facility"means the Revolver A Loan, the Revolver B Loan, and the Term
Loan evidenced by this Agreement and the Loan Papers.

        "FCC" means the Federal Communications Commission and any successor
thereto.

        "FCC License" means any community antenna relay service, broadcast
auxiliary license, earth station registration, business radio, microwave or
special safety radio service license issued by the FCC pursuant to the
Communications Act of 1934.

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

        "Fee Letters" means those certain letter agreements addressed to
Borrower and acknowledged by Borrower describing certain fees payable to the
Administrative Agent and/or the Lenders in connection with this Agreement and
the credit facility, as such letter agreements may be amended, modified,
substituted or replaced with the consent of Borrower and the Administrative
Agent and/or the Lenders, as appropriate.

        "Fixed Charge Coverage Ratio" means the ratio of Operating Cash Flow for
the most recently completed fiscal quarter to Fixed Charges for the most
recently completed fiscal quarter.

        "Fixed Charges" means the sum of scheduled payments of principal on Debt
for Borrowed Money plus cash interest expense plus Capital Expenditures plus
cash taxes plus cash dividends.

        "Funded Debt" means, without duplication, with respect to any Person,
all Debt of such Person, determined on a consolidated basis and measured in
accordance with GAAP that is either (a) Debt for Borrowed Money, (b) Debt having
a final maturity (or extendable at the option of the obligor for a period
ending) more than one year after the date of creation thereof, notwithstanding
the fact that payments are required to be made less than one year after such
date, (c) Capital Lease obligations (without duplication), (d) Reimbursement
Obligations relating to



                                       11
<PAGE>   19
letters of credit, (e) Contingent Liabilities relating to any of the foregoing
(without duplication), (f) Withdrawal Liability, (g) Debt, if any, associated
with Interest Hedge Agreements with other Persons, (h) payments due under
Non-Compete Agreements, plus (i) payments due for the deferred purchase price of
property and services (but excluding trade payable that are less than 90 days
old and any thereof that are being contested in good faith).

        "GAAP" means generally accepted accounting principles applied on a
consistent basis. Application on a consistent basis shall mean that the
accounting principles observed in a current period are comparable in all
material respects to those applied in a preceding period, except for new
developments or statements promulgated by the Financial Accounting Standards
Board.

        "Guaranty" of a Person means any agreement by which such Person assumes,
guarantees, endorses, contingently agrees to purchase or provide funds for the
payment of, or otherwise becomes liable upon, the obligation of any other
Person, or agrees to maintain the net worth or working capital or other
financial condition of any other Person, or otherwise assures any creditor or
such other Person against loss, including, without limitation, any agreement
which assures any creditor or such other Person payment or performance of any
obligation, or any take-or-pay contract and shall include without limitation,
the contingent liability of such Person in connection with any application for a
letter of credit (without duplication of any amount already included in Debt).

        "Guarantors" means each Subsidiary and each other Person from time to
time guaranteeing payment of the Obligations to the Administrative Agent and
Lenders. "Hazardous Materials" means all materials subject to regulation under
any Environmental Law, including without limitation materials listed in 49
C.F.R. Section 172.101, Hazardous Substances, explosive or radioactive
materials, hazardous or toxic wastes or substances, petroleum or petroleum
distillates, asbestos, or material containing asbestos.

        "Hazardous Substances" means hazardous waste as defined in the Clean
Water Act, 33 U.S.C. Section 1251 et seq., the Comprehensive Environmental
Response Compensation and Liability Act as amended by the Superfund Amendments
and Reauthorization Act, 42 U.S.C. Section 9601 et seq., the Resource
Conservation Recovery Act, 42 U.S.C. Section 6901 et seq., and the Toxic
Substances Control Act, 15 U.S.C. Section 2601 et seq.

        "Highest Lawful Rate" at the particular time in question the maximum
rate of interest which, under Applicable Law, any Lender is then permitted to
charge on the Obligations. If the maximum rate of interest which, under
Applicable Law, any Lender is permitted to charge on the Obligations shall
change after the date hereof, the Highest Lawful Rate shall be automatically
increased or decreased, as the case may be, from time to time as of the
effective time of each change in the Highest Lawful Rate without notice to the
Borrower. For purposes of determining the Highest Lawful Rate under Applicable
Law, the indicated rate ceiling shall be the lesser of (a) (i) the "weekly
ceiling", as that expression is defined in Section 303.003 of the Texas Finance




                                       12
<PAGE>   20

Code, as amended, or (ii) if available in accordance with the terms thereof and
at Administrative Agent's option after notice to the Borrower and otherwise in
accordance with the terms of Section 303.103 of the Texas Finance Code, as
amended, the "annualized ceiling" and (b) (i) if the amount outstanding under
this Agreement is less than $250,000, twenty-four percent (24%) per annum, or
(ii) if the amount under this Agreement is equal to or greater than $250,000,
twenty-eight (28%) per annum.

        "Indemnitees" has the meaning ascribed thereto in Section 6.09 hereof.

        "Initial Advance" means the initial Advance made in accordance with the
terms hereof, which shall only be after Borrower has satisfied each of the
conditions set forth in Section 4.01, and Section 4.02 hereof (or any such
condition shall have been waived by each Lender).

        "Insufficiency" means, with respect to any Plan, the amount, if any, of
its unfunded benefit liabilities within the meaning of Section 4001(a)(18) of
ERISA.

        "Intercompany Notes" means all promissory notes payable to Borrower or
any Subsidiary of the Borrower by Borrower or any Subsidiary of Borrower and
those promissory notes described on Schedule 5.08b hereto, as such notes may be
amended, modified, extended, renewed, substituted or replaced from time to time.

        "Interest Coverage Ratio" means as of any date of determination, the
ratio of (a) Operating Cash Flow for the most recently completed fiscal quarter
of Borrower and its Subsidiaries to (b) Total Cash Interest Expense for the most
recently completed fiscal quarter of Borrower and its Subsidiaries.

        "Interest Hedge Agreements" means any and all agreements, devices or
arrangements designed to protect at least one of the parties thereto from the
fluctuations of interest rates, exchange rates or forward rates applicable to
such party's assets, liabilities or exchange transactions, including, but not
limited to, dollar-denominated or cross-currency interest rate exchange
agreements, forward currency exchange agreements, interest rate cap or collar
protection agreements, forward rate currency or interest rate options, puts and
warrants, in form and substance acceptable to Administrative Agent (evidenced by
Administrative Agent's consent in writing) as the same may be amended or
modified and in effect from time to time, and any and all cancellations, buy
backs, reversals, terminations or assignments of any of the foregoing.

        "Interest Period" means, with respect to any LIBOR Advance, the period
beginning on the date an Advance is made or continued as or converted into a
LIBOR Advance and ending one, two, three or six months thereafter (as Borrower
shall select) provided, however, that:

               (a) Borrower may not select any Interest Period that ends after
        any principal repayment date unless, after giving effect to such
        selection, the aggregate principal



                                       13
<PAGE>   21

        amount of LIBOR Advances having Interest Periods that end on or prior to
        such principal repayment date, shall be at least equal to the principal
        amount of Advances due and payable on and prior to such date;

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

               (c) whenever the first day of any Interest Period occurs on a day
        of an initial calendar month for which there is no numerically
        corresponding day in the calendar month that succeeds such initial
        calendar month by the number of months equal to the number of months in
        such Interest Period, such Interest Period shall end on the last
        Business Day of such succeeding calendar month.

        "Investment" means any acquisition of all or substantially all assets of
any Person, or any direct or indirect purchase or other acquisition of, or a
beneficial interest in, capital stock or other securities of any other Person,
or any direct or indirect loan, advance (other than advances to employees for
moving and travel expenses, drawing accounts, and similar expenditures in the
ordinary course of business), or capital contribution to or investment in any
other Person, including without limitation the incurrence or sufferance of Debt
or accounts receivable of any other Person that are not current assets or do not
arise from sales to that other Person in the ordinary course of business.

        "Issuing Bank" means Bank of America, N.A., in its capacity as the
issuer of Letters of Credit under Article III hereof.

        "Law" means any constitution, statute, law, ordinance, regulation, rule,
order, writ, injunction, or decree of any Tribunal.

        "Lenders" means the lenders listed on the signature pages of this
Agreement, and each Eligible Assignee which hereafter becomes a party to this
Agreement pursuant to Section 10.04 hereof, for so long as any such Person is
owed any portion of the Obligations or obligated to make any Advances.

        "Lending Office" means, with respect to each Lender, its branch or
affiliate, (a) initially, the office of such Lender, branch or affiliate
identified as such on the signature pages hereof, and (b) subsequently, such
other office of such Lender, branch or affiliate as such Lender may designate to
Borrower and Administrative Agent as the office from which the Advances of such
Lender will be made and maintained and for the account of which all payments of
principal and



                                       14
<PAGE>   22

interest on the Advances and the Commitment Fee will thereafter be
made. Lenders may have more than one Lending Office for the purpose of making
Base Rate Advances and LIBOR Advances.

        "Letters of Credit" means the irrevocable standby and commercial letters
of credit issued by Issuing Bank under and pursuant to Article III hereof, as
each may be amended, modified, substituted, increased, replaced, renewed or
extended from time to time.

        "Letter of Credit Commitment" means an amount equal to the lesser of (a)
(i) the Revolver B Commitment minus (ii) all Revolver B Advances then
outstanding plus the undrawn portion of all outstanding Letters of Credit plus
Reimbursement Obligations and (b) $5,000,000.

        "Leverage Ratio" means as of any date of determination, the ratio of (a)
Total Debt of Borrower and the Subsidiaries on such date of determination to (b)
Annualized Operating Cash Flow.

        "LIBOR Advance" means an Advance bearing interest at the LIBOR Rate.

        "LIBOR Rate" means, for any LIBOR Advance for any Interest Period
therefore, a rate per annum equal to the lesser of (a) the Highest Lawful Rate
and (b) the sum of (i) the Applicable Margin, plus (ii) the rate per annum
(rounded upwards, if necessary, to the nearest one-one hundredth (1/100th) of
one percent (1%)) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in United States dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period. If for any reason such rate is not available, the term
"LIBOR Rate" shall mean, for any LIBOR Advance for any Interest Period therefor,
the rate per annum (rounded upwards, if necessary, to the nearest one-one
hundredth (1/100th) of one percent (1%)) appearing on Reuters Screen LIBO page
as the London interbank offered rate for deposits in United States dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates.

        "LIBOR Reserve Percentage" means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental or
emergency reserves) are required to be maintained under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) by member banks of the Federal Reserve System against "Eurocurrency
liabilities" (as such term is used in Regulation D). Without limiting the effect
of the foregoing, the LIBOR Reserve Percentage shall reflect any other reserves
required to be maintained by such member banks with respect to (i) any category
of liabilities which includes deposits by reference to which the LIBOR Rate (as
the case may be) is to be determined, or (ii) any category of extensions of
credit or other assets which include LIBOR Advances. The LIBOR Rate shall be
adjusted automatically on and as of the effective date of any change in the
LIBOR Reserve Percentage.



                                       15
<PAGE>   23

        "License" means, as to any Person, any license, permit, certificate of
need, authorization, certification, accreditation, franchise, approval, or grant
of rights by any Tribunal or third person necessary or appropriate for such
Person to own, maintain, or operate its business or Property, including FCC
Licenses, unless the failure to obtain, retain, or comply with same would not
constitute a Material Adverse Change.

        "Lien" means any mortgage, pledge, security interest, encumbrance, lien,
or charge of any kind, including without limitation any agreement to give or not
to give any of the foregoing, any conditional sale or other title retention
agreement, any lease in the nature thereof, and the filing of or agreement to
give any financing statement or other similar form of public notice under the
Laws of any jurisdiction (except for the filing of a financing statement or
notice in connection with an operating lease).

        "Litigation" means any proceeding, claim, lawsuit, arbitration, and/or
investigation conducted or threatened by or before any Tribunal, including
without limitation proceedings, claims, lawsuits, and/or investigations under or
pursuant to any environmental, occupational, safety and health, antitrust,
unfair competition, securities, Tax, or other Law, or under or pursuant to any
contract, agreement, or other instrument.

        "Loan Papers" means this Agreement; the Notes; Interest Hedge Agreements
executed among the Borrower and any Lender or Bank Affiliate; all Pledge
Agreements; all Security Agreements; all Guaranties executed by any Person
guaranteeing payment of any portion of the Obligations; all Fee Letters; all
Intercompany Notes; all pledge agreements pledging certain of the Intercompany
Notes to the Lenders; all Subordination Agreements executed by any Person in
connection with this transaction, all Letters of Credit, all Applications and
all documentation related to any Letter of Credit; each Assignment and
Acceptance; all promissory notes evidencing any portion of the Obligations;
assignments, security agreements and pledge agreements granting any interest in
any of the Collateral; stock certificates and partnership agreements
constituting part of the Collateral; mortgages, deeds of trust, financing
statements, collateral assignments, and other documents and instruments granting
an interest in any portion of the Collateral, or related to the perfection
and/or the transfer thereof; and all other documents, instruments, agreements or
certificates executed or delivered by the Borrower, the Parent or any Subsidiary
of the Borrower, as security for Borrower's obligations hereunder, in connection
with the loans to Borrower or otherwise; as each such document shall, with the
consent of the Lenders pursuant to the terms hereof, be amended, revised,
renewed, extended, substituted or replaced from time to time.

        "Majority Lenders" means any combination of Lenders having at least
66.66% of the aggregate amount of Advances under the Facility; provided,
however, that if no Advances are outstanding under this Agreement, such term
means any combination of Lenders having a Specified Percentage equal to at least
66.66% of the Facility.



                                       16
<PAGE>   24

        "Management Agreement" means that certain management agreement between
Borrower and Parent, dated as of August 23, 1994.

        "Management Fees" means fees payable by the Borrower to Parent pursuant
to the terms of the Management Agreement as permitted under Section 7.06 hereof.

        "Material Adverse Change" means any circumstance or event that (a) is
material and adverse to the financial condition, business, results of operations
or Properties of the Borrower and its Subsidiaries taken as a whole, (b)
materially and adversely affects the validity or enforceability of any material
Loan Paper or (c) causes or could reasonably be expected to cause an Event of
Default.

        "Maturity Date" means June 30, 2007, or such earlier date all of the
Obligations become due and payable (whether by acceleration, prepayment in full,
scheduled reduction or otherwise).

        "Maximum Amount" means the maximum amount of interest which, under
Applicable Law, Administrative Agent or any Lender is permitted to charge on the
Obligations.

        "Multiemployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which Borrower, any Subsidiary of Borrower, or any ERISA
Affiliate is making or accruing an obligation to make contributions, or has
within any of the preceding five plan years made or accrued an obligation to
make contributions, such plan being maintained pursuant to one or more
collective bargaining agreements.

        "Multiple Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees of Borrower,
any Subsidiary of Borrower, or any ERISA Affiliate and at least one Person other
than Borrower, any Subsidiary of Borrower, and any ERISA Affiliate, or (b) was
so maintained and in respect of which Borrower, any Subsidiary of Borrower, or
any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in
the event such plan has been or were to be terminated.

        "NCC" means Northland Communications Corporation, a Washington
corporation and its successors and assigns.

        "NCC Note" means that certain note owed by NCC and created as a result
of an Affiliate Acquisition, in a maximum principal amount of $5,000,000.

        "Net Proceeds" means the gross proceeds received by Borrower or any
Subsidiary of the Borrower in connection with or as a result of any Asset Sale,
minus (so long as each of the following are estimated in good faith by Borrower
or such Subsidiary and certified to the Lenders in reasonable detail by an
Authorized Officer) (a) amounts paid or reserved in good faith, if any, for
taxes payable with respect to such Asset Sale in an amount equal to the tax



                                       17
<PAGE>   25

liability of Borrower or any Subsidiary of the Borrower in respect of such sale
(taking into account all other tax benefits of each of the parties) and (b)
reasonable and customary transaction costs payable by Borrower or any Subsidiary
of the Borrower related to such sale.

        "Northland Indenture" means that 10 1/4% senior subordinated note
indenture between Northland Cable Television, Inc. and Harris Trust Company of
California dated November 12, 1997.

        "Note" means each and "Notes" means (a) all promissory notes of Borrower
evidencing the Advances and obligations owing hereunder to each Lender under the
Revolver A Loan, in substantially the form of Exhibit A hereto, (b) all
promissory notes of Borrower evidencing the Advances and obligations owing
hereunder to each Lender under the Revolver B Loan, in substantially the form of
Exhibit B hereto and (c) all promissory notes of Borrower evidencing the
Advances and obligations owing hereunder to each Lender under the Term Loan, in
substantially the form of Exhibit C hereto, each payable to the order of each
Lender, as each such note may be amended, extended, restated, renewed,
substituted or replaced from time to time.

        "Obligations" means all present and future obligations, indebtedness and
liabilities, and all renewals and extensions of all or any part thereof, of the
Borrower, the Parent or any Subsidiary of the Borrower to Lenders,
Administrative Agent or any Bank Affiliate arising from, by virtue of, or
pursuant to this Agreement, any of the other Loan Papers and any and all
renewals and extensions thereof or any part thereof, or future amendments
thereto, all interest accruing on all or any part thereof and reasonable
attorneys' fees incurred by the Administrative Agent for the preparation of this
Agreement and consummation of this credit facility, execution of waivers,
amendments and consents, and in connection with the enforcement or the
collection of all or any part thereof, and reasonable attorneys' fees incurred
by the Lenders or any Bank Affiliate in connection with the enforcement or the
collection of all or any part of the Obligations during the continuance of an
Event of Default, in each case whether such obligations, indebtedness and
liabilities are direct, indirect, fixed, contingent, joint, several or joint and
several, provided that the definition of Obligations as used in this Agreement
shall specifically include (i) all amounts owed by the Borrower, the Parent or
any Subsidiary of the Borrower pursuant to the terms of any Interest Hedge
Agreement entered into by the Borrower with the Administrative Agent, any Lender
or any Bank Affiliate, plus (ii) all amounts owed any Bank Affiliate in
accordance with the terms of Section 2.13 hereof. Without limiting the
generality of the foregoing, "Obligations" includes all amounts which would be
owed by the Borrower, the Parent or any Subsidiary of the Borrower and any other
Person (other than Administrative Agent or Lenders) to Administrative Agent,
Lenders or any Bank Affiliate under any Loan Paper, but for the fact that they
are unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Borrower, the Parent or any
Subsidiary of the Borrower or any other Person (including all such amounts which
would become due or would be secured but for the filing of any petition in
bankruptcy, or the commencement of any insolvency,



                                       18
<PAGE>   26
reorganization or like proceeding of the Borrower, the Parent or any Subsidiary
of the Borrower or any other Person under any Debtor Relief Law).

        "Operating Cash Flow" means for any fiscal quarter of Borrower and its
Subsidiaries, Borrower's and its Subsidiaries' net income for such period, plus
(a) Taxes, plus (b) interest expense, plus (c) the sum of depreciation,
amortization expense and other non-cash charges for such period, plus (d)
deferred Management Fees accrued but not paid during such period pursuant to the
Management Agreement, all calculated on a consolidated basis in accordance with
GAAP, minus (e) deferred previous period Management Fees paid in cash.

        "Operating Leases" means operating leases, as defined in accordance with
GAAP.

        "Option Date" means, with respect to the Revolver A Loan for the 364 day
period after the Closing Date, August __, 2001.

        "Parent" means Northland Telecommunications Corporation, a Washington
corporation.

        "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
agency or entity performing substantially the same functions.

        "Permitted Liens" means

(a) those imposed by the Loan Papers;

(b) Liens in connection with workers' compensation, unemployment insurance or
other social security obligations (which phrase shall not be construed to refer
to ERISA);

(c) deposits, pledges or liens to secure the performance of bids, tenders,
contracts (other than contracts for the payment of borrowed money), leases,
statutory obligations, surety, customs, appeal, performance and payment bonds
and other obligations of like nature arising in the ordinary course of business;

(d) mechanics', workmen's, carriers, warehousemen's, materialmen's, landlords',
or other like Liens arising in the ordinary course of business with respect to
obligations which are not due or which are being contested in good faith and by
appropriate proceedings diligently conducted;

(e) Liens for taxes, assessments, fees or governmental charges or levies not
delinquent or which are being contested in good faith and by appropriate
proceedings diligently conducted, and in respect of which adequate reserves
shall have been established in accordance with GAAP on the books of Borrower or
Borrower's Subsidiaries;



                                       19
<PAGE>   27

(f) Liens or attachments, judgments or awards against Borrower or any of
Borrower's Subsidiaries with respect to which an appeal or proceeding for review
shall be pending or a stay of execution shall have been obtained, and which are
otherwise being contested in good faith and by appropriate proceedings
diligently conducted, and in respect of which adequate reserves shall have been
established in accordance with GAAP on the books of Borrower or such Borrower
Subsidiary;

(g) statutory Liens in favor of lessors arising in connection with Property
leased to Borrower or any Borrower Subsidiary; and

(h) easements, rights of way, restrictions, leases of Property to others,
easements for installations of public utilities, title imperfections and
restrictions, zoning ordinances and other similar encumbrances affecting
Property which in the aggregate do not materially adversely affect the value of
such Property or materially impair its use for the operation of the business of
Borrower or such Borrower Subsidiary.

(i) "Person" means an individual, partnership, joint venture, corporation,
trust, Tribunal, unincorporated organization, and government, or any department,
agency, or political subdivision thereof.

(j) "Plan" means a Single Employer Plan or a Multiple Employer Plan.

(k) "Pledge Agreement" means each Pledge Agreement whereby the Pledged Interests
are pledged to Administrative Agent to secure the Obligations, as such agreement
may be amended, modified, extended, renewed, restated, substituted or replaced
from time to time.

(l) "Pledged Interests" means (a) a first perfected security interest in 100% of
the Capital Stock of Borrower and 100% of the Capital Stock of the Borrower's
Subsidiaries; (b) a first perfected security interest in the Intercompany Notes
payable to Borrower and (c) Investments owned by Borrower and its Subsidiaries
described on Schedule 5.13 hereto.

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

(n) "Pro Forma Total Debt Service" means on any date of determination for
Borrower and its Subsidiaries on a consolidated basis, the sum of Total Interest
Expense payable in cash for the 12-month period following the date of
determination plus required scheduled principal payments on Total Debt for the
12-month period following the date of determination; provided that, to determine
Total Interest Expense for the 12-month period following the date of
determination for any floating rate Total Debt, the projected interest rate
shall be the weighted average of the interest rates on the Obligations in effect
on the date of determination.



                                       20
<PAGE>   28

(o) "Prohibited Transaction" has the meaning specified therefor in Section 4975
of the Code or Section 406 of ERISA.

(p) "Property" means all types of real, personal, tangible, intangible, or mixed
property, whether owned in fee simple or leased.

(q) "Quarterly Date" means the last Business Day of each March, June, September
and December during the term of this Agreement, commencing on September 30,
2000.

(r) "Ratable" means, as to any Lender, in accordance with its Specified
Percentage.

(s) "Refinancing Advance" means an Advance that is used to pay the principal
amount of an existing Advance (or any portion thereof) at the end of its
Interest Period and which, after giving effect to such application, does not
result in an increase in the aggregate amount of outstanding Advances.

(t) "Regulatory Change" means any change after the date hereof in federal,
state, or foreign Laws (including the introduction of any new Law) or the
adoption or making after such date of any interpretations, directives, or
requests of or under any federal, state, or foreign Laws (whether or not having
the force of Law) by any Tribunal charged with the interpretation or
administration thereof, applying to a class of financial institutions that
includes any Lender, excluding, however, any such change which results in an
adjustment of the LIBOR Reserve Percentage and the effect of which is reflected
in a change in the LIBOR Rate as provided in the definition of such term.

(u) "Reimbursement Obligations" means, in respect of any Letter of Credit as at
any date of determination, the sum of (a) the maximum aggregate amount which is
then available to be drawn under such Letter of Credit plus (b) the aggregate
amount of all drawings under such Letter of Credit and not theretofore
reimbursed by Borrower.

(v) "Reportable Event" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable Event regardless of the issuance of any such waivers in accordance
with either Section 4043(a) of ERISA or Section 412(d) of the Code.


