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                                                                    EXHIBIT 10.3

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                              AMENDED AND RESTATED

                                    FIVE-YEAR

                                CREDIT AGREEMENT

                         dated as of September 28, 1999


                                  by and among


                            COX COMMUNICATIONS, INC.,


                             The Banks Party Hereto,



                            THE CHASE MANHATTAN BANK
                             as Documentation Agent

                                       and


                   CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                      as Administrative Agent for the Banks

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


                             Chase Securities Inc.,
                     as Sole Book Manager and Lead Arranger

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



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                            COX COMMUNICATIONS, INC.

                                TABLE OF CONTENTS

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                                                                                                    ----


                                               ARTICLE I


  <S>                          <C>                                                                  <C>
  SECTION 1.01.                Defined Terms.............................................              1
  SECTION 1.02.                Redenomination of Certain
                                 Foreign Currencies......................................             13


                                               ARTICLE II

                                               The Loans

  SECTION 2.01.                Revolving Credit Loans....................................             13
  SECTION 2.02.                Setoff, Counterclaims and Taxes...........................             21
  SECTION 2.03.                Withholding Tax Exemption.................................             22
  SECTION 2.04.                Alternate Currency Loans..................................             22
  SECTION 2.05.                Currency Equivalents......................................             24
  SECTION 2.06.                Discretionary Loans.......................................             24
  SECTION 2.07.                Obligations Several, Not Joint............................             25


                                               ARTICLE III

                               Optional and Required Prepayments; Interest
                                      Payment Date; Other Payments



  SECTION 3.01.                Optional Prepayments......................................             25
  SECTION 3.02.                Required Prepayments......................................             26
  SECTION 3.03.                Interest Payment Date.....................................             28
  SECTION 3.04.                Place, etc. of Payments and Prepayments...................             28

  SECTION 3.05.                Basis of Accrual..........................................             28
  SECTION 3.06.                Rounding and Other
                                 Consequential Changes...................................             29


                                               ARTICLE IV

                                     Fees; Reduction of Commitments


  SECTION 4.01.                Commitment Fees; Utilization Fee..........................             29
  SECTION 4.02.                Reduction or Termination of Commitments...................             30
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                                                 ARTICLE V

 <S>                                                                                                  <C>
 Application of Proceeds..................................................................            30


                                                ARTICLE VI

                                      Representations and Warranties

  SECTION 6.01.                Organization; Qualification; Subsidiaries.................             31

  SECTION 6.02.                Financial Statements......................................             31
  SECTION 6.03.                Actions Pending...........................................             31
  SECTION 6.04.                Default...................................................             31
  SECTION 6.05.                Title to Assets...........................................             32
  SECTION 6.06.                Payment of Taxes..........................................             32
  SECTION 6.07.                Conflicting or Adverse Agreements or Restrictions.........             32

  SECTION 6.08.                Purpose of Loans..........................................             32
  SECTION 6.09.                Authority; Validity.......................................             32
  SECTION 6.10.                Consents or Approvals.....................................             33
  SECTION 6.11.                Compliance with Law.......................................             33
  SECTION 6.12.                ERISA.....................................................             33
  SECTION 6.13.                Investment Company Act....................................             33
  SECTION 6.14.                Disclosure................................................             33
  SECTION 6.15.                Material Franchise Agreements.............................             34
  SECTION 6.16.                Insurance.................................................             34
  SECTION 6.17.                Quality of CATV Systems...................................             34
  SECTION 6.18.                Environmental and Safety Matters..........................             34
  SECTION 6.19                 Year 2000 Compliance......................................             35


                                                ARTICLE VII

                                                Conditions


  SECTION 7.01.                Conditions Precedent to Effectiveness and to Initial
                                    Borrowing............................................             35
  SECTION 7.02.                Conditions Precedent to Each Borrowing....................             36

  SECTION 7.03.                Conditions Precedent to Borrowings that Increase
                                    Principal Outstanding................................             36

  SECTION 7.04                 Conditions Precedent to the Initial Borrowing After the
                                    Amendment Closing Date...............................             37

                                               ARTICLE VIII

                                           Affirmative Covenants

  SECTION 8.01.                Certain Financial Covenants...............................             37
  SECTION 8.02.                Financial Statements and Information......................             38

  SECTION 8.03.                Existence, Laws, Obligations..............................             39
  SECTION 8.04.                Notice of Litigation and Other Matters....................             39
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  <S>                          <C>                                                                    <C>
  SECTION 8.05.                Books and Records.........................................             40
  SECTION 8.06.                Inspection of Property and Records........................             40

  SECTION 8.07.                Maintenance of Property, Insurance........................             40

  SECTION 8.08.                ERISA.....................................................             40
  SECTION 8.09.                Maintenance of Business Lines.............................             41
  SECTION 8.10.                Compliance with Material Franchise Agreements.............             41

  SECTION 8.11.                Restricted/Unrestricted Designation of Subsidiaries.......             41

  SECTION 8.12.                Capital Expenditure Budget................................             41

                                                ARTICLE IX

                                            Negative Covenants

  SECTION 9.01.                Mortgages, etc............................................             42
  SECTION 9.02.                Debt......................................................             43
  SECTION 9.03.                Merger; Consolidation; Disposition of Assets..............             43

  SECTION 9.04.                Restricted Payments.......................................             43
  SECTION 9.05.                Limitation on Margin Stock................................             44
  SECTION 9.06.                Loans and Advances to and Investments in Unrestricted
                                    Subsidiaries.........................................             44
  SECTION 9.07.                Transactions with Affiliates..............................             44

                                                 ARTICLE X

                                             Events of Default

  SECTION 10.01.               Failure To Pay Principal or Interest......................             45

  SECTION 10.02.               Failure To Pay Other Sums.................................             45
  SECTION 10.03.               Failure To Pay Other Debt.................................             45
  SECTION 10.04.               Misrepresentation or Breach of Warranty...................             46
  SECTION 10.05.               Violation of Certain Covenants............................             46
  SECTION 10.06.               Violation of Other Covenants, etc.........................             46

  SECTION 10.07.               Undischarged Judgment.....................................             46
  SECTION 10.08.               ERISA.....................................................             46
  SECTION 10.09.               Change of Control.........................................             46
  SECTION 10.10.               Assignment for Benefit of Creditors or Nonpayment of Debts             46


  SECTION 10.11.               Voluntary Bankruptcy......................................             46
  SECTION 10.12.               Involuntary Bankruptcy....................................             46
  SECTION 10.13.               Dissolution...............................................             47
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                                                ARTICLE XI

 <S>                                                                                                 <C>
 Modifications, Amendments or Waivers...................................................             47


                                                ARTICLE XII

                                         The Administrative Agent

  SECTION 12.01.               Appointment of Administrative  Agent......................             48
  SECTION 12.02.               Indemnification of Administrative Agent...................             48
  SECTION 12.03.               Limitation of Liability...................................             48
  SECTION 12.04.               Independent Credit Decision...............................             49
  SECTION 12.05.               Rights of TCB.............................................             49
  SECTION 12.06.               Successor to the Administrative Agent.....................             49

                                               ARTICLE XIII

                                               Miscellaneous

  SECTION 13.01.               Payment of Expenses.......................................             50
  SECTION 13.02.               Notices...................................................             50
  SECTION 13.03.               Setoff....................................................             51
  SECTION 13.04.               Indemnity and Judgments...................................             51
  SECTION 13.05.               Interest..................................................             52
  SECTION 13.06.               Governing Law; Submission to Jurisdiction; Venue..........             53
  SECTION 13.07.               Survival of Representations and Warranties; Binding
                                    Effect; Assignment...................................             54
  SECTION 13.08.               Counterparts..............................................             56
  SECTION 13.09.               Severability..............................................             57
  SECTION 13.10.               Descriptive Headings......................................             57
  SECTION 13.11.               Representation of the Banks...............................             57
  SECTION 13.12.               Final Agreement of the Parties............................             57
  SECTION 13.13.               Waiver of Jury Trial......................................             57
  SECTION 13.14.               Effect of Amendment and
                                    Restatement..........................................             57


                                             LIST OF EXHIBITS

  Exhibit 2.01(a)                       -    Banks and Commitments
  Exhibit 2.01(g)(iv)                   -    Eurocurrency Liabilities (Regulation D)
  Exhibit 6.01                          -    List of Subsidiaries
  Exhibit 6.03                          -    List of Actions Pending
  Exhibit 6.15                          -    Franchise Agreements
  Exhibit 7.01(b)(i)                    -    Opinions of the Company's Counsel and the Company's
                                             Special FCC Counsel addressed to the Banks

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  <S>                                   <C>  <C>
  Exhibit 7.01(b)(ii)                   -    Opinion of Counsel for the Banks Addressed to the Banks
  Exhibit 7.01(c)                       -    Officers' Certificate
  Exhibit A                             -    Incumbency Certificate
  Exhibit 9.01(d)                       -    List of Liens and Security Interests
  Exhibit 13.02                         -    Addresses for Notices
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  Exhibit 13.07(c)                      -    Assignment and Acceptance


                                    THIS AMENDED AND RESTATED FIVE-YEAR CREDIT
                  AGREEMENT (the "Agreement") made as of the 28th day of
                  September 1999, is among COX COMMUNICATIONS, INC. and the
                  BANKS party hereto, THE CHASE MANHATTAN BANK, as Documentation
                  Agent, and CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as
                  Administrative Agent for the Banks (hereinafter in such
                  capacity called the "Administrative Agent").


                  WHEREAS Cox Communications, Inc., a Delaware corporation
(hereinafter called the "Company"), has previously entered into the Amended and
Restated Five-Year Credit Agreement dated as of October 9, 1997, among the
Company, the banks party thereto, Texas Commerce Bank National Association, as
Administrative Agent, and The Chase Manhattan Bank, as Documentation Agent (the
"1997 Agreement").

                  WHEREAS the 1997 Agreement was amended by the First Amendment
dated as of September 30, 1998 (the "First Amendment"; the First Amendment as
amended by the First Amendment, the "Existing Agreement").

                  WHEREAS the Company desires, and the Banks and the
Administrative Agent agree, to amend and restate the Existing Agreement in the
form of this Agreement.


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


                                   ARTICLE I



                  SECTION 1.01. Defined Terms. As used in this Agreement, the
following words and terms shall have the respective meanings indicated opposite
each of them and all accounting terms shall be construed in accordance with GAAP
consistent with those followed in the preparation of the financial statements
referred to in Section 6.02, unless otherwise indicated:

                  "Affiliate" shall mean, when used with respect to a specified
person, another person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the
person specified.

                  "Agreement" shall mean this Amended and Restated Credit
Agreement, as the same may be amended from time to time.

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum (rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the
greater of (a) the Floating Rate in effect on such day; or (b) the Federal Funds
Borrowing Rate in effect for such day plus 1/2 of 1%. For purposes of this
Agreement, any change in the Alternate Base Rate due to a change in the Federal
Funds Borrowing Rate shall be effective on the effective date of such



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change in the Federal Funds Borrowing Rate. If for any reason the Administrative
Agent shall have determined (which determination shall be conclusive, absent
manifest error) that it is unable to ascertain, after reasonable efforts, the
Federal Funds Borrowing Rate, the Alternate Base Rate shall be the Floating Rate
until the circumstances giving rise to such inability no longer exist.

                  "Alternate Base Rate Loans" shall mean those Loans which may
be made under this Agreement and which are described in Section 2.01(d)(ii) on
which the Company shall pay interest at a rate based on the Alternate Base Rate.

                  "Alternate Currency" shall mean British pounds sterling,
Japanese yen, Canadian dollars or the Euro.

                  "Alternate Currency Borrowings" and individually "Alternate
Currency Borrowing", shall mean borrowings by the Company under Section 2.04
consisting of simultaneous Loans from the Banks under each such Bank's Alternate
Currency Commitment.

                  "Alternate Currency Commitment" shall mean, subject to Section
4.02, as to each Bank, the Dollar equivalent of 44.014084507% of each Bank's
initial Commitment (as set forth on Exhibit 2.01(a), attached hereto) or as set
forth in an Assignment and Acceptance, as such Commitment (a) may be reduced
from time to time pursuant to this Agreement or (b) may be increased from time
to time pursuant to an Assignment and Acceptance.

                  "Alternate Currency Loans" and individually, "Alternate
Currency Loan", shall mean those Loans which may be made under this Agreement
and which are described in Section 2.04(a).

                  "Alternate Currency Reference Banks" shall mean Chase Texas
and its Affiliates, Citicorp U.S.A., Inc. and Morgan Guaranty Trust Company of
New York.

                  "Assignment and Acceptance" has the meaning specified in
Section 13.07(c) hereof.

                  "Attributable Amount" shall mean, in respect of any assets
disposed of by the Company or a Restricted Subsidiary, or any designation of a
Restricted Subsidiary as an Unrestricted Subsidiary or of an Unrestricted
Subsidiary as a Restricted Subsidiary pursuant to Section 8.11, the amount of
Consolidated Annualized Operating Cash Flow, determined at the time of such
disposition or designation, which was attributable to such assets or such
Subsidiary.

                  "Banks" shall mean the Persons listed on Exhibit 2.01(a) and
any other Person that shall have become a party hereto pursuant to an Assignment
and Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

                  "Basic Subscribers" shall mean all of the following which are
receiving basic cable television service provided by the CATV Systems: (a) the
number of single family dwellings, plus the number of individual households in
multiple dwelling units, paying at the stated basic service rate, (b) the number
of equivalent bulk and commercial rate customers calculated by dividing the
aggregate bulk and commercial basic service revenues by the stated basic service
rate and (c) the number of courtesy and free service customers.



                                       2
<PAGE>   9



                  "Borrowings" and individually, "Borrowing", shall mean
Conventional Borrowings or Alternate Currency Borrowings.

                  "Borrowing Date" shall mean a date upon which a Borrowing is
to be made under Section 2.

                  "Business Day" shall mean a day when the Reference Banks or
Alternate Currency Reference Banks, as the case may be, and the Administrative
Agent are open for business; provided that if the applicable Business Day
relates to Eurodollar Loans or Eurocurrency Loans, it shall mean a day when the
Reference Banks or the Alternate Currency Reference Banks, as the case may be,
and the Administrative Agent are open for business and banks are authorized to
be open for business in London, Dallas and New York; further provided that if
the applicable Business Day relates to an Alternate Currency Loan, it shall
additionally mean a day when banks are open for business in (i) the country of
issue of the currency of such Alternate Currency Loan and (ii) Frankfurt am
Main, Germany (or such principal financial center or centers in such
Participating Member State or States as the Administrative Agent may from time
to time nominate for this purpose).


                  "Cash Flow Producing Assets" shall mean (a) assets other than
(i) cash equivalents and other investments purchased in the ordinary course of
the Company's cash management activities, (ii) office buildings and office
equipment and supplies and (iii) other assets not comprising cable television
systems or portions thereof and not directly employed in the cash flow-producing
activities of the Company and its Restricted Subsidiaries and (b) any capital
stock of a Restricted Subsidiary owning a Cash Flow Producing Asset.

                  "CATV Systems" shall mean the cable television distribution
systems owned and operated, directly or indirectly, by the Company or any of its
Subsidiaries that receive television and video signals by antenna, microwave
transmission or satellite transmission and which amplify such signals and
distribute them via coaxial or fiber optic cable.

                  "CD Rate" for any Interest Period shall mean, for each CD Rate
Loan comprising all or part of the relevant Conventional Borrowing, an interest
rate per annum determined by the Administrative Agent to be equal to the sum of:

                  (a) the rate per annum obtained by dividing (i) the per annum
         rate of interest determined by the Administrative Agent to be the
         average (rounded upward to the nearest whole multiple of 0.01%, if such
         average is not such a multiple) of the bid rate determined
         independently by each Reference Bank at 9:00 a.m. (Dallas, Texas time),
         or as soon thereafter as is practicable, on the first day of such
         Interest Period, of a certificate of deposit dealer of recognized
         standing selected by each Reference Bank for the purchase at face value
         of its certificates of deposit in an amount approximately equal or
         comparable to the aggregate principal amount of such CD Rate Loans,
         with a maturity equal to such Interest Period, by (ii) the result
         obtained by subtracting from 100% all reserve (including, without
         limitation, any imposed by the Board of Governors of the Federal
         Reserve System), special deposit or similar requirements (expressed as
         a rate per annum) applicable (or scheduled at the time of determination
         to become applicable during such Interest Period) to such certificates
         of deposit, plus


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                  (b) the weighted average of annual assessment rates,
         determined by the Administrative Agent to be in effect on the first day
         of such Interest Period, used to determine the then current annual
         assessment payable by the Reference Banks to the Federal Deposit
         Insurance Corporation for such Corporation's insuring Dollar deposits
         of such Reference Banks in the United States.

                  "CD Rate Loans" shall mean those Loans which may be made under
this Agreement and which are described in Section 2.01(d)(i) on which the
Company shall pay interest at a rate based on the CD Rate.

                  A "Change of Control" shall be deemed to have occurred if (a)
the Cox Family and Cox Enterprises shall cease at any time to own directly or
indirectly at least 50.1% of the outstanding voting stock of the Company, (b)
any Person or group of Persons other than the Cox Family, Cox Enterprises and
Persons controlled by them shall have the right or ability, directly or
indirectly, to cause the election of a majority of the directors of the Company,
(c) the Cox Family shall cease at any time to own directly or indirectly at
least 50.1% of the outstanding voting stock of Cox Enterprises, or (d) any
Person or group of Persons other than the Cox Family shall have the right or
ability, directly or indirectly, to cause the election of a majority of the
directors of Cox Enterprises.

                  "Chase Texas" shall mean Chase Bank of Texas, National
Association, a national banking association having its principal offices located
at 2200 Ross Avenue, Dallas, Texas 75201.

                  "Commitment" shall mean as to any Bank the amount of such
Bank's commitment to make Loans hereunder, as set forth beside such Bank's name
on Exhibit 2.01(a) attached hereto or in any Assignment and Acceptance executed
pursuant to Section 13.07(c), as such amount (a) may be reduced from time to
time pursuant to the terms of this Agreement or pursuant to an Assignment and
Acceptance or (b) may be increased from time to time pursuant to an Assignment
and Acceptance, and "Commitments" shall mean the Commitments of all of the
Banks.

                  "Commitment Fees" shall have the meaning set forth in Section
4.01(a).

                  "Consolidated Annualized Interest Expense" shall mean four
times the sum of (i) interest expense, after giving effect to any net payments
made or received by the Company and its Restricted Subsidiaries with respect to
interest rate swaps, caps and floors or other similar agreements, and (ii)
capitalized interest expense, in each case of the Company and its Restricted
Subsidiaries for the most recently completed fiscal quarter, all on a
consolidated basis determined in accordance with GAAP.

                  "Consolidated Annualized Operating Cash Flow" shall mean the
sum of (i) four times operating income of the Company and its Restricted
Subsidiaries for the most recently completed fiscal quarter (less cash dividends
and other cash distributions to the holders of minority interests in the
Company's Restricted Subsidiaries), before giving effect to depreciation,
amortization, equity in earnings (losses) of unconsolidated investees and
nonrecurring one-time charges and (ii) cash dividends and cash distributions
paid (other than extraordinary distributions) to the Company and its Restricted
Subsidiaries during the most recently completed fiscal quarter and the three
immediately preceding fiscal quarters by unconsolidated investees of the Company
and its Restricted Subsidiaries, all on a consolidated basis determined in
accordance with GAAP.

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<PAGE>   11



                  "Consolidated Debt" shall mean, as of any date and without
duplication, all Debt of the Company and its Restricted Subsidiaries on a
consolidated basis determined in accordance with GAAP, including guaranties of
indebtedness for borrowed money or for the deferred purchase price of Property
and obligations under or with respect to standby letters of credit of the
Company and its Restricted Subsidiaries, but only to the extent that the amount
of such liabilities for guaranties or standby letters of credit in the aggregate
exceed $50,000,000; provided further that (a) for purposes of this definition,
Debt shall not include guaranties by the Company of overdrafts of any Restricted
Subsidiary which occur in the ordinary course of business and remain outstanding
for a period not to exceed seven Business Days, and (b) for purposes of
computing the Leverage Ratio at any time, the Consolidated Debt of the Company
and its Restricted Subsidiaries shall be reduced by the aggregate amount of cash
and cash equivalents of the Company and its Restricted Subsidiaries representing
the unused proceeds of debt and equity securities issued or assets sold after
the date hereof to finance acquisitions that have not yet been consummated and
to refinance Debt obligations scheduled to mature in 90 days.

                  "Conventional Borrowings" and individually, "Conventional
Borrowing", shall mean Borrowings by the Company under Section 2.01(a)
consisting of simultaneous Loans (other than Alternate Currency Loans) from the
Banks.

                  "Conventional Loans" and individually, "Conventional Loan",
shall mean CD Rate Loans, Alternate Base Rate Loans or Eurodollar Loans made in
Dollars, pursuant to Section 2.01(a).

                  "Counsel for the Administrative Agent" shall mean Cravath,
Swaine & Moore.

                  "Counsel for the Company" shall mean Dow, Lohnes & Albertson,
PLLC.

                  "Cox Enterprises" shall mean Cox Enterprises, Inc., a Delaware
corporation.

                  "Cox Family" shall include those certain trusts commonly
referred to as the Dayton-Cox Trust A, the Barbara Cox Anthony Atlanta Trust,
the Anne Cox Chambers Atlanta Trust, the Estate of James M. Cox, Jr., Barbara
Cox Anthony, Garner Anthony, Anne Cox Chambers, and the estates, executors and
administrators, and children of the above-named individuals, and any
corporation, partnership, limited liability company, trust or other entity in
which the above-named trusts or individuals in the aggregate have a beneficial
interest of greater than 50%.

                  "Debt" shall mean with respect to any Person and without
duplication (i) indebtedness for borrowed money or for the deferred purchase
price of Property in respect of which such Person is liable, contingently or
otherwise, as obligor, guarantor or otherwise, or in respect of which such
Person directly or indirectly assures a creditor against loss, and (ii) the
capitalized portions of obligations under leases which shall have been or should
have been, in accordance with GAAP, recorded as capital leases.

                  "Default Rate" shall mean a rate per annum (for the actual
number of days elapsed, based on a year of 365 or 366 days, as the case may be)
which shall be equal to the lesser of (i) in the case of a Conventional Loan,
the Alternate Base Rate plus 1%, or the Highest Lawful Rate and (ii) in the



                                       5
<PAGE>   12



case of an Alternate Currency Loan, the Eurocurrency Rate plus the applicable
Margin Percentage plus 1%, or the Highest Lawful Rate; provided that after the
end of any applicable Interest Period, if the rate provided for in clause (ii)
is not available, then the Default Rate shall be the rate provided for in clause
(i).

                  "Depositary" shall have the meaning set forth in Section
13.03.

                  "Discretionary Alternate Currency" shall mean any lawful
currency other than Dollars which is freely transferable and convertible into
Dollars.

                  "Discretionary Borrowings" and individually, "Discretionary
Borrowing", shall mean borrowings by the Company under Section 2.06 consisting
of Discretionary Loans.

                  "Discretionary Loans" and individually, "Discretionary Loan",
shall mean loans made by a Bank pursuant to Section 2.06, including, without
limitation, Discretionary Loans made in a Discretionary Alternate Currency.

