<PAGE>   1
                                                                    EXHIBIT 10.2



                                    FIVE-YEAR


                                CREDIT AGREEMENT


                         dated as of September 26, 2000


                                  by and among


                            COX COMMUNICATIONS, INC.


                                       and


                             The Banks Party Hereto

                                       and


                            THE CHASE MANHATTAN BANK
                      as Administrative Agent for the Banks

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


             BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
                              as Syndication Agent

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


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


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


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

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





<PAGE>   2


                                                                               2


                                TABLE OF CONTENTS



                                    ARTICLE I

                                  Definitions 1

<TABLE>
<S>            <C>                                                            <C>
SECTION 1.01.  Defined Terms...................................................1
SECTION 1.02.  Redenomination of Certain Foreign Currencies...................15



                                   ARTICLE II

                                  The Loans 16

SECTION 2.01.  Revolving Credit Loans.........................................16
SECTION 2.02.  Setoff, Counterclaims and Taxes................................24
SECTION 2.03.  Withholding Tax Exemption......................................25
SECTION 2.04.  Alternate Currency Loans.......................................25
SECTION 2.05.  Currency Equivalents...........................................26
SECTION 2.06.  Discretionary Loans............................................27
SECTION 2.07.  Obligations Several, Not Joint.................................28
SECTION 2.08.  Replacement of Banks...........................................28



                                   ARTICLE III

                   Optional and Required Prepayments; Interest
                         Payment Date; Other Payments 28

SECTION 3.01.  Optional Prepayments...........................................28
SECTION 3.02.  Required Prepayments...........................................29
SECTION 3.03.  Interest Payment Date..........................................31
SECTION 3.04.  Place, etc. of Payments and Prepayments........................31
SECTION 3.05.  Basis of Accrual...............................................32
SECTION 3.06.  Rounding and Other Consequential Changes.......................32



                                   ARTICLE IV

                       Fees; Reduction of Commitments 33

SECTION 4.01.  Commitment Fees; Utilization Fee...............................33
SECTION 4.02.  Reduction or Termination of Commitments........................33
</TABLE>



                                    ARTICLE V

                           Application of Proceeds 34
                           Application of Proceeds 34

<PAGE>   3

                                                                               3

                                   ARTICLE VI

                       Representations and Warranties 34

<TABLE>
<S>            <C>                                                            <C>
SECTION 6.01.  Organization; Qualification; Subsidiaries......................34
SECTION 6.02.  Financial Statements...........................................34
SECTION 6.03.  Actions Pending................................................35
SECTION 6.04.  Default........................................................35
SECTION 6.05.  Title to Assets................................................35
SECTION 6.06.  Payment of Taxes...............................................35
SECTION 6.07.  Conflicting or Adverse Agreements or Restrictions..............35
SECTION 6.08.  Purpose of Loans...............................................36
SECTION 6.09.  Authority; Validity............................................36
SECTION 6.10.  Consents or Approvals..........................................36
SECTION 6.11.  Compliance with Law............................................36
SECTION 6.12.  ERISA..........................................................37
SECTION 6.13.  Investment Company Act.........................................37
SECTION 6.14.  Disclosure.....................................................37
SECTION 6.15.  Material Franchise Agreements..................................37
SECTION 6.16.  Insurance......................................................38
SECTION 6.17.  Quality of CATV Systems........................................38
SECTION 6.18.  Environmental and Safety Matters...............................38



                                   ARTICLE VII

                                 Conditions 39


SECTION 7.01.  Conditions Precedent to Closing................................39
SECTION 7.02.  Conditions Precedent to Each Borrowing.........................39
SECTION 7.03.  Conditions Precedent to Borrowings that Increase Principal
               Outstanding....................................................40
SECTION 7.04.  Conditions Precedent to the Initial Borrowing After the
               Effectiveness of this Agreement................................40



                                  ARTICLE VIII

                            Affirmation Covenants 41


SECTION 8.01.  Certain Financial Covenants....................................41
SECTION 8.02.  Financial Statements and Information...........................41
SECTION 8.03.  Existence, Laws, Obligations...................................43
SECTION 8.04.  Notice of Litigation and Other Matters.........................43
SECTION 8.05.  Books and Records..............................................44
SECTION 8.06.  Inspection of Property and Records.............................44
SECTION 8.07.  Maintenance of Property, Insurance.............................44
SECTION 8.08.  ERISA..........................................................44
</TABLE>