(w) "Restricted Payments" means, for the Borrower or any Subsidiary of the
Borrower, (a) any direct or indirect Distribution, dividend or other payment on
account of any equity interest in, or shares of, Capital Stock or other
securities, of the Borrower and its Subsidiaries (or the establishment of any
sinking fund or otherwise the setting aside of any funds with respect



                                       21
<PAGE>   29
thereto), except such dividends that are paid with common equity securities of
the Borrower; (b) any management, consulting or other similar fees, or any
interest thereon, payable by the Borrower or any Subsidiary of the Borrower to
any other Affiliate of the Borrower (or the establishment of any sinking fund or
otherwise the setting aside of any funds with respect thereto), but specifically
excluding any consulting fees payable by the Borrower or any Subsidiary of the
Borrower to a Person that is not an Affiliate of the Borrower, (c) loans or
advances to employees and/or shareholders of the Borrower or any Subsidiary of
the Borrower; (d) payments of principal and/or interest, or the setting aside of
funds with respect thereto, of any Total Debt except the Obligations; and (e)
dividends, distributions, redemptions, repurchases or defeasance of any
preferred stock issuance (or the setting aside of any funds to do so).

(x) "Revolver A Advance" means any advance made under the Revolver A Loan, and
such term shall include the Converted Term Loan from and after the Conversion
Date.

(y) "Revolver A Commitment" means, with respect to the Revolver A Loan,
$35,000,000, as reduced from time to time pursuant to Section 2.04 and Section
2.06 hereof.

(z) "Revolver A Commitment Fee" means the fee described in Section 2.10(a)(i)
hereof.

(aa) "Revolver A Determining Lenders" has the meaning set forth in Section
2.16(a) hereof.

(bb) "Revolver A Loan" means the loan made by Lenders pursuant to Section
2.01(a) of this Agreement.

(cc) "Revolver A Note" means each Note of the Borrower evidencing Revolver A
Advances under the Revolver A Loan hereunder, substantially in the form of
Exhibit A hereto, together in each case, with any extension, renewal or
amendment thereof, or substitution therefor.

(dd) "Revolver A Specified Percentage" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof designated as its
Revolver A Specified Percentage, or as adjusted or specified (i) in any
Assignment and Acceptance or (ii) in any amendment to this Agreement.

(ee) "Revolver B Advance" means any advance made under the Revolver B Loan.

(ff) "Revolver B Commitment" means, with respect to the Revolver B Loan,
$40,000,000, plus any increase to such amount effected by the Borrower from time
to time in accordance with the terms of Section 2.17 hereof, and minus any
reduction of such amount effected by the Borrower from time to time in
accordance with the terms of Section 2.04 and Section 2.06 hereof.



                                       22
<PAGE>   30
(gg) "Revolver B Commitment Fee" means the fee described in Section 2.10(a)(ii)
hereof.

(hh) "Revolver B Loan" means the loan made by Lenders pursuant to Section
2.01(b) of this Agreement.

(ii) "Revolver B Note" means each Note of the Borrower evidencing Revolver B
Advances hereunder, substantially in the form of Exhibit B hereto, together in
each case, with any extension, renewal or amendment thereof, or substitution
therefor.

(jj) "Revolver B Specified Percentage" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof designated as its
Revolver B Specified Percentage, or as adjusted or specified (i) in any
Assignment and Acceptance or (ii) in any amendment to this Agreement.

(kk) "Rights" means rights, remedies, powers, and privileges.

(ll) "Security Agreement" means the Security Agreement, duly executed by
Borrower, in substantially the form of Exhibit C hereto, appropriately
completed, as such agreement may be amended, modified, extended, renewed,
restated, substituted or replaced from time to time.

(mm) "Senior Debt" means Total Debt minus Subordinated Debt.

(nn) "Senior Leverage Ratio" means, as of any date of determination, the ratio
of Senior Debt on such date of determination to Annualized Operating Cash Flow.

(oo)  "Single Employer Plan" means a single employer plan, as defined in
Section 4001(a)(15) of ERISA, other than a Multiple Employer Plan, that is
maintained for employees of Borrower or any ERISA Affiliate.

(pp) "Solvent" means, with respect to any Person, that on such date (a) the fair
value of the Property of such Person is greater than the total amount of
liabilities, including without limitation Contingent Liabilities of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's Property would constitute
an unreasonably small capital.



                                       23
<PAGE>   31

(qq) "Special Counsel" means the law firm of Donohoe, Jameson & Carroll, P.C.,
Dallas, Texas, special counsel to Administrative Agent, or such other counsel
selected by the Administrative Agent from time to time.


(rr) "Subordinated Debt" means notes issued under the Northland Indenture and
all other Debt subordinated to the Debt evidenced by this Agreement, in form and
substance acceptable to the Administrative Agent.

(ss) "Subsidiary" of any Person means any corporation, limited liability
company, partnership, joint venture, trust, estate or other legal entity of
which (or in which) more than 50% of:

               (a) the outstanding Capital Stock or other equity interests of
        such corporation having voting power to elect a majority of the Board of
        Directors of such corporation (or other Persons performing similar
        functions of such entity, and irrespective of whether at the time
        Capital Stock of any other class or classes of such corporation shall or
        might have voting power upon the occurrence of any contingency),

               (b) the interest in the capital or profits of such partnership,
        limited liability company or joint venture,

               (c) the beneficial interest of such trust or estate, or

               (d) the equity interest of such other legal entity

        is at the time directly or indirectly owned by (i) such Person, (ii)
        such Person and one or more of its Subsidiaries or (iii) one or more of
        such Person's Subsidiaries.

        "System" or "Systems" means the CATV Systems listed on Schedule 1.01
hereto, and any and all other CATV Systems acquired or owned by Borrower or any
Subsidiary of the Borrower from time to time.

        "Taxes" means all taxes, assessments, imposts, fees, or other charges at
any time imposed by any Laws or Tribunal.

        "Term Loan Advance" means any advance made under the Term Loan.

        "Term Loan Commitment" means, with respect to the Term Loan,
$35,000,000.

        "Term Loan" means the loan made by Lenders pursuant to Section 2.01(c)
of this Agreement.



                                       24
<PAGE>   32

        "Term Loan Note" means each Note of the Borrower evidencing Term Loan
Advances under the Term Loan hereunder, substantially in the form of Exhibit H
hereto, together in each case, with any extension, renewal or amendment thereof,
or substitution therefor.

        "Term Loan Specified Percentage" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof designated as its Term
Loan Specified Percentage, or as adjusted or specified (i) in any Assignment and
Acceptance or (ii) in any amendment to this Agreement.

        "Total Cash Interest Expense" means all Total Interest Expense payable
in cash.

        "Total Debt" means, without duplication, with respect to Borrower and
its Subsidiaries, the sum of all Funded Debt of Borrower and its Subsidiaries,
excluding Debt evidenced by the Intercompany Notes which such Debt is subject to
a Subordination Agreement, calculated on a consolidated basis in accordance with
GAAP.

        "Total Debt Service" means on any date of determination for Borrower and
its Subsidiaries on a consolidated basis, the sum of Total Cash Interest Expense
for the 12-month period completed on the day before the date of determination
plus required scheduled principal payments on Total Debt for the 12-month period
completed on the day before the date of determination.

        "Total Interest Expense" means as of any date of determination for any
period of calculation, all Borrower's and the Borrower's Subsidiaries
consolidated interest expense included in a consolidated income statement
(without deduction of interest income) of Borrower and its consolidated
Subsidiaries for such period calculated on a consolidated basis in accordance
with GAAP, excluding interest expense on the Intercompany Notes, but including
without limitation or duplication (or, to the extent not so included, with the
addition of) (a) the amortization of Debt discounts; (b) any fees or expenses
with respect to letters of credit, bankers' acceptances or similar facilities;
(c) fees and expenses with respect to interest rate swap or similar agreements
or foreign currency hedge, exchange or similar agreements, other than fees or
charges related to the acquisition or termination thereof which are not
allocable to interest expense in accordance with GAAP; and (d) preferred stock
Distributions for Borrower and its consolidated Subsidiaries declared and
payable in cash.

        "Total Specified Percentage" means, as to any Lender on any date of
determination, the percentage that such Lender's maximum dollar commitment to
lend under the aggregate Loans on such date, bears to the sum of the Revolver A
Commitment plus the Revolver B Commitment plus the Term Loan Commitment. If all
or any portion of the Commitments have been terminated or expired, Total
Specified Percentage shall be determined based upon the Commitments most
recently in effect, giving effect to any assignments.



                                       25
<PAGE>   33

        "Tribunal" means any state, commonwealth, federal, foreign, territorial,
or other court or government body, subdivision, agency, department, commission,
board, bureau, or instrumentality of a governmental body.

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

        "UCC" means the Uniform Commercial Code as adopted in the State of
Texas.

        "Unused Revolver A Commitment" means, on any date of determination, the
Revolver A Commitment in effect on such date, minus all outstanding Revolver A
Advances made under the Revolver A Loan on such date.

        "Unused Revolver B Commitment" means, on any date of determination, the
Revolver B Commitment in effect on such date, minus all outstanding Revolver B
Advances plus the undrawn portion of outstanding Letters of Credit plus
Reimbursement Obligations made under the Revolver B Loan on such date.

        "Withdrawal Liability" has the meaning given such term under Part I of
Subtitle E of Title IV of ERISA.

        1.02. Accounting and Other Terms. All accounting terms used in this
Agreement which are not otherwise defined herein shall be construed in
accordance with GAAP consistently applied on a consolidated basis for Borrower,
the Parent and the Subsidiaries of the Borrower, unless otherwise expressly
stated herein. References herein to one gender shall be deemed to include all
other genders. Except where the context otherwise requires, all references to
time are deemed to be Seattle, Washington time.

                    ARTICLE II. AMOUNTS AND TERMS OF ADVANCES

        2.01. Loans.

               (a) Revolver A Loan. Each Lender severally agrees, on the terms
        and subject to the conditions hereinafter set forth, to make revolving
        Revolver A Advances available to the Borrower on a Business Day during
        the period from the Closing Date to the Option Date (or the Extension
        Final Maturity if the Borrower exercised its Extension Option in
        accordance with the terms of Section 2.16(a) hereof), in an aggregate
        principal amount not to exceed at any time outstanding such Lender's
        Revolver A Specified Percentage of the difference between the Revolver A
        Commitment and the sum of Revolver A Advances then outstanding. On the
        Conversion Date all outstanding Revolver A Advances shall convert to a
        term loan in the amount of the outstanding Revolver A Advances
        outstanding on the Conversion Date and such term loan shall be due and
        payable in accordance with the amortization schedule contained in
        Section 2.06(a) hereof.



                                       26
<PAGE>   34

        Subject to the terms and conditions of this Agreement, until the earlier
        of the (x) Option Date (or the Extension Final Maturity if the Borrower
        exercised its Extension Option in accordance with the terms of Section
        2.16(a) hereof) and (y) Conversion Date, the Borrower may borrow, repay
        and reborrow the Revolver A Advances; provided, however, that at no time
        shall the sum of all outstanding Revolver A Advances exceed the Revolver
        A Commitment. After the Conversion Date, no Advances will be available
        under the Revolver A Loan except Refinancing Advances.

               (b) Revolver B Loan. Each Lender severally agrees, on the terms
        and subject to the conditions hereinafter set forth, to make Revolver B
        Advances to the Borrower on a Business Day during the period from the
        Closing Date to the Maturity Date, in an aggregate principal amount not
        to exceed at any time outstanding such Lender's Revolver B Specified
        Percentage of the difference between the Revolver B Commitment and the
        sum of (without duplication) (i) the undrawn face amount of all
        outstanding Letters of Credit, plus (ii) Reimbursement Obligations under
        Article III hereof, plus (iii) Revolver B Advances then outstanding.
        Subject to the terms and conditions of this Agreement, the Borrower may
        borrow, repay and reborrow the Revolver B Advances; provided, however,
        that at no time shall the sum of (without duplication) (A) all
        outstanding Revolver B Advances, plus (B) the undrawn face amount of all
        outstanding Letters of Credit, plus (C) Reimbursement Obligations under
        Article III hereof, exceed the Revolver B Commitment.

               (c) Term Loan. Each Lender severally agrees, on the terms and
        subject to the conditions hereinafter set forth, to make a Term Loan
        Advance to the Borrower on the Closing Date, in an aggregate principal
        amount not to exceed at any time outstanding such Lender's Term Loan
        Specified Percentage of the Term Loan Commitment. Any Term Loan Advance
        that is repaid may not be reborrowed, other than Refinancing Advances.

        2.02. Making Advances.

        (a) Revolver A Advances Prior to the Conversion Date, Revolver B
Advances and Term Loan Advances. Each Borrowing of Revolver A Advances prior to
the Conversion Date, Revolver B Advances and the Term Loan Advances shall be
made upon the written notice of the Borrower, received by Administrative Agent
not later than (i) 10:00 a.m. pacific time three Business Days prior to the date
of the proposed Borrowing, in the case of Advances which are LIBOR Advances and
(ii) 9:00 a.m. pacific time on the date of such Borrowing, in the case of
Advances which are Base Rate Advances. Each such notice of a Borrowing (a
"Borrowing Notice") shall be by telecopy or telephone, promptly confirmed by
letter, in substantially the form of Exhibit F hereto specifying therein:



                                       27
<PAGE>   35

                      (i) the date of such proposed Borrowing, which shall be a
        Business Day, and whether such Borrowing will be under the Revolver A
        Loan prior to the Conversion Date, the Revolver B Loan, or, in the case
        of an Advance on the Closing Date under the Term Loan;

                      (ii) the Type of Advances of which the Borrowing is to be
        comprised;

                      (iii) the amount of such proposed Borrowing which, (A)
        with respect to Advances drawn under (I) prior to the Conversion Date,
        the Revolver A Loan, shall not exceed the unused portion of the Revolver
        A Commitment, (II) the Revolver B Loan, shall not exceed the unused
        portion of the Revolver B Commitment minus the undrawn face amount of
        all outstanding Letters of Credit and Reimbursement Obligations under
        Article III hereof, and (III) the Term Loan, shall not exceed the unused
        portion of the Term Loan Commitment and (B) shall (I) in the case of a
        Borrowing of Base Rate Advances, be in an amount of not less than
        $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or
        any lesser amount if such amount is the remaining undrawn portion under
        the Revolver A Commitment or the Revolver B Commitment, respectively),
        and (II) in the case of a Borrowing of LIBOR Advances, be in an amount
        of not less than $2,000,000 or an integral multiple of $1,000,000 in
        excess thereof; and

                      (iv) if the Borrowing is to be comprised of LIBOR
        Advances, the duration of the initial Interest Period applicable to such
        Advances.

If the Borrowing Notice fails to specify (a) whether such Borrowing is under the
Revolver A Loan or the Revolver B Loan, then such Borrowing shall be deemed to
be made under the Revolver B Loan, (b) whether such Borrowing is to be a Base
Rate Advance or a LIBOR Advance, then such Borrowing shall be deemed to be a
Base Rate Advance, or (c) the duration of the initial Interest Period for any
Borrowing or Refinancing Advance, as applicable, comprised of LIBOR Advances,
such Interest Period shall be one month. Administrative Agent shall promptly
notify Lenders of each such notice. Each Lender shall, before 1:00 p.m. pacific
time on the date of each Advance under the Revolver A Loan, the Revolver B Loan
and the Term Loan hereunder (other than a Refinancing Advance), make available
to Administrative Agent by wire to Bank of America, ABA No. 111 0000 12, Acct.
Name: Corporate FTA, Acct No.: 3750836479, Attn: Chanita Moore, Re: Northland
Cable Television, such Lender's Applicable Specified Percentage of the aggregate
Advances under the respective Loan requested, to be made on that day in
immediately available funds.

        (b) Availability of Funds. Unless any applicable condition specified in
Article IV has not been satisfied, Administrative Agent will make the funds
promptly available to the Borrower (other than with respect to a Refinancing
Advance) by either (i) wiring such amounts pursuant to any wiring instructions,
or (ii) depositing such amount in the account of the Borrower at the



                                       28
<PAGE>   36

Administrative Agent, in each case as specified by the Borrower to the
Administrative Agent in writing.

        (c) Number of Interest Periods and Maximum Borrowings. After giving
effect to any Borrowing, (i) there shall not be more than seven different
Interest Periods in effect and (ii) the aggregate principal amount of
outstanding Advances under (A) the Revolver A Loan, shall not exceed the
Revolver A Commitment, (B) the Revolver B Loan plus the sum of the outstanding
face amount of the Letters of Credit, and (without duplication) Reimbursement
Obligations under Article III shall not exceed the Revolver B Commitment, and
(C) the Term Loan shall not exceed the Term Commitment.

        (d) Interest Period Limitations. No Interest Period applicable to any
Advance shall extend beyond the Maturity Date. Prior to the Conversion Date, no
Interest Period for any Revolver A Advance shall extend beyond the Conversion
Date, unless the Borrower has elected to exercise its Conversion Option.

        (e) Reliance by Administrative Agent. Unless a Lender shall have
notified Administrative Agent prior to the date of any Advance that it will not
make available its Applicable Specified Percentage of any Advance,
Administrative Agent may assume that such Lender has made the appropriate amount
available in accordance with Section 2.02(a) hereof, and Administrative Agent
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount. If and to the extent any Lender shall not have made such
amount available to Administrative Agent, such Lender and the Borrower severally
agree to repay to Administrative Agent immediately on demand such corresponding
amount together with interest thereon, from the date such amount is made
available to the Borrower until the date such amount is repaid to Administrative
Agent, at (i) in the case of the Borrower, the Base Rate, and (ii) in the case
of such Lender, the Federal Funds Rate.

        (f) Failure by Lender to Make Advance. The failure by any Lender to make
available its Applicable Specified Percentage of any Advance hereunder shall not
relieve any other Lender of its obligation, if any, to make available its
Applicable Specified Percentage of any Advance. In no event, however, shall any
Lender be responsible for the failure of any other Lender to make available any
portion of any Advance.

        (g) Indemnification. The Borrower shall indemnify each Lender against
any Consequential Loss incurred by each Lender as a result of (i) any failure to
fulfill, on or before the date specified for an Advance, the conditions to the
Advance set forth herein (including a Refinancing Advance) or (ii) the
Borrower's requesting that an Advance (including a Refinancing Advance) not be
made on the date specified in the Borrowing Notice.



                                       29
<PAGE>   37
        2.03. Evidence of Indebtedness.

        (a) The obligations of the Borrower with respect to (i) the Revolver A
Advances made by each Lender shall be evidenced by a Note in the form of Exhibit
A hereto and in the amount of such Lender's Revolver A Specified Percentage of
$35,000,000, (ii) the Letters of Credit and all Advances under the Revolver B
Loan made by each Lender shall be evidenced by a Note in the form of Exhibit B
hereto and in the amount of such Lender's Revolver B Specified Percentage of
$40,000,000 (as the same may be modified pursuant to Section 10.04 hereof), and
(iii) the Term Loan made by each Lender shall be evidenced by a Note in the form
of Exhibit H hereto and in the amount of the sum of such Lender's Term Loan
Specified Percentage of $35,000,000 (as the same may be modified pursuant to
Section 10.04 hereof).

        (b) Absent manifest error, Administrative Agent's and each Lender's
records shall be conclusive as to amounts owed Administrative Agent and such
Lender under the Notes and this Agreement.

        2.04.  Reduction of Commitment.

        (a) Voluntary Commitment Reduction. Borrower shall have the right from
time to time upon notice by Borrower to the Administrative Agent not later than
1:00 p.m., five Business Days in advance, to reduce the Commitment, in whole or
in part; provided, however, that Borrower shall pay the accrued commitment fee
on the amount of such reduction, if any, and any partial reduction shall be in
an aggregate amount which is not less than $1,000,000 and an integral multiple
of $500,000. Such notice shall specify the amount of reduction and the proposed
date of such reduction.

        (b)  Mandatory Commitment Reduction.

                      (i) Scheduled Reduction. The Revolver A Commitment shall
        be reduced to zero on the Conversion Date.

                      (ii) Term Loan. The Term Loan Commitment shall be reduced
        to zero after the initial Advance on the Closing Date

                      (iii) Asset Sales. On the date of any Asset Sale of
        Borrower or any Subsidiary of the Borrower, the Commitment shall be
        automatically and permanently reduced by an amount equal to 100% of the
        Net Proceeds in accordance with the prepayment provisions of Section
        2.05(b)(i). On such date, Borrower shall deliver to the Administrative
        Agent a certificate of an Authorized Officer certifying as to the amount
        of (including the calculation of) such Commitment reduction and, with
        respect to the Asset Sale giving rise thereto, the gross proceeds
        thereof and the costs and expenses payable as a result thereof which
        were deducted in determining the amount of Net Proceeds.



                                       30
<PAGE>   38
        (c) Commitment Reductions, Generally.

               (i) Revolver A Commitment. To the extent that the sum of the
        aggregate outstanding Advances under the Revolver A Loan exceeds the
        Revolver A Commitment after any reduction thereof, Borrower shall
        immediately repay on the date of such reduction, any such excess amount
        and all accrued interest thereon, together with any amounts constituting
        any Consequential Loss. Once reduced or terminated pursuant to this
        Section 2.04, the Revolver A Commitment may not be increased or
        reinstated.

               (ii) Revolver B Commitment. To the extent the sum of (i) the
        aggregate outstanding Advances under the Revolver B Loan plus (ii) the
        sum of the aggregate face amount of all outstanding Letters of Credit
        plus, (iii) without duplication, all Reimbursement Obligations related
        to any draw on any Letter of Credit, exceed the Revolver B Commitment
        after any reduction thereof, Borrower shall immediately repay on the
        date of such reduction, any such excess amount and all accrued interest
        thereon, together with any amounts constituting any Consequential Loss.
        Once reduced or terminated pursuant to this Section 2.04, the Revolver B
        Commitment may not be increased or reinstated.

        2.05. Prepayments.

        (a) Optional Prepayments. Borrower may, upon written notice received by
Administrative Agent by 10 a.m. pacific time at least two Business Days prior to
such prepayment, stating the proposed date and aggregate principal amount of the
prepayment, prepay the outstanding principal amount of any Advances in whole or
in part, together with accrued interest to the date of such prepayment on the
principal amount prepaid without premium or penalty other than any Consequential
Loss; provided, however, that in the case of a prepayment of a Base Rate
Advance, the notice of prepayment may be given by telephone by 10:00 a.m.
pacific time on the date of prepayment. Each partial prepayment shall, in the
case of Base Rate Advances, be in an aggregate principal amount of not less than
$100,000 or a larger integral multiple of $100,000 in excess thereof and, in the
case of LIBOR Advances, be in an aggregate principal amount of not less than
$500,000 or a larger integral multiple of $100,000 in excess thereof. If any
notice of prepayment is given, the principal amount stated therein, together
with accrued interest on the amount prepaid and the amount, if any, due under
Sections 2.11 and 2.13 hereof, shall be due and payable on the date specified in
such notice.

        (b) Mandatory Prepayments.

               (i) Asset Sales. No more than ten days after the date of any
        Asset Sale of Borrower or any Subsidiary of the Borrower, Borrower shall
        make a mandatory prepayment as provided in Section 2.05(c) hereof, and
        the Term Loan, as reduced by any



                                       31
<PAGE>   39

        such prepayment, shall be automatically and permanently reduced, by an
        amount equal to 100% of the Net Proceeds to the extent that such Net
        Proceeds are not reinvested in similar assets within 360 days of such
        sale. No more than ten days after the date of any such sale, Borrower
        shall deliver to the Administrative Agent a certificate of an Authorized
        Officer certifying as to the amount of (including the calculation of)
        such prepayment and reduction of the all commitments in the aggregate
        and, with respect to the Asset Sale giving rise thereto, the gross
        proceeds thereof and the costs and expenses payable as a result thereof
        which were deducted in determining the amount of Net Proceeds, and a
        statement of whether the Borrower intends to reinvest such Net Proceeds
        within 360 days of such sale.

               (ii) Issuance of Debt. On the date of any issuance of Debt by the
        Borrower or its Subsidiaries other than Capitalized Leases, Subordinated
        Debt, purchase money Debt, and the first $5,000,000 of other Debt issued
        during the term of this Agreement, Borrower shall make a mandatory
        prepayment as provided in Section 2.05(c) hereof, and the Term Loan, as
        reduced by any such prepayment, shall be automatically and permanently
        reduced, by an amount equal to 100% of the Net Proceeds. On the date of
        any such issuance, Borrower shall deliver to the Administrative Agent a
        certificate of an Authorized Officer certifying as to the amount of
        (including the calculation of) such prepayment and reduction of the all
        commitments in the aggregate and, with respect to the issuance of Debt
        giving rise thereto, the gross proceeds thereof and the costs and
        expenses payable as a result thereof which were deducted in determining
        the amount of Net Proceeds.