                  "Dollars" and "$" shall mean lawful currency of the United
States of America.

                  "EMU" means economic and monetary union as contemplated in the
Treaty on European Union.

                  "EMU Legislation" means legislative measures of the European
Council for the introduction of, changeover to or operation of a single or
unified European currency (whether known as the Euro or otherwise), being in
part the implementation of the third stage of EMU.


                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "Euro" means the single currency of Participating Member
States of the European Union.

                  "Eurocurrency Loans" shall mean those Loans which may be made
under this Agreement and which are described in Section 2.01(d)(iv) on which the
Company shall pay interest at a rate based on the Eurocurrency Rate.

                  "Eurocurrency Rate" for any Interest Period shall mean, for
each Eurocurrency Loan comprising part of the relevant Alternate Currency
Borrowing, the rate per annum determined by the Administrative Agent at
approximately 10:00 am (Dallas, Texas time) on the Quotation Day for such
Interest Period by reference to the British Bankers' Association Interest
Settlement Rates for deposits in the currency of such Alternate Currency
Borrowing (as reflected on the applicable Telerate screen), for a period equal
to such Interest Period; provided that, to the extent that an interest rate is
not ascertainable pursuant to the foregoing provisions of this definition,
"Eurocurrency Rate" shall be the interest rate determined by the Administrative
Agent to be the arithmetical average (rounded upward to the nearest whole
multiple of 0.01%, if such average is not such a multiple) of the rate per annum
at which deposits in the relevant Alternate Currency are offered for such
Interest Period by the lending office of each Alternate Currency Reference Bank
to a prime bank in the London interbank market at 10:00 am (Dallas, Texas time)
on the date two Business Days prior to the beginning of such Interest Period and
in an amount substantially equal to the



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<PAGE>   13



amount of the relevant Eurocurrency Loan of such Alternate Currency Reference
Bank to be outstanding during such Interest Period.

                  "Eurodollar Event" or "Eurocurrency Event" shall have the
meaning set forth in Section 2.01(e)(i).

                  "Eurodollar Loans" shall mean those Loans which may be made
under this Agreement and which are described in Section 2.01(d)(iii) on which
the Company shall pay interest at a rate based on the Eurodollar Rate.

                  "Eurodollar Rate" for any Interest Period shall mean, for each
Eurodollar Loan comprising part of the relevant Conventional Borrowing, an
interest rate per annum equal to the per annum rate of interest determined by
the Administrative Agent to be the arithmetical average (rounded upward to the
nearest whole multiple of 0.01%, if such average is not such a multiple) of the
rate per annum at which deposits in Dollars are offered by the Lending Office of
each Reference Bank to a prime bank in the interbank domestic eurodollar market
at 10:00 a.m. (Dallas, Texas time) two Business Days before the first day of
such Interest Period for a period equal to such Interest Period and in an amount
substantially equal to the amount of the relevant Eurodollar Loan of such
Reference Bank during such Interest Period.

                  "Euro Unit" means the currency unit of the Euro.

                  "Event of Default" shall mean any of the events specified in
Section 10; provided that there has been satisfied any requirement in connection
with such event for the giving of notice, or the lapse of time, or the happening
of any further condition, event or act, and "Default" shall mean any of such
events, whether or not any such requirement has been satisfied.

                  "Excess Margin Stock" shall mean that portion of the Margin
Stock owned by the Company and its Restricted Subsidiaries that must be excluded
from the assets subject to the restrictions of Sections 9.01 and 9.03 in order
for the Margin Stock subject to such Sections to represent less than 25% of the
value of the assets of the Company and its Restricted Subsidiaries on a
consolidated basis that are subject to such Sections.

                  "FCC" shall mean the Federal Communications Commission or any
successor governmental agency thereto.

                  "Facility A Agreement" shall mean the Amended and Restated
364-Day Credit Agreement dated September 28, 1999, among the Company, certain
lenders thereto and Chase Texas as Administrative Agent for the lenders.

                  "Federal Funds Borrowing Rate" shall mean, for any day, a
fluctuating interest rate per annum equal to the weighted average (rounded
upwards, if necessary, to the nearest whole multiple of 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System for such day quoted by the Reference Banks to the Administrative
Agent at 12:00 noon (Dallas, Texas time) on such day.


                  "Fitch" shall mean Fitch Investors Service Inc.

                  "Floating Rate" shall mean, as of a particular date, the prime
rate most recently determined by Chase Texas. Without notice to the Company or
any other Person, the Floating Rate shall change automatically from time to time
as and in the amount by which said prime rate shall fluctuate, with



                                       7
<PAGE>   14



each such change to be effective as of the date of each change in such prime
rate. The Floating Rate is a reference rate and does not necessarily represent
the lowest or best rate actually charged to any customer. Chase Texas may make
commercial loans or other loans at rates of interest at, above or below the
Floating Rate.

                  "Franchise Agreements" shall mean all franchise agreements or
other substantially similar agreements to which the Company or any of its
Subsidiaries is a party.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board and
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant segments
of the accounting profession, which are applicable to the circumstances as of
the date of determination.

                  "Granting Bank" has the meaning specified in Section 13.07(d).

                  "Highest Lawful Rate" shall mean the maximum nonusurious
interest rate, if any, that at any applicable time may be contracted for, taken,
reserved, charged or received on any Loan or on the other amounts which may be
owing to any Bank pursuant to this Agreement under the laws applicable to such
Bank and this transaction.

                  "Homes Passed" shall mean the total of (a) the number of
single family residences capable of being serviced without further line
construction; (b) the number of units in multi-family residential buildings
capable of being serviced without further line construction; and (c) the number
of then current commercial service accounts regardless of the number of units
serviced or the equivalent billing units.

                  "Index Debt" shall mean senior, unsecured noncredit-enhanced,
long-term Debt of the Company.

                  "Initial Leverage Ratio Date" shall mean the earlier of (a)
the date on which the Borrower has completed both (i) a monetization of certain
capital stock of Sprint PCS owned by the Borrower yielding approximately
$1,500,000,000 in cash proceeds and (ii) a split-off exchange with AT&T valued
at approximately $2,800,000,000, and (b) March 31, 2000.

                  "Interest Payment Date" shall mean the last day of each
Interest Period.

                  "Interest Period" shall mean, with respect to each Loan made
hereunder, the period commencing on the Borrowing Date of such Loan and

                  (a) in the case of CD Rate Loans, ending 30, 60, 90 or 180
         days thereafter;

                  (b) in the case of Alternate Base Rate Loans, ending not less
         than one nor more than 90 days thereafter; and

                  (c) in the case of Eurodollar Loans or Eurocurrency Loans,
         ending 7 days (subject to availability from each Bank) or one, two,
         three or six months thereafter;


                                       8
<PAGE>   15



in each case as the Company may select in the Notice of Conventional Borrowing
or the Notice of Alternate Currency Borrowing; provided, however, that (i) no
Interest Period for a Conventional Loan or an Alternate Currency Loan may be
chosen that would extend beyond the Maturity Date, (ii) whenever the last day of
any Interest Period would otherwise occur on a day other than a Business Day,
the last day of such Interest Period shall be extended to occur on the next
succeeding Business Day; provided that with respect to Eurodollar Loans or
Eurocurrency Loans, any Interest Period that would otherwise end on a day that
is not a Business Day shall be extended to the next succeeding Business Day only
if such Business Day does not fall in another month, and in the event the next
succeeding Business Day falls in another month, the Interest Period for such
Eurodollar Loan or Eurocurrency Loan shall be accelerated so that such Interest
Period shall end on the next preceding Business Day and (iii) any Interest
Period that begins on a day for which there is no numerically corresponding day
in the last month of such Interest Period shall end on the last Business Day of
the last month of such Interest Period. In no event shall there be more than ten
(10) Interest Periods in effect at any one time.

                  "Lending Office" shall mean, with respect to any Bank, its
principal office in the city identified with such Bank in Exhibit 13.02 hereto,
or such other office or branch of such Bank, or Affiliate of such Bank located
in the United States (acting on behalf of such Bank as its "Lending Office"
hereunder), as it shall designate in writing from time to time to the Company,
as the case may be.

                  "Leverage Ratio" shall mean, at any time, the ratio of (a)
Consolidated Debt as of the last day of the fiscal quarter most recently ended
to (b) Pro-forma Consolidated Annualized Operating Cash Flow.

                  "Loans" and individually, "Loan", shall mean Conventional
Loans, Alternate Currency Loans and Discretionary Loans.

                  "Majority Banks" shall mean (a) except as provided in clause
(b) below, Banks having at least 66-2/3% of the aggregate Commitments, and (b)
for the period after the Maturity Date until such time as the obligations under
this Agreement are paid in full, and for purposes of making determinations under
Article X, Banks having at least 66-2/3% of the aggregate principal amount of
Loans outstanding (calculated in its Dollar equivalent).

                  "Margin Percentage" shall mean at any date that percentage (a)
to be added to the CD Rate or the Eurodollar Rate or the Eurocurrency Rate, as
appropriate, pursuant to Section 2.01(d)(i), Section 2.01(d)(iii) or Section
2.01(d)(iv), for purposes of determining the per annum rate of interest
applicable from time to time to CD Rate Loans or Eurodollar Loans or
Eurocurrency Loans and (b) to be used in computing the Commitment Fee pursuant
to Section 4.01(a), set forth under the appropriate column below opposite the
Category in which the Company's Leverage Ratio, which in each case shall be
determined as of the end of the most recent fiscal quarter ended at least 60
days (or during the first fiscal quarter of any year, at least 90 days) prior to
such date, shall fall:

<TABLE>
<CAPTION>

                                                                     Eurodollar/
                                                                     Eurocurrency
                      Leverage Ratio             Commitment Fee      Spread             CD Spread
                      --------------             --------------      ------             ---------


<S>                   <C>                        <C>                  <C>               <C>
Category 1            < 4.00 to 1.0                0.1000%              0.400%            0.525%
                      -

Category 2            > 4.00 to 1.0 and < 4.50     0.1100%              0.500%            0.625%
                      -                 -
                      to 1.0
</TABLE>





                                       9
<PAGE>   16



<TABLE>
<CAPTION>

<S>                   <C>                          <C>                  <C>               <C>
Category 3            > 4.50 to 1.0 and < 5.00     0.1250%              0.625%            0.750%
                      -                 -
                      to 1.0

Category 4            > 5.00 to 1.0 and < 5.50     0.1500%              0.750%            0.875%
                                        -
                      to 1.0

Category 5            > 5.50 to 1.0                0.2000%              0.875%            1.000%;
</TABLE>

provided that for any period during which financial statements have not been
delivered as required under Section 8.02, the Margin Percentage shall be
determined by reference to the Category which is one Category higher (based
upon the number assigned to the Categories in the table above) than the
Category in effect immediately prior to such period. The applicable Margin
Percentages determined by reference to the Company's Leverage Ratio as of any
such date of determination shall apply to each Loan requested by the Company on
and after such date of determination and shall remain the applicable Margin
Percentages until the next succeeding date of determination; provided that,
with respect to any Loans outstanding as of a date of determination, the old
applicable Margin Percentages shall continue to apply to such Loans until the
earlier of the Interest Payment Dates for such Loans or the twenty-ninth day
after such date of determination, and the new applicable Margin Percentages
that became effective as of such date of determination shall apply to such
Loans on and after the thirtieth day after such date of determination, if
applicable.

                  "Margin Stock" shall mean "margin stock" as that term is
defined in Regulation U of the Board of Governors of the Federal Reserve System.

                  "Material FCC Licenses" shall have the meaning set forth in
Section 8.04.

                  "Material Franchise Agreements" shall mean Franchise
Agreements in connection with CATV Systems constituting 80% or more at any time
of aggregate Basic Subscribers of the Company and its Subsidiaries.

                  "Materially Adverse Effect" shall mean (a) a materially
adverse effect on the business, operations, condition (financial or otherwise)
or assets of the Company and its Restricted Subsidiaries taken as a whole or (b)
material impairment of the rights or interests of the Banks in connection with
this Agreement.

                  "Maturity Date" shall mean October 9, 2002.

                  "Maximum Permissible Rate" shall have the meaning set forth in
Section 13.05.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "National Currency Unit" means the Unit of currency (other
than a Euro Unit) of a participating member state.

                  "Net Cash Proceeds" shall mean (a) with respect to a sale,
assignment, transfer or other disposition by the Company or any of its
Restricted Subsidiaries to any Person other than the Company or any of its
Restricted Subsidiaries of any capital stock or assets owned by such party, the
gross cash proceeds to such party (including cash proceeds, whenever received,
of any non-cash consideration) of such sale, assignment, transfer or other
disposition, less the sum of (i) the reasonable costs associated with such sale,
assignment, transfer or other disposition, including income




                                       10
<PAGE>   17



taxes (as estimated by the Company or any of its Restricted Subsidiaries, as the
case may be, in good faith), (ii) payments of the outstanding principal amount
of, premium or penalty, if any, and interest on any Debt required to be, and
which in fact is, prepaid under the terms thereof as a result of such
disposition and (iii) appropriate amounts as a reserve, in accordance with GAAP,
against any liabilities directly associated with the capital stock or assets
sold and which liabilities are retained by the Company or any of its
Subsidiaries after such sale, assignment, transfer or other disposition,
including, without limitation, pension and other post-employment benefit
liabilities and liabilities related to environmental matters or against any
indemnification obligations associated with such sale, assignment, transfer or
disposition and (b) with respect to any incurrence of Debt, cash proceeds net of
underwriting commissions or placement fees and expenses directly incurred in
connection therewith.

                  "Notice of Alternate Currency Borrowing" shall have the
meaning set forth in Section 2.04(b).

                  "Notice of Conventional Borrowing" shall have the meaning set
forth in Section 2.01(b).

                  "Officer's Certificate" shall mean a certificate signed in the
name of the Company by either its Chief Executive Officer, its President, its
Chief Financial Officer, one of its Vice Presidents or its Treasurer.

                  "Participating Member State" means each state so described in
any EMU legislation.


                  "Pay Units" shall mean the aggregate number of premium
services received by Basic Subscribers on a primary outlet.

                  "PBGC" shall have the meaning set forth in Section 6.12.

                  "Person" shall mean an individual, partnership, joint venture,
corporation, limited liability company, bank, trust, unincorporated organization
and/or a government or any department or agency thereof.

                  "Plan" shall mean any employee pension benefit plan within the
meaning of Article IV of ERISA which is either (i) maintained for employees of
the Company, of any Subsidiary, or of any member of a "controlled group of
corporations" or "combined group of trades or businesses under common control"
as such terms are defined, respectively, in Sections 414(b) and (c) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder, of
which the Company or any Subsidiary is a party, or (ii) maintained pursuant to a
collective bargaining agreement or any other arrangement under which more than
one employer makes contributions and to which the Company, any Subsidiary or any
member of a "controlled group of corporations" or "combined group of trades or
businesses under common control" defined as aforesaid, is at the time in
question making or accruing an obligation to make contributions or has within
the preceding five plan years made contributions.

                  "Prepayment Period" shall mean any period during which the
ratio of (x) the sum of the average daily principal amount of the Loans
outstanding under this Agreement and the Facility A Agreement and any
outstanding commercial paper in respect of which Commitments under this
Agreement or the Facility A Agreement are used to provide backup liquidity, each
during the




                                       11
<PAGE>   18



most recently ended fiscal quarter to (y) Pro-forma Consolidated Annualized
Operating Cash Flow exceeds 4.5 to 1.0

                  "Pro-forma Consolidated Annualized Operating Cash Flow" shall
mean Consolidated Annualized Operating Cash Flow, excluding therefrom all
Consolidated Annualized Operating Cash Flow attributable to any Property sold or
otherwise disposed of other than in the ordinary course of business during any
applicable fiscal quarter as if such Property were not owned at any time during
such quarter, and including therein all Consolidated Annualized Operating Cash
Flow attributable to any Property acquired other than in the ordinary course of
business during any applicable fiscal quarter as if such Property were at all
times owned during such quarter.

                  "Property" shall mean all types of real and personal property,
whether tangible, or intangible or mixed.

                  "Pro Rata Share" shall mean, with respect to any Bank, a
fraction (expressed as a percentage rounded upward to the nearest whole multiple
of 0.000000001%) (a) the numerator of which shall be a principal amount equal to
such Bank's Commitment, and (b) the denominator of which shall be the aggregate
principal amount equal to all Banks' Commitments.

                  "Quarterly Date" shall mean the last day of each March, June,
September and December, beginning with December 31, 1999, or if any such date is
not a Business Day, the next succeeding Business Day.

                  "Quotation Day" means, with respect to any Alternate Currency
Borrowing and any Interest Period, the day on which it is market practice on the
relevant interbank market for prime banks to give quotations for deposits in the
currency of such Alternate Currency Borrowing for delivery on the first day of
such Interest Period. If such quotations would normally be given by prime banks
on more than one day, the Quotation Day will be the last of such days.

                  "Reference Banks" and individually "Reference Bank", shall
mean Chase Texas, Wachovia Bank, N.A. and Morgan Guaranty Trust Company of New
York.

                  "Register" shall have the meaning set forth in Section
13.07(e) hereof.

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System.

                  "Required Prepayment Date" shall have the meaning set forth in
Section 2.01(e)(i) hereof.

                  "Restricted Payment" shall have the meaning set forth in
Section 9.04.

                  "Restricted Subsidiary" shall mean each Subsidiary other than
those Subsidiaries identified as Unrestricted Subsidiaries in Exhibit 6.01;
provided, however, that subject to Section 8.11, a Restricted Subsidiary may be
designated by the Company as an Unrestricted Subsidiary or an Unrestricted
Subsidiary may be redesignated by the Company as a Restricted Subsidiary and the
Company shall promptly notify the Administrative Agent of any such designation
or redesignation; provided further that after the initial designation of an
Unrestricted Subsidiary by the Company, only three further redesignations of
such Subsidiary shall be permitted.




                                       12
<PAGE>   19



                  "S&P" shall mean Standard and Poor's Ratings Group.

                  "SPC" has the meaning specified in Section 13.07(d).

                  "Special FCC Counsel" shall mean Dow, Lohnes & Albertson,
PLLC.

                  "Subsidiary" shall mean any Person of which 50% or more of the
outstanding shares, having voting power under ordinary circumstances to elect a
majority of the Board of Directors of such Person, shall at the time be owned,
directly or indirectly, by the Company, by any one or more Subsidiaries or by
the Company and one or more Subsidiaries.

                  "Treaty on European Union" means the Treaty of Rome of March
25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty
(which was signed at Maastricht on February 7, 1992, and came into force on
November 1, 1993), as amended from time to time.


                  "Unrestricted Subsidiary" means any Subsidiary so designated
in accordance with the terms of this Agreement.

                  "Utilization Fee" shall have the meaning set forth in Section
4.01(b).

                  "Wholly Owned", when used with respect to a Subsidiary, shall
mean the beneficial ownership by the Company of 100% of the equity securities of
such Subsidiary.

                  SECTION 1.02. Redenomination of Certain Foreign Currencies.
Each obligation of any party to this Agreement to make a payment denominated in
the National Currency Unit of any member state of the European Union that adopts
the Euro as its lawful currency after the date hereof shall be redenominated
into the Euro at the time of such adoption (in accordance with the EMU
Legislation).


                                   ARTICLE II

                                    The Loans

                  SECTION 2.01.  Revolving Credit Loans.

(a) Conventional Loan Commitment. Subject to and upon the terms and conditions
set forth in this Agreement, each Bank severally agrees to make Conventional
Loans to the Company on any one or more Business Days on or after the date
hereof and prior to the Maturity Date, up to an aggregate principal amount of
Conventional Loans not exceeding at any one time outstanding an amount equal to
such Bank's Commitment, less the principal amount outstanding at such time of
all Alternate Currency Loans (calculated in its Dollar equivalent on the
Borrowing Date of such Conventional Loan) made to the Company by such Bank, if
any; provided, however, in no event shall the aggregate outstanding principal
amount at any time of Conventional Loans, Alternate Currency Loans and
Discretionary Loans, each calculated in its Dollar equivalent, as applicable,
exceed $1,200,000,000, as such amount may be reduced pursuant to the terms of
this Agreement. Each Conventional Borrowing shall be in an aggregate amount of
not less than $3,000,000 and an integral multiple of $250,000. Subject to the
foregoing, each Conventional Borrowing shall be made simultaneously from the
Banks according to their Pro Rata Shares of the principal amount requested for
each Conventional



                                       13
<PAGE>   20



Borrowing, and shall consist of Conventional Loans of the same type (e.g.,
Alternate Base Rate Loans, CD Rate Loans or Eurodollar Loans) with the same
Interest Period from each Bank. Within such limits and during such period, the
Company may borrow, repay and reborrow under this Section 2.01(a) (including,
without limitation, reborrowings for the sole purpose of refinancing any Loan).
The Company hereby unconditionally promises to pay to the Administrative Agent
for the account of each Bank the then unpaid principal amount of each
Conventional Loan on the Interest Payment Date for such Conventional Loan.

                  (b) Conventional Borrowing Procedures; Delivery of Proceeds;
Recordation of Loans. (i) Each Conventional Borrowing under this Section 2.01
shall be made on at least, (A) in the case of a Conventional Borrowing
consisting of Alternate Base Rate Loans, prior oral or written notice from the
Company to the Administrative Agent by 9:00 a.m., Dallas, Texas time on the same
day as the requested borrowing (and the Administrative Agent shall prior to
12:00 noon (Dallas, Texas time) on the date such notice is received by the
Administrative Agent) provide oral or written notice of the requested borrowing
to the Banks, and each Reference Bank shall then provide to the Administrative
Agent not later than 12:15 p.m. (Dallas, Texas time) oral or written notice of
the rate on overnight Federal funds for such day offered at 12:00 noon (Dallas,
Texas time) by such Reference Bank to the Company, and the Alternate Base Rate
determined by the Administrative Agent shall be conveyed by the Administrative
Agent by oral or written communication to all of the Banks by 1:00 p.m. (Dallas,
Texas time) on the Borrowing Date, (B) in the case of a Conventional Borrowing
consisting of CD Rate Loans, one Business Day's prior written or oral notice
from the Company to the Administrative Agent by 9:00 a.m., Dallas, Texas time
and (C) in the case of a Conventional Borrowing consisting of Eurodollar Loans,
three Business Days' prior written or oral notice from the Company to the
Administrative Agent by 9:00 a.m., Dallas, Texas time (and the Administrative
Agent shall, in the case of (B) and (C) above, provide to each Bank prior oral
or written notice of the requested borrowing by 11:30 a.m. (Dallas, Texas time)
on the date such notice is received by the Administrative Agent) ("Notice of
Conventional Borrowing"); provided, however, with respect to each oral Notice of
Conventional Borrowing, the Company shall deliver promptly (and in any event, no
later than two Business Days after the giving of such oral notice) to the
Administrative Agent a confirmatory written Notice of Conventional Borrowing.
Each Notice of Conventional Borrowing shall be irrevocable and shall specify:
(w) the total principal amount of the proposed Conventional Borrowing, (x)
whether the Conventional Borrowing will be comprised of CD Rate Loans, Alternate
Base Rate Loans or Eurodollar Loans, (y) the applicable Interest Period for such
Loans (which may not extend beyond the Maturity Date), and (z) the Borrowing
Date. The Administrative Agent shall promptly give like notice to the other
Banks, and on the Borrowing Date each Bank shall make its Pro Rata Share of the
Conventional Borrowing available at the principal banking office of the
Administrative Agent, 2200 Ross Avenue, Dallas, Texas 75201, no later than 3:30
p.m. (Dallas, Texas time) in the case of a Conventional Borrowing consisting of
Alternate Base Rate Loans, and no later than 2:00 p.m. (Dallas, Texas time) in
the case of all other Conventional Borrowings, in each case, in immediately
available funds.