<PAGE>   4
                                                                               4

<TABLE>
<S>            <C>                                                            <C>
SECTION 8.09.  Maintenance of Business Lines..................................44
SECTION 8.10.  Compliance with Material Franchise Agreements..................45
SECTION 8.11.  Restricted/Unrestricted Designation of Subsidiaries............45
SECTION 8.12.  Capital Expenditure Budget.....................................45



                                   ARTICLE IX

                             Negative Covenants 45



SECTION 9.01.  Mortgages, etc.................................................45
SECTION 9.02.  Debt...........................................................46
SECTION 9.03.  Merger; Consolidation; Disposition of Assets...................46
SECTION 9.04.  Restricted Payments............................................47
SECTION 9.05.  Limitation on Margin Stock.....................................47
SECTION 9.06.  ...............................................................47
SECTION 9.07.  Transactions with Affiliates...................................47



                                    ARTICLE X

                              Events of Default 48



SECTION 10.01.  Failure To Pay Principal or Interest..........................48
SECTION 10.02.  Failure To Pay Other Sums.....................................48
SECTION 10.03.  Failure To Pay Other Debt.....................................48
SECTION 10.04.  Misrepresentation or Breach of Warranty.......................49
SECTION 10.05.  Violation of Certain Covenants................................49
SECTION 10.06.   Violation of Other Covenants, etc............................49
SECTION 10.07.   Undischarged Judgment........................................49
SECTION 10.08.  ERISA.........................................................49
SECTION 10.09.  Change of Control.............................................49
SECTION 10.10.  Assignment for Benefit of Creditors or Nonpayment of Debts....49
SECTION 10.11.  Voluntary Bankruptcy..........................................49
SECTION 10.12.  Involuntary Bankruptcy........................................50
SECTION 10.13.  Dissolution...................................................50
SECTION 10.14.  Interest on PRIZES............................................50



                                   ARTICLE XI

                     Modifications, Amendments or Waivers 50



                                   ARTICLE XII

                          The Administrative Agent 51



SECTION 12.01.  Appointment of Administrative Agent...........................51
</TABLE>


<PAGE>   5
                                                                               5


<TABLE>
<S>             <C>                                                           <C>
SECTION 12.02.  Indemnification of Administrative Agent.......................51
SECTION 12.03.  Limitation of Liability.......................................52
SECTION 12.04.  Independent Credit Decision...................................52
SECTION 12.05.  Rights of Chase...............................................52
SECTION 12.06.  Successor to the Administrative Agent.........................53
SECTION 12.07.  Other Agents..................................................53



                                  ARTICLE XIII

                                Miscellaneous 53


SECTION 13.01.  Payment of Expenses...........................................53
SECTION 13.02.  Notices.......................................................54
SECTION 13.03.  Setoff........................................................54
SECTION 13.04.  Indemnity and Judgments.......................................55
SECTION 13.05.  Interest......................................................56
SECTION 13.06.  Governing Law; Submission to Jurisdiction; Venue..............57
SECTION 13.07.  Survival of Representations and Warranties; Binding Effect;
                Assignment....................................................57
SECTION 13.08.  Counterparts..................................................61
SECTION 13.09.  Severability..................................................61
SECTION 13.10.  Descriptive Headings..........................................61
SECTION 13.11.  Representation of the Banks...................................61
SECTION 13.12.  Final Agreement of the Parties................................61
SECTION 13.13.  Waiver of Jury Trial..........................................61
SECTION 13.14.  Designation of Obligations as Designated Senior Indebtedness..61
</TABLE>



<PAGE>   6

                                                                               6


                                LIST OF EXHIBITS

         The following exhibits have been omitted and will be provided
                 supplementally to the Commission upon request.


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(c)(i)                -  Opinions of the Company's Counsel and the
                                     Company's Special FCC Counsel addressed
                                     to the Banks
Exhibit 7.01(c)(ii)               -  Opinion of Counsel for the Banks Addressed
                                     to the Banks
Exhibit 7.01(d)                   -  Officers' Certificate
Exhibit 9.01(d)                   -  List of Liens and Security Interests


Exhibit 13.02                     -  Addresses for Notices

Exhibit 13.07(c)                  -  Assignment and Acceptance



<PAGE>   7





                                    THIS   FIVE-YEAR   CREDIT   AGREEMENT   (the
                           "Agreement")  made as of the  26th  day of  September
                           2000,   is  among  COX   COMMUNICATIONS,   INC.  (the
                           "Company"),   the  BANKS  party  hereto,   THE  CHASE
                           MANHATTAN BANK, as Administrative Agent for the Banks
                           (hereinafter    in   such    capacity    called   the
                           "Administrative  Agent"),  BANK OF  AMERICA  NATIONAL
                           TRUST AND SAVINGS  ASSOCIATION,  as syndication agent
                           and THE BANK OF NEW YORK and WACHOVIA BANK,  N.A., as
                           co-documentation agents.