        (c) Prepayments, Generally. All prepayments of Advances under the
Revolver A Loan, the Revolver B Loan and the Term Loan made solely pursuant to
this Section 2.05 shall cause the Revolver A Commitment, the Revolver B
Commitment, and the Term Loan to be reduced. Each prepayment applied to prepay
Advances under the Term Loan and reductions in the Revolver A Commitment and the
Revolver B Commitment shall be applied to prepay installments of Advances and
reductions of Commitments together with interest accrued thereon in the inverse
order of maturities or Commitment reductions. Each such prepayment of Advances
shall permanently reduce the Term Loan, the Revolver A Commitment, and the
Revolver B Commitment, respectively. Any prepayment of Advances pursuant to this
Section 2.05 shall be applied first to Base Rate Advances, if any, then
outstanding under the Facility, second to LIBOR Advances for which the date of
prepayment is the last day of the applicable Interest Period, if any,
outstanding under the Facility and third to LIBOR Advances with the shortest
remaining Interest Periods outstanding under the Facility. All such prepayments
shall be applied as follows: (i) 12.5% of such Net Proceeds to permanently
reduce the Revolver A Commitment (or after the Conversion Date, to prepay
scheduled principal payments in inverse order of maturity); (ii) 12.5% of such
Net Proceeds to permanently reduce the Revolver B Commitment in inverse order of
such Revolver B Commitment reduction; and (iii) 75% of such Net Proceeds to
prepay scheduled principal payments of the Term Loan, applied on a pro rata



                                       32
<PAGE>   40
basis to each scheduled installment of principal of the Term Loan set forth in
Section 2.06(c) that is unpaid at the time of such prepayment.

        2.06. Repayment.

        (a) The Revolver A Loan. On the date of a reduction of the Revolver A
Commitment pursuant to Section 2.04 hereof, to the extent the sum of the
aggregate outstanding Advances under the Revolver A Loan outstanding on the date
of reduction exceeds the Revolver A Commitment as reduced, such excess amounts
shall be immediately due and payable, which principal payment may not be made by
means of a Refinancing Advance. So long as no Default or Event of Default is in
existence or occurs as a result thereof and Borrower has satisfied the
applicable requirements under Article IV hereof, Advances outstanding under the
Revolver A Loan on the Conversion Date may be repaid with the proceeds of
Advances under the Converted Term Loan. In addition to any Revolver A Commitment
reduction provided above, Revolver A Advances shall be due 364 days after the
Closing Date, unless the Extension Option has been exercised, in which case
Revolver A Advances shall be due 364 days after the Option Date, and unless the
Conversion Option has been exercised, in which case Revolver A Advances shall be
due in principal installments as follows:

<TABLE>
<CAPTION>
        Dates                                      Amount of  Payment
        -----                                      ---------  -------
<S>                                                <C>
        September 30, 2003                                $  875,000
        December 31, 2003                                 $  875,000
        March 31, 2004                                    $1,312,500
        June 30, 2004                                     $1,312,500
        September 30, 2004                                $1,312,500
        December 31, 2004                                 $1,312,500
        March 31, 2005                                    $1,750,000
        June 30, 2005                                     $1,750,000
        September 30, 2005                                $1,750,000
        December 31, 2005                                 $1,750,000
        March 31, 2006                                    $2,625,000
        June 30, 2006                                     $2,625,000
        September 30, 2006                                $2,625,000
        December 31, 2006                                 $2,625,000
        March 31, 2007                                    $5,250,000
        June 30, 2007                                     $5,250,000
                                                          plus all other outstanding
                                                          Obligations
</TABLE>

        (b) The Revolver B Loan. (i) On the date of a reduction of the Revolver
B Commitment pursuant to Section 2.04 hereof, to the extent the sum of (A) the
aggregate outstanding Advances under the Revolver B Loan plus (B) the sum of the
aggregate face amount



                                       33
<PAGE>   41
of all outstanding Letters of Credit plus, (C) without duplication, all
Reimbursement Obligations related to any draw on any Letter of Credit,
outstanding on the date of reduction exceeds the Revolver B Commitment as
reduced, such excess amounts shall be immediately due and payable, which
principal payment may not be made by means of a Refinancing Advance and (ii)
Advances outstanding under the Revolver B Loan and all Reimbursement Obligations
from any draw on any Letter of Credit are due and payable in full on the
Maturity Date. In addition to any Revolver B Commitment reduction provided
above, the Revolver B Commitment shall also be reduced according to the
following schedule:

<TABLE>
<CAPTION>
        Dates                                             Amount of Commitment Reduction
        -----                                             ------------------------------
<S>                                                       <C>
        September 30, 2003                                $1,000,000
        December 31, 2003                                 $1,000,000

        March 31, 2004                                    $1,500,000
        June 30, 2004                                     $1,500,000
        September 30, 2004                                $1,500,000
        December 31, 2004                                 $1,500,000

        March 31, 2005                                    $2,000,000
        June 30, 2005                                     $2,000,000
        September 30, 2005                                $2,000,000
        December 31, 2005                                 $2,000,000

        March 31, 2006                                    $3,000,000
        June 30, 2006                                     $3,000,000
        September 30, 2006                                $3,000,000
        December 31, 2006                                 $3,000,000

        March 31, 2007                                    $6,000,000
        June 30, 2007                                     $6,000,000
                                                          plus all other outstanding
                                                          Obligations
</TABLE>


        (c) The Term Loan. Borrower shall repay Advances under the Term Loan in
quarterly installments payable to Administrative Agent for the Ratable account
of Lenders, commencing on September 30, 2003, in the following payment amounts
due and payable on the following dates set forth below:



                                       34
<PAGE>   42

<TABLE>
<CAPTION>
        Dates                                             Amount of Payment
        -----                                             -----------------
<S>                                                       <C>
        September 30, 2003                                $  875,000
        December 31, 2003                                 $  875,000

        March 31, 2004                                    $1,312,500
        June 30, 2004                                     $1,312,500
        September 30, 2004                                $1,312,500
        December 31, 2004                                 $1,312,500

        March 31, 2005                                    $1,750,000
        June 30, 2005                                     $1,750,000
        September 30, 2005                                $1,750,000
        December 31, 2005                                 $1,750,000

        March 31, 2006                                    $2,625,000
        June 30, 2006                                     $2,625,000
        September 30, 2006                                $2,625,000
        December 31, 2006                                 $2,625,000

        March 31, 2007                                    $5,250,000
        June 30, 2007                                     $5,250,000
                                                          plus all other outstanding
                                                          Obligations
</TABLE>

        (c) Other Obligations. All Obligations not otherwise due and payable
under Section 2.06(a) and Section 2.06(b) above shall be due and payable in full
on the Maturity Date.

        2.07. Interest. Subject to Section 2.08 below, Borrower shall pay
interest on the unpaid principal amount of each Advance from the date of such
Advance until such principal shall be paid in full, at the following rates:

               (a) Base Rate Advances. Base Rate Advances shall bear interest at
        a rate per annum equal to the lesser of (i) the Base Rate as in effect
        from time to time and (ii) the Highest Lawful Rate. If the amount of
        interest payable in respect of any interest computation period is
        reduced to the Highest Lawful Rate pursuant to the immediately preceding
        sentence and the amount of interest payable in respect of any subsequent
        interest computation period would be less than the Maximum Amount, then
        the amount of interest payable in respect of such subsequent interest
        computation period shall be automatically increased to Maximum Amount;
        provided that at no time shall the aggregate amount by which interest
        paid has been increased pursuant to this sentence exceed the aggregate
        amount by which interest has been reduced pursuant to the immediately
        preceding sentence.



                                       35
<PAGE>   43
               (b) LIBOR Advances. LIBOR Advances shall bear interest at the
        rate per annum equal to the LIBOR Rate applicable to such Advance, which
        at no time shall exceed the Highest Lawful Rate.

               (c) Payment Dates. Accrued and unpaid interest on Base Rate
        Advances shall be paid quarterly in arrears on each Quarterly Date and
        on the appropriate maturity, repayment or prepayment date. Accrued and
        unpaid interest on LIBOR Advances shall be paid on the last day of the
        appropriate Interest Period and on the date of any prepayment or
        repayment of such Advance; provided, however, that if any Interest
        Period for a LIBOR Advance exceeds three months, interest shall also be
        paid on each date occurring during the Interest Period which is the
        three month anniversary date of the first day of the Interest Period.

        2.08. Default Interest. During the continuation of any Event of
Default, Borrower shall pay, on demand, interest (after as well as before
judgment to the extent permitted by Law) on the principal amount of all Advances
outstanding and on all other Obligations due and unpaid hereunder for each
Advance equal to the lesser of the (a) the Highest Lawful Rate and (b) the Base
Rate (whether or not in effect) plus 2.00%.

        2.09.  Continuation and Conversion Elections.

        (a) Borrower may upon irrevocable written notice to Administrative Agent
and subject to the terms of this Agreement:

                      (i) elect to convert, on any Business Day, all or any
        portion of outstanding Base Rate Advances (in an aggregate amount not
        less than $500,000 or a larger integral multiple of $100,000 in excess
        thereof) into LIBOR Advances.

                      (ii) elect to convert at the end of any Interest Period
        therefor, all or any portion of outstanding LIBOR Advances comprised in
        the same Borrowing (in an aggregate amount not less than $100,000 or a
        larger integral multiple of $100,000 in excess thereof) into Base Rate
        Advances; or

                      (iii) elect to continue, at the end of any Interest Period
        therefor, any LIBOR Advances;

        provided, however, that (i) if the aggregate amount of outstanding LIBOR
Advances comprised in the same Borrowing shall have been reduced as a result of
any payment, prepayment or conversion of part thereof to an amount less than
$500,000, the LIBOR Advances comprised in such Borrowing shall automatically
convert into Base Rate Advances at the end of each respective Interest Period,
and (ii) Borrower shall have no right to convert or continue any LIBOR Advances
if any Event of Default has occurred and is continuing.



                                       36
<PAGE>   44

        (b) Borrower shall deliver a notice of conversion or continuation (a
"Notice of Conversion/Continuation"), in substantially the form of Exhibit E
hereto, to Administrative Agent not later than (i) 10:00 a.m. pacific time three
Business Days prior to the proposed date of conversion or continuation, if the
Advances or any portion thereof are to be converted into or continued as LIBOR
Advances; and (ii) not later than 10:00 a.m. on the proposed date of conversion
or continuation, if the Advances or any portion thereof are to be converted into
Base Rate Advances.

        Each such Notice of Conversion/Continuation shall be by telecopy or
telephone, promptly confirmed in writing, specifying therein:

                      (i) the proposed date of conversion or continuation;

                      (ii) the aggregate amount of Advances to be converted or
        continued;

                      (iii) the nature of the proposed conversion or
        continuation; and

                      (iv) the duration of the applicable Interest Period.

        (c) If, upon the expiration of any Interest Period applicable to LIBOR
Advances, Borrower shall have failed to select a new Interest Period to be
applicable to such LIBOR Advances or if a Default or Event of Default shall then
have occurred and be continuing, Borrower shall be deemed to have elected to
convert such LIBOR Advances into Base Rate Advances effective as of the
expiration date of such current Interest Period.

        (d) Upon receipt of a Notice of Conversion/Continuation, Administrative
Agent shall promptly notify each Lender thereof. All conversions and
continuations shall be made pro rata among Lenders based on their Specified
Percentage of the respective outstanding principal amounts of the Advances with
respect to which such notice was given held by each Lender.

        (e) Notwithstanding any other provision contained in this Agreement,
after giving effect to any conversion or continuation of any Advances, there
shall not be outstanding Advances with more than seven different Interest
Periods.



                                       37
<PAGE>   45
        2.10. Fees. (a) Subject to Section 10.09 hereof, Borrower agrees to pay
to the Administrative Agent, for the account of the Lenders in accordance with
their Specified Percentages, a commitment fee (the "Commitment Fee") on (i) the
average daily amount of the Unused Revolver A Commitment, from the Closing Date
through the Conversion Date, at the rate of (A) if the Leverage Ratio as
determined as of the last day of the most recently completed fiscal quarter is
greater than or equal to 5.00 to 1.00, 0.25% per annum, payable quarterly in
arrears on each Quarterly Date occurring after the Closing Date, with the last
such payment due and owing on the Conversion Date or (B) if the Leverage Ratio
as determined as of the last day of the most recently completed fiscal quarter
is less than 5.00 to 1.00, 0.1875%, payable quarterly in arrears on each
Quarterly Date occurring after the Closing, with such last payment due and
payable on the Conversion Date and (ii) the average daily amount of the Unused
Revolver B Commitment, from the Closing Date through the Maturity Date, at the
rate of (A) if the Leverage Ratio as determined as of the last day of the most
recently completed fiscal quarter is greater than or equal to 5.00 to 1.00,
0.50% per annum, payable quarterly in arrears on each Quarterly Date occurring
after the Closing Date, with the last such payment due and owing on the Maturity
Date or (B) if the Leverage Ratio as determined as of the last day of the most
recently completed fiscal quarter is less than 5.00 to 1.00, 0.3750%, payable
quarterly in arrears on each Quarterly Date occurring after the Closing, with
the last such payment due and owing on the Maturity Date.

        (b) Subject to Section 10.09 hereof, Borrower agrees to pay to the
Administrative Agent for its own account as Administrative Agent and
underwriter, and to Banc of America Securities LLC, as arranger hereunder, such
fees as agreed to in writing among Borrower and the Administrative Agent and
Banc of America Securities LLC, payable as set forth in that certain Fee Letter
executed among Borrower, the Administrative Agent and Banc of America Securities
LLC in accordance with the terms of the Fee Letter.

        (c) Subject to Section 10.09 hereof, Borrower agrees to pay to the
Administrative Agent, for the account of certain of the Lenders, such fees as
are agreed to in writing in any such Fee Letters.

        2.11. Funding Losses. If Borrower makes any payment or prepayment of
principal with respect to any LIBOR Advance (including payments made after any
acceleration thereof) or converts any Advance from a LIBOR Advance on any day
other than the last day of an Interest Period applicable thereto or if Borrower
fails to prepay, borrow, convert, or continue any LIBOR Advance after a notice
of prepayment, borrowing, conversion or continuation has been given (or is
deemed to have been given) to Administrative Agent, Borrower shall pay to each
Lender on demand (subject to Section 10.09 hereof) any Consequential Loss.
Borrower agrees that each Lender is not obligated to actually reinvest the
amount prepaid in any specific obligation as a condition to receiving any
Consequential Loss, or otherwise.

        2.12. Computations and Manner of Payments.



                                       38
<PAGE>   46

        (a) Borrower shall make each payment hereunder and under the other Loan
Papers not later than 11:00 a.m. pacific time on the day when due in same day
funds to Administrative Agent, for the Ratable account of Lenders unless
otherwise specifically provided herein, at

                              Administrative Agent
                                 Bank of America
                               ABA No. 111 0000 12
                            Acct. Name: Corporate FTA
                              Acct No.: 3750836479
                               Attn: Chanita Moore
                         Re: Northland Cable Television

for further credit to the account of Northland Cable.

        (b) Unless Administrative Agent shall have received notice from Borrower
prior to the date on which any payment is due hereunder that Borrower will not
make payment in full, Administrative Agent may assume that such payment is so
made on such date and may, in reliance upon such assumption, make distributions
to Lenders. If and to the extent Borrower shall not have made such payment in
full, each Lender shall repay to Administrative Agent forthwith on demand the
applicable amount distributed, together with interest thereon at the Federal
Funds Rate, from the date of distribution until the date of repayment. Borrower
hereby authorizes each Lender, if and to the extent payment is not made when due
hereunder, to charge the amount so due against any account of Borrower with such
Lender.

        (c) Subject to Section 10.09 hereof, interest on Advances, the
Commitment Fee and other amounts due under the Loan Papers shall be calculated
on the basis of actual days elapsed but computed as if each year consisted of
360 days. Such computations shall be made including the first day but excluding
the last day occurring in the period for which such interest, payment or
Commitment Fee is payable. Each determination by Administrative Agent or a
Lender of an interest rate, fee or commission hereunder shall be conclusive and
binding for all purposes, absent manifest error. All payments under the Loan
Papers shall be made in United States dollars, and without setoff, counterclaim,
or other defense.

        (d) Reference to any particular index or reference rate for determining
any applicable interest rate under this Agreement is for purposes of calculating
the interest due and is not intended as and shall not be construed as requiring
any Lender to actually fund any Advance at any particular index or reference
rate.

        2.13. Yield Protection.


(a) If any Lender determines that either (i) the adoption, after the date
hereof, of any Applicable Law, rule, regulation or guideline regarding capital
adequacy and applicable to



                                       39

<PAGE>   47
commercial banks or financial institutions generally or any change therein, or
any change, after the date hereof, in the interpretation or administration
thereof by any Tribunal, central bank or comparable agency charged with the
interpretation or administration thereof, or (ii) compliance by any Lender (or
Lending Office of any Lender) with any request or directive made after the date
hereof applicable to commercial banks or financial institutions generally
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency has the effect of reducing the rate
of return on such Lender's capital as a consequence of its obligations hereunder
to a level below that which such Lender could have achieved but for such
adoption, change or compliance (taking into consideration such Lender's policies
with respect to capital adequacy BUT EXCLUDING CONSEQUENCES OF SUCH LENDER'S
NEGLIGENCE OR INTENTIONAL DISREGARD OF LAW OR REGULATION) by an amount
reasonably deemed by such Lender to be material, then from time to time, within
fifteen days after demand by such Lender, Borrower shall pay to such Lender such
additional amount or amounts as will adequately compensate such Lender for such
reduction. Each Lender will notify Borrower of any event occurring after the
date of this Agreement which will entitle such Lender to compensation pursuant
to this Section 2.13(a) as promptly as practicable after such Lender obtains
actual knowledge of such event; provided, no Lender shall be liable for its
failure or the failure of any other Lender to provide such notification. A
certificate of such Lender claiming compensation under this Section 2.13(a),
setting forth in reasonable detail the calculation of the additional amount or
amounts to be paid to it hereunder and certifying that such claim is consistent
with such Lender's treatment of similar customers having similar provisions
generally in their agreements with such Lender shall be conclusive in the
absence of manifest error. Each Lender shall use reasonable efforts to mitigate
the effect upon Borrower of any such increased costs payable to such Lender
under this Section 2.13(a).

(b) If, after the date hereof, any Tribunal, central bank or other comparable
authority, at any time imposes, modifies or deems applicable any reserve
(including, without limitation, any imposed by the Board of Governors of the
Federal Reserve System), special deposit or similar requirement against assets
of, deposits with or for the amount of, or credit extended by, any Lender, or
imposes on any Lender any other condition affecting a Letter of Credit, a LIBOR
Advance, the Notes, or its obligation to make a LIBOR Advance; and the result of
any of the foregoing is to increase the cost to such Lender of making or
maintaining its Letter of Credit, LIBOR Advances, or to reduce the amount of any
sum received or receivable by such Lender under this Agreement or under the
Notes or Reimbursement Obligations by an amount deemed by such Lender, to be
material, then, within five days after demand by such Lender, Borrower shall pay
to such Lender such additional amount or amounts as will compensate such Lender
for such increased cost or reduction. Each Lender will (i) notify Borrower and
Administrative Agent of any event occurring after the date of this Agreement
that entitles such Lender to compensation pursuant to this Section 2.13(b), as
promptly as practicable after such Lender obtains actual knowledge of the event;
provided, no Lender shall be liable for its failure or the failure of any other
Lender to provide such notification and (ii) use good faith and reasonable
efforts to designate a different Lending Office for LIBOR Advances of such
Lender if the designation will



                                       40
<PAGE>   48
void the need for, or reduce the amount of, the compensation and will not, in
the sole opinion of such Lender, be disadvantageous to such Lender. A
certificate of such Lender claiming compensation under this Section 2.13(b),
setting forth in reasonable detail the computation of the additional amount or
amounts to be paid to it hereunder and certifying that such claim is consistent
with such Lender's treatment of similar customers having similar provisions
generally in their agreements with such Lender shall be conclusive in the
absence of manifest error. If such Lender demands compensation under this
Section 2.13(b), Borrower may at any time, on at least five Business Days' prior
notice to such Lender (i) repay in full the then outstanding principal amount of
LIBOR Advances, of such Lender, together with accrued interest thereon, or (ii)
convert the LIBOR Advances to Base Rate Advances in accordance with the
provisions of this Agreement; provided, however, that Borrower shall be liable
for the Consequential Loss arising pursuant to those actions.

(c) Notwithstanding any other provision of this Agreement, if the introduction
of or any change in or in the interpretation or administration of any Law shall
make it unlawful, or any central bank or other Tribunal shall assert that it is
unlawful, for a Lender to perform its obligations hereunder to issue or maintain
Letters of Credit, make LIBOR Advances or to continue to fund or maintain LIBOR
Advances hereunder, then, on notice thereof and demand therefor by such Lender
to Borrower, (i) each LIBOR Advance will automatically, upon such demand,
convert into a Base Rate Advance, (ii) the obligation of such Lender to make, or
to convert Advances into, LIBOR Advances shall be suspended until such Lender
notifies Administrative Agent and Borrower that such Lender has determined that
the circumstances causing such suspension no longer exist and (iii) the
obligation of such Lender to make or maintain Letters of Credit shall be
suspended until such Lender notifies Administrative Agent and Borrower that such
Lender has determined that the circumstances causing such suspension no longer
exist.

(d) Upon the occurrence and during the continuance of any Default or Event of
Default, (i) each LIBOR Advance will automatically, on the last day of the then
existing Interest Period therefor, convert into a Base Rate Advance and (ii) the
obligation of each Lender to make, or to convert Advances into, LIBOR Advances
shall be suspended.

(e) Failure on the part of any Lender to demand compensation for any increased
costs, increased capital or reduction in amounts received or receivable or
reduction in return on capital pursuant to this Section 2.13 with respect to any
period shall not constitute a waiver of any Lender's right to demand
compensation with respect to such period or any other period, subject, however,
to the limitations set forth in this Section 2.13.

(f) The obligations of Borrower under this Section 2.13 shall survive any
termination of this Agreement.

(g) Determinations by Lenders for purposes of this Section 2.13 shall be
conclusive, absent manifest error. Any certificate delivered to Borrower by a
Lender pursuant to this Section 2.13



                                       41
<PAGE>   49
shall include in reasonable detail the basis for such Lender's demand for
additional compensation and a certification that the claim for compensation is
consistent with such Lender's treatment of similar customers having similar
provisions generally in their agreements with such Lender.

(h) If any Lender notifies Administrative Agent that the LIBOR Rate for any
Interest Period for any LIBOR Advances will not adequately reflect the cost to
such Lender of making, funding or maintaining LIBOR Advances for such Interest
Period, Administrative Agent shall promptly so notify Borrower, whereupon (i)
each such LIBOR Advance will automatically, on the last day of the then existing
Interest Period therefor, convert into a Base Rate Advance and (ii) the
obligation of such Lender to make, or to convert Advances into, LIBOR Advances
shall be suspended until such Lender notifies Administrative Agent that such
Lender has determined that the circumstances causing such suspension no longer
exist and Administrative Agent notifies Borrower of such fact.

(i) 2.14. Use of Proceeds. The proceeds of the Advances shall be available (and
Borrower shall use such proceeds) to (a) refinance existing Funded Debt of
Borrower, (b) finance proposed acquisitions, (c) finance Capital Expenditures,
and (d) use for general working capital purposes.

        2.15. Collateral and Collateral Call.

        (a) Collateral. Payment of the Obligations is secured by (i) a first
perfected security interest in 100% of the Capital Stock of the Borrower's
Subsidiaries and 100% of the Capital Stock of Borrower, (ii) subject to
Permitted Liens, a first perfected security interest in substantially all of the
accounts, equipment (other than motor vehicles), inventory, chattel paper,
general intangibles, and other assets of Borrower and its Subsidiaries as
determined in the discretion of the Administrative Agent, (iii) a pledge of all
Intercompany Notes, (iv) a Guaranty of the Obligations executed by each
Guarantor and (v) an assignment of all rights and privileges under all
management agreements entered into by Borrower or any Borrower Subsidiary,
(collectively, together with all other Properties or assets of Borrower,
Subsidiaries and other Persons securing the Obligations from time to time, the
"Collateral"). Borrower agrees that it will, and will cause its Subsidiaries
and, to the extent as is applicable to such Affiliate, each of its Affiliates,
to, execute and deliver, or cause to be executed and delivered, such documents
as the Administrative Agent may from time to time reasonably request to create
and perfect a first Lien for the benefit of the Administrative Agent and the
Lenders in the Collateral.