                  (ii) The Administrative Agent shall pay or deliver the
proceeds of each Borrowing to or upon the order of the Company. Each Bank shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness to such Bank resulting from each Loan, from time to time,
including the amounts of principal and interest payable and paid such Bank from
time to time under this Agreement. The Administrative Agent



                                       14
<PAGE>   21



shall maintain accounts in which it will record (A) the principal amount of each
Loan made hereunder, the type of each Loan and the Interest Period applicable
thereto, (B) the amount of any principal or interest due and payable or to
become due and payable from the Company to each Bank hereunder and (C) the
amount of any sum received by the Administrative Agent hereunder from the
Company and each Bank's Pro Rata Share thereof. The entries made in the accounts
maintained pursuant to this paragraph shall be prima facie evidence of the
existence and amounts of the obligations therein recorded; provided, however,
that the failure of any Bank or the Administrative Agent to maintain such
accounts or any error therein shall not in any manner affect the obligation of
the Company to repay the Loans in accordance with their terms.

                  (c) Substitute Rate. Anything in this Agreement to the
contrary notwithstanding, if at any time prior to the determination of the rate
with respect to any proposed Loan (i) the Majority Banks in their discretion
shall determine (A) with respect to Eurodollar Loans to be made by them on the
applicable Borrowing Date of such Loan that there is a reasonable probability
that Dollar deposits will not be offered to such Banks in the interbank
eurodollar market for a period of time equal to the applicable Interest Period
in amounts equal to the amount of each such Bank's Eurodollar Loan in Dollars,
or (B) with respect to Eurocurrency Loans to be made by them on the applicable
Borrowing Date of such Eurocurrency Loan that there is a reasonable probability
that deposits in such Alternate Currency will not be offered to such Banks in
the interbank domestic eurocurrency market for a period of time equal to the
applicable Interest Period in amounts equal to each such Bank's Eurocurrency
Loan in such Alternate Currency, or (ii) the Administrative Agent in its
discretion shall determine with respect to CD Rate Loans to be made by the Banks
on the applicable Borrowing Date of such proposed Loan that bid rates will not
be provided by certificate of deposit dealers of recognized standing for the
purchase at face value of certificates of deposit of the Reference Banks for a
period of time equal to the applicable Interest Period in amounts approximately
equal or comparable to the aggregate principal amount of such Loans with a
maturity equal to the applicable Interest Period, then:

                  (A) the Majority Banks (acting through the Administrative
         Agent) or the Administrative Agent, as the case may be, shall give the
         Company notice thereof and in the case of subsection (ii) above, the
         Administrative Agent shall also give the Banks notice thereof, and

                  (B) Alternate Base Rate Loans shall be made having an Interest
         Period of 10 days in lieu of any Eurodollar Loans, Eurocurrency Loans
         or CD Rate Loans, as the case may be, that were to have been made at
         such time.

                  (d) Interest. The Loans shall bear interest as follows:

                  (i) Each CD Rate Loan shall be made in Dollars and shall bear
         interest on the unpaid principal amount thereof from time to time
         outstanding at a rate per annum (for the actual number of days elapsed,
         based on a year of 360 days) which shall be equal to the lesser of (A)
         the CD Rate plus the applicable Margin Percentage, or (B) the Highest
         Lawful Rate.

                  (ii) Each Alternate Base Rate Loan shall be made in Dollars
         and shall bear interest on the unpaid principal amount thereof from
         time to time outstanding at a rate per annum (for the actual number of
         days elapsed, based on a year of 365 or 366 days, as the case may be)
         which



                                       15
<PAGE>   22



         shall be equal to the lesser of (A) the Alternate Base Rate, or (B)
         the Highest Lawful Rate.

                  (iii) Each Eurodollar Loan shall be made in Dollars and shall
         bear interest on the unpaid principal amount thereof from time to time
         outstanding at a rate per annum (for the actual number of days elapsed,
         based on a year of 360 days) which shall be equal to the lesser of (A)
         the Eurodollar Rate plus the applicable Margin Percentage, or (B) the
         Highest Lawful Rate.

                  (iv)  Each Eurocurrency Loan shall be made in the Alternate
         Currency specified in the applicable Notice of Alternate Currency
         Borrowing and shall bear interest on the unpaid principal amount
         thereof from time to time outstanding, payable in such Alternate
         Currency, at a rate per annum (for the actual number of days elapsed,
         based on a year of 360 days; provided that, for British pounds
         sterling, and for any other Alternate Currency as to which the
         Administrative Agent has delivered to the Company and to each Bank
         certification in writing that as to such other Alternate Currency a 365
         or 366 day year, as the case may be, is customarily used as a basis for
         such calculation, on a year of 365 or 366 days, as the case may be),
         which shall be equal to the lesser of (A) the Eurocurrency Rate plus
         the applicable Margin Percentage, or (B) the Highest Lawful Rate;
         provided, however, that the failure of the Administrative Agent to
         deliver such certification to the Company and each Bank shall not
         affect the basis for such calculation used by the Administrative Agent.

                  (v)   Interest on the outstanding principal of each Loan shall
         accrue from and including the Borrowing Date for such Loan to but
         excluding the date such Loan is paid in full and shall be due and
         payable (A) on the Interest Payment Date for each such Loan, (B) as to
         any Eurodollar Loan or Eurocurrency Loan having an Interest Period
         greater than three months, at the end of the third month of the
         Interest Period for such Loan, (C) as to any CD Rate Loan having an
         Interest Period greater than 90 days, on the 90th day of the Interest
         Period for such Loan, and (D) as to all Loans, at maturity, whether by
         acceleration or otherwise, or after notice of prepayment in accordance
         with Section 2.01(e)(i) or Section 3.01(c) hereof, on and after the
         Required Prepayment Date or the applicable prepayment date, as the case
         may be, as specified in such notice.

                  (vi)  Past due principal, whether pursuant to acceleration or
         the Company's failure to make a prepayment on the date specified in the
         applicable prepayment notice or otherwise, and, to the extent permitted
         by applicable law, past due interest and (after the occurrence of an
         Event of Default) past due fees, pursuant to acceleration or otherwise,
         shall bear interest from their respective due dates, until paid, at the
         Default Rate and shall be due and payable upon demand.

                  (e) Change of Law. (i) Anything in this Agreement to the
contrary notwithstanding, if at any time any Bank in good faith determines
(which determination shall be conclusive) that any change after the date hereof
in any applicable law, rule or regulation or in the interpretation or
administration thereof makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful (any of the above being
described as a "Eurodollar Event" or "Eurocurrency Event"), for such Bank or its
foreign branch or branches to maintain or fund any Loan in Dollars or in any
Alternate Currency by means of Dollar or Alternate Currency deposits, as the
case may be, obtained in the interbank eurodollar market, or interbank



                                       16
<PAGE>   23




domestic eurocurrency market, in the case of Eurocurrency Loans, then, at the
option of such Bank, the aggregate principal amount of each of such Bank's
Eurodollar Loans or Eurocurrency Loans, as the case may be, then outstanding,
which Loans are directly affected by such Eurodollar Events or Eurocurrency
Events, shall be prepaid in Dollars or in such Alternate Currency, as the case
may be, and any remaining obligation of such Bank hereunder to make Eurodollar
Loans (but not CD Rate Loans, Alternate Base Rate Loans or Eurocurrency Loans)
or Eurocurrency Loans in such Alternate Currency (but not Eurodollar Loans, CD
Rate Loans, Alternate Base Rate Loans or Eurocurrency Loans in another Alternate
Currency), as the case may be, shall be suspended for so long as such Eurodollar
Events or Eurocurrency Events shall continue. Upon the occurrence of any
Eurodollar Event or Eurocurrency Event, and at any time thereafter so long as
such Eurodollar Event or Eurocurrency Event shall continue, such Bank may
exercise its aforesaid option by giving written notice thereof to the
Administrative Agent and the Company. Any prepayment of any Eurodollar Loan or
Eurocurrency Loan, as the case may be, which is required under this Section
2.01(e) shall be made, together with accrued and unpaid interest and all other
amounts payable to such Bank under this Agreement with respect to such prepaid
Loan (including, without limitation, amounts payable pursuant to Section
2.01(f)), on the date stated in the notice to the Company referred to above,
which date ("Required Prepayment Date") shall be not less than 15 days (or such
earlier date as shall be necessary to comply with the relevant law, rule or
regulation) from the date of such notice. If any Eurodollar Loan or Eurocurrency
Loan, as the case may be, is required to be prepaid under this Section 2.01(e),
the Banks agree that at the written request of the Company, the Bank that has
made such Eurodollar Loan or Eurocurrency Loan, as the case may be, shall make
an Alternate Base Rate Loan or a CD Rate Loan on the Required Prepayment Date to
the Company in the same principal amount, in Dollars, or its Dollar equivalent
in Alternate Currency, as the case may be, as the Eurodollar Loan or
Eurocurrency Loan of such Bank being so prepaid. Any such written request by the
Company for Alternate Base Rate Loans or CD Rate Loans under this Section
2.01(e) shall be irrevocable and, in order to be effective, must be delivered to
the Administrative Agent not less than one Business Day prior to the Required
Prepayment Date.

                  (ii) Notwithstanding the foregoing, in the event the Company
is required to pay to any Bank amounts with respect to any Borrowing pursuant to
Section 2.01(e)(i), the Company may give notice to such Bank (with copies to the
Administrative Agent) that it wishes to seek one or more assignees (which may be
one or more of the Banks) to assume the Commitment of such Bank and to purchase
its outstanding Loans and the Administrative Agent will use its best efforts to
assist the Company in obtaining an assignee; provided that if more than one Bank
requests that the Company pay substantially and proportionately equal additional
amounts under Section 2.01(e)(i) and the Company elects to seek an assignee to
assume the Commitments of any of such affected Banks, the Company must seek an
assignee or assignees to assume the Commitments of all of such affected Banks.
Each Bank requesting compensation pursuant to Section 2.01(e)(i) agrees to sell
its Commitment, Loans and interest in this Agreement in accordance with Section
13.07 to any such assignee for an amount equal to the sum of the outstanding
unpaid principal of and accrued interest on such Loans in Dollars, or its Dollar
equivalent in Alternate Currency, if such Loan is an Alternate Currency Loan,
plus all other fees and amounts (including, without limitation, any compensation
claimed by such Bank under Section 2.01(e)(i) and Section 2.01(f)) due such Bank
hereunder calculated, in each case, to the date such Commitment, Loans and
interest are purchased. Upon such sale or prepayment, each such Bank shall have
no further Commitment or other obligation to the Company hereunder.



                                       17
<PAGE>   24



                  (f) Funding and Exchange Losses. In the event of (i) any
payment or prepayment (whether authorized or required hereunder pursuant to
acceleration or otherwise) of all or a portion of any CD Rate Loan, Eurodollar
Loan or Eurocurrency Loan on a day other than an Interest Payment Date, (ii) any
payment or prepayment (whether authorized or required hereunder pursuant to
acceleration or otherwise), of any CD Rate Loan, Eurodollar Loan or Eurocurrency
Loan made after the delivery of the Notice of Conventional Borrowing or Notice
of Alternate Currency Borrowing, as the case may be, for such CD Rate Loan,
Eurodollar Loan or Eurocurrency Loan, but before the Borrowing Date therefor, if
such payment or prepayment prevents such CD Rate Loan, Eurodollar Loan or
Eurocurrency Loan from being made in full, (iii) the failure of any Loan to be
made by any Bank due to any condition precedent to a Loan not being satisfied or
as a result of this Section 2.01 or Section 2.05(b) or due to any other action
or inaction of the Company, or (iv) the failure to pay any Alternate Currency
Loan or interest thereon in the Alternate Currency in which it was made, the
Company shall pay, in Dollars, or its Dollar equivalent in Alternate Currency,
as the case may be, if such Loan is an Alternate Currency Loan, to each affected
Bank upon its request made on or before 45 days after the occurrence of any such
event, acting through the Administrative Agent, such amount or amounts (to the
extent such amount or amounts would not be usurious under applicable law) as may
be necessary to compensate such Bank for any direct or indirect costs and losses
(including, without limitation, direct losses due to currency exchange rates and
exchange controls) incurred by such Bank (including, without limitation, such
amount or amounts as will compensate it for (A) the amount by which the rate of
interest on such Loan immediately prior to such repayment exceeds the Eurodollar
Rate, Eurocurrency Rate or the CD Rate, as the case may be, for the period from
the date of such prepayment to the Interest Payment Date with respect to such
prepaid Loan, (B) any loss incurred in liquidating or closing out any foreign
currency contract undertaken by such Bank in funding or maintaining such
Alternate Currency Loan, and (C) any loss arising from any change in the value
of Dollars in relation to any such Alternate Currency Loan which was not paid on
the date due between the date such payment was due and the date of payment, or
which was not paid in the Alternate Currency in which it was made, all as
determined by such Bank in its good faith discretion), but otherwise without
penalty. Any such claim by a Bank for compensation shall be made through the
Administrative Agent and shall be accompanied by a certificate signed by an
officer of such Bank authorized to so act on behalf of such Bank, setting forth
the computation upon which such claim is based. The obligations of the Company
under this Section 2.01(f) shall survive the termination of this Agreement
and/or the payment of the obligations hereunder.

                  (g) Increased Costs--Taxes, Reserve Requirements, etc. (i) The
Company for and on behalf of each Bank shall pay or cause to be paid directly to
the appropriate governmental authority or shall reimburse or compensate each
Bank upon demand by such Bank, acting through the Administrative Agent, for all
costs incurred, losses suffered or payments made, as determined by such Bank, by
reason of any and all present or future taxes (including, without limitation,
any interest equalization tax or any similar tax on the acquisition of debt
obligations), levies, imposts or any other charge of any nature whatsoever
imposed by any taxing authority, whether or not such taxes were correctly or
legally asserted, on or with regard to any aspect of the transactions with
respect to this Agreement and the Loans, except such taxes as may be measured by
the overall net income of a Bank or its Lending Office and any increase in
franchise taxes imposed by the jurisdiction, or any political subdivision or
taxing authority thereof, in which such Bank's principal executive office or its
Lending Office is located.



                                       18
<PAGE>   25



                  (ii)  The Company shall pay immediately upon demand by any
Bank, acting through the Administrative Agent, any applicable stamp and
registration taxes, duties, official and sealed paper taxes, or similar charges
due, or which under currently applicable law could in the future become due, or
which may in the future become due as a result of any change in applicable law,
the interpretation thereof, or otherwise, in connection with any Loans or this
Agreement or in connection with the enforcement hereof.

                  (iii) If any Bank or the Administrative Agent receives a
refund in respect of taxes for which such Bank or the Administrative Agent has
received payment from the Company hereunder, it shall promptly notify the
Company of such refund and shall, within 30 days after receipt of such refund,
repay such refund to the Company with interest if any interest is received
thereon by such Bank or the Administrative Agent; provided that the Company,
upon the request of such Bank or the Administrative Agent, agrees to return such
refund (plus penalties, interest or other charges) to such Bank or the
Administrative Agent in the event such Bank or the Administrative Agent is
required to repay such refund.

                  (iv)  (A) The Company shall reimburse or compensate each Bank
upon demand by such Bank, acting through the Administrative Agent, for all costs
incurred, losses suffered or payments made in connection with any CD Rate Loans,
Eurodollar Loans, Eurocurrency Loans or any part thereof which costs, losses or
payments are a result of any present or future reserve, special deposit or
similar requirement against assets of, liabilities of, deposits with or for the
account of, or Loans by such Bank imposed on such Bank, its foreign lending
branch, the interbank eurodollar market or the interbank eurocurrency market by
any regulatory authority, central bank or other governmental authority, whether
or not having the force of law, including, without limitation, Regulation D.

                  (B)    If as a result of (y) the introduction of or any change
in or in the interpretation or administration of any law or regulation or (z)
the compliance with any request from any central bank or other governmental
authority (whether or not having the force of law), there shall be any increase
in the cost to any Bank of agreeing to make or making, funding or maintaining
Loans for which such Bank shall not have been reimbursed pursuant to the
provisions of clause (A) above, then the Company shall from time to time, upon
demand by such Bank, acting through the Administrative Agent, pay to such Bank
additional amounts sufficient to indemnify such Bank against the full amount of
such increased cost.

                  (C)     Any Bank claiming reimbursement or compensation under
this Section 2.01(g)(iv) shall make its demand on or before 45 days after the
end of each Interest Period during which any such cost is incurred, loss is
suffered or payment is made and shall provide the Administrative Agent, who in
turn shall provide the Company, with a written statement of the amount and basis
of its request, which statement, subject to Section 2.01(h), shall be conclusive
absent manifest error; provided that in the event any reimbursement or
compensation demanded by a Bank under this Section 2.01(g) is a result of
reserves actually maintained pursuant to the requirements imposed by Regulation
D with respect to "Eurocurrency liabilities" (as defined or within the meaning
of such Regulation), such demand shall be accompanied by a statement of such
Bank in the form of Exhibit 2.01(g)(iv) attached hereto. No Bank may request
reimbursement or compensation under this Section 2.01(g)(iv) for any period
prior to the period for which demand has been made in accordance with the
foregoing sentence. Such statement shall be conclusive and binding on the
Company, subject to Section 2.01(h),



                                       19
<PAGE>   26



except in the case of manifest error. In preparing any statement delivered under
this Section 2.01(g)(iv), such Bank may employ such assumptions and allocations
of costs and expenses as it shall in good faith deem reasonable and may be
determined by any reasonable averaging and attribution method. So long as any
notice requirement provided for herein has been satisfied, any decision by the
Administrative Agent or any Bank not to require payment of any interest, cost or
other amount payable under this Section 2.01(g)(iv), or to calculate any amount
payable by a particular method, on any occasion, shall in no way limit or be
deemed a waiver of the Administrative Agent's or such Bank's right to require
full payment of any interest, cost or other amount payable hereunder, or to
calculate any amount payable by another method, on any other or subsequent
occasion for a subsequent Interest Period.

                  (v)  If any Bank shall have determined in good faith that any
applicable law, rule, regulation or guideline regarding capital adequacy now or
hereafter in effect, or any change therein, or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Bank (or any Lending Office of such Bank) with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency has the
effect of reducing the rate of return on such Bank's capital or the capital of
any corporation controlling such Bank as a consequence of its obligations
hereunder to a level below that which such Bank would have achieved as a
consequence of its obligations hereunder but for such adoption, change or
compliance (taking into consideration such Bank's policies with respect to
capital adequacy) by an amount deemed in good faith by such Bank to be material,
then from time to time, upon notice by the Bank requesting (through the
Administrative Agent) compensation, under this Section 2.01(g)(v) within a
reasonable period of time after such Bank has obtained knowledge of such event,
the Company shall pay to the Administrative Agent for the account of such Bank
such additional amount or amounts as will compensate such Bank for such
reduction. Any such claim by a Bank for compensation shall be made through the
Administrative Agent and shall be accompanied by a certificate signed by an
officer of such Bank authorized to so act on behalf of such Bank setting forth
the calculation upon which such claim is based.

                  (vi) Notwithstanding the foregoing, in the event the Company
is required to pay to any Bank amounts pursuant to Section 2.01(g)(iv)(A),
Section 2.01(g)(iv)(B) or Section 2.01(g)(v), the Company may give notice to
such Bank (with copies to the Administrative Agent) (A) that it wishes to seek
one or more assignees (which may be one or more of the Banks) to assume the
Commitment of such Bank and to purchase its outstanding Loans, in which case the
Administrative Agent will use its best efforts to assist the Company in
obtaining an assignee, or (B) in the case of any Bank that became a Bank
pursuant to an assignment under Section 13.07, that it wishes to terminate the
Commitment of such Bank; provided that if more than one Bank requests that the
Company pay substantially and proportionately equal additional amounts under
Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B) or Section 2.01(g)(v) and the
Company elects to seek an assignee to assume, or to terminate, the Commitments
of any of such affected Banks, the Company must seek an assignee or assignees to
assume, or must terminate, as the case may be, the Commitments of all of such
affected Banks. Each Bank requesting compensation pursuant to Section
2.01(g)(iv)(A), Section 2.01(g)(iv)(B) or Section 2.01(g)(v) agrees to sell its
Commitment, its outstanding Loans and interest in this Agreement in accordance
with Section 13.07 to any such assignee for an amount equal to the sum of, and
agrees that its Commitment shall be terminated as provided above upon payment to
it by the Company of,



                                       20
<PAGE>   27



the outstanding unpaid principal of and accrued interest on its outstanding
Loans in Dollars or the Dollar equivalent in Alternate Currency, if any such
Loan is an Alternate Currency Loan, plus all other fees and amounts (including,
without limitation, any compensation claimed by such Bank under Section 2.01(f),
Section 2.01(g)(iv)(A), Section 2.01(g)(iv)(B) or Section 2.01(g)(v)) due such
Bank hereunder calculated, in each case, to the date such Commitment, Loans and
interest are purchased or such amounts are paid, as the case may be. Upon such
sale or prepayment, each such Bank shall have no further Commitment or other
obligation to the Company hereunder.

                  (vii)  Any Bank claiming any amounts pursuant to this Section
2.01(g) shall use its reasonable good faith efforts (consistent with its
internal policies and legal and regulatory restrictions) to avoid or minimize
the payment by the Company of any amounts under this Section 2.01(g), including
changing the jurisdiction of its Lending Office; provided that no such change or
action shall be required to be made or taken if, in the reasonable judgment of
such Bank, such change would be materially disadvantageous to such Bank.

                  (viii) The aggregate amount payable, reimbursable or
compensable by the Company to or for the account of a Bank under this Section
2.01(g) shall not include any cost covered by the amount received by such Bank
from the Company through the Administrative Agent in connection with the
calculation of the CD Rate. The Company agrees to indemnify and hold the
Administrative Agent and each Bank harmless from and against any and all
liabilities with respect to or resulting from any delay in the payment or
omission to pay such amounts. The obligations of the Company under this Section
2.01(g) created in accordance with this Section 2.01(g) shall survive the
termination of the Commitments and/or this Agreement and/or the payment of the
obligations hereunder.

                  (h) Calculation Errors. Each calculation by the Administrative
Agent or any Bank with respect to amounts owing or to be owing by the Company
pursuant to this Agreement or any Loan shall be conclusive except in the case of
error. In the event the Administrative Agent determines within a reasonable time
that any such error shall have occurred in connection with the determination of
the applicable interest rate for any Loan which results in the Company paying
either more or less than the amount which would have been due and payable but
for such error, then (i) any Bank that received an overpayment or underpayment
or (ii) the Company, as the case may be, shall promptly refund or pay, as the
case may be, to the other any such overpayment or underpayment. In the event it
is determined within a reasonable time that any Bank, acting through the
Administrative Agent, has miscalculated any amount for which it has demanded
reimbursement or compensation from the Company in respect of amounts owing by
the Company other than interest which results in the Company paying more or less
than the amount which would have been due and payable but for such error, such
Bank or the Company, as the case may be, shall promptly refund or pay, as the
case may be, to the other the full amount of such overpayment or underpayment.
In the event it is determined within a reasonable time that the Company has
miscalculated the Commitment Fees or the Utilization Fee due under Section 4.01
which results in the Company paying more or less than the amount which would
have been due and payable but for such error, (y) any Bank that received an
overpayment or underpayment or (z) the Company, as the case may be, shall
promptly refund or pay, as the case may be, the full amount of the overpayment
or underpayment.