                  The  Company  has  requested  the Banks to extend  Commitments
(such term and each other capitalized term used and not otherwise defined herein
having the  meaning  assigned  to it in Article I) under  which the  Company may
obtain revolving loans in an aggregate  principal amount at any time outstanding
not greater than $900,000,000.  The proceeds of the Borrowings hereunder will be
used by the Company for general corporate  purposes,  including the repayment of
maturing commercial paper.

                  The  Banks  are  willing  to  establish  the  credit  facility
referred  to in the  preceding  paragraph  upon the  terms  and  subject  to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                  Definitions

                  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 Five-Year 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 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.

<PAGE>   8

                                                                               2



                  "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 55.55% 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 or reduced 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 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.

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

<PAGE>   9

                                                                               3


                  "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  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 10:00 a.m. (New York, New York
         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

<PAGE>   10

                                                                               4

                  (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"  shall  mean  The  Chase  Manhattan  Bank,  a New York
banking corporation having its principal offices located at 270 Park Avenue, New
York, New York 10017.

                  "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 or reduced 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;  provided that interest
expense shall exclude (a) any Deferred  Basic  Interest or Accrued  Interest (as
defined in Section 3 of the global  notes  evidencing  the PRIZES) on the PRIZES
until such time as such Deferred Basic  Interest or Accrued  Interest is paid in
cash and (b) any effects on interest  expense in respect of any Indexed Security
arising as a result of mark-to-market entries made in respect of fluctuations in
the  fair  value  of  the  securities   underlying  such  Indexed  Security,  or
fluctuations in the fair value of any derivative financial  instruments embedded
in such Indexed Security.

                  "Consolidated  Annualized  Operating Cash Flow" shall mean the
sum of (i)  four  times  operating  income  of the  Company  and its  Restricted
Subsidiaries for the

<PAGE>   11

                                                                               5

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.

                  "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%.

<PAGE>   12

                                                                               6

                  "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 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

                  "Discount   Debentures"   means  the  Company's   Exchangeable
Subordinated  Discount  Debentures due 2020 in an aggregate  original  principal
amount of $1,643,617,000 issued pursuant to the Prospectus Supplement.

                  "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 State
of the European Union.

<PAGE>   13

                                                                               7


                  "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 (New York,  New York 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 (New York, New York
time) on the date two  Business  Days prior to the  beginning  of such  Interest
Period  and in an  amount  substantially  equal to the  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.  (New York,  New York 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

<PAGE>   14

                                                                               8

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.

                  "Existing  Credit  Agreements"  shall mean (a) the Amended and
Restated  Five-Year  Credit Agreement dated as of October 9, 1997, as amended by
the First  Amendment dated as of September 30, 1998 and the Amended and Restated
Five-Year  Credit  Agreement dated as of September 28, 1999,  among the Company,
the banks party  thereto,  The Chase  Manhattan  Bank  (formerly  known as Texas
Commerce Bank National  Association),  as  administrative  agent,  and The Chase
Manhattan Bank, as documentation  agent and (b) the Amended and Restated 364-Day
Credit  Agreement  dated as of October 9, 1997,  as amended  and  restated as of
September  30, 1998 and as of September 28, 1999,  among the Company,  the banks
party thereto,  The Chase  Manhattan Bank (formerly known as Texas Commerce Bank
National Association), as administrative agent, and The Chase Manhattan Bank, as
documentation agent.

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

                  "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 (New York, New York time) on such day.

                  "Fitch" shall mean Fitch, Inc.

                  "Floating Rate" shall mean, as of a particular date, the prime
rate most  recently  determined by Chase.  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 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 may make commercial loans
or other loans at rates of interest at, above or below the Floating Rate.

                  "Franchise  Agreements"  shall  mean  all  material  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;   provided  that,  if  the  Company  notifies  the
Administrative  Agent that the Company  requests an amendment  to any  provision
hereof to eliminate the effect of any change  occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative  Agent  notifies the Company that the Majority  Banks  request an

<PAGE>   15

                                                                               9


amendment to any provision  hereof for such purpose),  regardless of whether any
such notice is given  before or after such change in GAAP or in the  application
thereof,  then such  provision  shall be  interpreted on the basis of GAAP as in
effect and applied  immediately  before such change shall have become  effective
until  such  notice  shall  have been  withdrawn  or such  provision  amended in
accordance herewith.

                  "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.