        (b) Collateral Call. Borrower agrees that it will, and will cause any
other Person owning any interest in Borrower or any Borrower Subsidiary from
time to time to immediately pledge such interest to secure the Obligations,
pursuant to a pledge agreement substantially in the form of the Pledge
Agreements. Borrower agrees to, and agrees to cause Borrower's Subsidiaries to,
promptly grant the Administrative Agent and the Lenders from time to time at the
request of the Lenders a Lien on any of the Property of Borrower or any Borrower
Subsidiary not already constituting Collateral. In that regard, Borrower shall,
and shall cause its



                                       42
<PAGE>   50
Subsidiaries to, use best efforts to assist the Administrative Agent and the
Lenders in creating and perfecting a first Lien, subject to Permitted Liens, for
the benefit of Administrative Agent and Lenders securing the Obligations in any
such Property of Borrower and its Subsidiaries, including, without limitation,
providing the Administrative Agent with UCC-11 searches, Tax and Lien searches,
intellectual property documentation and registration and other similar types of
documents, consents, Authorizations, instruments and agreements relating to all
Property of Borrower and its Subsidiaries as reasonably requested by the
Administrative Agent from time to time.

        2.16. Extension Option and Conversion Option Relating to the Revolver A
Loan.

        (a) Extension Option. On the Option Date (so long as the Borrower has
not elected the Conversion Option), the Borrower, with the prior written consent
of Revolver A Lenders holding 66.66% of outstanding Revolver A Advances, or if
there are no Revolver A Advances outstanding, 66.66% of the Revolver A
Commitment (the "Revolver A Determining Lenders"), and so long as there exists
no Default, may elect to extend the maturity of the Revolver A Loan for an
additional 364 day period until the Extension Final Maturity. Such election must
be made no sooner than 60 days prior to the applicable Option Date and no later
than 30 days (or such lesser period as agreed to by the Administrative Agent and
the Lenders agreeing to extend) prior to the Option Date by written notice in
accordance with the terms of Section 10.02 hereof to each Lender selected by the
Borrower and the Administrative Agent, of its request to extend the final
maturity of the Revolver A Loan. Each Revolver A Lender shall, no later 10
Business Days after receipt of such notice (or such lesser time period agreed to
by the Borrower and the Administrative Agent); provided that in no case shall
such response be delivered more than 45 calendar days prior to the Option Date,
give written notice to the Borrower and the Administrative Agent of its approval
or disapproval of such extension. Any Lender failing to give such notice shall
be deemed to have rejected such extension; and, upon the Option Date, its
Revolver A Specified Percentage shall be zero and such Lender shall not be
participating in the Revolver A Loan thereafter. Notwithstanding anything herein
to the contrary, no Lender shall be obligated to consent to such extension. If
the Borrower fails to receive the consent of Revolver A Lenders having Revolver
A Specified Percentages totaling 100%, then, if the Revolver A Determining
Lenders have consented to such extension (i) only those consenting Revolver A
Lenders will have Revolver A Specified Percentages in excess of zero, (ii) the
Revolver A Commitment shall be reduced by a dollar amount equal to the product
of the non-consenting Lenders' Revolver A Specified Percentages times the
Revolver A Commitment in effect on the day before the Option Date or the
Borrower and the Administrative Agent may agree to add new lenders or consenting
Lenders acceptable to the Administrative Agent to purchase from each
non-extending Lender its rights, duties and obligations under this Agreement and
the Loan Papers in accordance with Section 10.04 hereof, (iii) the
Administrative Agent will notify each (A) Revolver A Lender of its reallocated
Revolver A Specified Percentage and the new Revolver A Commitment and (B) each
Lender of the reallocated Total Specified Percentages (if any), (iv) the
Borrower will pay all costs incurred as a result of any such reallocation of
Revolver A



                                       43
<PAGE>   51

Specified Percentages in accordance with the terms of Section 2.09 hereof, (v)
the Borrower shall repay in full all portions of the Obligations representing
such non-consenting Lenders' Revolver A Specified Percentages of all outstanding
Revolver A, together with interest and fees thereunder, to such non-consenting
Lenders, (vi) the Borrower shall, at the request of each Revolver A Lender or
new Revolver A Lender in accordance with the terms of Section 2.03 hereof,
execute and deliver new promissory notes to each extending Revolver A Lender or
new Revolver A Lender in the form required by the Administrative Agent and (vii)
subject to satisfaction of each of the foregoing requirements, the Revolver A
Loan final maturity shall be automatically extended on the Option Date to the
Extension Final Maturity. If the Borrower receives the consent of Revolver A
Lenders having Revolver A Specified Percentages totaling 100%, then the Revolver
A Loan final maturity shall be automatically extended on the Option Date to the
Extension Final Maturity, and each Revolver A Lender will retain its Revolver A
Specified Percentage and the Revolver A Commitment shall remain the same.

        (b) Conversion Option. On the Option Date, or, if the Borrower and the
Lenders have agreed to extend the Revolver A Loan until the Extension Final
Maturity, then on the Extension Final Maturity, the Borrower, so long as there
exists no Default or Event of Default on such date of conversion, shall have the
option (which shall not require the consent of any Lender) to convert the
Revolver A Loan to a term loan (the "Converted Term Loan"). Such election must
be made no sooner than 60 days prior to the Option Date or Extension Final
Maturity, as applicable, and no later than 30 days prior to the Option Date or
Extension Final Maturity, as applicable, (or such shorter period as agreed to by
the Administrative Agent), by written notice in accordance with the terms of
Section 10.02 hereof to the Administrative Agent of the election of such
conversion. Prior to the Conversion Date, to the extent requested by each
Revolver A Lender in accordance with the terms of Section 2.03 hereof, the
Borrower shall execute and deliver new promissory notes to each Revolver A
Lender in the form required by the Administrative Agent. Upon such notice (and
receipt by the Revolver A Lenders of the new promissory notes (if any)), the
Revolver A Loan shall automatically convert to the Converted Term Loan on the
Option Date or the Extension Final Maturity, as applicable.

        2.17. Uncommitted Increase of the Revolver B Commitment. At any time
during the first 24 months after the Closing Date, and subject to the terms set
forth below, from time to time, upon request by the Borrower to Administrative
Agent and any other existing Lender selected by the Borrower and the
Administrative Agent and upon approval of the Majority Lenders, the Revolver B
Commitment shall increase by up to $50,000,000 (to a maximum of $90,000,000) in
the manner set forth in (a) below, so long as the conditions set forth in (b)
and (c) below have been satisfied:

        (a) (i) Each increase in the Revolver B Commitment may be effected by
        the Administrative Agent and the Lenders and other lenders agreeing to
        participate in such increase (the "Participating Lenders"), provided
        that, the Borrower shall not be entitled to



                                       44
<PAGE>   52
        increase the Revolver B Commitment more than two times during the term
        of this Agreement,

               (ii) Each potential Participating Lender specified by the
        Borrower shall have received not less than ten Business Days' prior
        written notice from the Borrower requesting such increase in the
        Revolver B Commitment. Each Participating Lender shall commit to an
        amount not less than $2,500,000 but shall accept any allocation amount
        designated by the Borrower and the Administrative Agent that is equal to
        or less than its proposed portion of the increase in the Revolver B
        Commitment,

               (iii) The Administrative Agent shall have received from the
        Borrower (A) a certificate from the Borrower certifying to the
        Administrative Agent and the Participating Lenders that (1) no other
        approvals or consents from any Person are required by any such Person
        except to the extent they have been received, and (2) the matters set
        forth in Section 4.02 are true and correct both before and after giving
        effect to any proposed increase in the Revolver B Commitment and (B)
        financial projections in form and substance reasonably acceptable to the
        Participating Lenders and demonstrating compliance with Section 7.01
        hereof throughout the term of this Agreement,

               (iv) Each Participating Lender (including any new Lenders party
        hereto) shall have received (if they request) a promissory note
        reflecting such Participating Lender's new Commitment amount, and the
        Borrower and each existing (regardless of whether such existing Lender
        is participating in any increase) and new Participating Lender agree to
        execute any and all such documents reasonably deemed necessary by the
        Administrative Agent in order to effectuate this Section 2.17,

               (v) On or prior to the date of increase, each new lender being
        added as a Lender shall deliver to the Borrower and the Administrative
        Agent documentation evidencing such new Lender's acceptance of this
        Agreement and all the other Loan Papers in form and substance reasonably
        acceptable to the Administrative Agent and the Borrower (and making such
        Lender a party to this Agreement and the other Loan Papers), and

               (vi) On or after the date of increase, the Administrative Agent
        shall deliver to each Lender notice of the new Revolver B Specified
        Percentages and new Total Specified Percentages (if any), in each case
        adjusted to give effect to the increase in the Revolver B Commitment.

        (b) Each increase of the Revolver B Commitment shall be subject to the
following conditions:



                                       45
<PAGE>   53

               (i) On any date of proposed increase of the Revolver B
        Commitment, the representations and warranties contained in Article 4
        hereof shall be true and correct at such time in all material respects,
        both before and after giving effect to the increase of the Revolver B
        Commitment, except those representations and warranties that
        specifically speak as of a particular date,

               (ii) No event shall have occurred that has had, or could
        reasonably be expected to cause, a Material Adverse Effect,

               (iii) There shall not exist a Default or an Event of Default
        hereunder and none shall exist as a result of (A) any such increase in
        the Revolver B Commitment or (B) the making of any Advance under such
        increase on the effective date of such increase, and

               (iv) Promptly upon notice thereof, provided that such notice is
        delivered to the Borrower within 180 days of the incurrence thereof,
        payment by the Borrower of any Consequential Losses (breakage) that are
        incurred by any Lender in connection with any such increase in the
        Revolver B Commitment and the necessary reallocation among the existing
        Lenders and/or new creditors.

        (c) Notwithstanding anything herein or in any other Loan Paper to the
contrary,

               (i) the Borrower is not obligated to request participation from,
        or allocate to, any existing Lender any portion of the proposed increase
        of the Revolver B Commitment. Each existing Lender agrees and
        acknowledges that new lenders may be allocated all or any portion of the
        proposed increase upon the determination of the Borrower and the
        Administrative Agent,

               (ii) lenders participating in any increase to the Revolver B
        Commitment will become "Lenders" and be entitled to the same rights as
        each existing Lender, including without limitation, comparable terms
        regarding pro rata prepayment, repayment and commitment reduction, and
        the benefit of the other Loan Papers,

               (iii) No Lender shall be obligated to increase the dollar amount
        of its Specified Percentage of the Revolver B Commitment without its
        written consent in its sole discretion, and

               (iv) All increases effected in accordance with the terms of this
        Section 2.17 in the aggregate shall not exceed $50,000,000 and must be
        permissible under the Northland Indenture, or the Northland Indenture
        must have been terminated.



                                       46
<PAGE>   54


                         ARTICLE III. LETTERS OF CREDIT

        3.01. Issuance and Amendment of Letters of Credit. Borrower shall give
the Issuing Bank not less than five Business Days prior written notice by
telecopier (with a copy to Administrative Agent) of a request for the issuance
or amendment of a Letter of Credit in the form of an application, appropriately
completed and signed by an Authorized Officer of the Borrower, and the Issuing
Bank shall promptly notify each Lender of such request. Upon receipt of
Borrower's properly completed and duly executed Applications, and subject to the
terms of such Applications and to the terms of this Agreement, the Issuing Bank
agrees to issue Letters of Credit on behalf of Borrower in an aggregate face
amount not in excess of the Letter of Credit Commitment at any one time
outstanding, each such Letter of Credit to be issued to the beneficiary of such
Letter of Credit, unless written instructions to the contrary have been received
by the Issuing Bank. No Letter of Credit shall have a maturity extending beyond
the earliest of (a) the Maturity Date, or (b) one year from the date of its
issuance, or (c) such earlier date as may be required to enable Borrower to
satisfy its repayment obligations under Section 2.06 hereof. Subject to such
maturity limitations and so long as no Default or Event of Default has occurred
and is continuing or would result from the renewal of a Letter of Credit, the
Letters of Credit may be renewed by the Issuing Bank in its discretion. The
Lenders shall participate ratably in any liability under the Letters of Credit
and in any unpaid Reimbursement Obligations of Borrower with respect to any
Letter of Credit in their Specified Percentages. The amount of the Letters of
Credit issued and outstanding and the unpaid Reimbursement Obligations of
Borrower for such Letters of Credit shall reduce the amount of the Revolver B
Commitment available, so that at no time shall the sum of (i) the aggregate
outstanding Advances under the Revolver B Loan plus (ii) the sum of the
aggregate face amount of all outstanding Letters of Credit plus, (iii) without
duplication, all Reimbursement Obligations related to any draw on any Letter of
Credit, exceed the Revolver B Commitment, and at no time shall the sum of all
Advances by any Lender made under the Revolver B Loan, plus its ratable share of
amounts available to be drawn under the Letters of Credit and the unpaid
Reimbursement Obligations of Borrower in respect of such Letters of Credit
exceed its Specified Percentage of the Revolver B Commitment.

        3.02. Letters of Credit Fee. In consideration for the issuance (and any
renewal) of each Letter of Credit, Borrower shall pay to the Issuing Bank for
the account of the Issuing Bank and the Lenders in accordance with their
Specified Percentages, a fee in an amount equal to the greater of (a) $500 and
(b) the amount equal to one percent multiplied by the face amount of each such
Letter of Credit. Each fee for a Letter of Credit shall be due and payable in
full on the date of issuance of each Letter of Credit, and each renewal of each
Letter of Credit.

        3.03. Reimbursement Obligations.

        (a) Borrower hereby agrees to reimburse Issuing Bank immediately upon
demand by Issuing Bank, and in immediately available funds, for any payment or
disbursement made by



                                       47
<PAGE>   55

Issuing Bank under any Letter of Credit. Payment shall be made by Borrower with
interest on the amount so paid or disbursed by Issuing Bank from and including
the date payment is made under any Letter of Credit to and including the date of
payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the
Base Rate in effect from time to time plus three percent per annum; provided,
however, that if Borrower would be permitted under the terms of Section 2.01,
Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to
their Reimbursement Obligation for a drawing under any Letter of Credit, a Base
Rate Advance by each Lender, in an amount equal to such Lender's Specified
Percentage, shall automatically be deemed made on the date of any such payment
or disbursement made by Issuing Bank in the amount of such obligation and
subject to the terms of this Agreement.

        (b) Borrower hereby also agrees to pay to Issuing Bank immediately upon
demand by Issuing Bank and in immediately available funds, as security for their
Reimbursement Obligations in respect of the Letters of Credit under Section
3.03(a) hereof and any other amounts payable hereunder and under the Notes, an
amount equal to the aggregate amount available to be drawn under Letters of
Credit then outstanding, irrespective of whether the Letters of Credit have been
drawn upon, at the occurrence of any of the following events: (i) upon an Event
of Default, and (ii) upon a Change of Control. Any such payments shall be
deposited in a separate account designated "Northland Special Account" or such
other designation as Issuing Bank shall elect. All such amounts deposited with
Issuing Bank shall be and shall remain funds of Borrower on deposit with Issuing
Bank and may be invested by Issuing Bank as Issuing Bank shall determine. Such
amounts may not be used by Issuing Bank to pay the drawings under the Letters of
Credit; however, such amounts may be used by Issuing Bank as reimbursement for
Letter of Credit drawings which Issuing Bank has paid. If any amounts in the
Northland Special Account shall have been deposited upon the occurrence of an
Event of Default only and such Event of Default shall have been subsequently
cured or waived and no other Event of Default exists, Borrower shall be relieved
of its obligations under this Section 3.03(b) until either of the two events
specified in Section 3.03(b)(i) or Section 3.03(b)(ii) shall occur again. During
the existence of an Event of Default but after the expiry of any Letter of
Credit that was not drawn upon, Borrower may direct the Issuing Bank to use any
cash collateral for any such expired Letter of Credit, if any, to reduce the
amount of the Obligations. Any amounts remaining in the Northland Special
Account, after the date of the expiry of all Letters of Credit and after all
Obligations have been paid in full, shall be repaid to Borrower promptly after
such expiry and such payment in full.

        (c) The obligations of Borrower under this Section 3.03 will continue
until all Letters of Credit have expired and all Reimbursement Obligations with
respect thereto have been paid in full by Borrower and until all other
Obligations shall have been paid in full.

        (d) Borrower shall be obligated to reimburse Issuing Bank upon demand
for all amounts paid under the Letters of Credit as set forth in Section 3.03(a)
hereof; provided, however, if Borrower for any reason fails to reimburse Issuing
Bank in full upon demand, whether by



                                       48
<PAGE>   56

borrowing Advances to pay such Reimbursement Obligations or otherwise, the
Lenders shall reimburse Issuing Bank in accordance with each Lender's Specified
Percentage for amounts due and unpaid from the Companies as set forth in Section
3.04 hereof; provided, however, that no such reimbursement made by the Lenders
shall discharge Borrower's obligations to reimburse Issuing Bank.

        (e) Borrower shall indemnify and hold Issuing Bank, Administrative Agent
or any Lender, its officers, directors, representatives and employees harmless
from loss for any claim, demand or liability which may be asserted against
Issuing Bank, Administrative Agent or such indemnified party in connection with
actions taken under the Letters of Credit or in connection therewith (INCLUDING
LOSSES RESULTING FROM THE NEGLIGENCE OF ISSUING BANK, ADMINISTRATIVE AGENT OR
SUCH INDEMNIFIED PARTY), and shall pay Issuing Bank or Administrative Agent for
reasonable fees of attorneys (who may be employees of Issuing Bank or
Administrative Agent) and legal costs paid or incurred by Issuing Bank or
Administrative Agent in connection with any matter related to the Letters of
Credit, except for losses and liabilities incurred as a direct result of the
gross negligence or wilful misconduct of Issuing Bank or Administrative Agent or
such indemnified party. If Borrower for any reason fails to indemnify or pay
Issuing Bank or Administrative Agent or such indemnified party as set forth
herein in full, the Lenders shall indemnify and pay Issuing Bank or
Administrative Agent upon demand, in accordance with each Lender's Specified
Percentage of such amounts due and unpaid from Borrower. The provisions of this
Section 3.03(e) shall survive the termination of this Agreement.

        3.04. Lenders' Obligations. Each Lender agrees, unconditionally and
irrevocably to reimburse Issuing Bank (to the extent Issuing Bank is not
otherwise reimbursed by Borrower in accordance with Section 3.03(a) hereof) on
demand for such Lender's Specified Percentage of each draw paid by Issuing Bank
under any Letter of Credit. All amounts payable by any Lender under this
subsection shall include interest thereon at the Federal Funds Effective Rate,
from the date of the applicable draw to the date of reimbursement by such
Lender. No Lender shall be liable for the performance or nonperformance of the
obligations of any other Lender under this Section. The obligations of the
Lenders under this Section shall continue after the Maturity Date and shall
survive termination of any Loan Papers.

        3.05. Issuing Bank's Obligations.

        (a) Issuing Bank makes no representation or warranty, and assumes no
responsibility with respect to the validity, legality, sufficiency or
enforceability of any Application or any document relative thereto or to the
collectibility thereunder. Issuing Bank assumes no responsibility for the
financial condition of Borrower and its Subsidiaries or for the performance of
any obligation of Borrower. Issuing Bank may use its discretion with respect to
exercising or refraining from exercising any rights, or taking or refraining
from taking any action which may be vested in it or which it may be entitled to
take or assert with respect to any Letter of Credit or any Application.



                                       49
<PAGE>   57

        (b) Except as set forth in subsection (c) below, Issuing Bank shall be
under no liability to any Lender, with respect to anything the Issuing Bank may
do or refrain from doing in the exercise of its judgment, the sole liability and
responsibility of Issuing Bank being to handle each Lender's share on as
favorable a basis as Issuing Bank handles its own share and to promptly remit to
each Lender its share of any sums received by Issuing Bank under any
Application. Issuing Bank shall have no duties or responsibilities except those
expressly set forth herein and those duties and liabilities shall be subject to
the limitations and qualifications set forth herein.

        (c) Neither Issuing Bank nor any of its directors, officers, or
employees shall be liable for any action taken or omitted (whether or not such
action taken or omitted is expressly set forth herein) under or in connection
herewith or any other instrument or document in connection herewith, except for
gross negligence or willful misconduct, and no Lender waives its right to
institute legal action against Issuing Bank for wrongful payment of any Letter
of Credit due to Issuing Bank's gross negligence or willful misconduct. Issuing
Bank shall incur no liability to any Lender, Borrower or any Affiliate of
Borrower or Lender in acting upon any notice, document, order, consent,
certificate, warrant or other instrument reasonably believed by Issuing Bank to
be genuine or authentic and to be signed by the proper party.

        3.06. Special Provisions Relating to Evergreen Letters of Credit. The
Borrower may request Letters of Credit that have automatic extension or renewal
provisions ("Evergreen Letters of Credit") so long as Issuing Bank consents in
its sole and absolute discretion and has the right to not permit any such
extension or renewal at least annually within a notice period to be agreed upon
at the time each such Letter of Credit is issued. Once an Evergreen Letter of
Credit is issued, unless Administrative Agent has notified Issuing Bank that
Majority Lenders have elected not to permit such extension or renewal, Borrower,
Administrative Agent and Lenders shall have deemed to have authorized (but may
not require) Issuing Bank to, in its sole and absolute discretion, permit the
renewal of such Evergreen Letter of Credit at any time to a date not later than
the Maturity Date, and, unless directed by Issuing Bank, Borrower shall not be
required to request such extension or renewal. Issuing Bank may, in its sole and
absolute discretion, elect not to permit an Evergreen Letter of Credit to be
extended or renewed at any time.


                        ARTICLE IV. CONDITIONS PRECEDENT

        4.01. Conditions Precedent to the Initial Advance. The obligations of
each Lender under this Agreement and the obligation of each Lender to make the
Initial Advances shall be subject to the following conditions precedent that on
the Closing Date:

        (a) All terms, conditions and documentation in connection with this
Agreement shall be acceptable to the Lenders.



                                       50
<PAGE>   58

        (b) The making of the Revolver A Loan, the Revolver B Loan and the Term
Loan shall not contravene any Law applicable to the Administrative Agent or any
Lender.

        (c) Each Lender shall have received a Certificate from an Authorized
Officer stating that no Material Adverse Change, as determined by the Borrower,
shall have occurred and be continuing (A) in the financial markets with respect
to cable television systems in general, or (B) in the Systems, business, assets,
prospects, or financial condition since the December 31, 1999 audited financial
statements provided to the Lenders. Administrative Agent shall have received
financial information regarding the Borrower, the Parent and each Subsidiary of
the Borrower requested by it.

        (d) All proceedings of the Borrower, the Parent and each Subsidiary of
the Borrower taken in connection with the transactions contemplated hereby, and
all documents incidental thereto, shall be reasonably satisfactory in form and
substance to the Lenders. Each Lender shall have received copies of all
documents or other evidence that it may reasonably request in connection with
such transactions.

        (e) Each Lender shall have received an executed copy of this Agreement
and its respective Notes, duly completed and correct. Each Lender shall have
received copies of its respective Fee Letters signed by Borrower, as applicable.
Each of the following shall have been duly executed by all parties thereto and
delivered to the Administrative Agent on behalf of Lenders, in form and
substance satisfactory to the Administrative Agent, Special Counsel and each
Lender to the extent required by the Administrative Agent: Each other Loan
Paper, including, without limitation, the Pledge Agreements granting the Lenders
a first and prior security interest in the Pledged Interests, a Guaranty of the
Obligation in form and substance acceptable to the Lenders executed by each
Subsidiary of the Borrower, and all documentation and agreements necessary to
create and perfect a first Lien in all the Collateral (subject to Permitted
Liens), and all other documents and instruments in connection therewith. The
Pledged Interests shall have been delivered to the Administrative Agent, and,
with respect to the Capital Stock where applicable, together with stock powers
executed in blank. The Borrower, the Parent and each Subsidiary obligor on any
Debt other than the Obligations (including Intercompany Notes), together with
each payee of such Debt, shall have entered into a Subordination Agreement for
each such Debt acceptable to the Administrative Agent.