                  SECTION 2.02. Setoff, Counterclaims and Taxes. All payments
(whether of principal, interest, fees, reimbursements or otherwise) under this
Agreement shall be made by the Company without setoff or counterclaim



                                       21
<PAGE>   28



and shall be made free and clear of and without deduction (except as
specifically contemplated in Section 2.03 below) for any present or future tax,
levy, impost, or any other charge, if any, of any nature whatsoever now or
hereafter imposed by any governmental authority (including, without limitation,
withholdings of United States taxes, except as otherwise provided in Section
2.03). Except as specifically provided in Section 2.03 below, if the making of
such payments is prohibited by law unless such tax, levy, impost, or other
charge is deducted or withheld therefrom, the Company shall pay to the
Administrative Agent for the account of each Bank, on the date of each such
payment, such additional amounts as may be necessary in order that the net
amounts received by such Bank after such deduction or withholding shall equal
the amounts in Dollars, or its Dollar equivalent in Alternate Currency, as the
case may be, which would have been received if such deduction or withholding
were not required. The Company shall confirm that all applicable taxes, if any,
imposed on this Agreement or transactions hereunder shall have been properly and
legally paid by it to the appropriate taxing authorities by sending official tax
receipts or notarized copies of such receipts to the Administrative Agent within
30 calendar days after payment of any applicable tax. Upon request of any Bank,
the Administrative Agent shall forward to such Bank a copy of such official
receipt or a copy of such notarized copy of such receipt.

                  SECTION 2.03. Withholding Tax Exemption. To the extent not
previously delivered, at least five Business Days prior to the first date on
which interest or fees are payable hereunder to the Banks, if any Bank is not
incorporated or organized under the laws of the United States of America, or a
state thereof, such Bank agrees that it will deliver to the Company (with a copy
to the Administrative Agent) a duly completed copy of United States Internal
Revenue Service Form 1001 or 4224, certifying in either case that such Bank is
entitled to receive payments under this Agreement without deduction or
withholding of any United States Federal income taxes. If such Bank delivers a
Form 1001 or 4224, such Bank further undertakes to deliver to the Company (with
a copy to the Administrative Agent) an additional copy of such form (or a
successor form) on or before the date that such form expires (currently, three
successive calendar years for Form 1001 and one calendar year for Form 4224) or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent forms so delivered by it, and such amendments thereto or extensions
or renewals thereof as may be reasonably requested by the Company, in each case
certifying that such Bank is entitled to receive payments under this Agreement
without deduction or withholding of any United States Federal income taxes,
unless an event (including, without limitation, any change in treaty, law or
regulation) has occurred prior to the date on which any such delivery would
otherwise be required which renders all such forms inapplicable or which would
prevent such Bank from duly completing and delivering any such form with respect
to it and such Bank advises the Company (and the Administrative Agent) that it
is not capable of receiving payments without any deduction or withholding of
United States Federal income tax. In no event will any withholding by the
Company of interest payable by any Bank as contemplated by this Section 2.03
give rise to a Default under Section 10.01 with respect to payments of interest.

                  SECTION 2.04. Alternate Currency Loans. (a) Alternate Currency
Commitment. Subject to and upon the terms and conditions set forth in this
Agreement, each Bank severally agrees to make Alternate Currency Loans to the
Company on any one or more Business Days on or after the date hereof and prior
to the Maturity Date, up to an aggregate principal amount of Alternate Currency
Loans (calculated in its Dollar equivalent) not exceeding at any one time
outstanding an amount equal to such Bank's Alternate Currency Commitment;
provided, however, in no event shall the aggregate outstanding



                                       22
<PAGE>   29



principal amount of Conventional Loans, Discretionary Loans and Alternate
Currency Loans (each calculated in its Dollar equivalent) made by any Bank
exceed such Bank's Commitment; provided, further, that in no event shall the
aggregate outstanding principal amount of all Alternate Currency Loans and
Discretionary Loans made in a Discretionary Alternate Currency (each calculated
in its Dollar equivalent) made by all Banks exceed $500,000,000. Each Alternate
Currency Borrowing shall be in an aggregate amount of not less than $3,000,000
(or the equivalent thereof in any Alternate Currency), and an integral multiple
of $250,000 (or the equivalent thereof in any Alternate Currency). Each
Alternate Currency Borrowing shall be made simultaneously from the Banks ratably
according to their Pro Rata Shares of their respective Alternate Currency
Commitments and shall consist of Eurocurrency Loans with the same Interest
Period made in the same currency from each Bank. Within such limits and during
such period, the Company may borrow, repay and reborrow under this Section
2.04(a) (including, without limitation, reborrowings for the sole purpose of
refinancing any Loan). The Company hereby unconditionally promises to pay to the
Administrative Agent for the account of each Bank the then unpaid principal
amount of each Alternate Currency Loan on the Interest Payment Date for such
Alternate Currency Loan. For purposes of this Section 2.04(a) and all other
provisions of this Article II, the equivalent in Dollars of any Alternate
Currency or the equivalent in any Alternate Currency of Dollars shall be
determined in accordance with Section 2.05(a). Each Alternate Currency Loan
shall be a Loan evidenced in accordance with Section 2.01(b)(ii), shall
constitute a Eurocurrency Loan which bears interest pursuant to Section
2.01(d)(iv) hereof and shall be repaid in the same currency in which it was
made.

                  (b) Alternate Currency Borrowing Procedure. Each Alternate
Currency Loan under this Section 2.04 shall be made on at least three Business
Days' prior written or oral notice from the Company to the Administrative Agent
by 10:00 a.m. Dallas, Texas time (and the Administrative Agent shall, upon
receipt of such notice provide to each Bank prior oral or written notice by 3:00
p.m. (Dallas, Texas time) on the date such notice is received by the
Administrative Agent) ("Notice of Alternate Currency Borrowing"); provided,
however, with respect to each oral Notice of Alternate Currency Borrowing, the
Company shall deliver promptly to the Administrative Agent a confirmatory
written Notice of Alternate Currency Borrowing, and upon receipt of such notice
the Administrative Agent shall promptly notify each Bank of such notice. Each
Notice of Alternate Currency Borrowing shall be irrevocable and shall specify:
(i) the total principal amount of the proposed Alternate Currency Loan, (ii) the
applicable Interest Period for such Alternate Currency Loan (which may not
extend beyond the Maturity Date), (iii) the Borrowing Date, (iv) the currency of
such Borrowing and (v) the demand deposit account of the Company into which the
funds with respect to such Alternate Currency Borrowing shall be deposited.

                  (c) Each Bank shall, before 11:00 a.m., Dallas, Texas time, on
the date of each such Alternate Currency Borrowing, make available to the
Administrative Agent in the case of a Borrowing in an Alternate Currency, at the
office of Chase Texas, its Affiliates or its correspondent banks, for such
Alternate Currency (as such office shall have been notified by the
Administrative Agent to the Banks reasonably prior thereto) in same day funds,
such Bank's Pro Rata Share of such Alternate Currency Borrowing in such
Alternate Currency. After the Administrative Agent's receipt of such funds and
upon fulfillment of the applicable conditions set forth in Article VII, the
Administrative Agent will make such funds available to the Company at the demand
deposit account of the Company designated by the Company in its Notice of
Alternate Currency Borrowing.




                                       23

<PAGE>   30



                  SECTION 2.05. Currency Equivalents. (a) For purposes of the
provisions of this Agreement, (i) the equivalent in Dollars of any Alternate
Currency and (ii) the equivalent in any Alternate Currency of Dollars shall be
determined by using the quoted spot rate at which Chase Texas or any Affiliate
of Chase Texas offers to exchange Dollars for such Alternate Currency in New
York City, at 10:00 a.m. (Dallas, Texas time) two Business Days prior to the
date on which such equivalent is to be determined pursuant to the provisions of
this Agreement (subject to Section 4.01(c) with respect to calculation of the
Commitment Fees and the Utilization Fee) and the Administrative Agent shall
notify each affected Bank of such determination on such date. The equivalent in
Dollars of each Loan made in an Alternate Currency shall be recalculated
hereunder on each date that it shall be necessary to determine the unused
portion of each Bank's Commitment or Alternate Currency Commitment, or the
amount of any or all Loans outstanding on such date.

                  (b) In the event that there shall occur on or prior to the
date of an Alternate Currency Borrowing any material adverse change in national
or international financial, political or economic conditions or currency
exchange rates or exchange controls which would in the opinion of the Majority
Banks make it impracticable for the Eurocurrency Loans comprising such Alternate
Currency Borrowing to be denominated in the Alternate Currency specified by the
Company, then the Administrative Agent shall forthwith give notice thereof to
the Company and the Banks, and such Loans shall not be denominated in such
Alternate Currency but shall be made on the date of such Borrowing in Dollars as
Alternate Base Rate Loans, unless the Company shall have notified the
Administrative Agent at least two Business Days before such date that it elects
not to borrow on such date.

                  SECTION 2.06. Discretionary Loans. (a) Each Bank may, in its
sole discretion and on terms and conditions in writing satisfactory to it and
the Company that are not inconsistent with the provisions of this Agreement,
make additional Loans to the Company under its Commitment in Dollars, or in a
Discretionary Alternate Currency, as the case may be, on any one or more
Business Days on or after the date hereof and prior to the Maturity Date, which
Discretionary Loans will be payable to the appropriate Bank upon such terms and
conditions; provided, however, that the Company will not permit to remain
outstanding any Discretionary Loans from any Bank, and no Bank will make any
Discretionary Loans to the Company, if the aggregate principal amount of the
Discretionary Loans and the Alternate Currency Loans (each calculated in its
Dollar equivalent, as applicable) and the Conventional Loans payable to such
Bank exceeds such Bank's Commitment. Should any Discretionary Loan be
outstanding from any Bank on a date on which a Conventional Borrowing or an
Alternate Currency Borrowing is to be made, such Conventional Borrowing or
Alternate Currency Borrowing shall be made available only if the Company has
paid or shall simultaneously with the making of such Conventional Borrowing or
Alternate Currency Borrowing, pay such portions of Discretionary Loans
(including, without limitation, the payment of the amount of any losses payable
pursuant to Section 2.01(f) actually incurred by such Bank as a result of such
prepayment) as shall be necessary to make available a portion of each Bank's
Commitment at least equal to such Bank's Pro Rata Share of such Conventional
Borrowing or Alternate Currency Borrowing. No Discretionary Loan shall have a
maturity date or interest period that extends beyond the Maturity Date. Each
Bank shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness to such Bank resulting from each Discretionary Loan
made by such Bank. The entries made in the accounts maintained pursuant to this
Section 2.06 (a) shall be prima facie evidence of the existence and amounts of
the obligations therein recorded; provided, however, that the


                                       24
<PAGE>   31



failure of any Bank to maintain such accounts or any error therein shall not in
any manner affect the obligation of the Company to repay the Discretionary Loans
in accordance with their terms. The Company hereby unconditionally promises to
pay to each Bank the then unpaid principal amount of each Discretionary Loan
made by such Bank on the earlier of the Maturity Date and the date on which such
principal amount is due pursuant to the terms of such Discretionary Loan.

                  (b) Promptly upon written request of the Administrative Agent,
each Bank will certify in writing the borrowing date, the principal amount in
Dollars, or its Dollar equivalent if such Loan is in a Discretionary Alternate
Currency, and the maturity date of any Discretionary Loans made during any
period for which the Commitment Fees and the Utilization Fee under Section 4.01
are to be calculated. The Company agrees to certify to the Administrative Agent
on or before each Quarterly Date the Borrowing Date, the principal amount in
Dollars, or its Dollar equivalent if such Loan is in a Discretionary Alternate
Currency, the maturity date and the lending Bank for all Discretionary Loans
made during any period for which the Commitment Fees and the Utilization Fee
under Section 4.01 are to be calculated.

                  SECTION 2.07. Obligations Several, Not Joint. The obligations
of the Banks hereunder are several and not joint. The failure of any Bank to
make the Loan to be made by it as part of any borrowing shall not relieve any
other Bank of its obligation to make its Loan on the date of such borrowing, and
no Bank shall be responsible for the failure of any other Bank to make the Loan
to be made by such other Bank on the date of any borrowing.


                                   ARTICLE III

                   Optional and Required Prepayments; Interest
                          Payment Date; Other Payments

                  SECTION 3.01. Optional Prepayments. Loans may be prepaid in
whole or from time to time in part at the option of the Company on any Business
Day, without premium or penalty, notwithstanding that such Business Day is not
an Interest Payment Date, provided that:

                  (a) losses, if any, incurred by any Bank under Section 2.01(f)
         shall be payable with respect to each such prepayment of any such CD
         Rate Loan, Eurodollar Loan or Eurocurrency Loan; and

                  (b) all partial prepayments shall be in an aggregate principal
         amount of at least $2,000,000 and an integral multiple of $100,000, or
         the Dollar equivalent in an Alternate Currency, as the case may be; and

                  (c) the Company shall give the Administrative Agent not less
         than one full Business Day's prior oral or written notice of each
         prepayment of any Eurodollar Loans, Eurocurrency Loans or CD Rate
         Loans, or any portion thereof, and notice to the Administrative Agent
         not less than 9:00 a.m., Dallas, Texas time on the same day of the
         prepayment of Alternate Base Rate Loans, or any portion thereof,
         proposed to be made pursuant to this Section 3.01, specifying the
         aggregate principal amount of the Loans to be prepaid and the
         prepayment date; provided, however, with respect to each oral notice of
         a prepayment, the Company shall deliver promptly (and in any event, no
         later than two Business Days after the giving of such oral notice) to
         the Administrative Agent a confirmatory written notice of such proposed
         prepayment. The Administrative Agent shall promptly notify the Banks of
         the principal



                                       25
<PAGE>   32



         amount to be prepaid and the prepayment date. Notice of such prepayment
         shall be irrevocable and having been given as aforesaid, the principal
         amount specified in such notice, together with accrued and unpaid
         interest thereon to the date of prepayment, shall become due and
         payable on such prepayment date, and the provisions of Section 2.01(f)
         shall be applicable. The Company shall have no optional right to prepay
         the principal amount of any Loan other than as provided in this Section
         3.01.

                  SECTION 3.02. Required Prepayments. (a) If the Company shall
reduce or terminate the respective Commitments of the Banks pursuant to Section
4.02, it will prepay to each Bank on the effective date of any such reduction or
termination:

                  (i) in the case of a reduction of the Commitments, that part
         of such unpaid principal amount outstanding of the Conventional Loans,
         the Alternate Currency Loans and the Discretionary Loans, each
         calculated in its Dollar equivalent, as applicable, held by such Bank
         that exceeds the amount of the Commitment of such Bank immediately
         after such reduction and that part of such unpaid principal amount
         outstanding of the Alternate Currency Loans calculated in its Dollar
         equivalent held by such Bank that exceeds the amount of the Alternate
         Currency Commitment of such Bank immediately after giving effect to
         such reduction; and

                  (ii) in the case of termination of the Commitments, the entire
         unpaid principal amount of the Conventional Loans, the Alternate
         Currency Loans and the Discretionary Loans, each calculated in its
         Dollar equivalent, as applicable;

together, in each case, with accrued and unpaid interest on the amount being so
prepaid and all other amounts accrued and owing under this Agreement on such
date.

                  (b) (i) If on any Borrowing Date the principal amount
outstanding of the Conventional Loans, Discretionary Loans and Alternate
Currency Loans (calculated in its Dollar equivalent), as the case may be, made
to the Company by any Bank shall exceed the Commitment of such Bank, or the
Alternate Currency Loans (calculated in its Dollar equivalent) shall exceed the
Alternate Currency Commitment of such Bank, the Company shall promptly pay to
such Bank an amount equal to such excess, together with accrued and unpaid
interest on the amount so prepaid and all other amounts accrued and owing under
this Agreement on such date; and

                  (ii) if during any Prepayment Period the Company or any of its
Restricted Subsidiaries shall (A) sell, assign, transfer or otherwise dispose of
any Cash Flow Producing Asset (other than (i) dispositions of inventory in the
ordinary course of business or (ii) sales or transfers of capital stock or
assets to the Company or a Restricted Subsidiary) or (B) incur Debt for borrowed
money (other than (i) Debt incurred under this Agreement, the Facility A
Agreement or outstanding commercial paper in respect of which Commitments under
this Agreement or the Facility A Agreement are used to provide backup liquidity
and (ii) Debt incurred to finance the purchase by the Company or its Restricted
Subsidiaries of assets or capital stock (other than capital stock of the Company
or its Restricted Subsidiaries) not otherwise provided for in the Company's
annual capital expenditure budget or Debt incurred to refinance such Debt), then
the Company or such Restricted Subsidiary shall promptly apply an amount equal
to 50% of the Net Cash Proceeds of such sale, assignment, transfer, disposition
or incurrence to the



                                       26
<PAGE>   33



prepayment of Loans under this Agreement and the Facility A Agreement and the
Commitments under this Agreement and the Facility A Agreement shall be reduced
by the respective amounts so prepaid thereunder; provided, that if in connection
with the disposition of any such capital stock or Cash Flow Producing Asset, the
Company shall advise the Administrative Agent that it intends to use the Net
Cash Proceeds of such disposition to acquire Cash Flow Producing Assets to be
owned by the Company or a Restricted Subsidiary, then (i) the Commitments will
not be reduced as required by this Section 3.02(b)(ii) to the extent the amount
prepaid or a portion thereof shall have been reborrowed within 12 months after
the date of such disposition and used to acquire such Cash Flow Producing
Assets, and (ii) during such 12 month period an amount of the Commitments equal
to the amount so prepaid will be restricted and the Company will be entitled to
reborrow such amount as provided herein only upon a certification to the
Administrative Agent that the proceeds of such borrowing will be promptly
applied to acquire such Cash Flow Producing Assets; and provided further that
prepayments and reductions required under clause (B) shall be made only at each
time that the aggregate amount of payments and reductions required but not made
shall equal an amount not less than $50,000,000, at which time Loans shall be
prepaid and Commitments reduced in such aggregate amount.

                  (c) Notwithstanding the foregoing, (i) no prepayment shall be
required under Section 3.02(b)(ii) with respect to an aggregate of $10,000,000
of Net Cash Proceeds and (ii) in the event any prepayment required by Section
3.02(b)(ii) to be made under this Agreement and the Facility A Agreement shall
be in an amount less than $2,000,000, such prepayment may be deferred until the
aggregate amount of the prepayments deferred in reliance on this provision and
the corresponding provision of the Facility A Agreement shall exceed $2,000,000,
at which time all such prepayments shall be promptly made and the Commitments
correspondingly reduced (except as otherwise provided in Section 3.02(b)(ii)).
In the event any prepayment required by Section 3.02(a) or Section 3.02(b) with
respect to any Loan would become due on a date that is not an Interest Payment
Date and as a result thereof the Company would incur liabilities under Section
2.01(f), the Company shall make such prepayment to the Administrative Agent on
the due date; provided, however, that interest shall continue to accrue on any
Loan so prepaid and shall be paid by the Company to the Administrative Agent on
the applicable Interest Payment Date. So long as no Default or Event of Default
shall occur or shall have occurred and be continuing, the Administrative Agent
shall hold the proceeds of such prepayment for the benefit of the Banks, in an
interest bearing account, until such time as such proceeds can be applied
towards payment of the Loans in accordance with the provisions of this Agreement
without resulting in any liability to the Company under Section 2.01(f). All
interest which may accrue on such amounts so held in escrow shall be held by the
Administrative Agent for the benefit of the Company.

                  (d) All prepayments made pursuant to the provisions of this
Section 3.02 shall be applied, (i) in the case of Conventional Loans, first,
towards payment of all Alternate Base Rate Loans, as the Company directs, and
secondly, and subject to the provisions of Section 2.01(f), towards payment of
the appropriate amount of CD Rate Loans and Eurodollar Loans, as the Company
directs and (ii) in the case of Alternate Currency Loans, and subject to the
provisions of Section 2.01(f), towards payment of all Eurocurrency Loans. The
Company shall have no right to reborrow any amount prepaid under Section 3.02(a)
or, except as expressly provided therein, Section 3.02(b)(ii).


                                       27
<PAGE>   34



                  SECTION 3.03. Interest Payment Date. The Company shall repay
the principal amount of each Loan on the Interest Payment Date, or if earlier,
the Maturity Date, for such Loan; provided that, the Company may reborrow in
accordance with Section 2.01(a), Section 2.01(b), Section 2.04 or Section 2.06
for the purpose of refinancing any Loan. All principal payments of Loans shall
be accompanied by accrued and unpaid interest on the principal amount being
repaid to the date of payment.

                  SECTION 3.04. Place, etc. of Payments and Prepayments. (a) All
payments and prepayments made in accordance with the provisions of this
Agreement (other than with respect to Alternate Currency Loans and Discretionary
Loans made in a Discretionary Alternate Currency) in respect of the Commitment
Fees or the Utilization Fee and the Administrative Agent's fee and of principal
of and interest on the Loans (other than with respect to Discretionary Loans)
shall be made to the Administrative Agent in Dollars at its office at 2200 Ross
Avenue, Dallas, Texas 75201, in immediately available funds for the accounts of
the Banks. All payments and prepayments made in accordance with the provisions
of this Agreement in respect of the Alternate Currency Loans shall be made in
the applicable Alternate Currency to the Administrative Agent at such office of
TCB, its Affiliates or its correspondents, as shall be from time to time
selected by the Administrative Agent and notified by the Administrative Agent to
the Company and the Banks. The Administrative Agent will promptly distribute to
the Banks, in accordance with each Bank's Pro Rata Share as to all Loans (other
than Discretionary Loans), in immediately available funds, the amount of
principal, interest, Commitment Fees and Utilization Fees received by the
Administrative Agent for the account of the Banks; provided that if interest
shall accrue on any Loan at a rate different from the rate applicable to any
other Loan, payment and distribution of interest shall be based on the
respective accrual rates applicable to such Loan. Any payment to the
Administrative Agent for the account of a Bank under this Agreement shall
constitute payment by the Company to such Bank of the amounts so paid to the
Administrative Agent, and any Loan or portions thereof so paid shall not be
considered outstanding for any purpose after the date of such payment to the
Administrative Agent. Any amount payable by the Administrative Agent to the
Banks under this Agreement in the currency of a Participating Member State shall
be paid in the Euro Unit.