                  "Indenture"  means  the  Indenture  dated as of June 27,  1995
between the Company and the Bank of New York, as Trustee, as supplemented by the
First   Supplemental   Indenture  dated  as  of  August  12,  1999,  the  Second
Supplemental  Indenture  dated as of October 6,  1999,  the Second  Supplemental
Indenture dated as of March 14, 2000, and the Third Supplemental Indenture dated
as of April 19, 2000 (and as the same may be further  supplemented  from time to
time).

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

                  "Indexed   Securities"  means  the  PHONES,  the  PRIZES,  the
Discount  Debentures  and  any  other  securities  of  the  Company  issued  and
outstanding  from  time to time (a)  that  are  accounted  for as  indexed  debt
instruments  pursuant to EITF Issue No.  86-28 or (b) indexed  debt  instruments
that contain  embedded  derivative  financial  instruments and are accounted for
pursuant to FASB Statement No. 133.

                  "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;

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

<PAGE>   16


                                                                              10

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; provided that (i)
so long as the  Company is the  beneficial  owner of shares or other  securities
constituting,  or  convertible  into or  exchangeable  for the Maximum Number of
Reference  Shares (as defined in Section 3 of the global  notes  evidencing  the
PRIZES) with respect to the outstanding PRIZES (excluding,  for purposes of such
determination,  any  shares or other  securities  in  respect of which any other
Indexed Securities shall have been issued and shall be outstanding and excluding
any portion of any shares or other  securities  attributable  to any  additional
consideration payable upon any such conversion or exchange),  the computation of
the Leverage Ratio shall exclude the PRIZES,  (ii) so long as the Company is the
beneficial owner of shares or other securities constituting, or convertible into
or exchangeable for 4,477,000 Reference Shares (as defined in Section 101 of the
PHONES   Supplemental   Indenture)  with  respect  to  the  outstanding   PHONES
(excluding,  for purposes of such determination,  any shares or other securities
in  respect of which any other  Indexed  Securities  shall have been  issued and
shall be outstanding and excluding any portion of any shares or other securities
attributable to any additional consideration payable upon any such conversion or
exchange),  the computation of the Leverage Ratio shall exclude the PHONES,  and
(iii)  so long as the  Company  is the  beneficial  owner  of  shares  or  other
securities  constituting,  or convertible  into or exchangeable for at least the
maximum  number at any time of the  securities  underlying  any  other  class of
Indexed Securities in respect of which claims may be made by the holders of such
Indexed Securities (excluding, for purposes of such determination, any shares or
other  securities  in respect of which any other Indexed  Securities  shall have
been issued and shall be outstanding  and excluding any portion of any shares or
other securities  attributable to any additional  consideration payable upon any
conversion or exchange), the computation of the Leverage Ratio shall exclude any
effects  on the amount of the  Indexed  Securities  of such  class  arising as a
result of  mark-to-market  entries made in respect of  fluctuations  in the fair
value of the securities  underlying such Indexed Securities,  or fluctuations in
the fair value of any derivative financial  instruments embedded in such Indexed
Securities, but

<PAGE>   17

                                                                              11

shall in any event  include  the  original  principal  amount  and any  accreted
principal amount of the Indexed Securities of such class.

                  "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 more than 50% 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 more than 50% 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 corresponding to the Company's corporate credit ratings by S&P, Moody's
or Fitch, respectively, on such date:

<TABLE>
<CAPTION>

                      Rating           Commitment Fee         Eurodollar/    CD Spread
                                       Eurocurrency
                                        Spread

<S>                   <C>              <C>                    <C>            <C>
Category 1            >A-/A3/A-           0.100%                0.400%        0.525%
Category 2            BBB+/Baa1/          0.125%                0.500%        0.625%
                      BBB+
Category 3            BBB/Baa2/           0.150%                0.625%        0.750%
                      BBB
Category 4            BBB-/Baa3/          0.200%                0.750%        0.875%
                      BBB-
Category 5            <BB+/Ba1/           0.250%                1.000%        1.125%
                      BB+
</TABLE>

                  For purposes of the foregoing,  (i) if one of S&P,  Moody's or
Fitch shall not have in effect a corporate  credit  rating (other than by reason
of the circumstances referred to in the last sentence of this definition),  then
the Margin  Percentage  shall be based upon the  ratings of the other two rating
agencies;  (ii) if two of the three  corporate  credit  ratings  established  or
deemed to have been  established by S&P,  Moody's or Fitch for the Company shall
fall within the same Category but the third corporate credit rating falls within
a different Category from the other two ratings,  the Margin Percentage shall be
based on the two ratings that fall within the same Category;  (iii) if all three
of the corporate  credit ratings  established or deemed to have been established
by S&P, Moody's or Fitch for the Company shall fall within different  Categories
from one another,  the Margin  Percentage  shall be based on the  Category  next
below that  corresponding  to the highest of the three ratings;  and (iv) if the
corporate credit ratings  established or deemed to have been established by S&P,
Moody's or Fitch for the Company shall be changed