        (f) Borrower shall have delivered to each Lender a Certificate, dated
the Closing Date, executed by an Authorized Officer, certifying that (i) no
Default or Event of Default has occurred and is continuing, (ii) the
representations and warranties set forth in Article V hereof are true and
correct as of such date, and (iii) each of the Borrower, the Parent and each
Subsidiary of the Borrower has complied with all agreements and conditions to be
complied with by it under the Loan Papers by such date.



                                       51
<PAGE>   59

        (g) Borrower shall have delivered to each Lender a Secretary's
Certificate, dated the Closing Date, certifying (i) that attached copies of the
certificates of organization certified by the Secretary of States of the
appropriate states for the Borrower, the Parent and each Subsidiary of the
Borrower, and bylaws or partnership agreements, as appropriate, delivered to
each Lender for each of the Borrower, the Parent and each Subsidiary of the
Borrower are true and complete, and in full force and effect, without amendment
except as shown, (ii) that a copy of the resolutions for each of the Borrower,
the Parent and each Subsidiary of the Borrower authorizing execution and
delivery of this Agreement and any Loan Papers, as appropriate, are true and
complete, and that such resolutions are in full force and effect, were duly
adopted, have not been amended, modified, or revoked, and constitute all
resolutions adopted with respect to this loan transaction, (iii) that copies of
certificates of good standing, certificates of existence, and certificates of
qualification for each of the Borrower, the Parent and each Subsidiary of the
Borrower, as appropriate, for the relevant states, have been issued within 30
days prior to the Closing Date and delivered to the Lenders, (iv) that there
exist no non-compete agreements that would limit the ability of the Borrower or
any of its Subsidiaries to do business as such business is presently conducted
executed by the Borrower, the Parent or any Subsidiary of the Borrower, (v) that
the Pledged Interests have been issued and are outstanding, and (vi) to the
incumbency, name, and signature of each officer of each of the Borrower, the
Parent and each Subsidiary of the Borrower authorized to sign this Agreement and
the Loan Papers, as applicable, and any amendments to this Agreement and the
Loan Papers on its behalf. The Administrative Agent and Lenders may conclusively
rely on the certificate delivered pursuant to this subsection until they receive
notice in writing to the contrary.

        (h) Each Lender shall have received opinions of Cairncross & Hempelmann,
special counsel to the Borrower, the Parent and each Subsidiary of the Borrower,
dated the Closing Date, in the form of Exhibit I hereto.

        (i) Each Lender shall have received an opinion of Cole, Raywid &
Braverman, special counsel for FCC matters to the Borrower, the Parent and each
Subsidiary of the Borrower, dated the Closing Date in the form of Exhibit J
hereto.

        (j) Each Lender shall have received, in form and substance satisfactory
to it, within 30 days prior to the Closing Date, (i) certificates from the
Secretary of State and other appropriate officials of the State of Washington
certifying that the Borrower, the Parent and each Subsidiary of the Borrower is
each a corporation duly organized and validly existing under the Laws of the
State of Washington as of the date thereof, and (ii) certificates of appropriate
authorities of all jurisdictions where the Borrower and each Subsidiary of the
Borrower is required to be qualified to do business, to the effect that it is in
good standing and duly qualified to transact business in such jurisdictions.

        (k) Each Lender shall have received each of the following, in form and
substance satisfactory to the Administrative Agent, Lenders and Special Counsel:



                                       52
<PAGE>   60

                (i) the results of UCC and other Lien searches against the
                assets of the Borrower, the Parent and each Subsidiary of the
                Borrower and the Systems;

                (ii) if requested by the Lenders, reasonable evidence that the
                Borrower, the Parent and each Subsidiary of the Borrower is each
                the rightful owner and has good title to its Collateral;

                (iii) payment of all fees, costs and expenses (including,
                without limitation, attorneys fees and the fees set forth in the
                Fee Letter due to be paid through the Closing Date);

                (iv) copies of insurance binders or certificates covering the
                assets of the Borrower and each Subsidiary of the Borrower
                (including the Systems and including flood insurance) showing
                the Administrative Agent, on behalf of the Lenders, as loss
                payee or additional insured, where appropriate; and

                (v) a Compliance Certificate computed after giving effect to the
                Initial Advance.

        (l) Administrative Agent shall have received copies of the most recent
Cumulative Leakage Index reports for the Borrower and its Subsidiaries, in form
and substance satisfactory to the Administrative Agent.

        (m) The Borrower's prior credit facility shall have been paid,
cancelled, and released in full, and all security interests granted by the
Borrower or any of its Affiliates pursuant thereto shall have been released.

        (n) All proceedings of the Borrower, the Parent and each Subsidiary of
the Borrower taken in connection with the transactions contemplated hereby, and
all documents incidental thereto, shall be satisfactory in form and substance to
each Lender. The Administrative Agent and each Lender shall have received copies
of all documents or other evidence that it may reasonably request in connection
with such transactions.

        4.02. Conditions Precedent to All Advances and Letters of Credit. The
obligation of each Lender to make each Advance (including the Initial Advances),
and the obligation of the Administrative Agent to issue any Letter of Credit
shall be subject to the further conditions precedent that on the date of such
Advance or such issuance of such Letter of Credit (a) the following statements
shall be true (and the delivery of each Borrowing Notice under Section 2.02(a),
each Application and each Conversion or Continuation Notice under Section
2.09(b), or the failure to deliver a Conversion or Continuation Notice under
Section 2.09(b) shall constitute a representation that on the disbursement date
or date of issuance of a Letter of Credit (except as



                                       53
<PAGE>   61

to representations and warranties which (i) refer to a specific date, (ii) have
been modified by transactions permitted pursuant to this Agreement or any other
Loan Paper or (iii) have been specifically waived in writing by Administrative
Agent) are true:

               (i) The representations and warranties contained in Article V
        hereof are true and correct on such date, as though made on and as of
        such date;

               (ii) No event has occurred and is continuing, or would result
        from such Advance or such Letter of Credit (including the intended
        application of the proceeds of such Advance), that does or could
        constitute a Default or Event of Default; and

               (iii) There shall have occurred no Material Adverse Change, and
        the making of such Advance or the issuance of such Letter of Credit, as
        applicable, shall not cause or result in a Material Adverse Change; and

               (iv) In the case of each Letter of Credit, Borrower shall have
        delivered to the Administrative Agent a duly executed and complete
        Application acceptable to Administrative Agent; and

               (v) After giving effect to each such Advance, the sum of (A) the
        aggregate outstanding Revolver A Advances does not exceed the Revolver A
        Commitment and (B) (I) the aggregate outstanding Revolver B Advances,
        plus (II) the sum of the aggregate face amount of all outstanding
        Letters of Credit plus, (III) without duplication, all Reimbursement
        Obligations related to any draw on any Letter of Credit, does not exceed
        the Revolver B Commitment;

and (b) Administrative Agent shall have received, in form and substance
acceptable to it, such other approvals, documents, certificates, opinions, and
information as it may deem necessary or appropriate.



                                       54
<PAGE>   62
                    ARTICLE V. REPRESENTATIONS AND WARRANTIES

    Borrower represents and warrants that the following are true and correct:

        5.01. Organization and Qualification. The Borrower, the Parent and the
Borrower's Subsidiaries are each a corporation duly organized, validly existing,
and in good standing under the Laws of its state of incorporation. The Borrower,
the Parent and the Borrower's Subsidiaries are each qualified to do business in
all jurisdictions where the nature of its business or Properties require such
qualification. Set forth on Schedule 5.01 attached hereto is a complete and
accurate listing with respect to Borrower, the Parent and the Borrower's
Subsidiaries, showing (a) the jurisdiction of its organization and its mailing
address, which is the principal place of business and executive offices of each
unless otherwise indicated, (b) the classes of Capital Stock and shares of
Capital Stock issued and outstanding in each entity, and the numbers or amounts
of each entity's Capital Stock authorized and outstanding, (c) each record and
beneficial owner of outstanding Capital Stock on the date hereof, indicating the
ownership percentage (except with respect to Parent, which such listing shall
only include those shareholders holding 1% or more of the Parent's Capital
Stock), and (d) and all outstanding options, rights, rights of conversion or
purchase, repurchase, rights of first refusal, and similar rights relating to
the Capital Stock of each entity. Except as set forth on Schedule 5.01 hereto,
neither Borrower, the Parent nor any Subsidiary of the Borrower has agreed to
grant or issue any options, warrants or similar rights to any Person to acquire
any Capital Stock of Borrower, the Parent or any Subsidiary of the Borrower. All
Capital Stock is validly issued and fully paid. Borrower has no knowledge of any
share of Capital Stock of itself, the Parent or any of its Subsidiaries being
subject to any Lien, including any restrictions on hypothecation or transfer,
except Liens described on Schedule 5.08a hereto.

        5.02. Due Authorization; Validity. The boards of directors of Borrower,
the Parent and each Subsidiary of the Borrower have duly authorized the
execution, delivery, and performance of the Loan Papers to be executed by
Borrower and each entity, as appropriate. Each entity has full legal right,
power, and authority to execute, deliver, and perform under the Loan Papers to
be executed and delivered by it. The Loan Papers constitute the legal, valid,
and binding obligations of Borrower, the Parent and each Subsidiary of the
Borrower, as appropriate, enforceable in accordance with their terms (subject as
to enforcement of remedies to any applicable Debtor Relief Laws).

        5.03. Conflicting Agreements and Other Matters. The execution or
delivery of any Loan Papers, and performance thereunder, does not conflict with,
or result in a breach of the terms, conditions, or provisions of, or constitute
a default under, or result in any violation of, or result in the creation of any
Lien (other than in favor of Administrative Agent) upon any Properties of
Borrower, the Parent or any Subsidiary of the Borrower under, or require any
consent (other than consents described on Schedule 5.03 hereto), approval, or
other action by, notice to, or filing with, the absence of which could be
reasonably expected to cause a Material



                                       55
<PAGE>   63
Adverse Change, any Tribunal or Person pursuant to, the by-laws of Borrower, the
Parent or any Subsidiary of the Borrower, any award of any arbitrator, or any
agreement, instrument, or Law to which Borrower, the Parent or any Subsidiary of
the Borrower, or any of their Properties is subject.

        5.04. Financial Statements. The audited financial statements of
Borrower, the Parent and each Subsidiary of the Borrower, dated December 31,
1999 and delivered to Administrative Agent, fairly present its financial
condition and the results of operations as of the dates and for the periods
shown, all in accordance with GAAP. Such financial statements reflect all
material liabilities, direct and contingent, of Borrower, the Parent and each
Subsidiary of the Borrower that are required to be disclosed in accordance with
GAAP. As of the date of such financial statements, there were no Contingent
Liabilities, liabilities for Taxes, forward or long-term commitments, or
unrealized or anticipated losses from any unfavorable commitments that are
substantial in amount and that are not reflected on such financial statements or
otherwise disclosed in writing to Administrative Agent. Since December 31, 1999,
there has been no Material Adverse Change. Borrower, the Parent and each
Subsidiary of the Borrower is each Solvent. The projections of Borrower dated
July, 2000 delivered to Administrative Agent were prepared in good faith and
management believes them to be based on reasonable assumptions (each of which
are stated in such statement) and to provide reasonable estimations of future
performance as of the dates and for the periods shown for Borrower and the
Subsidiaries, subject to the uncertainty and approximation inherent in any
projections. Borrower's fiscal year ends on December 31.

        5.05. Litigation. Shown on Schedule 5.05 is all Litigation that is
pending and, to Borrower's best knowledge, threatened against Borrower, the
Parent and each Subsidiary of the Borrower, any of their Properties or assets on
the date hereof. There is no pending or, to Borrower's best knowledge,
threatened Litigation against Borrower, the Parent and each Subsidiary of the
Borrower, any of their Properties that could cause a Material Adverse Change.

        5.06. Compliance With Laws Regulating the Incurrence of Debt. The
Borrower and the Parent are not, nor is any Subsidiary of the Borrower, engaged
principally or as one of its important activities in the business of extending
credit for the purpose of purchasing or carrying any margin stock within the
meaning of Regulations T, U and X of the Board of Governors of the Federal
Reserve System, and no part of the proceeds of the Advances or Letters of Credit
will be used to purchase or carry any margin stock (as defined by Regulation U)
or to extend credit to others for the purpose of purchasing or carrying any
margin stock. Not more than 25% of the assets of any of Parent, Borrower or any
Borrower Subsidiary are margin stock (as defined by Regulation U). None of
Parent, Borrower and Borrower Subsidiaries, nor any agent acting on their
behalf, have taken or will knowingly take any action which might cause this
Agreement or any Loan Papers to violate any regulation of the Board of Governors
of the Federal Reserve System or to violate the Exchange Act, in each case as in
effect now or as the same may hereafter be in effect. Borrower is not subject to
regulation under the Public Utility Holding Borrower Act



                                       56
<PAGE>   64
of 1935, the Federal Power Act, the Investment Borrower Act of 1940, the
Interstate Commerce Act (as any of the preceding acts have been amended), or any
other Law that the incurring of Debt by Borrower would violate in any material
respect, including without limitation Laws relating to common or contract
carriers or the sale of electricity, gas, steam, water, or other public utility
services. The Borrower and the Parent are not, nor is any Subsidiary of the
Borrower, required to register under the provisions of the Investment Company
Act of 1940, as amended. Neither the entering into or performance by Borrower of
this Agreement nor the issuance of the Notes, nor the execution, delivery and
performance of the obligations under the Loan Papers by Parent, Borrower and
Borrower Subsidiaries, violates any provision of such act or requires any
consent, approval, or authorization of, or registration with, the Securities and
Exchange Commission or any other Tribunal pursuant to any provisions of such
act.

        5.07. Licenses, Title to Properties, and Related Matters. Except as
listed on Schedule 5.07a hereto, Borrower, the Parent and each Subsidiary of the
Borrower possess all material Authorizations necessary and appropriate to own,
operate and construct the CATV Systems or otherwise for the operation of their
businesses and are not in violation thereof in any material respect. All such
Authorizations are in full force and effect, are listed on Schedule 5.07a
hereto, and no event has occurred that permits, or after notice or lapse of time
could permit, the revocation, termination or material and adverse modification
of any such Authorization, except those which in the aggregate could not
reasonably be expected to cause a Material Adverse Change. Schedule 5.07a shows
the expiration date and/or termination date for each FCC License and CATV
Franchise in effect on the Closing Date. Borrower is not, nor is the Parent nor
any Subsidiary of the Borrower, in violation of any material duty or obligation
required by the Communications Act of 1934, as amended, or any FCC rule or
regulation applicable to the operation of any portion of any of the Systems.
There is not pending or, to the best knowledge of Borrower, threatened, any
action by the FCC to revoke, cancel, suspend or refuse to renew any FCC License
relating to any System. There is not pending or, or to the best knowledge of
Borrower, threatened, any action by the FCC to modify adversely, revoke, cancel,
suspend or refuse to renew any other Authorization relating to any System, to
the extent that such action could reasonably be expected to cause a Material
Adverse Change. There is not issued or outstanding or, to the best knowledge of
Borrower, threatened, any notice of any hearing, violation or material complaint
against Borrower, the Parent or any Subsidiary of the Borrower with respect to
the operation of any portion of the Systems and Borrower has no knowledge that
any Person intends to contest renewal of any Authorization relating to any
System, to the extent that such contest could reasonably be expected to cause a
Material Adverse Change. Borrower, the Parent and each Subsidiary of the
Borrower has requisite corporate power (as applicable) and legal right to own
and operate its Property and to conduct its business. Each has good and
indefeasible title (fee or leasehold, as applicable) to its Property, subject to
no Lien of any kind, except Permitted Liens. All of the assets of Borrower, the
Parent and each Subsidiary of the Borrower are located within the county and
State locations described on Schedule 5.07b. None of the Borrower, the Parent
and each Subsidiary of the Borrower is in violation of its respective articles
of organization or incorporation or partnership agreement (as applicable) or
bylaws.



                                       57
<PAGE>   65
None of the Borrower, the Parent and each Subsidiary of the Borrower is in
violation of any Law, or material agreement or instrument binding on or
affecting it or any of its Properties (including, without limitation, those
relating to the Cumulative Leakage Index), the effect of which could reasonably
be expected to cause a Material Adverse Change. No business or Properties of
Borrower, the Parent or any Subsidiary of the Borrower is affected by any
strike, lock-out or other labor dispute. No business or Properties of Borrower,
the Parent or any Subsidiary of the Borrower is affected by any drought, storm,
earthquake, embargo, act of God or public enemy, or other casualty, the effect
of which could reasonably be expected to cause a Material Adverse Change.

        5.08. Outstanding Debt and Liens. The Borrower, the Parent and each
Subsidiary of the Borrower have no outstanding Debt, Contingent Liabilities or
Liens, except Permitted Liens, except as shown on Schedule 5.08a hereto. No
breach, default or event of default exists under any document, instrument or
agreement evidencing or otherwise relating to any Funded Debt of the Borrower,
the Parent or any Subsidiary of the Borrower, which could reasonably be expected
to cause a Material Adverse Change. All Intercompany Notes in existence on the
day after the Closing Date are described on Schedule 5.08b hereto. All
Intercompany Notes for which Borrower, the Parent or any Subsidiary of the
Borrower is the obligor are subject to a Subordination Agreement.

        5.09. Taxes. Borrower, the Parent and each Subsidiary of the Borrower
has filed all federal, state, and other Tax returns (or extensions related
thereto) which are required to be filed, and has paid all Taxes as shown on said
returns, as well as all other Taxes, to the extent due and payable, except to
the extent payment is contested in good faith and for which adequate reserves
have been established therefor in accordance with GAAP. All Tax liabilities of
Borrower, the Parent and each Subsidiary of the Borrower are adequately provided
for on its books, including interest and penalties, and adequate reserves have
been established therefor in accordance with GAAP. No income Tax liability of a
material nature has been asserted by taxing authorities for Taxes in excess of
those already paid, and no taxing authority has notified Borrower, the Parent or
any Subsidiary of the Borrower of any deficiency in any Tax return.

        5.10. ERISA. Each Plan of Borrower, the Parent and each Subsidiary of
the Borrower has satisfied the minimum funding standards under all Laws
applicable thereto, and no Plan has an accumulated funding deficiency
thereunder. Borrower has not, and neither has the Parent nor any Subsidiary of
the Borrower, incurred any material liability to the PBGC with respect to any
Plan. No ERISA Event has occurred with respect to any Plan for which an
Insufficiency in excess of $100,000 exists on the date of such occurrence. None
of the Borrower, the Parent and each Subsidiary of the Borrower has participated
in any non-exempt Prohibited Transaction with respect to any Plan or trust
created thereunder. Neither Borrower nor any ERISA Affiliate has incurred any
Withdrawal Liability to any Multiemployer Plan that has not been satisfied.
Neither Borrower nor any ERISA Affiliate has been notified by the sponsor of a
Multiemployer Plan that



                                       58
<PAGE>   66
such Multiemployer Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA.

        5.11. Environmental Laws. Borrower, the Parent and each Subsidiary of
the Borrower has obtained all material environmental, health and safety permits,
licenses and other material authorizations required under all Applicable
Environmental Laws to carry on its business as being conducted. On the Closing
Date, there are no Environmental Claims of Borrower, the Parent or any
Subsidiary of the Borrower (with respect to any fee owned or leased Properties)
which could reasonably be expected to cause a Material Adverse Change, except as
disclosed and described in detail on Schedule 5.11 hereto. Each of such permits,
licenses and authorizations is in full force and effect and Borrower, the Parent
and each Subsidiary of the Borrower is in compliance with the terms and
conditions thereof, and is also in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in any
regulation, code, plan, order, decree, judgment, injunction, notice or demand
letter issued, entered, promulgated or approved thereunder, except to the extent
failure to comply with any thereof could not reasonably be expected to cause a
Material Adverse Change. In addition, no written notice, notification, demand,
request for information, citation, summons or order has been issued, no written
complaint has been filed, no penalty has been assessed and no investigation or
review is pending or, to the best knowledge of Borrower, the Parent or any
Subsidiary of the Borrower, threatened, by any Tribunal or other entity with
respect to any alleged failure by Borrower, the Parent or any Subsidiary of the
Borrower to have any environmental, health or safety permit, license or other
authorization required under any Applicable Environmental Law in connection with
the conduct of the business of Borrower, the Parent or any Subsidiary of the
Borrower or with respect to any generation, treatment, storage, recycling,
transportation, discharge, disposal or release of any Hazardous Materials by
Borrower, the Parent or any Subsidiary of the Borrower. To the best knowledge of
Borrower, the Parent and each Subsidiary of the Borrower, there are no
environmental liabilities of Borrower, the Parent or any Subsidiary of the
Borrower, other than those which have been disclosed to the Lenders in writing,
and notwithstanding such disclosure, which could reasonably be expected to cause
a Material Adverse Change. Borrower has delivered to the Administrative Agent
copies of all environmental studies and reports conducted or received by
Borrower, the Parent and each Subsidiary of the Borrower in connection with real
Property. Such studies cover all real Property, if any, owned in fee by
Borrower, the Parent and each Subsidiary of the Borrower. No Hazardous Materials
are generated or produced at or in connection with the Properties and operations
of any of Borrower, the Parent or any Subsidiary of the Borrower, nor have any
Hazardous Materials been disposed of or otherwise released on or to any Property
on which any operations of Borrower, the Parent or any Subsidiary of the
Borrower are conducted that could reasonably be expected to cause a Material
Adverse Change, except in compliance with Applicable Environmental Laws.

        5.12. Disclosure. Neither Borrower, the Parent nor any Subsidiary of
the Borrower has made a material misstatement of fact, or failed to disclose any
fact necessary to make the facts



                                       59
<PAGE>   67
disclosed not misleading, in light of the circumstances under which they were
made, to Administrative Agent or any Lender during the course of application for
and negotiation of any Loan Papers or otherwise in connection with any Advances.
There is no fact known to Borrower, the Parent or any Subsidiary of the Borrower
that materially adversely affects any of Borrower's, any of Parent's or any of
the Borrower's Subsidiaries' Properties or business, or that could constitute a
Material Adverse Change, and that has not been set forth in the Loan Papers or
in other documents furnished to Administrative Agent or any Lender.

        5.13. Investments; Subsidiaries. Borrower, the Parent and each
Subsidiary of the Borrower have no Investments except as described on Schedule
5.13 hereto and as permitted by Section 7.10 hereof.

        5.14. Certain Fees. No broker's, finder's, management fee or other fee
or commission will be payable by Borrower with respect to the making of
Commitment or Advances hereunder (other than to Administrative Agent, Banc of
America Securities LLC, and Lenders hereunder). Borrower, the Parent and each
Subsidiary of the Borrower hereby each agrees to indemnify and hold harmless
Administrative Agent and each Lender from and against any claims, demand,
liability, proceedings, costs or expenses asserted with respect to or arising in
connection with any such fees or commissions.

        5.15. Intellectual Property. Borrower, the Parent and each Subsidiary
of the Borrower has obtained all patents, trademarks, service-marks, trade
names, copyrights, licenses and other rights, free from material restrictions,
which are necessary for the operation of their respective businesses as
presently conducted and as proposed in the Borrower's business plan to be
conducted. Nothing has come to the attention of Borrower, the Parent or any
Subsidiary of the Borrower to the effect that (a) any process, method, part or
other material presently contemplated to be employed by Borrower, the Parent or
any Subsidiary of the Borrower may or could reasonably be alleged to infringe
any patent, trademark, service-mark, trade name, license or other right (except
copyright) owned by any other Person (except for such matters as may affect the
cable television industry generally), or (b) except as shown on Schedule 5.05
attached hereto, there is pending or threatened any claim or litigation against
or affecting Borrower, the Parent or any Subsidiary of the Borrower contesting
its right to sell or use any such process, method, part or other material.
Nothing has come to the attention of Borrower, the Parent or any Subsidiary of
the Borrower to the effect that any material presently contemplated to be
employed by Borrower, the Parent or any Subsidiary of the Borrower may or could
reasonably be alleged to infringe any copyright owned by any other Person,
except to the extent that any such infringement, when aggregated with all other
copyright infringements, could not reasonably be expected to cause a Material
Adverse Change.

        5.16. Perfection of Security Interest. Upon execution and delivery to
Administrative Agent of the collateral documentation, the delivery of stock
certificates and related stock powers, and the filing of each document or
agreement to be filed with the jurisdiction named therein,



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<PAGE>   68
Administrative Agent, for the benefit of Lenders, shall have a perfected first
priority security interest and Lien in the pledged property of the Borrower, the
Parent and each Subsidiary of the Borrower, subject only to Permitted Liens.