                  (b) Payments by the Administrative Agent Generally. With
respect to the payment of any amount denominated in the Euro or in a National
Currency Unit, the Administrative Agent shall not be liable to the Borrower or
any of the Banks in any way whatsoever for any delay, or the consequences of any
delay, in the crediting to any account of any amount required by this Agreement
to be paid by the Administrative Agent if the Administrative Agent shall have
taken all relevant steps to achieve, on the date required by this Agreement, the
payment of such amount in immediately available, freely transferable, cleared
funds (in the Euro Unit or, as the case may be, in a National Currency Unit) to
the account with the bank in the principal financial center in the Participating
Member State which the Borrower or, as the case may be, any Bank shall have
specified for such purpose. In this paragraph (b), "all relevant steps" means
all such steps as may be prescribed from time to time by the regulations or
operating procedures of such clearing or settlement system as the Administrative
Agent may from time to time determine for the purpose of clearing or settling
payments of the Euro.

                  SECTION 3.05. Basis of Accrual. If the basis of accrual of
interest or fees expressed in this Agreement with respect to the currency of any
state that becomes a Participating Member State shall be inconsistent with any
convention or practice in the London Interbank Market for the basis of accrual
of interest or fees in respect of the Euro, such convention or



                                       28
<PAGE>   35



practice shall replace such expressed basis effective as of and from the date on
which such state becomes a participating member state; provided, that if any
Loan in the currency of such state is outstanding immediately prior to such
date, such replacement shall take effect, with respect to such Loan, at the end
of the then current Interest Period for such Loan.

                  SECTION 3.06. Rounding and Other Consequential Changes.
Without prejudice and in addition to any method of conversion or rounding
prescribed by any EMU legislation and without prejudice to the respective
liabilities of the Borrower to the Banks and the Banks to the Borrower under or
pursuant to this Agreement:

                  (i) each reference in this Agreement to a minimum amount (or
         an integral multiple thereof) in a National Currency Unit to be paid to
         or by the Administrative Agent shall be replaced by a reference to such
         reasonably comparable and convenient amount (or an integral multiple
         thereof) in the Euro Unit as the Administrative Agent may from time to
         time specify; and

                   (ii) except as expressly provided in this Section 3.06, each
         provision of this Agreement shall be subject to such reasonable changes
         of construction as the Administrative Agent may from time to time
         specify to be necessary or appropriate to reflect the introduction of
         or changeover to the Euro in Participating Member States.


                                   ARTICLE IV

                         Fees; Reduction of Commitments

                  SECTION 4.01. Commitment Fees; Utilization Fee. (a) The
Company agrees to pay to the Administrative Agent for the account of each Bank
in Dollars, Commitment Fees, computed on a daily basis of a year of 365 or 366
days, as the case may be, from the date hereof to and including the Maturity
Date at a rate per annum equal to the applicable Margin Percentage from time to
time in effect on the daily average unused amount of the Commitment of such Bank
(taking into account all Conventional Loans, Alternate Currency Loans and
Discretionary Loans, of such Bank outstanding on the dates covered by such
calculation). Each such Commitment Fee shall be payable on or before the
fifteenth day following each Quarterly Date and on the Maturity Date or on such
earlier date as the Commitment of such Bank shall terminate pursuant to the
terms of this Agreement.

                  (b) The Company agrees to pay to the Administrative Agent for
the account of each Bank in Dollars a Utilization Fee ("Utilization Fee"),
computed on a daily basis of a year of 365 or 366 days, as the case may be, from
the date hereof to and including the Maturity Date at the rate of (i) .0625% per
annum on the daily average aggregate amount of the outstanding Loans (excluding
Discretionary Loans) of such Bank hereunder during any calendar quarter (or
shorter period) in which the average daily aggregate amount of such Loans
outstanding under this Agreement (including all outstanding Discretionary Loans)
exceeds 33-1/3% of the aggregate Commitments hereunder but is less than or equal
to 66-2/3% of such Commitments or (ii) .1250% per annum on the daily average
aggregate amount of the outstanding Loans (excluding Discretionary Loans) of
such Bank hereunder during any calendar quarter (or shorter period) in which the
average daily aggregate amount of such Loans (including all outstanding
Discretionary Loans) exceeds 66-2/3% of such Commitments; provided, that no
Utilization Fee shall be payable for any calendar quarter if the Leverage Ratio
at the end of



                                       29
<PAGE>   36



the most recent fiscal quarter ended at least 60 days (or during the first
fiscal quarter of any year, at least 90 days) earlier shall have been less than
3.5 to 1.0. Each such Utilization Fee shall be payable on or before the
fifteenth day following each Quarterly Date and on the Maturity Date or on such
earlier date as the Commitments shall terminate pursuant to the terms of this
Agreement.

                  (c) For purposes of determining the unused portion of each
Bank's Commitment solely in order to calculate the Commitment Fees under Section
4.01(a) and the Utilization Fee under Section 4.01(b), the equivalent in Dollars
of each Eurocurrency Loan made by such Bank in an Alternate Currency, as
determined in accordance with Section 2.05 (provided that the calculation shall
be made two Business Days prior to the Borrowing Date with respect to such Loan,
rather than at the date specified in Section 2.05) shall be the amount of such
Bank's Commitment used in connection with such Loan, and no further adjustments
shall be made with respect to the unused portion of such Bank's Commitment based
upon fluctuations thereafter in the value of the Alternate Currency of such
Loan.

                  SECTION 4.02. Reduction or Termination of Commitments. The
Company may at any time or from time to time reduce ratably in proportion to
their respective Commitments or terminate in whole, the respective Commitments
of the Banks hereunder by giving not less than five full Business Days' prior
written notice to such effect to the Administrative Agent; provided that any
partial reduction shall be in an aggregate amount of not less than $3,000,000
and an integral multiple of $250,000; provided, further, that the Commitments
may not be reduced to an amount less than the aggregate principal amount of
Discretionary Loans and Conventional Loans (and the Alternate Currency
Commitments may not be reduced as provided below to an amount less than the
aggregate principal amount of the outstanding Alternate Currency Loans and the
Discretionary Loans made in a Discretionary Alternate Currency, each calculated
in its Dollar equivalent) outstanding at such time, unless simultaneously
therewith the Company shall make a prepayment in accordance with Section 3.02(a)
hereof. In the event of any prepayment of the Loans outstanding hereunder
pursuant to Section 3.02(b)(ii), the Commitments shall be ratably reduced by the
amount of such prepayment to the extent provided in Section 3.02(b)(ii). Any
reduction of the Commitments pursuant to this Section 4.02 shall reduce the
Alternate Currency Commitments proportionately; provided, that in no event shall
the Alternate Currency Commitments be reduced to an amount less than the lesser
of (a) $300,000,000 and (b) the aggregate amount of the Commitments. The
Administrative Agent shall promptly notify each Bank of its Pro Rata Share of
and of the date of each reduction of the Commitments. After each such reduction,
the Commitment Fees owing to each Bank shall be calculated upon the Commitment
of such Bank as so reduced. In the event of acceleration of the maturity date of
any Loan, the Commitments hereunder of the Banks shall thereupon automatically
terminate without notice. Each reduction or any termination of the Commitments
hereunder shall be irrevocable.


                                    ARTICLE V

                             Application of Proceeds

                  The Company agrees that the proceeds of the Loans hereunder
shall be used by the Company for general corporate purposes, including the
repayment of maturing commercial paper.



                                       30
<PAGE>   37



                                   ARTICLE VI

                         Representations and Warranties

                  The Company represents and warrants that:

                  SECTION 6.01. Organization; Qualification; Subsidiaries. The
Company and each Subsidiary (i) is duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation or organization,
(ii) has corporate or other power to own its properties and to carry on its
business as now conducted, and (iii) is duly qualified as a foreign corporation
or partnership to do business and is in good standing in every jurisdiction
where failure to be duly qualified would materially and adversely affect the
business, properties or financial condition of the Company and its Subsidiaries
on a consolidated basis or the ability of the Company to perform its obligations
under this Agreement. Attached hereto as Exhibit 6.01 is a correct and complete
list setting forth, as of the date of this Agreement: (A) the name of each
Subsidiary, (B) the title and number of such outstanding shares, if any, owned
by Persons other than the Company or any Subsidiary, (C) the name and address of
each such other Person, and (D) whether such Subsidiary is a Restricted or
Unrestricted Subsidiary. All shares of capital stock of Restricted Subsidiaries
owned by the Company or any Restricted Subsidiary are owned thereby free and
clear of all liens, claims and encumbrances.

                  SECTION 6.02. Financial Statements. The Company has furnished
each Bank with the consolidated financial statements for the Company and its
Subsidiaries as at and for its fiscal year ended December 31, 1998 accompanied
by the opinion of Deloitte & Touche, and quarterly consolidated financial
statements as at and for the period ended June 30, 1999. Such statements have
been prepared in conformity with GAAP consistently applied throughout the period
involved, except as may be explained in such opinion. Such statements fairly
present the financial condition of the Company and its Subsidiaries on a
consolidated basis and the results of its and their operations as at the dates
and for the periods indicated. There has been no material adverse change in the
financial condition or the business or properties of the Company and its
Subsidiaries on a consolidated basis since June 30, 1999; provided, however,
that for purposes of this sentence, the provisions of the Cable Television
Consumer Protection and Competition Act of 1992 and the Telecommunications Act
of 1996 and the regulations adopted by the FCC pursuant to such statutes that
are in effect as of the date hereof shall not be considered.

                  SECTION 6.03. Actions Pending. Except as disclosed in Exhibit
6.03 attached hereto, there is no action, suit or proceeding pending or, to the
knowledge of the Company, threatened against the Company or any Subsidiary
before any court or administrative agency or other governmental authority which
might (although in the opinion of the Company such actions, suits and
proceedings would not reasonably be expected to) result in any material adverse
change in the business, properties or financial condition of the Company and its
Subsidiaries on a consolidated basis or impair the ability of the Company to
perform its obligations under this Agreement.

                  SECTION 6.04. Default. Neither the Company nor any Subsidiary
is (i) in default under the provisions of any instrument evidencing any Debt or
any other liability, contingent or otherwise, or of any agreement relating
thereto or (ii) in default under or in violation of any order, writ, injunction
or decree of any court, or in default under or in violation of any order,
regulation or demand of any governmental instrumentality, other than



                                       31
<PAGE>   38



for such defaults or violations under clauses (i) and (ii) above which taken in
the aggregate do not materially and adversely affect the business, properties or
financial condition of the Company and its Subsidiaries on a consolidated basis
or impair the ability of the Company to perform its obligations under this
Agreement.

                  SECTION 6.05. Title to Assets. The Company and each Restricted
Subsidiary (i) have good and marketable title to their respective real property
assets and (ii) good title to their respective personal property assets, in each
case, subject to no liens, security interests or other encumbrances except those
permitted by Section 9.01.

                  SECTION 6.06. Payment of Taxes. The Company and each
Subsidiary have filed all Federal and state income and franchise tax returns, or
extensions therefor, which, to the knowledge of the officers thereof, are
required to be filed and have paid all taxes shown on said returns and all
assessments which are due. The Company and its officers know of no claims by any
governmental authority for any unpaid taxes which claims in the aggregate could
reasonably be expected to result in a material and adverse effect on the
business, properties or financial condition of the Company and its Subsidiaries
on a consolidated basis.

                  SECTION 6.07. Conflicting or Adverse Agreements or
Restrictions. Neither the Company nor any Subsidiary is a party to any contract
or agreement or subject to any restriction which materially and adversely
affects the business, properties or financial condition of the Company and its
Subsidiaries on a consolidated basis. Neither the execution nor delivery of this
Agreement nor compliance with the terms and provisions hereof or of any
instruments required hereby will be contrary to the provisions of, or constitute
a default under, (i) the charter or by-laws of the Company or any Subsidiary or
(ii) any law or any regulation, order, writ, injunction or decree of any court
or governmental authority or any material agreement to which the Company or any
Subsidiary is a party or by which it is bound or to which it is subject if such
noncompliance or defaults referred to in this clause (ii) could in the aggregate
have a material adverse effect on the business, properties or financial
condition of the Company and its Subsidiaries on a consolidated basis or impair
the ability of the Company to perform its obligations under this Agreement.

                  SECTION 6.08. Purpose of Loans. Neither the Company nor any
Subsidiary is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of purchasing or carrying Margin
Stock. This Agreement and the transactions contemplated hereby comply in all
respects with Regulations U, T and X and all other regulations of the Board of
Governors of the Federal Reserve System. Neither the Company nor any agent
acting on its behalf has taken or will take any action which would cause this
Agreement to violate Regulation U, T or X or any other regulation of the Board
of Governors of the Federal Reserve System or to violate the Securities Exchange
Act of 1934, in each case as in effect now or as the same may hereafter be in
effect on the date of any Loan.

                  SECTION 6.09. Authority; Validity. The Company has the
corporate power and authority to make and carry out this Agreement and the
transactions contemplated herein, to make the borrowings provided for herein and
to perform its obligations hereunder; and all such action has been duly
authorized by all necessary corporate proceedings on its part. This Agreement
has been duly and validly executed and delivered by the Company and constitutes
a valid and legally binding agreement of the Company, enforceable in accordance
with its terms, except as enforcement may be limited by



                                       32
<PAGE>   39



bankruptcy, insolvency or other laws of general application relating to or
affecting the enforcement of creditors' rights and general principles of equity.

                  SECTION 6.10. Consents or Approvals. No order, consent,
approval, license, authorization or validation of any governmental authority and
no registration or filing with or notice to any governmental authority is
necessary to authorize or permit, or is required in connection with, the
execution and delivery of this Agreement, the making of borrowings pursuant
hereto or the performance of the obligations of the Company hereunder.

                  SECTION 6.11. Compliance with Law. Neither the Company nor any
of its Subsidiaries are in violation of any Federal, state or local laws or
orders affecting the Company or any Subsidiary or any of their businesses and
operations which taken alone, or in the aggregate, could reasonably be expected
to have a material and adverse effect on the business, properties or financial
condition of the Company and its Subsidiaries, on a consolidated basis, or could
reasonably be expected to impair the ability of the Company to perform its
obligations under this Agreement. Neither the Company nor any Subsidiary has
failed to obtain any license, permit, franchise, consent or authorization of any
governmental authority necessary to the ownership of its properties or the
operation of its business, which failure could reasonably be expected to have a
material and adverse effect on the business, properties or financial condition
of the Company and its Subsidiaries on a consolidated basis or could reasonably
be expected to impair the ability of the Company to perform its obligations
under this Agreement.

                  SECTION 6.12. ERISA. The Company and its Subsidiaries are in
compliance in all material respects with the applicable provisions of ERISA.
Neither the Company nor any Subsidiary, taken individually or in the aggregate,
has incurred any material accumulated funding deficiency within the meaning of
ERISA or Section 4971 of the Internal Revenue Code of 1986, as amended, or has
incurred any material liability to the Pension Benefit Guaranty Corporation
established under ERISA, or any successor thereto under ERISA (the "PBGC"), in
connection with any Plan. None of the Company, any Subsidiary or any member of a
"controlled group of corporations" or "combined group of trades or businesses
under common control" as such terms are defined, respectively, in Sections
414(b) and (c) of the Internal Revenue Code of 1986, as amended, is required to
contribute to any "multiemployer plan" (as such term is defined in Section
4001(a)(3) of ERISA) or has withdrawn from any multiemployer plan where such
contribution obligation or withdrawal has resulted or could result in any
"withdrawal liability" (as such term is defined in Section 4201 of ERISA) which
could reasonably be expected to have a Materially Adverse Effect.

                  SECTION 6.13. Investment Company Act. Neither the Company nor
any Subsidiary (i) is an investment company as that term is defined in the
Investment Company Act of 1940, as amended, (ii) directly or indirectly controls
or is controlled by a company which is an investment company as that term is
defined in the Investment Company Act of 1940, as amended, or (iii) is otherwise
subject to regulation under the Investment Company Act of 1940, as amended.

                  SECTION 6.14. Disclosure. All material information furnished
by or on behalf of the Company in writing to the Administrative Agent or any
Bank pursuant to the terms of this Agreement (a) in the Confidential Information
Memorandum dated September 1999 or (b) after the date hereof and, in either
case, concerning the historical operations of the Company, did not or will not,
as the case may be, when made, include any untrue statement of a material fact
or omit to state any material fact necessary to make the



                                       33
<PAGE>   40



statements therein, in light of the circumstances under which they were or are
made, not materially misleading.

                  SECTION 6.15. Material Franchise Agreements. The Franchise
Agreements are described on Exhibit 6.15 attached hereto. With respect to the
Material Franchise Agreements, except as set forth on Exhibit 6.15 hereto:

                  (a) the Material Franchise Agreements are legal, valid and
         binding agreements of the Company or a Subsidiary of the Company and to
         the Company's knowledge, each other party thereto and are in full force
         and effect, except to the extent that certain Material Franchise
         Agreements may have expired in accordance with their terms as of the
         date this representation and warranty is made or deemed made;

                  (b) neither the Company nor any Subsidiary of the Company is
         materially in default or breach of (with or without the giving of
         notice or passage of time, and no franchiser has asserted in writing
         that the Company or a Subsidiary of the Company is materially in
         default or breach of (with or without the giving of notice or passage
         of time)), the Material Franchise Agreements;

                  (c) to the Company's knowledge, the other parties to the
         Material Franchise Agreements are not materially in violation thereof,
         and

                  (d) neither the Company nor any Subsidiary of the Company has
         waived any rights under the Material Franchise Agreements where such
         waiver would have a material adverse effect on the business, properties
         or financial condition of the Company and its Subsidiaries on a
         consolidated basis.

                  SECTION 6.16. Insurance. The Company and each Subsidiary
maintains insurance of such types as is usually carried by corporations of
established reputation engaged in the same or similar businesses and similarly
situated with financially sound and reputable insurance companies or
associations (or, as to workers' compensation or similar insurance, with an
insurance fund or by self-insurance authorized by the jurisdiction in which its
operations are carried on) and in such amounts (and with co-insurance and
deductibles) as such insurance is usually carried by corporations of established
reputation engaged in the same or similar businesses and similarly situated.

                  SECTION 6.17. Quality of CATV Systems. The materials and
workmanship used in the construction and operation of the CATV Systems are of
sufficient quality to conform in all material respects with applicable standards
and regulations of the FCC or any other appropriate governmental or regulatory
authority.

                  SECTION 6.18. Environmental and Safety Matters. The Company
and each Subsidiary has complied in all material respects with all Federal,
state, local and other statutes, ordinances, orders, judgments, rulings and
regulations relating to environmental pollution or to environmental regulation
or control or to employee health or safety. To the best knowledge of the
Company's executive officers, neither the Company nor any Subsidiary has
received notice of any material failure so to comply. The Company's and the
Subsidiaries' plants do not manage any hazardous wastes, hazardous substances,
hazardous materials, toxic substances, toxic pollutants or substances similarly
denominated, as those terms or similar terms are used in the Resource
Conservation and Recovery Act, the Comprehensive Environmental



                                       34
<PAGE>   41



Response Compensation and Liability Act, the Hazardous Materials Transportation
Act, the Toxic Substance Control Act, the Clean Air Act, the Clean Water Act or
any other applicable law relating to environmental pollution or employee health
and safety generally, in violation in any material respect of any law or any
regulations promulgated pursuant thereto. The Company is aware of no events,
conditions or circumstances involving environmental pollution or contamination
or employee health or safety that could reasonably be expected to result in a
material adverse effect on the business, properties or financial condition of
the Company and its Subsidiaries on a consolidated basis.

              SECTION 6.19. Year 2000 Compliance. The Company is taking such
actions and devoting such resources that, in the good faith exercise of its
business judgment, it believes to be reasonably necessary to permit the proper
functioning, in and following the year 2000, of (i) material computer systems
of the Company and its Subsidiaries and (ii) material equipment containing
embedded microchips (including systems and equipment supplied by others or with
which the systems of the Company or its Subsidiaries interface). The cost to
the Company and its Subsidiaries of such actions and of the reasonably
foreseeable consequences of year 2000 to the Company and its Subsidiaries
(including, without limitation, reprogramming errors and the failure of others'
systems or equipment) will not result in a Default or a Materially Adverse
Effect. The Company believes that, subject to testing and completion of the
actions referred to above, the computer and management information systems of
the Company and its Subsidiaries are and, with ordinary course upgrading and
maintenance, will continue to be, sufficient to permit the Company and its
Subsidiaries to conduct their business without a Materially Adverse Effect.


                                   ARTICLE VII

                                   Conditions

              SECTION 7.01. Conditions Precedent to Effectiveness and to
Initial Borrowing. (1) The obligations of the Banks to extend credit hereunder
is subject to the satisfaction of the following conditions:

                  (a) the Administrative Agent shall have received executed
         counterparts of this Agreement which, when taken together, bear the
         signatures of each of the parties hereto.

                  (b) the Administrative Agent shall have received on behalf of
         the Banks all such evidence as it shall reasonably have requested as to
         the corporate power and authority of the Company to enter into and
         borrow under this Agreement and to perform its obligations hereunder;

                  (c) the Administrative Agent shall have received on behalf of
         the Banks (i) from Counsel and Special FCC Counsel for the Company,
         their opinions, dated the date hereof, substantially in the forms
         attached hereto as Exhibit 7.01(c)(i) and (ii) from Counsel for the
         Administrative Agent, its opinion, dated the date hereof, substantially
         in the form attached hereto as Exhibit 7.01(c)(ii);

                  (d) the Administrative Agent shall have received on behalf of
         the Banks an Officer's Certificate, dated the date hereof,
         substantially in the form attached hereto as Exhibit 7.01(d);

                  (e) no Default shall have occurred and be continuing or shall
         occur after giving effect to the Company's execution of this Agreement;


                                       35
<PAGE>   42



                  (f) after giving effect to the Company's execution of this
         Agreement, the representations and warranties made by the Company in
         Article VI (except those that expressly relate to a prior date) shall
         be true on in all material respects and as of the date hereof;

                  (g) the Administrative Agent shall have received all interest,
         fees and other amounts accrued under the Existing Credit Agreement on
         or prior to the date hereof (whether or not at the time due and
         payable), including to the extent invoiced, reimbursement or payment of
         all out-of-pocket expenses required to be reimbursed or paid by the
         Company hereunder; and

                  (h) No loans under the Existing Agreement shall be outstanding
as of the date hereof.

                  SECTION 7.02. Conditions Precedent to Each Borrowing. The
obligation of the Banks to fund each Borrowing (including, without limitation,
the initial Borrowing after the date of this Agreement) is subject to the
following:

                  (a) No Event of Default shall have occurred and be continuing
or shall occur after giving effect to such Borrowing and the application of the
proceeds thereof, and each Borrowing shall be deemed to constitute a
representation and warranty by the Company on the applicable Borrowing Date to
such effect.

                  (b) The Administrative Agent shall have received by telecopy,
or otherwise, the Notice of Conventional Borrowing required by Section 2.01(b)
or Notice of Alternate Currency Borrowing required by Section 2.04(b).

                  (c) The Company shall have delivered to the Administrative
Agent and each Bank such certificates and other documents as are otherwise
required under this Agreement.

                  SECTION 7.03. Conditions Precedent to Borrowings that Increase
Principal Outstanding. The obligation of the Banks to fund each Loan (including,
without limitation, the initial Loans to be made by the Banks to the Company
hereunder after the date of this Agreement), which has the effect of increasing
the aggregate outstanding principal amount of Loans of any Bank on the
applicable Borrowing Date is subject, in addition to the conditions set forth in
Section 7.02, to the following conditions:

                  (a) After giving effect to such Borrowing and the application
         of the proceeds thereof, the representations and warranties contained
         in Article VI, other than the representations and warranties made by
         the Company in the last sentence of Section 6.02 and in Sections 6.03
         and 6.04 and those that expressly relate to a prior date, shall be true
         in all material respects on and as of the particular Borrowing Date as
         though made on and as of such date and each such Borrowing shall be
         deemed to constitute a representation and warranty by the Company on
         the applicable Borrowing Date as to the matters set forth in Article VI
         (other than the representations and warranties made by the Company in
         the last sentence of Section 6.02 and in Sections 6.03 and 6.04 and
         those that expressly relate to a prior date).