        5.17. Year 2000. The Borrower has (i) initiated a review and assessment
of all areas within its and each of its Subsidiaries' business and operations
(and has made appropriate inquiry regarding those affected by suppliers and
vendors) that could be adversely affected by the "Year 2000 Problem" (that is,
the risk that computer applications used by the Company or any of its
Subsidiaries (or its suppliers and vendors) may be unable to recognize and
perform properly date-sensitive functions involving certain dates after December
31, 1999), (ii) developed and implemented a plan for addressing the Year 2000
Problem on a timely basis, and (iii) to date, operated in accordance with such
plan. The Borrower reasonably believes that all computer applications (including
those of its suppliers and vendors) that are material to its or any of its
Subsidiaries' business and operations on January 1, 2000 have and will continue
to be able to perform properly date-sensitive functions for all dates before and
after January 1, 2000 (that is, be "Year 2000 compliant"), except to the extent
that a failure to do so could not reasonably be expected to cause a Material
Adverse Change.

        5.18. Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement shall be deemed to be
made at and as of the Closing Date and at and as of the date of each Advance,
and each shall be true and correct when made, except to the extent (a)
previously fulfilled in accordance with the terms hereof, (b) subsequently
inapplicable, or (c) previously waived in writing by Administrative Agent and
Lenders with respect to any particular factual circumstance. The representations
and warranties made under this Agreement shall be deemed applicable to each
Subsidiary as of the formation or acquisition of such Subsidiary and at and as
of each date the representations and warranties are remade pursuant to this
provision. All representations and warranties made under this Agreement shall
survive, and not be waived by, the execution hereof by the Administrative Agent
and Lenders, any investigation or inquiry by the Administrative Agent or any
Lender, or by the making of any Advance under this Agreement.

        5.18.  Qualified Commercial Loan.

               (a) The Borrower has been advised by the Administrative Agent and
        the Lenders to seek the advice of an attorney and accountant of the
        Borrower's choice in connection with this Agreement and the Loan Papers.

               (b) The Borrower has had the opportunity to seek the advice of an
        attorney and an accountant of the Borrower's choice in connection with
        this Agreement and the Loan Papers.



                                       61
<PAGE>   69
               (c) This Agreement and the Loan Papers have not been nor will be
        made for the purpose of financing a business licensed by the Motor
        Vehicle Board of the Texas Department of Transportation under Section
        4.01(a), Texas Motor Vehicle Commission Code (Article 4413(36), Texas
        Civil Statutes).

               (d) This Agreement and the Loan Papers evidence a "qualified
        commercial loan" as that term is defined in Section 306.001 of the Texas
        Finance Code, as amended.

                        ARTICLE VI. AFFIRMATIVE COVENANTS
        So long as the Commitment, any Advance, any Letter of Credit or any
portion of the Obligations is outstanding, or Borrower, the Parent or any
Subsidiary of the Borrower owes any other amount hereunder or under any other
Loan Paper:

        6.01. Compliance with Laws and Payment of Debt. Borrower shall, and
shall cause each Subsidiary to, comply with all Applicable Laws, including
without limitation compliance with ERISA and all applicable federal and state
securities Laws. Borrower shall, and shall cause each Subsidiary to, pay its (a)
Funded Debt as and when due (or within any applicable grace period), unless
payment thereof is being contested in good faith by appropriate proceedings and
adequate reserves have been established therefor, and (b) trade debt in
accordance with its past practices, and in any event, before any trade creditor
takes any action or terminates any relationship that could reasonably be
expected to cause a Material Adverse Change.

        6.02. Insurance. Borrower shall, and shall cause each Subsidiary to,
(a) keep its towers, head-end sites and offices and other insurable Properties
adequately insured at all times by reputable insurers, or, to the extent
acceptable to the Administrative Agent, by adequate self-insurance, to such
extent and against such risks, including fire and other risks insured against by
extended coverage, as what is customary with companies similarly situated and in
the same or similar businesses, (b) maintain in full force and effect public
liability (including liability insurance for all vehicles and other insurable
Property) and worker's compensation insurance, in amounts customary for such
similar companies to cover normal risks, by insurers satisfactory to the
Administrative Agent, (c) maintain business interruption insurance for each CATV
System in amounts satisfactory to the Lenders, and (d) maintain other insurance
as may be required by Law or reasonably requested by the Administrative Agent,
provided that such insurance policies will show the Administrative Agent, on
behalf of the Lenders, as additional insured or loss payee, as appropriate.
Borrower shall deliver evidence of renewal of each insurance policy on or before
the date of its expiration, and from time to time shall deliver to the
Administrative Agent, upon demand, evidence of the maintenance of such
insurance.

        6.03. Inspection Rights. Borrower shall, and shall cause each
Subsidiary to, permit the Administrative Agent or any Lender, upon one day's
notice or such lesser notice as is reasonable



                                       62
<PAGE>   70
under the circumstances, to examine and make copies of and abstracts from their
records and books of account, to visit and inspect their Properties and to
discuss their affairs, finances, and accounts with any of their directors,
officers, employees, accountants, attorneys and other representatives, all as
the Administrative Agent or any Lender may reasonably request.

        6.04. Records and Books of Account; Changes in GAAP. Borrower shall,
and shall cause each Subsidiary to keep adequate records and books of account in
conformity with GAAP. Borrower shall not, nor shall Borrower permit any
Subsidiary to change its Fiscal Year, nor change its method of financial
accounting except in accordance with GAAP. In connection with any such change
after the date hereof, Borrower and Lenders shall negotiate in good faith to
make appropriate alterations to the covenants set forth in Section 7.01 hereof,
reflecting such change.

        6.05. Reporting Requirements. Borrower shall furnish to each Lender and
the Administrative Agent:

        (a) As soon as available and in any event within 45 days after the end
of Borrower's fiscal quarters, consolidated and consolidating balance sheets of
Borrower and its Subsidiaries as of the end of such quarter, and consolidated
and consolidating statements of income, and consolidated and consolidating
statements of changes in cash flow of Borrower and its Subsidiaries for the
portion of the fiscal year ending with such quarter, setting forth, in
comparative form, figures for the corresponding periods in the previous fiscal
year, all in reasonable detail, and certified by an Authorized Officer as
prepared in accordance with GAAP, and fairly presenting the financial condition
and results of operations of Borrower and its Subsidiaries, subject to usual
year-end audit adjustments;

        (b) As soon as available and in any event within 90 days after the end
of each fiscal year, consolidated and consolidating balance sheets of Borrower
and its Subsidiaries as of the end of such fiscal year, and consolidated and
consolidating statements of income and changes in cash flow of Borrower and its
Subsidiaries for such fiscal year, all in reasonable detail, prepared in
accordance with GAAP, and accompanied by an unqualified opinion of the Auditor,
which opinion shall state that such financial statements were prepared in
accordance with GAAP, that the examination by the Auditor in connection with
such financial statements was made in accordance with generally accepted
auditing standards, and that such financial statements present fairly the
financial condition and results of operations of Borrower and its Subsidiaries;

        (c) Promptly upon receipt thereof, copies of all material reports or
letters submitted to Borrower or any other Subsidiary by the Auditor or any
other accountants in connection with any annual, interim, or special audit,
including without limitation the comment letter submitted to management in
connection with any such audit;

        (d) Together with each set of financial statements delivered pursuant to
subsections (a) and (b) above, (i) a Compliance Certificate executed by an
Authorized Officer,



                                       63
<PAGE>   71
which such Compliance Certificate must (A) certify that there has occurred no
Default or Event of Default, (B) compute the Applicable Margin, and (C) set
forth the detailed calculations with respect to the financial covenants required
by Section 7.01 hereof, and (ii) a Subscriber Report;

        (e) As soon as available and in any event not later than 30 days after
the beginning of each fiscal year of Borrower, the annual operating and Capital
Expenditure budgets of Borrower and its Subsidiaries for such fiscal year;

        (f) Promptly upon knowledge by Borrower, the Parent, or any Subsidiary
of the Borrower of the occurrence of any Default or Event of Default, a notice
from an Authorized Officer, setting forth the details of such Default or Event
of Default, and the action being taken or proposed to be taken with respect
thereto;

        (g) As soon possible and in any event within five Business Days after
knowledge thereof by Borrower, the Parent or any Subsidiary of the Borrower,
notice of any Litigation pending or threatened against Borrower, the Parent or
any Subsidiary of the Borrower which, if determined adversely, could reasonably
be expected to result in a judgment, penalties, or damages in excess of
$1,000,000 together with a statement of an Authorized Officer describing the
allegations of such Litigation, and the action being taken or proposed to be
taken with respect thereto;

        (h) Promptly following notice or knowledge thereof by Borrower, the
Parent or any Subsidiary of the Borrower, notice of any actual or threatened
loss or termination of any material Authorization of Borrower or any Subsidiary,
together with a statement of an Authorized Officer describing the circumstances
surrounding the same, and the action being taken or proposed to be taken with
respect thereto;

        (i) Promptly after filing or receipt thereof, copies of all reports and
notices that Borrower or any Subsidiary (i) files or receives in respect of any
Plan with or from the Internal Revenue Service, the PBGC, or the United States
Department of Labor, or (ii) furnishes to or receives from any holders of any
Debt or Contingent Liability, if in either case, any information or dispute
referred to therein either causes a Default or Event of Default, or could
reasonably be expected to cause or result in a Default or an Event of Default;

        (j) Within 30 days after renewal or issuance of any hazard, public
liability, flood or other insurance policy maintained by Borrower or any other
Subsidiary, a copy of the binder or insurance certificate (showing
Administrative Agent, on behalf of Borrower or such Subsidiary, as loss payee or
additional insured, as appropriate);

        (k) Within 270 days after the close of each fiscal year, a statement of
the Insufficiencies of each Plan (but only if the aggregate amount of all
Insufficiencies for all Plans exceeds $500,000), certified as correct by an
actuary enrolled under ERISA;



                                       64
<PAGE>   72
        (l) As soon as possible and in any event within 10 days after Borrower,
the Parent or any Subsidiary of the Borrower knows that any Reportable Event has
occurred with respect to any Plan, a statement, signed by an Authorized Officer,
describing said Reportable Event and the action which the such Person proposes
to take with respect thereto;

        (m) As soon as possible, and in any event within 10 days after receipt
by Borrower, the Parent or any Subsidiary of the Borrower, a copy of (a) any
notice or claim to the effect that Borrower or any Subsidiary is or may be
liable to any Person as a result of the release by Borrower, any Subsidiary or
any other Person of any toxic or hazardous waste or substance into the
environment, and (b) any notice alleging any violation of any federal, state or
local environmental, health or safety law or regulation by Borrower or any
Subsidiary, which could reasonably be expected to, in either case, cause a
Material Adverse Change;

        (n) As soon as available and in any event within 45 days after the end
of Borrower's fiscal quarters, subscriber reports for the most recently
completed fiscal quarter; and

        (o) Promptly upon request, such other information concerning the
condition or operations of Borrower, the Parent, any Subsidiary, and any of
their Affiliates, financial or otherwise, as the Administrative Agent or any
Lender may from time to time reasonably request.

        6.06. Use of Proceeds. The proceeds of the Advances shall be available
(and Borrower shall use such proceeds) to (a) refinance existing Funded Debt of
Borrower, (b) finance proposed acquisitions, (c) finance Capital Expenditures,
and (d) use for general working capital purposes.

        6.07. Maintenance of Existence and Assets. Except as provided by
Section 7.07 of this Agreement, Borrower shall maintain, and shall cause each
Subsidiary to maintain, its corporate existence, authority to do business in the
jurisdictions in which it is necessary for Borrower or such Subsidiary to do so,
and all Authorizations necessary for the operation of any of their businesses.
Borrower shall maintain, and shall cause each Subsidiary to maintain, the assets
necessary for use in their respective businesses in good repair, working order
and condition, and make all such repairs, renewals and replacements thereof as
may be reasonably required.

        6.08. Payment of Taxes. Borrower will and will cause each Subsidiary
to, promptly pay and discharge all lawful Taxes imposed upon it or upon its
income or profit or upon any Property belonging to it, unless such Tax shall not
at the time be due and payable, or if the validity thereof shall currently be
contested on a timely basis in good faith by appropriate proceedings (provided
that the enforcement of any Liens arising out of any such nonpayment shall be
stayed or bonded during the proceedings) and adequate reserves with respect to
such Tax shall have been established in accordance with GAAP.

        6.09.  INDEMNITY.



                                       65
<PAGE>   73
        (a) BORROWER AGREES TO DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND EACH LENDER, EACH OF THEIR RESPECTIVE AFFILIATES, AND
EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND CONSULTANTS (INCLUDING, WITHOUT
LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR ATTEMPTED
SATISFACTION OF ANY OF THE CONDITIONS SET FORTH HEREIN) OF EACH OF THE FOREGOING
(COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS,
COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH
INDEMNITEES IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL
PROCEEDING, WHETHER OR NOT SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO
OR SUCH PROCEEDING SHALL HAVE ACTUALLY BEEN INSTITUTED), IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR
CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND
REGULATIONS, UNDER COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR
OTHERWISE), ARISING FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE
OPERATIONS OF BORROWER, THE PARENT, ANY SUBSIDIARY OF THE BORROWER, ANY
AFFILIATE OR ANY PREDECESSORS IN INTEREST, OR THE PAST, PRESENT OR FUTURE
ENVIRONMENTAL CONDITION OF PROPERTY OF BORROWER, THE PARENT, ANY SUBSIDIARY OF
THE BORROWER, ANY AFFILIATE OR ANY PREDECESSORS IN INTEREST, IN EACH CASE
RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE LOAN PAPERS, OR ANY ACT, EVENT
OR TRANSACTION OR ALLEGED ACT, EVENT OR TRANSACTION RELATING OR ATTENDANT
THERETO AND THE MANAGEMENT OF THE ADVANCES BY THE ADMINISTRATIVE AGENT,
INCLUDING IN CONNECTION WITH, OR AS A RESULT, IN WHOLE OR IN PART, OF ANY
NEGLIGENCE OF ADMINISTRATIVE AGENT OR ANY LENDER (OTHER THAN THOSE MATTERS
INVOLVING A CLAIM BY A PARTICIPANT PURCHASER AGAINST ANY LENDER AND NOT
BORROWER), OR THE USE OR INTENDED USE OF THE PROCEEDS OF THE ADVANCES HEREUNDER,
OR IN CONNECTION WITH ANY INVESTIGATION OF ANY POTENTIAL MATTER COVERED HEREBY,
BUT EXCLUDING ANY CLAIM OR LIABILITY THAT ARISES AS THE RESULT OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY
DETERMINED BY A COURT OF COMPETENT JURISDICTION (COLLECTIVELY, "INDEMNIFIED
MATTERS").

        (b) IN ADDITION, BORROWER SHALL PERIODICALLY, UPON REQUEST, REIMBURSE
EACH INDEMNITEE FOR ITS REASONABLE LEGAL AND OTHER ACTUAL REASONABLE EXPENSES
(INCLUDING THE COST OF ANY INVESTIGATION AND PREPARATION) INCURRED IN CONNECTION
WITH ANY INDEMNIFIED MATTER. IF FOR ANY REASON THE FOREGOING INDEMNIFICATION IS
UNAVAILABLE TO ANY INDEMNITEE OR INSUFFICIENT TO HOLD ANY INDEMNITEE HARMLESS
WITH RESPECT TO INDEMNIFIED MATTERS, THEN BORROWER SHALL CONTRIBUTE TO THE
AMOUNT PAID OR PAYABLE BY SUCH INDEMNITEE AS A RESULT OF SUCH LOSS, CLAIM,
DAMAGE OR LIABILITY IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT NOT ONLY THE
RELATIVE BENEFITS RECEIVED BY BORROWER AND THE HOLDERS OF THE CAPITAL STOCK OF
BORROWER ON THE ONE HAND AND SUCH INDEMNITEE ON THE OTHER HAND BUT ALSO THE
RELATIVE FAULT OF BORROWER AND SUCH INDEMNITEE, AS WELL AS ANY OTHER RELEVANT
EQUITABLE CONSIDERATIONS. THE REIMBURSEMENT, INDEMNITY AND CONTRIBUTION
OBLIGATIONS UNDER THIS SECTION SHALL BE IN ADDITION TO ANY LIABILITY WHICH
BORROWER MAY OTHERWISE HAVE, SHALL EXTEND UPON THE SAME



                                       66
<PAGE>   74
TERMS AND CONDITIONS TO EACH INDEMNITEE, AND SHALL BE BINDING UPON AND INURE TO
THE BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND PERSONAL REPRESENTATIVES OF
BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS AND ALL OTHER INDEMNITEES. THE
OBLIGATIONS OF BORROWER UNDER THIS SECTION 6.09 SHALL SURVIVE (i) THE EXECUTION
OF THIS AGREEMENT AND (ii) ANY TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE
OBLIGATIONS.

        6.10. Interest Rate Hedging. Borrower agrees that within 90 days after
the Closing Date and within 90 days after the date of any Affiliate Acquisition,
75% of Funded Debt shall be subject to either a fixed interest rate or a
floating rate to fixed rate interest rate protection agreement, dated as of the
Closing Date and as of the date of any such acquisition for a period of not less
than two years pursuant to and in accordance with Interest Hedge Agreements
(each of which shall provide interest rate protection for a period of not less
than two years from the date of such agreement); provided that, if Borrower
enters into an interest rate cap agreement, the interest rate related thereto
shall not exceed 2% per annum, on average, in excess of then current three-month
LIBOR Rate.

        6.11. Authorizations and Material Agreements. Borrower shall, and shall
cause its Subsidiaries to, obtain and comply in all material respects with all
FCC Licenses relating to any System. Borrower shall, and shall cause the
Subsidiaries to, obtain and comply in all material respects with all
Authorizations relating to the Systems, except to the extent failure to do so
could not reasonably be expected to cause or result in a Material Adverse
Change. Borrower shall, and shall cause its Subsidiaries to, maintain and comply
in all material respects with all agreements necessary or appropriate for any of
them to own, maintain, or operate any of their businesses or Properties, except
to the extent failure to do so could not reasonably be expected to cause or
result in a Material Adverse Change.

        6.12. Intercompany Notes. Borrower shall cause all Intercompany Notes
to be pledged to the Administrative Agent on behalf of Lenders to secure the
Obligations, and delivered to the Administrative Agent for perfection purposes.
Borrower shall cause all Intercompany Notes for which Borrower, the Parent or
any Subsidiary of the Borrower is the obligor to be subject to a Subordination
Agreement.

        6.13. Further Assurances. Borrower, the Parent and each Subsidiary of
the Borrower will make, execute or endorse, and acknowledge and deliver or file
or cause the same to be done, all such vouchers, invoices, notices,
certifications and additional agreements, undertakings, conveyances, deeds of
trust, mortgages, security agreements, transfers, assignments, financing
statements or other assurances, and take any and all such other action, as
Administrative Agent may, from time to time, deem reasonably necessary or proper
in connection with any such entity's obligations under any of the Loan Papers
and the obligations of Borrower thereunder, or for better assuring and
confirming unto Administrative Agent all or any part of the security for any of
the Obligations.



                                       67
<PAGE>   75

        6.14. Subsidiaries and Other Obligors. Borrower shall cause each of its
Subsidiaries and, to the extent applicable to such Affiliate, each of its
Affiliates to comply with each provision of this Article VI, and execute such
subsidiary guaranties, security agreements and other agreements as
Administrative Agent shall deem necessary.

        6.15. Year 2000. The Borrower will promptly notify the Administrative
Agent in the event the Borrower discovers or determines that any computer
application (including those of its suppliers and vendors) that is material to
its or any of its Subsidiaries' business and operations is not Year 2000
compliant, except to the extent that such failure could not reasonably be
expected to cause a Material Adverse Change.

        6.16. Management Fees. Any Management Fees payable by the Borrower
pursuant to the Management Agreement shall be subordinated to the payment of the
Obligations.

                         ARTICLE VII. NEGATIVE COVENANTS

        So long as the Commitment, any Advance, any Letter of Credit or any
portion of the Obligations is outstanding, or Borrower, the Parent or any
Subsidiary of the Borrower owes any other amount hereunder or under any other
Loan Paper:

        7.01. Financial Covenants. Borrower and its Subsidiaries shall comply
with the following covenants:

        (a) Leverage Ratio. At all times during the term hereof, the Leverage
Ratio shall not be greater than the amount set forth below:

<TABLE>
<CAPTION>
                PERIOD                              RATIO
                ------                              -----

<S>                                             <C>
Closing Date through September 30, 2001         6.75 to 1.00
October 1, 2001 through September 30, 2002      6.50 to 1.00
October 1, 2002 through September 30, 2003      6.00 to 1.00
October 1, 2003 through September 30, 2004      5.50 to 1.00
October 1, 2004 through September 30, 2005      5.00 to 1.00
October 1, 2005 and thereafter                  4.50 to 1.00
</TABLE>

        (b) Senior Leverage Ratio. At all times during the term hereof, the
Senior Leverage Ratio shall not be greater than the amount set forth below:



                                       68
<PAGE>   76
<TABLE>
<CAPTION>
              PERIOD                               RATIO
              ------                               -----
<S>                                             <C>
Closing Date through September 30, 2002         3.50 to 1.00
October 1, 2002 through September 30, 2003      3.25 to 1.00
October 1, 2003 and thereafter                  3.00 to 1.00
</TABLE>

        (c) Interest Coverage Ratio. At all times during the term hereof, the
Interest Coverage Ratio shall not be less than the amount set forth below,
provided that, for purposes of this ratio, cash taxes paid by Borrower and its
Subsidiaries during any such period will be deducted from revenues in the
determination of Operating Cash Flow:

<TABLE>
<CAPTION>
                PERIOD                            RATIO
                ------                            -----
<S>                                            <C>
Closing Date through December 31, 2001         1.40 to 1.00
January 1, 2002 through December 31, 2003      1.50 to 1.00
January 1, 2004 through December 31, 2004      1.75 to 1.00
January 1, 2005 and thereafter                 2.00 to 1.00
</TABLE>

        (d) Pro Forma Total Debt Service Coverage Ratio. At all times during the
term hereof, the ratio of (i) Annualized Operating Cash Flow plus management
fees paid to (ii) Pro Forma Total Debt Service, shall not be less than 1.25 to
1.00, provided that, for purposes of this ratio, cash taxes paid by Borrower and
its Subsidiaries during any such period will be deducted from revenues in the
determination of Operating Cash Flow.

        (e) Capital Expenditures. Capital Expenditures paid or incurred by
Borrower and its Subsidiaries during each of the following fiscal years shall
not exceed the following amounts:

<TABLE>
<CAPTION>
               FISCAL YEAR                              TOTAL
               -----------                              -----
<S>                                                  <C>
                  2000                               $14,000,000
                  2001                               $15,000,000
                  2002                               $12,500,000
</TABLE>

        (f) Fixed Charge Coverage Ratio. At all times during the term hereof
beginning on March 31, 2003, the Fixed Charge Coverage Ratio shall not be less
than 1.05 to 1.00.

        7.02. Debt. Borrower shall not, and shall not permit any of its
Subsidiaries to, create, incur, assume, become or be liable in any manner in
respect of, or suffer to exist, any Debt, except (a) Debt under the Loan Papers,
(b) Debt in existence on the date hereof, as shown on Schedule 5.08a hereto,
which such Debt must be subordinated to the Obligations pursuant to a
Subordination Agreement unless specifically agreed to by the Administrative
Agent, (c) trade payables incurred and paid in the ordinary course of business,
including Subscriber Deposits, (d) so long as there exists no Default or Event
of Default on any date of incurrence, other Debt



                                       69
<PAGE>   77
which may include Capital Leases of the Borrower in the aggregate outstanding at
any one time not to exceed $5,000,000 and (e) Debt pursuant to the NCC Note.

        7.03. Contingent Liabilities. Borrower shall not, and shall not permit
any of its Subsidiaries to, create, incur, assume, become or be liable in any
manner in respect of, or suffer to exist, any Contingent Liabilities, except (a)
Contingent Liabilities under or relating to the Loan Papers, (b) Contingent
Liabilities in existence on the Closing Date, as shown on Schedule 5.08a hereto,
(c) Contingent Liabilities resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business and (d) utility
bonds, franchise agreement bonds and pole agreement bonds entered into in the
ordinary course of business.

        7.04. Liens. Borrower shall not, and shall not permit any of its
Subsidiaries to, create or suffer to exist any Lien upon any of its Properties,
except (a) Permitted Liens and (b) Liens securing other Debt which may include
Capital Leases permitted to exist under Section 7.02(d) hereof. It is
specifically acknowledged and agreed that Borrower shall not, and shall not
permit any of its Subsidiaries to, hereafter agree with any Person (other than
Administrative Agent) not to grant a Lien on any of its assets.

        7.05. Dispositions of Assets. Borrower shall not, and shall not permit
any of its Subsidiaries to, sell, lease, assign, or otherwise dispose of any
assets of Borrower or any Subsidiary, or otherwise consummate any Asset Sale,
(a) except sales or dispositions of assets in the ordinary course of business,
including dispositions of obsolete or useless assets, and (b) so long as there
exists no Default, and none is caused thereby, with the prior written consent of
Majority Lenders, Asset Sales in an aggregate amount over the term of this
Agreement not to exceed $2,000,000, so long as any amounts received by Borrower
and the Subsidiaries in the aggregate over $250,000 in any fiscal year of
Borrower and the Subsidiaries are immediately used to either reduce the
Commitment in accordance with Section 2.04 hereof or prepay the Term Loan in
accordance with Section 2.05 hereof, as applicable.

        7.06. Distributions and Restricted Payments. Borrower shall not, and
shall not permit any Subsidiary to, make any Restricted Payments; provided that,
so long as there exists no Default or Event of Default, and none shall result
from such payment, (a) Borrower and the Subsidiaries may make payments of
Management Fees, subject to the Subordination Agreement required by Section
4.01(e) hereof and (b) Borrower may make Distributions to Parent for the purpose
of making payments pursuant to the NCC Note.

        7.07. Merger; Consolidation. Borrower shall not, and shall not permit
any of its Subsidiaries to, merge into or consolidate with any Person except
with a wholly-owned subsidiary of itself.



                                       70
<PAGE>   78
        7.08. Business. Borrower shall not, and shall not permit any of its
Subsidiaries to, materially change the nature of its business as now conducted.
Borrower shall not conduct any business except the ownership and operation of
CATV Systems.

        7.09. Transactions with Affiliates. Borrower shall not, and shall not
permit any of its Subsidiaries to, enter into or be party to a transaction with
any Affiliate, except on terms no less favorable than could be obtained on an
arm's-length basis with a Person that is not an Affiliate, and except as
disclosed on Schedule 7.09.

        7.10. Loans and Investments. Borrower shall not, and shall not permit
any of its Subsidiaries to, make any loan, advance, extension of credit or
capital contribution to, or make or have any Investment in, any Person, or make
any commitment to make any such extension of credit or Investment, or make any
acquisition, except (a) Investments existing on the date hereof and contemplated
by the terms of this Agreement, each as shown on Schedule 5.13 hereto, (b)
Investments in Cash Equivalents and (c) Investments in accounts receivable
arising in the ordinary course of business.

        7.11. Fiscal Year and Accounting Method. Borrower shall not, and shall
not permit any of its Subsidiaries to, change its fiscal year or method of
accounting, except as may be required by GAAP.

        7.12. Issuance of Capital Stock; Amendment of Charter. Borrower shall
not, and shall not permit any of its Subsidiaries to, issue, sell or otherwise
dispose of any Capital Stock in such Person, or any options or rights to acquire
such partnership interest or capital stock not issued and outstanding on the
Closing Date. Borrower shall not amend its articles of organization of bylaws
and Borrower shall not permit any of its Subsidiaries to amend its articles of
organization, bylaws or partnership agreement.

        7.13. Change of Ownership. Borrower shall not, and shall not permit its
Subsidiaries to, permit any change in the ownership of Borrower and its
Subsidiaries from the ownership thereof as of the date hereof as disclosed on
Schedule 5.01 hereto.

        7.14. Sale and Leaseback. Borrower shall not, and shall not permit any
of its Subsidiaries to, enter into any arrangement whereby it sells or transfers
any of its assets, and thereafter rents or leases such assets.

        7.15. Compliance with ERISA. Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly, or permit any member of such
Person's Controlled Group to directly or indirectly, (a) terminate any Plan so
as to result in any material (in the opinion of Administrative Agent) liability
to the Borrower or any Subsidiary or any member of its Controlled Group, (b)
permit to exist any ERISA Event, or any other event or condition, which presents
the risk of any material (in the opinion of Administrative Agent) liability of
the



                                       71
<PAGE>   79
        Borrower or any Subsidiary or any member of its Controlled Group, (c)
make a complete or partial withdrawal (within the meaning of Section 4201 of
ERISA) from any Multiemployer Plan so as to result in any material (in the
opinion of Administrative Agent) liability to the Borrower or any Subsidiary or
any member of its Controlled Group, (d) enter into any new Plan or modify any
existing Plan so as to increase its obligations thereunder (except in the
ordinary course of business consistent with past practice) which could result in
any material (in the opinion of Administrative Agent) liability to the Borrower
or any Subsidiary or any member of its Controlled Group, or (e) permit the
present value of all benefit liabilities, as defined in Title IV of ERISA, under
each Plan of the Borrower or any Subsidiary or any member of its Controlled
Group (using the actuarial assumptions utilized by the PBGC upon termination of
a Plan) to materially (in the opinion of Administrative Agent) exceed the fair
market value of Plan assets allocable to such benefits all determined as of the
most recent valuation date for each such Plan.

        7.16. Rate Swap Exposure. Borrower may only enter into Interest Hedge
Agreements in order to manage existing or anticipated interest rate, exchange
rate or commodity price risks and not for speculative purposes, and Borrower
shall not enter into or become liable in respect of any Interest Hedge Agreement
pursuant to which the aggregate amount exceeds the aggregate principal amount of
all Advances.

        7.17. Subsidiaries and Other Obligors. Borrower shall not permit any of
its Subsidiaries to violate any provision of this Article VII.

        7.18. Change in Management. Borrower shall not permit any change in the
Management Agreement of Borrower or any Subsidiary.

        7.19. Amendments to Material Agreements. Borrower shall not, nor shall
Borrower permit any Subsidiary to, amend or change any Loan Paper other than
with the prior written consent of the Lenders pursuant to Section 10.01 hereof,
nor shall Borrower nor any Subsidiary change or amend (or take any action or
fail to take any action the result of which is an effective amendment or change)
or accept any waiver or consent with respect to, (a) any Management Agreement,
(b) any Intercompany Note, or (c) the Northland Indenture.

        7.20. Acquisitions. The Borrower shall not, and the Subsidiaries of the
Borrower shall not, make any acquisitions, provided, that (a) the Borrower may
make acquisitions in aggregate amount not to exceed $2,000,000 during the term
of this Agreement, and (b) so long as (i) there exists no Default or Event of
Default and (ii) the Administrative Agent has received copies of (A) a pro forma
compliance certificate demonstrating compliance with the financial covenants
hereunder after giving effect to the proposed acquisition and (B) the most
recent Cumulative Leakage Index reports, pro forma projections and subscriber
reports for the assets being acquired, in form and substance satisfactory to the
Administrative Agent, the Borrower may make (x) any Affiliate Acquisition and
(y) with the approval of the Majority Lenders, other acquisitions in excess of
$2,000,000.



                                       72
<PAGE>   80
        7.21. Designated Senior Debt. The Borrower shall not designate any
other Debt other than the Debt evidenced by this Agreement as "Designated Senior
Debt" as defined in the Northland Indenture.

                         ARTICLE VIII. EVENTS OF DEFAULT

        8.01. Events of Default. Any one or more of the following shall be an
"Event of Default" hereunder, if the same shall occur for any reason whatsoever,
whether voluntary or involuntary, by operation of Law, or otherwise:

        (a) Borrower shall fail to pay any principal, interest, fees, or other
amounts payable under any Loan Paper when due;

        (b) Borrower, the Parent or any Subsidiary shall fail to perform or
observe any term or condition contained in Sections 6.05(g), 6.06, 6.07, or
6.15;

        (c) The Parent or any Subsidiary of the Borrower shall fail to perform
or observe any other term or covenant contained in any Loan Paper, other than
those described in Section 8.01(a) or (b), and such failure shall not be
remedied within thirty days after the date on which such failure occurs;

        (d) Any representation or warranty made or deemed made by Borrower, the
Parent or any Subsidiary (or any of its officers or representatives) under or in
connection with any Loan Papers shall prove to have been materially incorrect or
misleading when made or deemed made;

        (e) Any Loan Paper or material provision thereof shall, for any reason,
not be valid and binding on the Borrower, the Parent or the Subsidiary of the
Borrower that is signatory thereto, or not be in full force and effect, or shall
be declared to be null and void; the validity or enforceability of any Loan
Paper shall be contested by the Borrower, the Parent or any Subsidiary of the
Borrower; the Borrower, the Parent or any Subsidiary of the Borrower shall deny
that it has any or further liability or obligation under its respective Loan
Papers; or any default or breach under any provision of any Loan Papers shall
continue after the applicable grace period, if any, specified in such Loan
Paper;

        (f) Any of the following shall occur: (i) the Borrower, the Parent or
any Subsidiary of the Borrower shall make an assignment for the benefit of
creditors or be unable to pay its debts generally as they become due; (ii) the
Borrower, the Parent or any Subsidiary of the Borrower shall petition or apply
to any Tribunal for the appointment of a trustee, receiver, or liquidator of it,
or of any substantial part of its assets, or shall commence any proceedings
relating to such entity under any Debtor Relief Law, whether now or hereafter in
effect; (iii) any such petition or application shall be filed, or any such
proceedings shall be commenced, against



                                       73
<PAGE>   81
the Borrower, the Parent or any Subsidiary of the Borrower, and the same is not
withdrawn within 60 days, or an order, judgment or decree shall be entered
appointing any such trustee, receiver, or liquidator, or approving the petition
in any such proceedings; (iv) any final order, judgment, or decree shall be
entered in any proceedings against the Borrower, the Parent or any Subsidiary of
the Borrower decreeing its dissolution; (v) any final order, judgment, or decree
shall be entered in any proceedings against the Borrower, the Parent or any
Subsidiary of the Borrower decreeing its split-up which requires the divestiture
of a substantial part of its assets; or (vi) the Borrower, the Parent or any
Subsidiary of the Borrower shall petition or apply to any Tribunal for the
appointment of a trustee, receiver, or liquidator of it, or of any substantial
part of its assets, or shall commence any proceedings relating to the Borrower,
the Parent or any Subsidiary of the Borrower under any Debtor Relief Law,
whether now or hereafter in effect;

        (g) The Borrower, the Parent or any Subsidiary of the Borrower shall
fail to pay any Debt or Contingent Liability of $1,000,000 or more when due
(whether by scheduled maturity, required prepayment, acceleration, demand, or
otherwise), and such failure shall continue after the applicable grace period,
if any, specified in the agreement or instrument relating to such Debt or
Contingent Liability; or the Borrower, the Parent or any Subsidiary of the
Borrower shall fail to perform or observe any term or covenant contained in any
agreement or instrument relating to any such Debt or Contingent Liability, when
required to be performed or observed, and such failure shall continue after the
applicable grace period, if any, specified in such agreement or instrument, and
can result in acceleration of the maturity of such Debt or Contingent Liability;
or any such Debt or Contingent Liability shall be declared to be due and
payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), prior to the stated maturity thereof;

        (h) The Borrower, the Parent or any Subsidiary of the Borrower shall
have any final judgment(s) outstanding against it for the payment of $1,000,000
or more, and such judgment(s) shall remain unstayed, in effect, and unpaid for a
period of 60 days;

        (i) Borrower, any Subsidiary, or any ERISA Affiliate shall have
committed a failure described in Section 302(f)(l) of ERISA, and the amount
determined under Section 302(f)(3) of ERISA is equal to or greater than
$1,000,000;

        (j) the Borrower, any Subsidiary, or any ERISA Affiliate shall have been
notified by the sponsor of a Multiemployer Plan that such Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if as a result thereof the aggregate annual contributions to all Multiemployer
Plans in reorganization or being terminated is increased over the amounts
contributed to such Plans for the preceding Plan year by an amount exceeding
$1,000,000;

        (k) Borrower or any Subsidiary shall be required under any Environmental
Law (i) to implement any remedial, neutralization, or stabilization process or
program, the cost of which



                                       74
<PAGE>   82
could constitute a Material Adverse Change, or (ii) to pay any penalty, fine, or
damages in an aggregate amount of $1,000,000 or more;

        (l) Any Property (whether leased or owned) of the Borrower, the Parent
or any Subsidiary of the Borrower, or the operations conducted thereon by any of
them or any current or prior owner or operator thereof (in the case of real
Property), shall violate or have violated any applicable Environmental Law, if
such violation could constitute a Material Adverse Change; or the Borrower, the
Parent or any Subsidiary of the Borrower shall not obtain or maintain any
License required to be obtained or filed under any Environmental Law in
connection with the use of such Property and assets, including without
limitation past or present treatment, storage, disposal, or release of Hazardous
Materials into the environment, if the failure to obtain or maintain the same
could constitute a Material Adverse Change;

        (m) Any Collateral Document shall for any reason (other than pursuant to
the terms thereof) cease to create a valid and perfected first priority Lien in
the Collateral purported to be covered thereby;

        (n) The occurrence of a Material Adverse Change, as reasonably
determined by Administrative Agent;

        (o) Any Authorization (including, without limitation, any CATV Franchise
or FCC License) necessary for the ownership or essential for the operation by
Borrower or any Subsidiary of the System or any CATV System or systems which
service five percent (5%) or more of the Subscribers ("Significant CATV
Systems") shall expire and the same shall not have been renewed; or (i) Borrower
shall not have applied for renewal of any such Authorization prior to 30 days
before its scheduled expiration; or (ii) any such Authorization shall not have
been renewed or replaced by another Authorization authorizing substantially the
same operations of such Significant CATV System 10 days prior to such
expiration; or (iii) any Authorization, consent or permit (including, without
limitation, any CATV Franchise or FCC License) necessary for the ownership or
essential for the operation of any Significant CATV System shall be canceled,
revoked, terminated, rescinded, annulled, suspended or modified in a materially
adverse respect, or shall no longer be in full force and effect, or the grant or
the effectiveness thereof shall have been stayed, vacated, reversed or set
aside, and such action shall be no longer subject to further administrative or
judicial review; or (iv) any Significant CATV System shall fail for any period
of ten (or if such failure is the result of any damage, destruction or loss
which is covered by adequate casualty or property insurance, 30) consecutive
calendar days to operate or maintain any cable signal, and such failure is not
covered by business interruption insurance;

        (p) At any time, less than 100% of the Capital Stock of Borrower and the
Subsidiaries shall be pledged to the Lenders to secure the Obligations pursuant
to a first and prior perfected Lien (subject to inchoate tax liens); or all or
any portion of the Collateral constituting a System or any CATV System or
systems which service five percent (5%) or more of the Subscribers



                                       75
<PAGE>   83
("Significant CATV Systems"), or all or any portion of the Pledged Interests or
the Pledge Agreements shall be the subject of any proceeding instituted by any
Person, or there shall exist any litigation or overtly threatened litigation
with respect to all or any portion of the Collateral constituting Significant
CATV Systems or all or any portion of the Pledged Interests or the Pledge
Agreement; or all or any portion of the Collateral constituting Significant CATV
Systems shall be the subject of any legal proceeding instituted by any Person
other than a Lender or Administrative Agent (except in connection with any
Lender's exercise of any remedies under the Loan Papers); or any document or
instrument creating or granting a security interest or Lien in any Collateral
shall for any reason fail to create a valid first priority security interest
(subject to Permitted Liens) in any collateral purported to be covered thereby;
or, except as permitted by Section 2.15 of this Agreement, any material portion
of the Collateral shall not be subject to a prior perfected security interest
(subject to Permitted Liens), or be subject to attachment, levy or
replenishment, unless such attachment, levy or replenishment shall be stayed, or
bonded in an amount substantially equal to the fair market value of such
Property and only for so long as such stay or bond exists;

        (q) (i) A petition or complaint is filed before or by the Federal Trade
Commission, the United States Justice Department, or any other Tribunal, seeking
to cause Borrower, the Parent or any Subsidiary to divest a significant portion
of its assets or the Capital Stock of any Subsidiary or Borrower, pursuant to
any antitrust, restraint of trade, unfair competition or similar Laws, and such
petition or complaint is not dismissed or discharged within 60 days of the
filing thereof, which such divestiture could reasonably be expected to cause a
Material Adverse Change or (ii) A warrant of attachment or execution or similar
process shall be issued or levied against Property of Borrower, the Parent or
any Subsidiary which, together with all other such Property of Borrower, the
Parent and the Subsidiaries subject to other such process, exceeds in value
$250,000 in the aggregate, and if such judgment or award is not insured or,
within 60 days after the entry, issue or levy thereof, such judgment, warrant or
process shall not have been paid or discharged, bonded or stayed pending appeal,
or if, after the expiration of any such stay, such judgment, warrant or process
shall not have been paid or discharged;

        (r) Any civil action, suit or proceeding shall be commenced against the
Borrower, the Parent or any Subsidiary of the Borrower under any federal or
state racketeering statute (including, without limitation, the Racketeer
Influenced and Corrupt Organization Act of 1970)("RICO") and such suit shall be
adversely determined by a court of applicable jurisdiction resulting in a
judgment against such entity in excess of $250,000; or any criminal action or
proceeding shall be commenced against the Borrower, the Parent or any Subsidiary
of the Borrower under any federal or state racketeering statute (including,
without limitation, RICO); or

        (s) The Borrower shall fail to make payments of any principal or
interest due under the Northland Indenture.



                                       76
<PAGE>   84
        8.02. Remedies Upon Default. If an Event of Default described in
Section 8.01(f) shall occur with respect to the Borrower, the Parent or any
Subsidiary of the Borrower, the Commitment shall be immediately terminated and
the aggregate unpaid principal balance of and accrued interest on all Advances
shall, to the extent permitted by applicable Law, thereupon become due and
payable concurrently therewith, without any action by Administrative Agent or
any Lender, and without diligence, presentment, demand, protest, notice of
protest or intent to accelerate, or notice of any other kind, all of which are
hereby expressly waived. Subject to the foregoing sentence, if any Event of
Default shall occur and be continuing, then no LIBOR Advances shall be available
to Borrower and Administrative Agent may at its election, and shall at the
direction of Majority Lenders, do any one or more of the following:

        (a) Declare the entire unpaid balance of all Advances immediately due
and payable, whereupon it shall be due and payable without diligence,
presentment, demand, protest, notice of protest or intent to accelerate, or
notice of any other kind (except notices specifically provided for under Section
8.01), all of which are hereby expressly waived (except to the extent waiver of
the foregoing is not permitted by applicable Law);

        (b) Terminate the Revolver A Commitment, the Revolver B Commitment
and/or the Letter of Credit Commitment;

        (c)    Reduce any claim of Administrative Agent and Lenders to judgment;

        (d) Demand (and Borrower shall pay to Administrative Agent) immediately
upon demand and in immediately available funds, the amount equal to the
aggregate amount of the Letters of Credit then outstanding, irrespective of
whether such Letters of Credit have been drawn upon, all as set forth and in
accordance with the terms of provisions of Article III hereof. The
Administrative Agent shall promptly advise Borrower of any such declaration or
demand but failure to do so shall not impair the effect of such declaration or
demand; and

        (e) Exercise any Rights afforded under any Loan Papers, by Law,
including but not limited to the UCC, at equity, or otherwise.

        8.03. Cumulative Rights. All Rights available to Administrative Agent
and Lenders under the Loan Papers shall be cumulative of and in addition to all
other Rights granted thereto at Law or in equity, whether or not amounts owing
thereunder shall be due and payable, and whether or not Administrative Agent or
any Lender shall have instituted any suit for collection or other action in
connection with the Loan Papers.

        8.04. Waivers. The acceptance by Administrative Agent or any Lender at
any time and from time to time of partial payment of any amount owing under any
Loan Papers shall not be deemed to be a waiver of any Default or Event of
Default then existing. No waiver by Administrative Agent or any Lender of any
Default or Event of Default shall be deemed to be a



                                       77
<PAGE>   85
waiver of any Default or Event of Default other than such Default or Event of
Default. No delay or omission by Administrative Agent or any Lender in
exercising any Right under the Loan Papers shall impair such Right or be
construed as a waiver thereof or an acquiescence therein, nor shall any single
or partial exercise of any such Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Papers or otherwise.

        8.05. Performance by Administrative Agent or any Lender. Should any
covenant of the Borrower, the Parent or any Subsidiary of the Borrower fail to
be performed in accordance with the terms of the Loan Papers, Administrative
Agent may, at its option, perform or attempt to perform such covenant on behalf
of such entity. Notwithstanding the foregoing, it is expressly understood that
neither Administrative Agent nor any Lender assumes, and shall not ever have,
except by express written consent of Administrative Agent or such Lender, any
liability or responsibility for the performance of any duties or covenants of
the Borrower, the Parent or any Subsidiary of the Borrower.

        8.06. Expenditures. Borrower shall reimburse Administrative Agent and
each Lender for any sums spent by it in connection with the exercise of any
Right provided herein. Such sums shall bear interest at the lesser of (a) the
Base Rate in effect from time to time, plus 3.0% and (b) the Highest Lawful
Rate, from the date spent until the date of repayment by Borrower.

        8.07. Control. None of the covenants or other provisions contained in
this Agreement shall, or shall be deemed to, give Administrative Agent or any
Lender any Rights to exercise control over the affairs and/or management of the
Borrower, the Parent or any Subsidiary of the Borrower, the power of
Administrative Agent and each Lender being limited to the Rights to exercise the
remedies provided in this Article; provided, however, that if Administrative
Agent or any Lender becomes the owner of any partnership, stock or other equity
interest in any Person, whether through foreclosure or otherwise, it shall be
entitled to exercise such legal Rights as it may have by being an owner of such
stock or other equity interest in such Person.

        8.08. 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 from
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 Majority Lenders in accordance with Article VIII hereof;
provided, however, that unless and until Administrative Agent has received any
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 in its sole discretion or in the
best interest of Lenders.



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<PAGE>   86
                      ARTICLE IX. THE ADMINISTRATIVE AGENT

        9.01. Authorization and Action. Each Lender hereby appoints and
authorizes Administrative Agent to take such action as Administrative Agent on
its behalf and to exercise such powers under this Agreement and the other Loan
Papers as are delegated to the Administrative Agent by the terms of the Loan
Papers, together with such powers as are reasonably incidental thereto. As to
any matters not expressly provided for by this Agreement and the other Loan
Papers (including without limitation enforcement or collection of the Notes),
Administrative Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
Majority Lenders (or all Lenders, if required under Section 10.01), and such
instructions shall be binding upon all Lenders; provided, however, that
Administrative Agent shall not be required to take any action which exposes
Administrative Agent to personal liability or which is contrary to any Loan
Papers or applicable Law. Administrative Agent agrees to give to each Lender
notice of each notice given to it by Borrower pursuant to the terms of this
Agreement, and to distribute to each applicable Lender in like funds all amounts
delivered to Administrative Agent by Borrower for the Ratable or individual
account of any Lender. Notwithstanding any provision herein or in any other Loan
Papers to the contrary, 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, and no implied covenants, functions, responsibilities, duties,
obligations, or liabilities shall be read into this Agreement, or any other Loan
Paper, or otherwise against Administrative Agent.

        9.02. Administrative Agent's Reliance, Etc. Neither Administrative
Agent, nor any of its directors, officers, agents, employees, or representatives
shall be liable for any action taken or omitted to be taken by it or them under
or in connection with this Agreement or any other Loan Paper, except for its or
their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, Administrative Agent (a) may treat the payee of any
Note as the holder thereof until Administrative Agent receives written notice of
the assignment or transfer thereof signed by such payee and in form satisfactory
to Administrative Agent; (b) may consult with legal counsel (including counsel
for Borrower, the Parent or any Subsidiary of the Borrower), independent public
accountants, and other experts selected by it, and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants, or experts; (c) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties, or representations made in or in connection with this
Agreement or any other Loan Papers; (d) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants,
or conditions of this Agreement or any other Loan Papers on the part of the
Borrower, the Parent or any Subsidiary of the Borrower or to inspect the
Property (including the books and records) of the Borrower, the Parent or any
Subsidiary of the Borrower; (e) shall not be responsible to any



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<PAGE>   87
Lender for the due execution, legality, validity, enforceability, genuineness,
sufficiency, or value of this Agreement, any other Loan Papers, or any other
instrument or document furnished pursuant hereto; and (f) shall incur no
liability under or in respect of this Agreement or any other Loan Papers by
acting upon any notice, consent, certificate, or other instrument or writing
believed by it to be genuine and signed or sent by the proper party or parties.