                  (b) Except as otherwise set forth therein, or in certificates
         accompanying such financial statements, the most recent financial
         statements delivered to the Banks pursuant to Section 8.02 shall fairly
         present the financial condition of the Company and its Subsidiaries on


                                       36
<PAGE>   43



         a consolidated basis and the results of its and their operations as at
         the dates and for the periods indicated. Each such Borrowing shall be
         deemed to constitute a representation and warranty by the Company on
         the applicable Borrowing Date to such effect.

                  (c) No Default shall have occurred and be continuing or shall
         occur after giving effect to such Borrowing and the application of the
         proceeds thereof, and each Borrowing shall be deemed to constitute a
         representation and warranty by the Company on the applicable Borrowing
         Date to such effect.

                  (d) The Company shall have delivered to the Administrative
         Agent and each Bank such certificates and other documents as are
         otherwise required under this Agreement.

                  SECTION 7.04. Conditions Precedent to the Initial Borrowing
After the Effectiveness of this Agreement. The obligation of the Banks to fund
the initial Conventional Loan and, unless otherwise agreed, the initial
Discretionary Loan on or after the date of this Agreement is subject, in
addition to the conditions set forth above, to the following condition:

                  No material adverse change shall have occurred in the
         financial condition or the business, operations or properties of the
         Company and its Subsidiaries on a consolidated basis since June 30,
         1999.


                                  ARTICLE VIII

                              Affirmative Covenants

                  The Company covenants and agrees that, until payment in full
of the obligations and termination of the Commitments hereunder, the Company
will:

                  SECTION 8.01. Certain Financial Covenants. Maintain at all
times during each period set forth below:

                  (a) a Leverage Ratio of not more than the ratio set forth
opposite such period:

<TABLE>
<CAPTION>
                               Period                           Ratio
                               ------                           -----
       <S>                                                      <C>
       Initial Leverage Ratio Date through and including        6.0 to 1.0
       December 31, 2000

       January 1, 2001 through and including December 31, 2001  5.5 to 1.0

       January 1, 2002 and thereafter                           5.0 to 1.0; and
</TABLE>

                  (b) a ratio of Pro-forma Consolidated Annualized Operating
         Cash Flow to Consolidated Annualized Interest Expense of not less than
         2.0 to 1.0 at any time.


                                       37
<PAGE>   44



                  SECTION 8.02. Financial Statements and Information. Deliver to
each of the Banks in duplicate:

                  (a) as soon as available, and in any event within 90 days,
         after the end of each fiscal year (i) a copy of the consolidated annual
         audited financial statements of the Company and its Subsidiaries for
         such fiscal year containing a balance sheet, an income statement, a
         statement of shareholders' equity and a consolidated statement of cash
         flows, all in reasonable detail, together with the unqualified opinion
         of Deloitte & Touche or another independent certified public accountant
         of recognized standing satisfactory to the Banks, that such statements
         have been prepared in accordance with generally accepted accounting
         principles, consistently applied, except as may be explained in such
         opinion, and fairly present the financial condition of the Company and
         its Subsidiaries on a consolidated basis and the results of its and
         their operations as at the dates and for the periods indicated and (ii)
         a copy of the reconciliation sheet, certified by the chief financial
         officer of the Company, setting forth the adjustments required to the
         consolidated audited financial statements of the Company and its
         Subsidiaries referred to above in this paragraph (a) in order to arrive
         at the consolidated financial statements of the Company and its
         Restricted Subsidiaries;

                  (b) as soon as available, and in any event within 60 days,
         after the end of each of the first three quarterly accounting periods
         in each fiscal year (i) a copy of the consolidated unaudited financial
         statements of the Company and its Subsidiaries as at the end of such
         quarter and for the period then ended, containing a balance sheet, an
         income statement, a statement of shareholders' equity and a
         consolidated statement of cash flows, all in reasonable detail and
         certified by a financial officer of the Company to have been prepared
         in accordance with GAAP, consistently applied (subject to year end
         audit adjustments and except for the absence of footnotes), except as
         may be explained in such certificate, and as fairly presenting the
         financial condition of the Company and its Subsidiaries on a
         consolidated basis and the results of its and their operations as at
         the dates and for the periods indicated and (ii) a copy of the
         reconciliation sheet, certified by the chief financial officer of the
         Company, setting forth the adjustments required to the consolidated
         quarterly financial statements of the Company and its Subsidiaries
         referred to above in this paragraph (b) in order to arrive at the
         consolidated financial statements of the Company and its Restricted
         Subsidiaries;

                  (c) promptly after the filing thereof, copies of all
         statements and reports filed with the Securities and Exchange
         Commission other than Form S-8 registration statements and other
         reports relating to employee benefit plans, supplements to registration
         statements relating solely to the pricing of securities offerings for
         which registration statements were previously filed and delivered and
         Forms D;

                  (d) promptly after any officer of the Company obtains
         knowledge of an Event of Default or Default, an Officer's Certificate
         specifying the nature of such Event of Default or Default, the period
         of existence thereof, and what action the Company has taken and
         proposes to take with respect thereto;

                  (e) promptly upon the Company's or any Subsidiary's receipt
         thereof, copies of all notices received from the FCC regarding the


                                       38
<PAGE>   45



         termination, cancelation, revocation or taking of any other adverse
         action with respect to any Material FCC Licenses;

                  (f) promptly upon the Company's or any Subsidiary's receipt
         thereof, copies of any notice received from any franchisors regarding
         the termination, cancelation or revocation of Franchise Agreements in
         connection with CATV Systems constituting 20% or more at any time of
         aggregate Basic Subscribers of the Company and its Subsidiaries;

                  (g) together with the delivery of the financial statements
         required under clauses (a) and (b) of this Section 8.02, the Company
         shall deliver to the Administrative Agent a report setting forth with
         respect to the Company and its Subsidiaries (i) the number of Homes
         Passed by cable, (ii) the number of Basic Subscribers, and (iii) the
         number of Pay Units, in each case as of the end of the preceding fiscal
         quarter or fiscal year, as the case may be; and

                  (h) promptly after request, such additional financial or other
         information as the Administrative Agent or any Bank acting through the
         Administrative Agent may reasonably request from time to time.

                  All financial statements specified in clauses (a) and (b)
above shall be furnished with comparative consolidated figures for the
corresponding period in the preceding year. Together with each delivery of
financial statements required by clauses (a) and (b) above, the Company will
deliver to each Bank (i) such schedules, computations and other information as
may be required to demonstrate that the Company is in compliance with its
covenants in Sections 8.01, 9.01(g), 9.02, 9.03 and 9.06 or reflecting any
non-compliance therewith as at the applicable date, and (ii) an Officer's
Certificate stating that there exists no Event of Default or, to the knowledge
of such officer, any Default, or, if any such Event of Default or, to the
knowledge of such officer, any Default exists, stating the nature thereof, the
period of existence thereof, and what action the Company has taken and proposes
to take with respect thereto. Together with each delivery of financial
statements required by clause (a) above, the Company will deliver to each Bank a
written statement of said accountants that, in making the audit necessary to the
certification of such financial statements, they have obtained no knowledge of
any Event of Default or Default, or, if such accountants shall have obtained
knowledge of any Event of Default or Default, they shall specify the nature and
period of existence thereof in such statement; provided, that such accountants
shall not be liable directly or indirectly to any Bank for failure to obtain
knowledge of any Event of Default or Default. Each Bank is authorized to deliver
a copy of any financial statement delivered to it to any regulatory body having
jurisdiction over it and to any other Person as may be required by applicable
law, rules and regulations.

                  SECTION 8.03. Existence, Laws, Obligations. Maintain its
corporate existence, comply and cause its Subsidiaries to comply, in all
respects material to the financial condition, business and properties of the
Company and its Subsidiaries on a consolidated basis, with all applicable laws
and regulations and pay and cause its Subsidiaries to pay all taxes,
assessments, governmental charges and other obligations which if unpaid might
become a lien against the Property of the Company or a Subsidiary, except
liabilities being contested in good faith by appropriate proceedings.

                  SECTION 8.04. Notice of Litigation and Other Matters. Promptly
notify the Administrative Agent in writing of (i) any action, suit or proceeding
pending or to the knowledge of the Company threatened, before any


                                       39
<PAGE>   46



governmental authority (including, without limitation, any bankruptcy or similar
proceeding by or against the Company or any Subsidiary) which, in the reasonable
view of the Company, if adversely determined or during the pendency thereof,
would materially impair the ability of the Company and its Subsidiaries on a
consolidated basis to carry on their businesses substantially as now being
conducted or would materially and adversely affect the financial condition,
business, operations or properties of the Company and its Restricted
Subsidiaries on a consolidated basis or would impair the ability of the Company
to perform its obligations under this Agreement, (ii) any action or development
which, in the view of the Company, might reasonably be expected to materially
impair the ability of the Company and its Subsidiaries on a consolidated basis
to carry on their businesses substantially as now being conducted or would
materially and adversely affect the financial condition, business, operations or
properties of the Company and its Subsidiaries on a consolidated basis or would
impair the ability of the Company to perform its obligations under this
Agreement, (iii) the failure of any Unrestricted Subsidiary to pay when due
(after giving effect to any grace period permitted from time to time) any Debt
of such Unrestricted Subsidiary, the outstanding amount of which exceeds,
singularly or in the aggregate, $25,000,000, or the holder of which Debt
declares, or may declare, such Debt due prior to its stated maturity because of
the occurrence of a default or other event thereunder or with respect thereto
and (iv) any revocation, suspension or expiration of FCC licenses which,
individually or in the aggregate, are material to the operations of the Company
and the Restricted Subsidiaries on a consolidated basis (the "Material FCC
Licenses").

                  SECTION 8.05. Books and Records. Maintain, and cause its
Subsidiaries to maintain, proper books of record and account in accordance with
GAAP, consistently applied.

                  SECTION 8.06. Inspection of Property and Records. Permit any
Person designated in writing by the Administrative Agent or any Bank (i) to
visit and inspect any of the properties of the Company and any Restricted
Subsidiary and discuss its and their respective affairs and finances with its
and their respective principal officers and to inspect any of the corporate
books and financial records of the Company and any Restricted Subsidiary and
(ii) from and after the occurrence of an Event of Default, to make copies of and
abstracts from the books and records of account of the Company and its
Restricted Subsidiaries, in each case all upon reasonable prior notice and at
such times as the Administrative Agent or any Bank may reasonably request.

                  SECTION 8.07. Maintenance of Property, Insurance. Cause its
Property and the Property of its Subsidiaries to be maintained, preserved and
protected and kept in good repair, working order and condition so as not to
materially and adversely affect the business carried on in connection therewith
and maintain, and cause its Subsidiaries to maintain, insurance with responsible
companies in such amounts and against such risks as is reasonably deemed
appropriate by the Company.

                  SECTION 8.08. ERISA. Comply, and cause each Subsidiary to
comply, in all material respects with the applicable provisions of ERISA and
furnish to the Administrative Agent (i) as soon as possible, and in any event
within 30 days after the Company or a duly appointed administrator of a Plan
files or is required to file, with respect to any Plan, any notice of a
"reportable event" (as such term is defined in Section 4043 of ERISA) for which
the notice requirement has not been waived by the PBGC (provided that notice
shall be required for reportable events arising from the disqualification of a
Plan or the distress termination of a Plan (in accordance with ERISA Section
4041(c)) without regard to the waiver of notice



                                       40
<PAGE>   47



provided by the PBGC by regulation or otherwise), a statement of the chief
financial officer of the Company setting forth details as to such reportable
event and the action which the Company, or such Subsidiary, as the case may be,
proposes to take with respect thereto, together with a copy of the notice of
such reportable event given to the PBGC and (ii) promptly after receipt thereof,
a copy of any notice the Company, any Subsidiary or any member of the controlled
group of corporations may receive from the PBGC relating to the intention of the
PBGC to terminate any Plan pursuant to Section 4042 of ERISA.

                  SECTION 8.09. Maintenance of Business Lines. Maintain and
cause its Restricted Subsidiaries to maintain lines of business in cable
television and related lines of business that are similar in scope to the
existing business lines and operations of the Company and its Restricted
Subsidiaries.

                  SECTION 8.10. Compliance with Material Franchise Agreements.
The Company will maintain, and will cause each Subsidiary to maintain, in full
force and effect at all times during the term of this Agreement, and will
materially comply with, and will cause each Subsidiary to materially comply
with, the terms and provisions of, the Material Franchise Agreements and the
Material FCC Licenses.

                  SECTION 8.11. Restricted/Unrestricted Designation of
Subsidiaries. The Company will be permitted to designate a Restricted Subsidiary
as an Unrestricted Subsidiary or an Unrestricted Subsidiary as a Restricted
Subsidiary by the delivery to the Administrative Agent of a written notice
certifying that all conditions set forth in this Section 8.11 are satisfied as
of the effective date of such designation, which certification shall state the
effective date of such designation and shall set forth the computations and
information as may be required to demonstrate that the Company is in compliance
with this Section 8.11 and shall be signed by a financial officer of the
Company, provided, that, (a) no Default or Event of Default shall exist
immediately before or after the effective date of any such designation; and (b)
the Company shall not designate as Unrestricted Subsidiaries during any period
of 12 consecutive months Restricted Subsidiaries as to which the Attributable
Amount shall exceed 15% of Pro-forma Consolidated Annualized Operating Cash Flow
excluding therefrom the Attributable Amount of the Unrestricted Subsidiaries
which have been designated as Restricted Subsidiaries during such period.

                  SECTION 8.12. Capital Expenditure Budget. The Company will
prepare its annual capital expenditure budget in a manner consistent in all
material respects with past practice.



                                       41
<PAGE>   48



                                   ARTICLE IX

                               Negative Covenants

                  Until payment in full of the obligations and termination of
the Commitments hereunder:

                  SECTION 9.01. Mortgages, etc. The Company will not and will
not permit any Restricted Subsidiary to create or permit to exist any lien,
encumbrance, or security interest (including the charge upon assets purchased
under a conditional sales agreement, purchase money mortgage, security
agreement, or other title retention agreement) upon any of its assets, whether
now owned or hereafter acquired, or assign or otherwise convey any right to
receive income, except

                  (a) liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings;

                  (b) other liens, encumbrances and security interests
         incidental to the conduct of its business or the ownership of its
         assets which were not incurred in connection with the borrowing of
         money, and which do not in the aggregate materially detract from the
         value of its assets or materially impair the use thereof in the
         operation of its business;

                  (c) liens and security interests on assets of a Restricted
         Subsidiary to secure obligations of such Restricted Subsidiary to the
         Company or a Wholly Owned Restricted Subsidiary;

                  (d) liens and security interests existing on the date hereof
         which are (i) both (y) described in Exhibit 9.01(d) attached hereto and
         (z) reflected in the consolidated financial statements of the Company
         referred to in Section 6.02 and (ii) liens and security interests on
         Property that were existing at the time of the acquisition thereof by
         the Company or any Restricted Subsidiary or placed thereon to secure a
         portion of the purchase price thereof described in Exhibit 9.01(d);

                  (e) liens and security interests on Property acquired after
         the date hereof existing at the time of acquisition thereof by the
         Company or any Restricted Subsidiary or placed thereon within one year
         of such acquisition to secure a portion of the purchase price thereof,
         provided that no such lien or security interest may encumber or cover
         any other Property of such Restricted Subsidiary, of the Company or of
         any other Restricted Subsidiary;

                  (f) liens, encumbrances and security interests on the stock of
         Unrestricted Subsidiaries;

                  (g) liens on Excess Margin Stock owned by the Company and its
         Restricted Subsidiaries; and

                  (h) other liens and security interests (in addition to those
         permitted pursuant to Section 9.01(e)) on Property of the Company and
         its Restricted Subsidiaries that secure Debt of the Company and its
         Restricted Subsidiaries in an amount which, when taken together with
         all other outstanding secured Debt incurred in reliance on this clause
         (h) and, without duplication, all outstanding Debt of Restricted
         Subsidiaries incurred in reliance on clause (b) of Section 9.02, does
         not at the time it is incurred exceed 20% of Pro-forma Consolidated
         Annualized Operating Cash Flow.



                                       42
<PAGE>   49



                  SECTION 9.02. Debt. The Company will not permit any Restricted
Subsidiary to create, incur or suffer to exist any Debt except:

                  (a) Debt outstanding on the date hereof which is reflected in
         the consolidated financial statements of the Company referred to in
         Section 6.02; and

                  (b) additional Debt in an amount which, when taken together
         with all other outstanding Debt incurred in reliance on this clause (b)
         and, without duplication, all outstanding Debt of the Company and its
         Restricted Subsidiaries secured by liens incurred in reliance on clause
         (h) of Section 9.01, does not at the time it is incurred exceed 20% of
         Pro-forma Consolidated Annualized Operating Cash Flow.

                  SECTION 9.03. Merger; Consolidation; Disposition of Assets.
The Company will not merge or consolidate with any Person unless the Company
shall be the continuing or surviving corporation and both before and after
giving effect to such merger or consolidation no Default or Event of Default
shall exist. The Company will not and will not permit any Restricted Subsidiary
to sell, lease or transfer or otherwise dispose of (whether in one transaction
or a series of transactions) any Cash Flow Producing Assets, other than sales of
inventory in the ordinary course of business and sales of stock of Unrestricted
Subsidiaries or Margin Stock to any Person and other than dispositions to the
Company and its Restricted Subsidiaries, unless both before and after giving
effect to such disposition no Default or Event of Default shall exist.
Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may
at any time sell, lease, transfer or otherwise dispose of Cash Flow Producing
Assets with an Attributable Amount (a) which, when taken together with the
Attributable Amount of all other Cash Flow Producing Assets disposed of in
reliance on this sentence and the Attributable Amount of those Restricted
Subsidiaries which have been designated as Unrestricted Subsidiaries (reduced by
the Attributable Amount of those Unrestricted Subsidiaries which have been
redesignated as Restricted Subsidiaries) pursuant to Section 8.11, in each case
during the current fiscal quarter and the three immediately preceding fiscal
quarters, does not exceed 30% of Pro-forma Consolidated Annualized Operating
Cash Flow, and (b) which, when taken together with the Attributable Amount of
all other Cash Flow Producing Assets disposed of in reliance on this sentence
and the Attributable Amount of those Restricted Subsidiaries which have been
designated as Unrestricted Subsidiaries (reduced by the Attributable Amount of
those Unrestricted Subsidiaries which have been redesignated as Restricted
Subsidiaries) pursuant to Section 8.11, in each case since January 24, 1995,
does not exceed 50% of Pro-forma Consolidated Annualized Operating Cash Flow, in
each case excluding therefrom the Attributable Amount relating to the
disposition of those Cash Flow Producing Assets for which the Company shall have
used the Net Cash Proceeds thereof to acquire Cash Flow Producing Assets. For
purposes of the foregoing, Pro-forma Consolidated Annualized Operating Cash Flow
shall in each case be determined without giving effect to the disposition in
respect of which the tests set forth in clauses (a) and (b) of the preceding
sentence are being applied. The Company and the Restricted Subsidiaries shall,
in connection with any disposition permitted by this Section, comply with their
obligations under Section 3.02(b)(ii).

                  SECTION 9.04. Restricted Payments. The Company will not, and
will not permit any Subsidiary to, pay or declare dividends (exclusive of stock
dividends and cash dividends paid by the Subsidiaries to the Company or to
Restricted Subsidiaries) or redeem or acquire, directly or indirectly, any of
the stock of the Company or such Subsidiary or any warrant or option to



                                       43
<PAGE>   50



purchase any of such stock (any of the foregoing, a "Restricted Payment") during
any fiscal year in an aggregate amount equal to the greater of (a) $25,000,000
or (b) 5% of Pro-forma Consolidated Annualized Operating Cash Flow determined as
of the Company's most recent fiscal year end if at the time of each such
Restricted Payment, and after giving effect thereto on a pro-forma basis as if
each Restricted Payment had occurred on the first day of the fiscal quarter most
recently ended, the Leverage Ratio would exceed 5.0 to 1.0.

                  SECTION 9.05. Limitation on Margin Stock. The Company will not
and will not permit any Restricted Subsidiary to own or acquire Margin Stock
such that at any time (i) Margin Stock of the Company and its Restricted
Subsidiaries other than stock of Unrestricted Subsidiaries represents more than
40% of the value of the assets of the Company and its Subsidiaries on a
consolidated basis that would be subject to Section 9.01 or Section 9.03 but for
the exclusion of Excess Margin Stock from the restrictions of such Sections.

                  SECTION 9.06. Loans and Advances to and Investments in
Unrestricted Subsidiaries. At any time when (a) the Company shall not have
outstanding Index Debt that is investment grade rated by two of Moody's, S&P and
Fitch and (b) the Leverage Ratio exceeds (or would exceed on a pro forma basis
after giving effect to a transaction of the sort referred to in this Section
9.06 as if it had occurred at the beginning of any relevant quarter) 5.5 to 1.0,
the Company will not and will not permit any Restricted Subsidiary to make any
loan or advance to, or make any capital contribution to or other investment in,
any Unrestricted Subsidiary unless (i) in the case of a loan, advance or other
investment, such loan, advance or other investment is on terms which are no less
favorable to the Company or such Restricted Subsidiary, as the case may be, than
would obtain in a comparable arm's length transaction with an unaffiliated
Person, and (ii) in each case at the time of the making of any such loan,
advance, capital contribution or investment no Default or Event of Default has
occurred and is continuing and after giving effect to such loan, advance,
capital contribution or investment no Default or Event of Default would occur.

                  SECTION 9.07. Transactions with Affiliates. The Company will
not, and will not permit any Restricted Subsidiary to, directly or indirectly
enter into any transaction or series of transactions, whether or not in the
ordinary course of business, with any Affiliate other than (a) transactions with
the Company or one or more Subsidiaries that are otherwise permitted by this
Agreement, (b) transactions on terms and conditions substantially as favorable
to the Company or such Restricted Subsidiary as would be obtainable by the
Company or such Restricted Subsidiary at the time in comparable arm's length
transactions with persons other than Affiliates, (c) transactions involving the
Company and its Restricted Subsidiaries exclusively and (d) any executive or
employee incentive or compensation plan, contract or other arrangement
(including any loans or extensions of credit in connection therewith) if such
plan, contract or arrangement is approved either by the stockholders of the
Company (in accordance with such voting requirements as may be applicable) or by
the Board of Directors of the Company at a meeting at which a quorum of
disinterested directors is present.



                                       44
<PAGE>   51



                                    ARTICLE X

                                Events of Default

                  Upon (i) the occurrence of any Event of Default specified in
Sections 10.10, 10.11, 10.12 or 10.13, (x) the unpaid principal amount of, and
all accrued but unpaid interest on, all Loans outstanding (including all
Discretionary Loans) and any other amounts payable hereunder shall automatically
become immediately due and payable without presentment, demand, protest, notice
of intent to accelerate or other notice of any kind to the Company, all of which
are hereby expressly waived and (y) the obligation of the Banks to make Loans
hereunder shall immediately terminate and (ii) the occurrence and during the
continuance of any other Event of Default and upon the written request of the
Majority Banks, the Administrative Agent shall, by notice to the Company, (x)
declare the obligation of the Banks to make Loans hereunder to be immediately
terminated, and the same shall forthwith be terminated, and/or (y) declare all
Loans then outstanding (including all Discretionary Loans) and any other amount
payable hereunder to be, and the same shall forthwith become, immediately due
and payable without presentment, demand, protest, notice of intent to accelerate
or other notice of any kind to the Company, all of which are hereby expressly
waived.

                  SECTION 10.01. Failure To Pay Principal or Interest. The
Company does not pay or prepay any principal of any Loan on the date due
(whether at stated maturity, by acceleration, by notice of prepayment, under
Section 2.01, 3.01 or 3.02 or otherwise) or the Company does not pay or prepay
any interest on any Loan (i) on or before five days after actual receipt of oral
or written notice from the Administrative Agent, or the applicable Bank with
respect to any Discretionary Loan, as to the amount of interest due, but in no
event shall the Company be required to pay or prepay any such interest prior to
the date due, or (ii) within 10 days after the due date thereof if no notice is
actually received by the Company from the Administrative Agent with respect to
the amount of interest due; or

                  SECTION 10.02. Failure To Pay Other Sums. The Company does not
pay any sums (other than payments of principal and interest on any Loan covered
by Section 10.01) payable to the Administrative Agent or any Bank under the
terms of this Agreement within 10 days after the date due (or, in the case of
the Commitment Fees or the Utilization Fee payable to the Administrative Agent,
the Commitment Fees or the Utilization Fee for the account of each Bank pursuant
to Section 4.01, 10 days after written notice of nonpayment has been received by
the Company from the Administrative Agent or any Bank); or

SECTION 10.03.  Failure To Pay Other Debt.
(i) The Company or any Restricted Subsidiary does not pay when due any other
Debt of the Company or any Restricted Subsidiary, the outstanding amount of
which exceeds, singularly or in the aggregate, $25,000,000 in respect of which
any applicable grace period has expired; (ii) the Company or any Restricted
Subsidiary shall otherwise default under any other Debt of the Company or any
Restricted Subsidiary, the outstanding amount of which exceeds, singularly or
in the aggregate, $25,000,000, in respect of which any applicable notice has
been given and such Debt has been declared due prior to any maturity thereof,
provided that, during the continuance of any applicable grace period with
respect thereto, such event shall constitute a Default (but not an Event of
Default) hereunder; or (iii) an Event of Default shall occur and be continuing
under the Facility A Agreement; or



                                       45
<PAGE>   52
                  SECTION 10.04. Misrepresentation or Breach of Warranty. (i)
Any representation or warranty made by the Company herein when made or deemed
made by the Company pursuant hereto shall be incorrect in any material respect
or (ii) any other information (other than projections and similar
forward-looking information) provided by the Company pursuant to this Agreement
after the date hereof, shall, when made, include any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they are made, not
materially misleading; or

                  SECTION 10.05. Violation of Certain Covenants. The Company
violates any covenant, agreement or condition contained in Article V or Section
8.01 or Section 8.02(d) or Article IX; or

                  SECTION 10.06. Violation of Other Covenants, etc. The Company
violates any other covenant, agreement or condition contained herein and such
violation shall not have been remedied within 30 days after written notice has
been received by the Company from the Administrative Agent or any Bank; or

                  SECTION 10.07. Undischarged Judgment. Final judgment for the
payment of money in excess of $15,000,000 shall be rendered against the Company
or any Restricted Subsidiary and the same shall remain undischarged for a period
of 30 days during which period execution shall not be effectively stayed; or

                  SECTION 10.08. ERISA. (a) A "reportable event" (as such term
is defined in Section 4043 of ERISA) shall have occurred with respect to any
Plan and within 30 days after the reporting of any such reportable event to the
Administrative Agent, the Administrative Agent shall have notified the Company
in writing that the Majority Banks have made a determination that, on the basis
of such reportable event, there is a substantial likelihood that such Plan will
be terminated by the PBGC or (b) the PBGC has instituted proceedings to
terminate any Plan and the effect of either of the foregoing would reasonably be
expected to have a Materially Adverse Effect.

                  SECTION 10.09. Change of Control. A Change of Control shall
have occurred.

                  SECTION 10.10. Assignment for Benefit of Creditors or
Nonpayment of Debts. The Company or any Restricted Subsidiary makes an
assignment for the benefit of creditors or is generally not paying its debts as
such debts become due; or

                  SECTION 10.11. Voluntary Bankruptcy. The Company or any
Restricted Subsidiary petitions or applies to any tribunal for or consents to
the appointment of, or taking possession by, a trustee, receiver, custodian,
liquidator or similar official, of the Company or any Restricted Subsidiary, or
of any substantial part of the assets of the Company or any Restricted
Subsidiary, or commences any case or proceedings relating to the Company or any
Restricted Subsidiary under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or other liquidation law of any
jurisdiction; or

                  SECTION 10.12. Involuntary Bankruptcy. An involuntary
proceeding is commenced or an involuntary petition is filed in a court of
competent jurisdiction seeking (i) relief in respect of the Company or any
Restricted Subsidiary, or of a substantial part of the property or assets of the
Company or a Restricted Subsidiary, under Title 11 of the United States



                                       46
<PAGE>   53



Code, as now constituted or hereafter amended, or any other Federal or state
bankruptcy, insolvency, receivership or similar law or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
the Company or any Restricted Subsidiary or for a substantial part of the
property or assets of the Company or Restricted Subsidiary; and such proceeding
or petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered; or

                  SECTION 10.13. Dissolution. Any order is entered in any
proceeding against the Company or any Restricted Subsidiary decreeing the
dissolution or split-up of the Company or such Restricted Subsidiary, and such
order remains unstayed and in effect for 60 days.


                                   ARTICLE XI

                      Modifications, Amendments or Waivers

                  Any of the provisions of this Agreement may from time to time
be modified or amended by, or waived with the written consent of, the Majority
Banks; provided that no such waiver, modification or amendment may be made which
will:

                  (a) Reduce or increase the amount or alter the term of the
         Commitment of any Bank hereunder, other than as permitted by Section
         4.02, without the prior written consent of such Bank; or

                  (b) Extend the stated maturity of or the time for payment of
         interest on any Loan or the time for payment of any fee, or waive an
         Event of Default with respect to payment of any principal, interest, or
         fee, or reduce the principal amount of or the rate of interest on any
         Loan, or reduce the amount of any fee, or otherwise affect the terms of
         payment of any such fee, without the prior written consent of each
         affected Bank; or

                  (c) Change the definition of Majority Banks without the prior
         written consent of all the Banks; or

                  (d) Waive, modify or amend the provisions of this Article XI,
         Section 13.07(a) or any other provision of this Agreement requiring the
         ratable distribution of payments among the Banks without the prior
         written consent of all the Banks; or

                  (e) Waive, modify or amend the provisions of Article XII
         without the prior written consent of the Administrative Agent and the
         Majority Banks.

                  No failure or delay on the part of the Administrative Agent or
any Bank in exercising any right, power or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy or any abandonment or discontinuance of steps to enforce such a
power, right or remedy preclude any other or further exercise thereof or the
exercise of any other power, right or remedy hereunder. The remedies provided
for in this Agreement are cumulative and not exclusive of any remedies provided
by law or in equity. No modification or waiver of any provision of this
Agreement or consent to any departure by the Company therefrom shall in any
event be effective unless the same shall be in writing, and then such waiver or
consent shall be effective only in the



                                       47
<PAGE>   54



specific instance and for the purpose for which given. No notice to or demand on
the Company in any case shall entitle the Company to any other or further notice
or demand in similar or other circumstances.


                                   ARTICLE XII

                            The Administrative Agent

                  SECTION 12.01. Appointment of Administrative Agent. Each of
the Banks irrevocably appoints and authorizes the Administrative Agent to act on
its behalf under this Agreement, and to exercise such powers hereunder as are
specifically delegated to or required of the Administrative Agent by the terms
hereof, together with such powers as may be reasonably incidental thereto. As to
any matters not expressly provided for by this Agreement, the 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 the Majority
Banks, and such instructions shall be binding upon all Banks; provided, however,
that the Administrative Agent shall not be required to take any action which
exposes the Administrative Agent to personal liability or which is contrary to
this Agreement or applicable law.

                  SECTION 12.02. Indemnification of Administrative Agent. The
Administrative Agent shall not be required to take any action hereunder or to
prosecute or defend any suit in respect of this Agreement, unless indemnified to
its reasonable satisfaction by the Banks against loss, cost, liability and
expense. If any indemnity furnished to the Administrative Agent shall become
impaired, it may call for additional indemnity and cease to do the acts
indemnified against until such additional indemnity is given. In addition, the
Banks agree to indemnify the Administrative Agent (to the extent not reimbursed
by the Company), ratably according to the respective principal amounts
(determined in its Dollar equivalent with respect to any such amounts that
represent Alternate Currency Loans outstanding) of the Loans then held by each
of them (or if no Loans are at the time outstanding, ratably according to the
respective amounts of their Commitments), 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 the Administrative Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Administrative Agent under this Agreement, provided that no Bank shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent's gross negligence or wilful misconduct.

                  SECTION 12.03. Limitation of Liability. Neither the
Administrative Agent nor any of its directors, officers, employees, attorneys or
agents shall be liable for any action taken or omitted by it or them hereunder,
or in connection herewith, (i) with the consent or at the request of the
Majority Banks, or (ii) in the absence of its or their own gross negligence or
wilful misconduct. Without limitation of the generality of the foregoing (but
subject to the immediately preceding clause (ii)), the Administrative Agent: (v)
may consult with legal counsel (including Counsel for the Company), 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; (w) makes no warranty or
representation to any Bank and shall not be responsible to any Bank for any
statements, warranties or representations


                                       48
<PAGE>   55



made in or in connection with this Agreement; (x) 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 to inspect the Property (including
the books and records) of the Company; (y) shall not be responsible to any Bank
for the due execution, legality, validity, enforceability and genuineness of
this Agreement, or any other instrument or document furnished pursuant hereto;
and (z) shall incur no liability under or in respect of the Agreement by acting
upon any notice or consent (whether oral or written and whether by telephone,
telegram, cable or facsimile), certificate or other instrument or writing (which
may be by telegram, cable or facsimile) believed by it to be genuine and
communicated, signed or sent by the proper Person or Persons.

                  SECTION 12.04. Independent Credit Decision. Each Bank agrees
that it has relied solely upon its independent review of the financial
statements of the Company and all other representations and warranties made by
the Company herein or otherwise in making the credit decisions preliminary to
entering into this Agreement and agrees that it will continue to rely solely
upon its independent review of the facts and circumstances of the Company in
making future decisions with respect to this Agreement and the Loans. Each Bank
agrees that it has not relied and will not rely upon the Administrative Agent or
any other Bank respecting the ability of the Company to perform its obligations
pursuant to this Agreement.

                  SECTION 12.05. Rights of Chase Texas. With respect to its
Commitment (including, without limitation, its Alternate Currency Commitment)
and the Loans made by it, Chase Texas shall have the same rights and powers
under this Agreement as any other Bank and may exercise the same as though it
were not the Administrative Agent; and the term "Bank" or "Banks" shall, unless
otherwise expressly indicated, include Chase Texas in its individual capacity.
Chase Texas 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 Company, any of the Subsidiaries and any Person or entity who may do
business with or own securities of any of them or of their subsidiaries, all as
if Chase Texas were not the Administrative Agent and without any duty to account
therefor to the Banks.

                  SECTION 12.06. Successor to the Administrative Agent. The
Administrative Agent may resign at any time as Administrative Agent under this
Agreement, by giving 30 days' prior written notice thereof to the Banks and the
Company and may be removed as Administrative Agent under this Agreement, at any
time with or without cause by the Company and the Majority Banks. Upon any such
resignation or removal, the Company (with the consent of the Majority Banks)
shall have the right to appoint a successor Administrative Agent thereunder. If
no successor Administrative Agent shall have been so appointed by the Company
(with the consent of the Majority Banks), and shall have accepted such
appointment, within 30 days after the retiring Administrative Agent's giving of
notice of resignation or the Majority Banks' removal of the retiring
Administrative Agent, then the retiring Administrative Agent may, on behalf of
the Banks, 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 $100,000,000. Upon
the acceptance of any appointment as Administrative Agent under this Agreement
by a successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent's resignation



                                       49
<PAGE>   56



or removal as Administrative Agent under this Agreement, the provisions of this
Article XII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.


                                  ARTICLE XIII

                                  Miscellaneous

                  SECTION 13.01. Payment of Expenses. Any provision hereof to
the contrary notwithstanding, and whether or not the transactions contemplated
by this Agreement shall be consummated, the Company agrees to pay on demand (i)
all reasonable costs and expenses of the Administrative Agent and the Banks or
any Bank in connection with the preparation, execution and delivery of this
Agreement and all amendments hereto (including, without limitation, waivers
hereunder and workouts with respect to Loans hereunder) and the other
instruments and documents to be delivered hereunder or with respect to any
amendment hereto, including, without limitation, the reasonable fees and
out-of-pocket expenses of any counsel for the Administrative Agent and the Banks
or any Bank with respect thereto; provided, however, that so long as no Default
or Event of Default has occurred and is continuing, such reasonable counsel
expenses shall be limited to the reasonable expenses of one counsel for the
Administrative Agent, (ii) all reasonable increases in costs and expenses of the
Administrative Agent and the Banks or any Bank (including reasonable counsel
fees and expenses, including reasonable allocated costs of in-house legal
counsel to the Administrative Agent or any Bank), if any, in connection with the
administration of this Agreement after the occurrence of a Default or Event of
Default and so long as the same is continuing and (iii) all reasonable costs and
expenses of the Administrative Agent and the Banks or any Bank (including
reasonable counsel fees and expenses, including reasonable allocated costs of
in-house legal counsel to the Administrative Agent or any Bank), if any, in
connection with the enforcement of this Agreement and the other instruments and
documents to be delivered hereunder. The obligations of the Company under this
Section 13.01 shall survive the termination of this Agreement and the payment of
the obligations hereunder.

                  SECTION 13.02. Notices. The Administrative Agent or any Bank
giving consent or notice to the Company provided for hereunder (other than in
connection with any Discretionary Loans), shall notify each Bank and the
Administrative Agent thereof. In the event that any Bank shall transfer any Loan
in accordance with Section 13.07(c), it shall immediately so advise the
Administrative Agent which shall be entitled to assume conclusively that no
transfer of any Loan has been made by any Bank unless and until the
Administrative Agent receives written notice to the contrary. Except as
otherwise specifically permitted by this Agreement with respect to oral Notices
of Conventional Borrowings, oral Notices of Alternate Currency Borrowings or
oral notices regarding the payment of interest under Section 10.01, notices and
other communications provided for herein shall be in writing (including
telegraphic, facsimile or cable communication) and shall be delivered, mailed,
telegraphed, transmitted or cabled addressed to the addresses set forth on
Exhibit 13.02 attached hereto (or, as to the Company or the Administrative
Agent, at such other address as shall be designated by such party to the other
parties in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Company and the Administrative Agent). All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement
shall be deemed to have been given upon receipt or if sent by registered or
certified



                                       50
<PAGE>   57



mail four Business Days after being duly posted, in each case addressed to such
party as provided in this Section 13.02 or in accordance with the latest
unrevoked direction from such party, except for Notices of Conventional
Borrowings, Notices of Alternate Currency Borrowings and notices of prepayments
of Loans hereunder, which shall be deemed to have been given when received by
the Administrative Agent, and except for notices from the Administrative Agent
to the Company under Section 10.01 with respect to the amount of accrued and
unpaid interest due on the Loans, which shall be deemed to have been given when
received by the Company. The Administrative Agent and the Banks may at any time
waive any requirement for notice hereunder.

                  SECTION 13.03. Setoff. If one or more Events of Default as
defined herein shall occur, any Bank or commercial bank which is owed any
obligation hereunder (a "Depositary") shall have the right, in addition to all
other rights and remedies available to it, and is hereby authorized, to the
extent permitted by applicable law, at any time and from time to time, without
notice to the Company (any such notice being hereby expressly waived by the
Company), to setoff and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness (whether
or not then due and payable) at any time owing by the Depositary to or for the
credit or the account of the Company, against any and all of the obligations of
the Company now or hereafter existing under this Agreement irrespective of
whether or not the Depositary shall have made any demand for satisfaction of
such obligations and although such obligations may be unmatured. Each Depositary
agrees to notify the Company and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice shall
not affect the validity of such setoff and application. The rights of each
Depositary under this Section are in addition to other rights and remedies
(including, without limitation, other rights of setoff which such Depositary may
have hereunder or under any applicable law). Each Depositary agrees that (i) if
it shall exercise any such right of banker's lien, setoff, counterclaim or
similar right pursuant hereto, it will apply the proceeds thereof to the payment
of Loans outstanding hereunder and (ii) if it shall through the exercise of a
right of banker's lien, setoff, counterclaim or otherwise obtain payment of a
proportion of the Loans held by it in excess of the proportion of the Loans of
each of the other Depositaries being paid simultaneously, it shall be deemed to
have simultaneously purchased from each other Depositary a participation in the
Loans owed to such other Depositaries so that the amount of unpaid Loans and
participations therein held by all Depositaries shall be proportionate to the
original principal amount of the Loans owed to them; provided that, for purposes
of this Section 13.03, the equivalent in Dollars of any Alternate Currency or
the equivalent in any Alternate Currency of Dollars received hereunder, shall be
determined in accordance with Section 2.05(a); and in each case it shall
promptly remit to each such Depositary the amount of the participation thus
deemed to have been purchased. The Company expressly consents to the foregoing
arrangements, and in furtherance thereof, agrees that at such time as an Event
of Default hereunder has occurred, the Administrative Agent shall provide to
each Bank a schedule setting forth the Commitment (including and describing as a
separate item the Alternate Currency Commitment) of each Bank hereunder to
permit each Bank to correctly determine the portion which its Commitment
hereunder bears to the aggregate of all Commitments hereunder. If all or any
portion of any such excess payment is thereafter recovered from the Depositary
which received the same, the purchase provided for herein shall be deemed to
have been rescinded to the extent of such recovery, without interest.

                  SECTION 13.04. INDEMNITY AND JUDGMENTS. (A) THE COMPANY AGREES
TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH OF THE BANKS AND EACH OF THEIR



                                       51
<PAGE>   58



CONTROLLING PERSONS AND AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS AND ADVISORS FROM AND HOLD EACH HARMLESS
AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES
INCURRED BY ANY OF THE FOREGOING PERSONS (COLLECTIVELY, THE "INDEMNIFIED
LIABILITIES"), INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES,
SETTLEMENT COSTS, COURT COSTS AND OTHER LEGAL EXPENSES, ARISING OUT OF OR BY
REASON OF ANY PARTICIPATION IN, OR ANY ACTION OR OMISSION IN CONNECTION WITH
THIS AGREEMENT OR ANY LOAN BY A BANK HEREUNDER OR ANY INVESTIGATION, LITIGATION
OR OTHER PROCEEDINGS BROUGHT OR THREATENED RELATING THERETO, OR TO ANY USE OR
PROPOSED USE TO BE MADE BY THE COMPANY OR ANY SUBSIDIARY OF THE LOANS AND TO THE
EXTENT THAT THE INDEMNIFIED LIABILITIES ARISE OUT OF OR BY REASON OF CLAIMS MADE
BY PERSONS OTHER THAN THE ADMINISTRATIVE AGENT OR ANY BANK; PROVIDED THAT NO
SUCH PERSON SHALL BE ENTITLED TO BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY
PORTION OF INDEMNIFIED LIABILITIES RESULTING FROM OR BY REASON OF THE GROSS
NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PERSON.

                  (B) IF FOR THE PURPOSES OF OBTAINING JUDGMENT IN ANY COURT IT
IS NECESSARY TO CONVERT A SUM DUE HEREUNDER IN AN ALTERNATE CURRENCY INTO
DOLLARS, THE PARTIES HERETO AGREE, TO THE FULLEST EXTENT THAT THEY MAY
EFFECTIVELY DO SO, THAT THE RATE OF EXCHANGE USED SHALL BE THE RATE OF EXCHANGE
DETERMINED IN ACCORDANCE WITH SECTION 2.05(A) TWO BUSINESS DAYS PRIOR TO THE
DATE ON WHICH FINAL JUDGMENT IS GIVEN.

                  (C) THE OBLIGATION OF THE COMPANY IN RESPECT OF ANY SUM DUE IN
ANY ALTERNATE CURRENCY FROM IT TO ANY BANK OR THE ADMINISTRATIVE AGENT HEREUNDER
SHALL, NOTWITHSTANDING ANY JUDGMENT IN A CURRENCY (THE "JUDGMENT CURRENCY")
OTHER THAN THE CURRENCY IN WHICH SUCH SUM IS STATED TO BE DUE HEREUNDER (THE
"AGREEMENT CURRENCY"), BE DISCHARGED ONLY TO THE EXTENT THAT ON THE BUSINESS DAY
FOLLOWING RECEIPT BY SUCH BANK OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE)
OF ANY SUM ADJUDGED TO BE SO DUE IN THE JUDGMENT CURRENCY, SUCH BANK OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) MAY, IN ACCORDANCE WITH NORMAL BANKING
PROCEDURES IN THE RELEVANT JURISDICTION PURCHASE THE AGREEMENT CURRENCY WITH THE
JUDGMENT CURRENCY; IF THE AMOUNT OF THE AGREEMENT CURRENCY SO PURCHASED IS LESS
THAN THE SUM ORIGINALLY DUE TO SUCH BANK OR THE ADMINISTRATIVE AGENT (AS THE
CASE MAY BE) IN THE AGREEMENT CURRENCY, THE COMPANY AGREES, AS A SEPARATE
OBLIGATION AND NOTWITHSTANDING ANY SUCH JUDGMENT, TO INDEMNIFY SUCH BANK OR THE
ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AGAINST SUCH LOSS, AND IF THE AMOUNT
OF THE AGREEMENT CURRENCY SO PURCHASED EXCEEDS THE SUM ORIGINALLY DUE TO ANY
BANK OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) IN THE AGREEMENT CURRENCY,
SUCH BANK OR THE ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AGREES TO REMIT TO
THE COMPANY SUCH EXCESS. THE OBLIGATIONS OF THE COMPANY CONTAINED IN THIS
SECTION 13.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF
ALL OTHER AMOUNTS OWING HEREUNDER.