        9.03. Bank of America, N.A. and Affiliates. With respect to its
Commitment, its Advances, and any Loan Papers, Bank of America, N.A. has the
same Rights under this Agreement as any other Lender and may exercise the same
as though it were not Administrative Agent. Bank of America, N.A. and its
Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with the Borrower,
the Parent or any Subsidiary of the Borrower, any Affiliate thereof, and any
Person who may do business therewith, all as if Bank of America, N.A. were not
Administrative Agent and without any duty to account therefor to any Lender.

        9.04. Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon Administrative Agent or any other
Lender, and based on the financial statements referred to in Section 5.04 hereof
and such other documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement and the
other Loan Papers.

        9.05. Indemnification by Lenders. Lenders shall indemnify
Administrative Agent, pro rata, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against Administrative Agent in any way relating to
or arising out of any Loan Papers or any action taken or omitted by
Administrative Agent thereunder, including any negligence of Administrative
Agent; provided, however, that no Lender shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, or disbursements resulting from Administrative Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, Lenders
shall reimburse Administrative Agent, pro rata, promptly upon demand for any
out-of-pocket expenses (including reasonable attorneys' fees) incurred by
Administrative Agent in connection with the preparation, execution, delivery,
administration, modification, amendment, or enforcement (whether through
negotiation, legal proceedings or otherwise) of, or legal and other advice in
respect of rights or responsibilities under, the Loan Papers. The indemnity
provided in this Section 9.05 shall survive the termination of this Agreement.

        9.06. Successor Administrative Agent. Administrative Agent may resign
at any time by giving written notice thereof to Lenders and Borrower, and may be
removed at any time with or without cause by the action of all Lenders (other
than Administrative Agent, if it is a Lender).



                                       80
<PAGE>   88
Upon any such resignation, Majority Lenders shall have the right to appoint a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed and shall have accepted such appointment within thirty days
after the retiring Administrative Agent's giving of notice of resignation, then
the retiring Administrative Agent may, on behalf of Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the Laws
of the United States of America or of any State thereof and having a combined
capital and surplus of at least $50,000,000. Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, such successor Administrative Agent shall thereupon succeed to and become
vested with all the Rights and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under the Loan Papers, provided that if the retiring or removed
Administrative Agent is unable to appoint a successor Administrative Agent,
Administrative Agent shall, after the expiration of a sixty day period from the
date of notice, be relieved of all obligations as Administrative Agent
hereunder. Notwithstanding any Administrative Agent's resignation or removal
hereunder, the provisions of this Article shall continue to inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement.

        9.07. Delegation of Duties. Administrative Agent may execute any of its
duties under this Agreement or any other Loan Paper 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.



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<PAGE>   89
                            ARTICLE X. MISCELLANEOUS

        10.01. Amendments and Waivers. No amendment or waiver of any provision
of this Agreement or any other Loan Papers, nor consent to any departure by the
Borrower, the Parent or any Subsidiary of the Borrower therefrom, shall be
effective unless the same shall be in writing and signed by Administrative Agent
with the written consent of Issuing Bank and Majority Lenders, and then any such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment, waiver,
or consent shall (and the result of action or failure to take action shall not)
unless in writing and signed by all of Lenders, Issuing Bank and Administrative
Agent, (a) increase the Revolver A Commitment, the Revolver B Commitment, the
Term Loan Commitment or the Letter of Credit Commitment, (b) reduce any
principal, interest, fees, or other amounts payable hereunder, or waive or
result in the waiver of any Event of Default under Section 8.01(a), (c) postpone
any date fixed for any payment of principal, interest, fees, or other amounts
payable hereunder, (d) release any Collateral or Guaranties securing the
Borrower's, the Parent's or any Subsidiary's obligations hereunder, other than
releases contemplated hereby and by the Loan Papers, (e) change the meaning of
Specified Percentage or the number of Lenders required to take any action
hereunder, or (f) amend this Section 10.01. No amendment, waiver, or consent
shall affect the Rights or duties of Administrative Agent under any Loan Papers,
unless it is in writing and signed by Administrative Agent in addition to
Issuing Bank and the requisite number of Lenders.

        10.02. Notices.

        (a) Manner of Delivery. All notices communications and other materials
to be given or delivered under the Loan Papers shall, except in those cases
where giving notice by telephone is expressly permitted, be given or delivered
in writing. All written notices, communications and materials shall be sent by
registered or certified mail, postage prepaid, return receipt requested, by
telecopier, or delivered by hand or overnight courier. In the event of a
discrepancy between any telephonic notice and any written confirmation thereof,
such written confirmation shall be deemed the effective notice except to the
extent Administrative Agent, any Lender or Borrower has acted in reliance on
such telephonic notice.

        (b) Addresses. All notices, communications and materials to be given or
delivered pursuant to this Agreement shall be given or delivered at the
following respective addresses and telecopier and telephone numbers and to the
attention of the following individuals or departments:

If to Borrower:

               Northland Cable Television, Inc.
               1201 Third Avenue, Suite 3600
               Seattle, Washington 98101



                                       82
<PAGE>   90
               Telephone No.:(206) 621-1351
               Facsimile No.:(206) 623-9015

               Attention:  Gary Jones

        With a Copy to:

               Northland Cable Television, Inc.
               1201 Third Avenue, Suite 3600
               Seattle, Washington 98101
               Telephone No.:(206) 621-1351
               Facsimile No.:(206) 623-9015

               Attention:  Laura Williams

If to Administrative Agent:

               Bank of America, N.A.
               Commercial Agency Management
               701 Fifth Avenue
               Mail Code WA1-102-16-20
               Seattle, Washington 98104
               Telephone No.:(206) 358-0138
               Facsimile No.:(206) 358-0971

               Attention:  Ken Puro

        With a Copy to:

               Donohoe, Jameson & Carroll, P.C.
               3400 Renaissance Tower
               1201 Elm Street
               Dallas, Texas  75270
               Telephone No.:(214) 698-3867
               Facsimile No.:(214) 744-0231

               Attention:    Michael D. Cuda

        (c) If to any Lender, to its address set forth below opposite its
signature or on any Assignment and Acceptance or amendment to this Agreement.



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<PAGE>   91
or at such other address or, telecopier or telephone number or to the attention
of such other individual or department as the party to which such information
pertains may hereafter specify for the purpose in a notice to the other
specifically captioned "Notice of Change of Address".

        (d) Effectiveness. Each notice, communication and any material to be
given or delivered to any party pursuant to this Agreement shall be effective or
deemed delivered or furnished (i) if sent by mail, on the fifth day after such
notice, communication or material is deposited in the mail, addressed as above
provided, (ii) if sent by telecopier, when such notice, communication or
material is transmitted to the appropriate number determined as above provided
in this Section 10.02 and the appropriate receipt is received or otherwise
acknowledged, (iii) if sent by hand delivery or overnight courier, when left at
the address of the addressee addressed as above provided, and (iv) if given by
telephone, when communicated to the individual or any member of the department
specified as the individual or department to whose attention notices,
communications and materials are to be given or delivered except that notices of
a change of address, telecopier or telephone number or individual or department
to whose attention notices, communications and materials are to be given or
delivered shall not be effective until received; provided, however, that notices
to Administrative Agent pursuant to Article II shall be effective when received.
Borrower agrees that Administrative Agent shall have no duty or obligation to
verify or otherwise confirm telephonic notices given pursuant to Article II, and
agrees to indemnify and hold harmless Administrative Agent and Lenders for any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, claims, costs, and expenses resulting, directly or indirectly,
from acting upon any such notice.

        10.03. Parties in Interest. All covenants and agreements contained in
this Agreement and all other Loan Papers shall bind and inure to the benefit of
the respective successors and assigns of the parties hereto. Each Lender may
from time to time assign or transfer its interests hereunder pursuant to Section
10.04 hereof. None of the Borrower, the Parent or any Subsidiary of the Borrower
may assign or transfer its Rights or obligations under any Loan Paper without
the prior written consent of Administrative Agent.



                                       84
<PAGE>   92
        10.04. Assignments and Participations.

        (a) Subject to the following sentence, each Lender (an "Assignor") may
assign its Rights and obligations as a Lender under the Loan Papers to one or
more Eligible Assignees pursuant to an Assignment and Acceptance, so long as (i)
each assignment shall be of a constant, and not a varying percentage of all
Rights and obligations thereunder, (ii) each Assignor shall obtain in each case
the prior written consent of Administrative Agent (except in the case of an
assignment to an Affiliate of such Lender), (iii) each Assignor shall in each
case pay a $3,500 processing fee to Administrative Agent, and (iv) no such
assignment is for an amount less than $5,000,000. Assignments and other
transfers (except participations) with respect to each Lender's participation in
a given Letter of Credit may only be made with the prior written consent of the
Administrative Agent. Within five Business Days after Administrative Agent
receives notice of any such assignment, Borrower shall execute and deliver to
Administrative Agent, in exchange for the Notes issued to Assignor, new Notes to
the order of such Assignor and its assignee in amounts equal to their respective
Specified Percentages of the Commitment. Such new Notes shall be dated the
effective date of the assignment. It is specifically acknowledged and agreed
that on and after the effective date of each assignment, the assignee shall be a
party hereto and shall have the Rights and obligations of a Lender under the
Loan Papers.

        (b) Each Lender may sell participations to one or more Persons in all or
any of its Rights and obligations under the Loan Papers; provided, however, that
(i) such Lender's obligations under the Loan Papers shall remain unchanged, (ii)
such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such Lender shall remain the holder of
its Notes for all purposes of the Loan Papers, (iv) the participant shall be
granted the Right to vote on or consent to only those matters described in
Sections 10.01(a), (b), (c) and (d), (v) the Borrower, Administrative Agent, and
other Lenders shall continue to deal solely and directly with such Lender in
connection with its Rights and obligations under the Loan Papers and (vi) no
such participation is for an amount less than $5,000,000.

        (c) Any Lender may, in connection with any assignment or participation,
or proposed assignment or participation, disclose to the assignee or
participant, or proposed assignee or participant, any information relating to
the Borrower, the Parent or any Subsidiary of the Borrower furnished to such
Lender by or on behalf of such entity.

        (d) Notwithstanding any other provision set forth in this Agreement,
each Lender may at any time create a security interest in all or any portion of
its Rights under this Agreement (including, without limitation, the Advances
owing to it and the Note or Notes held by it) in favor of any Federal Reserve
Bank in accordance with Regulation A of the Board of Governors of the Federal
Reserve System.



                                       85
<PAGE>   93
        10.05. Sharing of Payments. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any Right of set-off,
or otherwise) on account of its Advances in excess of its pro rata share of
payments made by Borrower, such Lender shall forthwith purchase participations
in Advances made by the other Lenders as shall be necessary to share the excess
payment pro rata with each of them; provided, however, that if any of such
excess payment is thereafter recovered from the purchasing Lender, its purchase
from each Lender shall be rescinded and each Lender shall repay the purchase
price to the extent of such recovery together with a pro rata share of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered. Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 10.05 may, to the
fullest extent permitted by Law, exercise all its Rights of payment (including
the Right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of Borrower in the amount of such participation.

        10.06. Right of Set-off. Upon the occurrence and during the continuance
of any Event of Default, each Lender is hereby authorized at any time and from
time to time, to the fullest extent permitted by Law, to set-off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender to or for
the credit or the account of Borrower against any and all of the obligations of
Borrower now or hereafter existing under this Agreement and the other Loan
Papers, whether or not Administrative Agent or any Lender shall have made any
demand under this Agreement or the other Loan Papers, and even if such
obligations are unmatured. Each Lender shall promptly notify Borrower after any
such set-off and application, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The Rights of
each Lender under this Section 10.06 are in addition to other Rights (including,
without limitation, other Rights of set-off) which such Lender may have.

        10.07. Costs, Expenses, and Taxes.

        (a) Borrower agrees to pay on demand (i) all costs and expenses of
Administrative Agent in connection with the preparation and negotiation of all
Loan Papers, including without limitation the reasonable fees and out-of-pocket
expenses of Special Counsel and (ii) all costs and expenses (including
reasonable attorneys' fees and expenses) of Administrative Agent and each Lender
in connection with administration, interpretation, modification, amendment,
waiver, or release of any Loan Papers and any restructuring, work-out, or
collection of any portion of the Obligations or the enforcement of any Loan
Papers.

        (b) In addition, Borrower shall pay any and all stamp, debt, and other
Taxes payable or determined to be payable in connection with any payment
hereunder (other than Taxes on the overall net income of Administrative Agent or
any Lender or franchise Taxes or Taxes on capital or capital receipts of
Administrative Agent or any Lender), or the execution, delivery, or recordation
of any Loan Papers, and agrees to save Administrative Agent and each Lender



                                       86
<PAGE>   94
harmless from and against any and all liabilities with respect to, or resulting
from any delay in paying or omission to pay any Taxes in accordance with this
Section 10.07, including any penalty, interest, and expenses relating thereto.
All payments by the Borrower, the Parent or any Subsidiary of the Borrower under
any Loan Papers shall be made free and clear of and without deduction for any
present or future Taxes (other than Taxes on the overall net income of
Administrative Agent or any Lender of any nature now or hereafter existing,
levied, or withheld, or franchise Taxes or Taxes on capital or capital receipts
of Administrative Agent or any Lender), including all interest, penalties, or
similar liabilities relating thereto. If Borrower shall be required by Law to
deduct or to withhold any Taxes from or in respect of any amount payable
hereunder, (i) the amount so payable shall be increased to the extent necessary
so that, after making all required deductions and withholdings (including Taxes
on amounts payable to Administrative Agent or any Lender pursuant to this
sentence), Administrative Agent or any Lender receives an amount equal to the
sum it would have received had no such deductions or withholdings been made,
(ii) Borrower shall make such deductions or withholdings, and (iii) Borrower
shall pay the full amount deducted or withheld to the relevant taxing authority
in accordance with applicable Law. Without prejudice to the survival of any
other agreement of Borrower hereunder, the agreements and obligations of
Borrower contained in this Section 10.07 shall survive the execution of this
Agreement, termination of the Commitment and/or the Letter of Credit Commitment,
repayment of the Obligations, satisfaction of each agreement securing or
assuring the Obligations and termination of this Agreement and each other Loan
Paper.

        10.08. Rate Provision. It is not the intention of any party to any Loan
Papers to make an agreement violative of the Laws of any applicable jurisdiction
relating to usury. In no event shall Borrower or any other Person be obligated
to pay any amount in excess of the Maximum Amount. If Administrative Agent or
any Lender ever receives, collects or applies, as interest, any such excess,
such amount which would be excessive interest shall be deemed a partial
repayment of principal and treated hereunder as such; and if principal is paid
in full, any remaining excess shall be paid to Borrower or the other Person
entitled thereto. In determining whether or not the interest paid or payable,
under any specific contingency, exceeds the Maximum Amount, the Borrower, the
Parent or any Subsidiary of the Borrower, Administrative Agent and each Lender
shall, to the maximum extent permitted under Applicable Law, (a) characterize
any nonprincipal payment as an expense, fee or premium rather than as interest,
(b) exclude voluntary prepayments and the effect thereof, and (c) amortize,
prorate, allocate and spread in equal parts, the total amount of interest
throughout the entire contemplated term of the Obligations so that the interest
rate is uniform throughout the entire term of the Obligations; provided that if
the Obligations are paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence thereof exceeds the Maximum Amount, Administrative Agent or Lenders,
as appropriate, shall refund to Borrower the amount of such excess or credit the
amount of such excess against the total principal amount owing, and, in such
event, neither Administrative Agent nor any Lender shall be subject to any
penalties provided by any Laws for contracting for, charging or receiving
interest in excess of the Maximum Amount. This Section 10.08 shall control every
other



                                       87
<PAGE>   95
provision of all agreements among the parties to the Loan Papers pertaining to
the transactions contemplated by or contained in the Loan Papers.

        10.09. Severability. If any provision of any Loan Papers is held to be
illegal, invalid, or unenforceable under present or future Laws during the term
thereof, such provision shall be fully severable, the appropriate Loan Paper
shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part thereof, and the remaining provisions
thereof shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance therefrom.
Furthermore, in lieu of such illegal, invalid, or unenforceable provision there
shall be added automatically as a part of such Loan Paper a legal, valid, and
enforceable provision as similar in terms to the illegal, invalid, or
unenforceable provision as may be possible.

        10.10. Exceptions to Covenants. None of the Borrower, the Parent or any
Subsidiary of the Borrower shall be deemed to be permitted to take any action or
to fail to take any action that is permitted as an exception to any covenant in
any Loan Papers, or that is within the permissible limits of any covenant, if
such action or omission would result in a violation of any other covenant in any
Loan Papers.

        10.11. Counterparts. This Agreement and the other Loan Papers may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument. In making proof of any such agreement,
it shall not be necessary to produce or account for any counterpart other than
one signed by the party against which enforcement is sought.

        10.12. GOVERNING LAW; WAIVER OF JURY TRIAL.

        (a) THIS AGREEMENT AND ALL OTHER LOAN PAPERS SHALL BE DEEMED TO BE
CONTRACTS MADE IN DALLAS, TEXAS, AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (WITHOUT GIVING EFFECT TO
CONFLICT OF LAWS) AND THE UNITED STATES OF AMERICA. WITHOUT EXCLUDING ANY OTHER
JURISDICTION AND NOT AS A LIMITATION OF SECTION 10.14 HEREOF, BORROWER AGREES
THAT THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS, TEXAS, WILL HAVE
JURISDICTION OVER PROCEEDINGS IN CONNECTION HEREWITH. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL
BY JURY OF ANY DISPUTE (WHETHER A CLAIM IN TORT, CONTRACT, EQUITY, OR OTHERWISE)
ARISING UNDER OR RELATING TO THIS AGREEMENT, THE OTHER LOAN PAPERS, OR ANY
RELATED MATTERS, AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE
SITTING WITHOUT A JURY.



                                       88
<PAGE>   96
        (b) BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY LEGAL PROCESS UPON
IT. BORROWER AGREES THAT SERVICE OF PROCESS MAY BE MADE UPON IT BY REGISTERED
MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO BORROWER AT ITS ADDRESS DESIGNATED
FOR NOTICE UNDER THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL. NOTHING IN THIS
SECTION 10.12 SHALL AFFECT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO
SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

        10.13. ARBITRATION. (a) PROCEEDINGS. ANY CONTROVERSY OR CLAIM BETWEEN
OR AMONG THE PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN PAPER, INCLUDING ANY CLAIM BASED ON
OR ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
APPLICABLE STATE LAW) AND THE RULES OF PRACTICE AND PROCEDURE FOR THE
ARBITRATION OF COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND MEDIATION
SERVICES, INC. ("JAMS"), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT
OF ANY INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY
ARBITRATION AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. ANY PARTY TO
THIS AGREEMENT MAY BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING,
TO COMPEL ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT
APPLIES IN ANY COURT HAVING JURISDICTION OVER SUCH ACTION.

        (b) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN THE CITY OF
BORROWER'S DOMICILE AT TIME OF THIS AGREEMENT'S EXECUTION AND ADMINISTERED BY
JAMS, WHICH WILL APPOINT AN ARBITRATOR; IF JAMS IS UNABLE OR LEGALLY PRECLUDED
FROM ADMINISTERING THE ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION
WILL SERVE. ALL ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE
DEMAND FOR ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY, UPON A SHOWING OF
CAUSE, BE PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN
ADDITIONAL 60 DAYS.

        (c) RESERVATION OF RIGHTS. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
(I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF LIMITATION
OR REPOSE AND ANY WAIVERS



                                       89
<PAGE>   97
CONTAINED IN THIS AGREEMENT; OR (II) BE A WAIVER BY ADMINISTRATIVE AGENT OR ANY
LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR ANY
SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF ADMINISTRATIVE
AGENT OR ANY LENDER HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT
LIMITED TO) SETOFF, OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY
COLLATERAL, OR (C) TO OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH
AS (BUT NOT LIMITED TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT
OF A RECEIVER. ADMINISTRATIVE AGENT AND EACH LENDER MAY EXERCISE SUCH SELF HELP
RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR OBTAIN SUCH PROVISIONAL OR ANCILLARY
REMEDIES BEFORE, DURING OR AFTER THE PENDENCY OF ANY ARBITRATION PROCEEDING
BROUGHT PURSUANT TO THIS AGREEMENT. NEITHER THIS EXERCISE OF SELF HELP REMEDIES
NOR THE INSTITUTION OR MAINTENANCE OF AN ACTION FOR FORECLOSURE OR PROVISIONAL
OR ANCILLARY REMEDIES SHALL CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY,
INCLUDING THE CLAIMANT IN ANY SUCH ACTION, TO ARBITRATE THE MERITS OF THE
CONTROVERSY OR CLAIM OCCASIONING RESORT TO SUCH REMEDIES.

        10.14. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN PAPERS
REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

        10.15. Qualified Commercial Loan. This Agreement evidences a "qualified
commercial loan" as that term is defined in Section 306.001 of the Texas Finance
Code, as amended.

        10.16. Conflicts. In the event of any conflict between the provisions
of this Agreement and the provisions of any other Loan Paper, the provisions of
this Agreement shall control.

--------------------------------------------------------------------------------
                   REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
--------------------------------------------------------------------------------



                                       90
<PAGE>   98
        IN WITNESS WHEREOF, this Credit Agreement is executed as of the date
first set forth above.

BORROWER:
                                       NORTHLAND CABLE TELEVISION, INC.

                                       By:
                                          -------------------------------------
                                       Name:  Gary S. Jones
                                            -----------------------------------
                                       Title: Chief Financial Officer
                                             ----------------------------------



                                       91
<PAGE>   99
ADMINISTRATIVE AGENT:
                                       BANK OF AMERICA, N.A., as
                                       Administrative Agent

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



                                       92
<PAGE>   100
LENDERS:

                                       BANK OF AMERICA, N.A., individually,
                                       as a Lender

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

Revolver A Specified Percentage:

18.181818182%

Revolver B Specified Percentage:

18.181818182%

Term Loan Specified Percentage:

18.181818182%

Total Specified Percentage:

18.181818182%

Address:

901 Main Street, ___th Floor
Dallas, Texas  75202

Facsimile:     (214) 508-_____

Attention:

Telephone:



                                       93
<PAGE>   101
                                       BANK OF MONTREAL, as Syndication Agent
                                       and as a Lender

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

Revolver A Specified Percentage:

15.909090909%

Revolver B Specified Percentage:

15.909090909%

Term Loan Specified Percentage:

15.909090909%

Total Specified Percentage:

15.909090909%

Address:

Facsimile:

Attention:

Telephone:



                                       94
<PAGE>   102
                                       US BANK, NATIONAL ASSOCIATION, as
                                       Co-Documentation Agent and as a Lender

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

Revolver A Specified Percentage:

15.909090909%

Revolver B Specified Percentage:

15.909090909%

Term Loan Specified Percentage:

15.909090909%

Total Specified Percentage:

15.909090909%

Address:

Facsimile:

Attention:

Telephone:



                                       95
<PAGE>   103
                                       GENERAL ELECTRIC CAPITAL CORPORATION, as
                                       Co-Documentation Agent and as a Lender

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

Revolver A Specified Percentage:

15.909090909%

Revolver B Specified Percentage:

15.909090909%

Term Loan Specified Percentage:

15.909090909%

Total Specified Percentage:

15.909090909%

Address:

Facsimile:

Attention:

Telephone:



                                       96
<PAGE>   104
                                       COBANK

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

Revolver A Specified Percentage:

13.636363636%

Revolver B Specified Percentage:

13.636363636%

Term Loan Specified Percentage:

13.636363636%

Total Specified Percentage:

13.636363636%

Address:

Facsimile:

Attention:

Telephone:



                                       97
<PAGE>   105
                                       IBJ WHITEHALL BANK & TRUST COMPANY

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

Revolver A Specified Percentage:

11.363636364%

Revolver B Specified Percentage:

11.363636364%

Term Loan Specified Percentage:

11.363636364%

Total Specified Percentage:

11.363636364%

Address:

Facsimile:

Attention:

Telephone:



                                       98
<PAGE>   106
                                       SUNTRUST BANK

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

Revolver A Specified Percentage:

9.090909091%

Revolver B Specified Percentage:

9.090909091%

Term Loan Specified Percentage:

9.090909091%

Total Specified Percentage:

9.090909091%

Address:

Facsimile:

Attention:

Telephone:



                                       99