                  SECTION 13.05. Interest. Anything in this Agreement to the
contrary notwithstanding, the Company shall never be required to pay unearned
interest on any Loan and shall never be required to pay interest on any Loan at
a rate in excess of the Highest Lawful Rate, and if the effective rate of
interest which would otherwise be payable under this Agreement would exceed the
Highest Lawful Rate, or if any Bank shall receive any unearned interest or shall
receive monies that are deemed to constitute interest which would increase the
effective rate of interest payable under this Agreement to a rate in excess of
the Highest Lawful Rate, then (i) in lieu of the amount of interest which would
otherwise be payable under this Agreement, the Company shall pay the Highest
Lawful Rate, and (ii) any unearned interest paid by the Company or any interest
paid by the Company in excess of the Highest Lawful Rate shall be credited on
the principal of such Loan, and, thereafter,



                                       52
<PAGE>   59



refunded to the Company. It is further agreed that, without limitation of the
foregoing, all calculations of the rate of interest contracted for, charged or
received by any Bank under this Agreement that are made for the purpose of
determining whether such rate exceeds the Highest Lawful Rate applicable to such
Bank (such Highest Lawful Rate being such Bank's "Maximum Permissible Rate"),
shall be made, to the extent permitted by usury laws applicable to such Bank
(now or hereafter enacted), by amortizing, prorating and spreading in equal
parts during the period of the full stated term of the Loans all interest at any
time contracted for, charged or received by such Bank in connection therewith.
If at any time and from time to time (y) the amount of interest payable to any
Bank on any date shall be computed at such Bank's Maximum Permissible Rate
pursuant to this Section 13.05 and (z) in respect of any subsequent interest
computation period the amount of interest otherwise payable to such Bank would
be less than the amount of interest payable to such Bank computed at such Bank's
Maximum Permissible Rate, then the amount of interest payable to such Bank in
respect of such subsequent interest computation period shall continue to be
computed at such Bank's Maximum Permissible Rate until the total amount of
interest payable to such Bank shall equal the total amount of interest which
would have been payable to such Bank if the total amount of interest had been
computed without giving effect to this Section.

                  SECTION 13.06. GOVERNING LAW; SUBMISSION TO JURISDICTION;
VENUE. (A) THIS AGREEMENT AND OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH
SHALL BE DEEMED TO BE CONTRACTS AND AGREEMENTS EXECUTED BY THE COMPANY, THE
ADMINISTRATIVE AGENT AND THE BANKS UNDER THE LAWS OF THE STATE OF NEW YORK AND
OF THE UNITED STATES AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH,
AND GOVERNED BY, THE LAWS OF SAID STATE AND OF THE UNITED STATES. WITHOUT
LIMITATION OF THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO
CONSTITUTE A WAIVER OF ANY RIGHTS WHICH ANY BANK MAY HAVE UNDER APPLICABLE
FEDERAL LAW RELATING TO THE AMOUNT OF INTEREST WHICH SUCH BANK MAY CONTRACT FOR,
TAKE, RECEIVE OR CHARGE IN RESPECT OF ANY LOANS, INCLUDING ANY RIGHT TO TAKE,
RECEIVE, RESERVE AND CHARGE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE
STATE WHERE SUCH BANK IS LOCATED. TO THE EXTENT THAT TEXAS LAW IS APPLICABLE TO
THE DETERMINATION OF THE HIGHEST LAWFUL RATE OR A MAXIMUM PERMISSIBLE RATE, THE
PROVISIONS OF CHAPTER 15 OF SUBTITLE 3, TITLE 79, OF THE REVISED CIVIL STATUTES
OF TEXAS, 1925, AS AMENDED, SHALL NOT APPLY TO THIS AGREEMENT. ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE
STATE OF NEW YORK SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE
SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE COMPANY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE
AFORESAID COURTS. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE COMPANY AT ITS ADDRESS FOR NOTICES PURSUANT TO SECTION 13.02,
SUCH SERVICE TO BECOME EFFECTIVE 15 DAYS AFTER SUCH MAILING. NOTHING HEREIN
SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY BANK TO SERVE PROCESS
IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

                  (B) THE COMPANY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR
PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (A) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



                                       53
<PAGE>   60



                  SECTION 13.07. Survival of Representations and Warranties;
Binding Effect; Assignment. (a) All representations, warranties and covenants
contained herein or made in writing by the Company in connection herewith shall
survive the execution and delivery of this Agreement, and will bind and inure to
the benefit of the respective successors and assigns of the parties hereto,
whether so expressed or not. This Agreement shall become effective when it shall
have been executed by the Company, the Administrative Agent and each of the
Banks, and thereafter shall be binding upon and inure to the benefit of the
Company, the Administrative Agent and the Banks and their respective successors
and assigns, except that the Company shall not have the right to assign its
rights or obligations hereunder or any interest herein without the prior written
consent of each Bank.

                  (b) Each Bank may grant participations to one or more other
banks or other Persons in or to all or any part of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Commitment) pursuant to such participation agreements and certificates as are
customary in the banking industry; provided, however, that (i) such Bank's
obligations under this Agreement (including, without limitation its Commitment
to the Company hereunder) shall remain unchanged, (ii) such Bank shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Company, the Administrative Agent and the other Banks
shall continue to deal solely and directly with such Bank in connection with
such Bank's rights and obligations under this Agreement, including without
limitation, such Bank's rights under Article XI hereof. In connection with any
such participation, each Bank may deliver such financial information concerning
the Company and its Subsidiaries to permit such participant to make an informed
and independent credit decision concerning such participation; provided,
however, each such Bank shall obtain from each such participant an agreement to
the effect that all such information delivered to it in connection with such
participation shall be considered confidential and shall not be further
distributed or delivered to any other Person except any regulatory body having
jurisdiction over such participant or to any director, officer, employee,
Affiliate or representative (including accountants and attorneys acting for such
participants) or as may otherwise be required by legal process or applicable
law, rules and regulations. Upon request of the Company, each Bank shall give
prompt notice to the Company of each such participation to banks or other
Persons that are not Affiliates of such Bank identifying each such participant
and the interest acquired by each such participant. This Agreement shall not be
construed so as to confer any right or benefit upon any Person, including,
without limitation, any Person acquiring a participation in any Loan, other than
the parties to this Agreement, except that any Person acquiring a participation
shall be entitled to the benefits conferred upon the Banks by Section
2.01(f)-(g) (provided that the cost to the Company is not in excess of what such
cost would have been had such participation not been granted).

                  (c) Subject (except in the case of assignments to Banks or
Affiliates of the Banks) to the prior written consent of the Company (which
consent shall not be unreasonably withheld) and written acknowledgment of the
Administrative Agent, each Bank may assign to a bank or other Person a portion
of its rights and obligations under this Agreement (including, without
limitation, a portion of its Commitment); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all of the
assigning Bank's rights and obligations under this Agreement and shall be in an
amount equal to or greater than $15,000,000 of the assigning Bank's Commitment
(except in the case of assignments to Banks or Affiliates of any Bank or unless
otherwise agreed by the Company), and


                                       54
<PAGE>   61



(ii) the parties to each such assignment shall execute and deliver to the
Administrative Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance in substantially the form of Exhibit 13.07(c) attached
hereto (the "Assignment and Acceptance"), together with a processing and
recordation fee of $2,000 (except in the case of assignments to Banks or
Affiliates of any Bank); provided, however, that such recordation fee shall not
be payable if such transfer is made pursuant to Sections 2.01(e) or (g)(vi).
Upon such execution, delivery, acceptance and recording, from and after the
effective date specified in each Assignment and Acceptance, which effective date
shall be the date on which such Assignment and Acceptance is accepted by the
Administrative Agent, (x) the assignee thereunder shall be a party hereto and,
to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a
Bank under this Agreement and (y) the Bank assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Bank's rights
and obligations under this Agreement, such Bank shall cease to be a party
hereto).

                  (d) Notwithstanding anything to the contrary contained herein,
any Bank (a "Granting Bank") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Bank to
the Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Bank would otherwise be obligated
to make to the Borrower pursuant to this Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan and (ii) if an
SPC elects not to exercise such option or otherwise fails to provide all or any
part of such Loan, the Granting Bank shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Bank to the same extent, and as if, such
Loan were made by such Granting Bank. Each party hereto hereby agrees that no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Bank). In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPC, it will not institute against, or
join any other person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the
laws of the United States of any State thereof. In addition, notwithstanding
anything to the contrary contained in this Section 13.07(d), any SPC may (i)
with notice to, but without the prior written consent of, the Borrower and the
Administrative Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loan to the Granting Bank or to any
financial institutions (consented to by the Borrower and Administrative Agent)
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC. This Section may not be amended without the
written consent of the SPC.

                  (e) By executing and delivering an Assignment and Acceptance,
the Bank assignor thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) other than as
provided in such Assignment and Acceptance, such assigning Bank makes no
representation or warranty and assumes no responsibility with respect to any



                                       55
<PAGE>   62



statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any other instrument or document furnished pursuant
thereto, (ii) such assigning Bank makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the performance or observance by the Company of any of its respective
obligations under this Agreement, (iii) such assignee confirms that it has
received a copy of this Agreement, together with copies of the financial
statements referred to in Sections 6.02 and 8.02 and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance, (iv) such assignee will,
independently and without reliance upon the Administrative Agent, such assigning
Bank or any other Bank and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this Agreement, (v) such assignee appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto, and (vi) such assignee agrees that it will
perform in accordance with its terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Bank.

                  (f) The Administrative Agent shall maintain at its address
referred to in Section 13.02 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recordation of the names and
addresses of the Banks and the Commitment of, and principal amount of the Loans
owing to, each Bank from time to time (the "Register"). The entries in the
Register shall be conclusive and binding for all purposes, absent manifest
error, and the Company, the Administrative Agent and the Banks may treat each
Person whose name is recorded in the Register as a Bank hereunder for all
purposes of this Agreement. The Register shall be available for inspection by
the Company or any Bank at any reasonable time and from time to time upon
reasonable prior notice.

                  (g) Upon its receipt of an Assignment and Acceptance executed
by an assigning Bank, the Administrative Agent shall, if such Assignment and
Acceptance has been completed and is in substantially the form of Exhibit
13.07(c) attached hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Company.

                  (h) Notwithstanding any other provision in this Agreement, any
Bank may at any time, without the consent of the Company, assign all or any
portion of its rights under this Agreement (including, without limitation, the
Loans) in favor of any Federal Reserve Bank in accordance with Regulation A of
the Board of Governors of the Federal Reserve System; provided that no such
assignment shall release a Bank from any of its obligations hereunder or
substitute any such Federal Reserve Bank for such Bank as a party hereto. In
order to facilitate such an assignment to a Federal Reserve Bank, the Company
shall, at the request of the assigning Bank, duly execute and deliver to the
assigning Bank a promissory note or notes evidencing the Loans made to the
Company by the assigning Bank hereunder.

                  SECTION 13.08. Counterparts. This Agreement may be executed in
several counterparts, and by the parties hereto on separate counterparts. When
counterparts executed by all the parties shall have been delivered to the
Administrative Agent, this Agreement shall become effective, and at such time
the Administrative Agent shall notify the Company and each Bank. Each



                                       56
<PAGE>   63



counterpart, when so executed and delivered, shall constitute an original
instrument, and all such separate counterparts shall constitute but one and the
same instrument.

                  SECTION 13.09. Severability. Should any clause, sentence,
paragraph or section of this Agreement be judicially declared to be invalid,
unenforceable or void, such decision will not have the effect of invalidating or
voiding the remainder of this Agreement, and the parties hereto agree that the
part or parts of this Agreement so held to be invalid, unenforceable or void
will be deemed to have been stricken herefrom and the remainder will have the
same force and effectiveness as if such part or parts had never been included
herein.

                  SECTION 13.10. Descriptive Headings. The section headings in
this Agreement have been inserted for convenience only and shall be given no
substantive meaning or significance whatever in construing the terms and
provisions of this Agreement.

                  SECTION 13.11. Representation of the Banks. Each Bank hereby
represents and warrants that it is not relying upon any Margin Stock as
collateral in extending or maintaining the credit to the Company represented by
this Agreement.

                  SECTION 13.12. FINAL AGREEMENT OF THE PARTIES. THIS AGREEMENT
(INCLUDING THE EXHIBITS HERETO) REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN
THE PARTIES.

                  SECTION 13.13. WAIVER OF JURY TRIAL. THE COMPANY, THE BANKS
AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR
INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND FOR
ANY COUNTERCLAIM THEREIN.

                  SECTION 13.14. Effect of Amendment and Restatement. Accrued
interest and fees under the Existing Agreement prior to the date hereof shall
not be affected by this Agreement; provided that interest rates and fees under
the Existing Agreement prior to the date of this Agreement shall not be affected
by this Agreement; provided that interest rates and fees accruing on and after
the date of this Agreement shall be calculated in accordance with, and after
giving effect to, this Agreement. All references in this Agreement to "the date
of this Agreement" or "the date hereof" shall mean the date appearing in the
heading of this Agreement.

                  IN WITNESS WHEREOF this Agreement has been executed by the
duty authorized signatories of the parties hereto in several counterparts all as
of the day and year first above written.







                                       57
<PAGE>   64


                                                             EXHIBIT 2.01(g)(iv)


                                [BANK LETTERHEAD]



Chase Bank of Texas, National Association
2200 Ross Avenue
Dallas, Texas 75201

Attention:  National Communications Division

Pursuant to Section 2.01(g)(iv) of the Cox Communications, Inc. Amended and
Restated Five-Year Credit Agreement dated as of September 28, 1999, this letter
is submitted as a request for reimbursement for the reserves actually maintained
by the undersigned pursuant to Regulation D of the Board of Governors of the
Federal Reserve System against "Eurocurrency Liabilities" during the [Interest
Period] for the $ ________  Eurodollar Loan advanced by the Bank on ________ for
an Interest Period of ________ days. This letter will also serve to certify that
such reserves were in fact maintained by the undersigned with respect to such
Eurodollar Loan during such Interest Period. The reimbursement for the required
reserves maintained has been calculated according to Section 2.01(g) of the
Credit Agreement as set forth below:

1.       $________
         Eurodollar Loan outstanding for ___ days
         from _________ to __________.

2.       Reserve Adjusted Base Rate =
         Actual Quoted Base Rate/(1 - Actual Reserve
         Requirement Rate Incurred)
         __________/(1 - .__) = _______

3.       Additional Spread due to Reserves =
         Reserve Adjusted Base Rate - Actual Quoted Base Rate
         _________ - _________ = _________

4.       Annualization Fraction =
         # of Days Outstanding/# of Eurodollar Days Per
         Year __________/360 = __________

Reimbursement = (1)x((3)/100)x(4)
                           = ________ x ________ x ________
                           = $________



                                          [NAME OF BANK]
                                       ---------------------


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

cc:      Cox Communications, Inc.
                  1400 Lake Hearn Drive, N.E.
                  Atlanta, Georgia 30319

                  Attention of Dallas Clement
                               Treasurer




<PAGE>   65


                                                                 EXHIBIT 7.01(d)





                            COX COMMUNICATIONS, INC.


                              Officers' Certificate



                  We, the undersigned officers of Cox Communications, Inc., a
Delaware corporation (the "Company"), hereby certify pursuant to Section 7.01(c)
of the Amended and Restated Five-Year Credit Agreement dated as of September 28,
1999 (the "Agreement"), among the Company, the banks party thereto (the
"Banks"), Chase Bank of Texas, National Association, as Administrative Agent and
The Chase Manhattan Bank, as Documentation Agent, as follows:

                  (1) The Certificate of Incorporation of the Company has not
been amended since November 21, 1994. The By-laws of the Company have not been
amended since May 19, 1994. No liquidation or dissolution proceedings with
respect to the Company have been commenced.

                  (2) The persons named on the Incumbency Certificate attached
hereto as Exhibit A are duly elected officers of the Company, now hold the
offices set forth opposite their respective names, and the signature thereon
opposite the name and title of each such person and officer is his correct
signature.

                  (3) Attached hereto as Exhibit B is a true and complete copy
of resolutions respecting the Agreement duly adopted by the Board of Directors
of the Company by a unanimous written consent dated [ ], and such




<PAGE>   66



resolutions have not been revoked, rescinded or modified and are now in full
force and effect.

                  (4) The representations and warranties contained in Article VI
of the Agreement are true on and as of the date hereof with the same effect as
though such representations and warranties had been made on and as of this date;
and there exists on the date hereof no Event of Default or Default as defined in
Article I of the Agreement.

                  (5) No material and adverse change has occurred with respect
to the business, properties or financial condition of the Company and its
Subsidiaries on a consolidated basis since June 30, 1999; provided, however,
that for purposes of this clause (5), the provisions of the Cable Television
Consumer Protection and Competition Act of 1992 and the Telecommunications Act
of 1996 and the regulations adopted by the Federal Communications Commission
pursuant to such statutes that are in effect as of the date hereof shall not be
considered.

                  (6) There are no outstanding inquiry letters issued by the
Copyright Office to the Company or its Subsidiaries concerning any statements of
account or related royalty payments made by the Company or its Subsidiaries with
respect to the Subsidiaries, nor is there any pending claim, action, demand, or
litigation by any other person with respect to the statements of account or
related royalty payments made by any of the Subsidiaries which would have a
material adverse effect on the business, properties or financial condition of
the Company and its Subsidiaries on a consolidated basis.


                  IN WITNESS WHEREOF, the undersigned Treasurer of the Company
has executed this certificate in his capacity as such with respect to Sections 4
and 5 hereof, and the undersigned Secretary of the Company has executed this
certificate in his capacity as such with respect to Sections 1, 2, 3 and 6
hereof, on this ___ day of September, 1999.



                                      -----------------------------------------
                                      Dallas Clement, Treasurer



                                      -----------------------------------------
                                      Andrew A. Merdek, Secretary





<PAGE>   67
                                                                   EXHIBIT 13.02



                              ADDRESSES FOR NOTICES


If to the Company, to it at:

Cox Communications, Inc.
1400 Lake Hearn Drive, N.E.
Atlanta, Georgia 30319
Attention:  Dallas Clement, Treasurer
Telefax No.:  404-843-5142

with an identical copy transmitted
at the same time and in the same manner to:

J. Eric Dahlgren
Dow, Lohnes & Albertson
One Ravinia Drive, Suite 1600
Atlanta, Georgia 30346
Telefax No.:  770-901-8874

If to the Agent or Texas Commerce Bank National Association, to it at:

Chase Bank of Texas
2200 Ross Avenue, 3rd Floor
Dallas, Texas 75201
Attention:  J. Kevin Kelty
Telefax No.:  214-922-2044
                                                               EXHIBIT 13.07(c)

                            ASSIGNMENT AND ACCEPTANCE

                                    Dated [ ]

                  Reference is made to that certain Amended and Restated
Five-Year Credit Agreement dated as of September 28, 1999 (as amended and
modified from time to time, the "Credit Agreement") among Cox Communications,
Inc., a Delaware corporation (the "Company"), the Banks (as defined in the
Credit Agreement), Texas Commerce Bank National Association, a national banking
association ("TCB"), as Administrative Agent for the Banks (the "Administrative
Agent"), and The Chase Manhattan Bank, as Documentation Agent for the Banks.
Terms defined in the Credit Agreement and not defined herein are used herein
with the same meaning.


                               W I T N E S S E T H

                  WHEREAS, pursuant to Section 13.07 of the Credit Agreement,
____________ (the "Assignor") desires to assign a certain percentage of its
rights and obligations under the Credit Agreement (including, without
limitation, the Assignor's Commitment) to ____________________ (the "Assignee")
subject to the terms hereof and the conditions set forth in Section 13.07(c) of
the Credit Agreement; and




<PAGE>   68



                  WHEREAS the Assignee desires to accept said rights and assume
said obligations of the Assignor under the Credit Agreement and become a party
to and bound by the Credit Agreement;


                  NOW, THEREFORE, for and in consideration of ten dollars ($10)
in hand paid and for other good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:

                  1. The Assignor hereby sells and assigns to the Assignee, and
the Assignee hereby purchases and assumes from the Assignor, a ___% 1/ interest
in and to all of the Assignor's rights and obligations under the Credit
Agreement as of the Effective Date (as defined below), including, without
limitation, such percentage interest in the Assignor's Commitment as in effect
on the Effective Date, and the Assignor is hereby released from said obligations
from and after the Effective Date.

                  2. The Assignor (i) represents and warrants that as of the
date hereof its Commitment (without giving effect to assignments thereof which
have not yet become effective) is $_____; and the aggregate outstanding
principal amount of Loans owing to it (without giving effect to assignments
thereof which have not yet become effective) is $______; (ii) represents and
warrants that it is duly authorized to execute this Assignment and Acceptance
(iii) represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim; (iv) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any other
instrument or document furnished pursuant thereto; and (v) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Company or the performance or observance by the
Company of any of its obligations under the Credit Agreement or any other
instrument or document furnished pursuant thereto.

                  3. The Assignee (i) confirms that it has received a copy of
the Credit Agreement, together with copies of the financial statements referred
to in Sections 6.02 and 8.02 of the Credit Agreement and such other documents
and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (ii) represents and
warrants that it is duly authorized to execute this Assignment and Acceptance;
(iii) agrees that it will, independently and without reliance upon the
Administrative Agent, the Assignor or any other Bank 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 the Credit Agreement;
(iv) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers under the Credit Agreement as
are delegated to the Administrative Agent by the terms thereof, together with
such powers as are reasonably incidental thereto; (v) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of the Credit Agreement are required to be performed by it as a Bank; (vi) (if
such Assignee is a bank or financial institution organized outside the United
States) agrees that it will deliver to the Company (with a copy to the
Administrative Agent) such certificates, documents or other evidence as may be
required from time to time, including any certificate or

--------------------------
            (1) Specify percentage in no more than 4 decimal points.



<PAGE>   69



statement of exemption required under Treasury Regulation Section 1.1441-4(a) or
Section 1.1441-6(c) or any subsequent version thereof, to establish that it is
not subject to withholding under Section 1441 or 1442 of the Code, or comparable
provisions, because payments to it are effectively connected with the conduct of
a trade or business conducted in the United States or because it is fully exempt
from United States tax under a provision of an applicable tax treaty; and (vi)
specifies as its Lending Office (and address for notices) the offices set forth
beneath its name on the signature pages hereof.

                  4. Following the execution of this Assignment and Acceptance
by the Assignor and the Assignee, it will be delivered to the Administrative
Agent for acceptance and recording by the Administrative Agent. The effective
date for this Assignment and Acceptance shall be the date on which this
Assignment and Acceptance is accepted by the Administrative Agent (the
"Effective Date").

                  5. As of the Effective Date (i) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Bank thereunder and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement and in the event that the Assignor has assigned to the Assignee
hereunder all of its rights and obligations under the Credit Agreement, the
Assignor shall cease to be a party to the Credit Agreement.

                  6. From and after the Effective Date, the Administrative Agent
shall make all payments under the Credit Agreement in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and the Commitment Fees and Utilization Fee with respect thereto) to
the Assignee. The Assignor and Assignee shall make all appropriate adjustments
in payments for periods prior to the Effective Date directly between themselves.

                  7. This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of New York.


                                          [NAME OF ASSIGNOR],

                                            by
                                                   -----------------------
                                                   Name:
                                                   Title:


                                          [NAME OF ASSIGNOR],

                                            by
                                                   -----------------------
                                                   Name:
                                                   Title:

                                          [Address]


 Accepted this __ day
 of ___________, 19__


<PAGE>   70




         *TEXAS COMMERCE BANK NATIONAL
         ASSOCIATION, as Administrative Agent,

           by
                  -----------------------
                  Name:
                  Title:





         Agreed and consented to on
         this __ day of _________ 19__


         *COX COMMUNICATIONS, INC.,

           by
                  -----------------------
                  Name:
                  Title:

         ------------------------------------------------------
          *  if required