<PAGE>   18

                                                                              12

(other  than as a result of a change in the  rating  system of S&P,  Moody's  or
Fitch),  such  change  shall  be  effective  as of the date on which it is first
announced by the applicable rating agency.  Each change in the Margin Percentage
shall apply during the period  commencing on the  effective  date of such change
and ending on the date immediately preceding the effective date of the next such
change.  If the rating system of S&P,  Moody's or Fitch shall change,  or if any
such rating agency shall cease to be in the credit rating business,  the Company
and the Banks shall  negotiate in good faith to amend this definition to reflect
such changed  rating  system or the  unavailability  of ratings from such rating
agency  and,  pending  the  effectiveness  of any  such  amendment,  the  Margin
Percentage  shall be  determined  by  reference  to the rating most  recently in
effect prior to such change or cessation.

                  "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 September 26, 2005.

                  "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 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

<PAGE>   19

                                                                              13

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.

                  "PHONES"   means  the  Company's   Exchangeable   Subordinated
Debentures due 2030 in an aggregate  original  principal  amount of $275,000,000
issued pursuant to the Prospectus Supplement.

                  "PHONES Supplemental  Indenture" means the Second Supplemental
Indenture  dated as of March 14,  2000  between  the Company and the Bank of New
York, as Trustee.

                  "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  364-Day  Credit  Agreement  and any
outstanding commercial paper in

<PAGE>   20

                                                                              14

respect  of  which  Commitments  under  this  Agreement  or the  364-Day  Credit
Agreement are used to provide  backup  liquidity,  each during the most recently
ended fiscal  quarter to (y) Pro-forma  Consolidated  Annualized  Operating Cash
Flow exceeds 4.5 to 1.0

                  "PRIZES"   means  the  Company's   Exchangeable   Subordinated
Debentures due 2029 in an aggregate  original principal amount of $1,272,187,500
issued pursuant to the Prospectus Supplement.

                  "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, if necessary, 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.

                  "Prospectus Supplement" means, with respect to the (a) PHONES,
the prospectus supplement dated as of March 8, 2000, to the Company's prospectus
dated as of August 9, 1999, (b) PRIZES,  the prospectus  supplement  dated as of
November 22, 1999, to the Company's  prospectus  dated as of August 9, 1999, and
(c) Discount Debentures,  the prospectus  supplement dated as of April 13, 2000,
to the Company's prospectus dated as of August 9, 1999.

                  "Quarterly Date" shall mean the last day of each March,  June,
September and December, beginning with December 31, 2000, 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, Bank of America National Trust and Savings Association,  The Bank of
New York and Wachovia Bank, N.A..

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

<PAGE>   21

                                                                              15


                  "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.

                  "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 more than 50% 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.

                  "364-Day  Agreement"  shall mean the 364-Day Credit  Agreement
dated September 26, 2000,  among the Company,  certain lenders thereto and Chase
as Administrative Agent for the lenders.

                  "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

<PAGE>   22

                                                                              16

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 $900,000,000, 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  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 10:00 a.m. (New York, New York
time) on the same day as the requested  borrowing (and the Administrative  Agent
shall  prior to 12:00 noon (New York,  New York 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.  (New York,  New York time)
oral or  written  notice  of the rate on  overnight  Federal  funds for such day
offered at 12:00 noon (New York,  New York 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.  (New  York,  New York  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 10:00 a.m. (New York, New York 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

<PAGE>   23

                                                                              17

to the  Administrative  Agent by 10:00 a.m.  (New York,  New York 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. (New
York,  New York 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, 270 Park Avenue, New
York,  New York 10017,  no later than 3:30 p.m. (New York, New York time) in the
case of a Conventional Borrowing consisting of Alternate Base Rate Loans, and no
later  than  2:00  p.m.  (New  York,  New York  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  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, that the  Eurodollar  Rate does not reflect the cost of funding by the Banks
or that  adequate  and fair  means  do not  exist  to be able to  determine  the
Eurodollar Rate, 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

<PAGE>   24

                                                                              18

amounts equal to each such Bank's  Eurocurrency Loan in such Alternate Currency,
or, that the Eurocurrency Rate does not reflect the cost of funding by the Banks
or that  adequate  and fair  means  do not  exist  to be able to  determine  the
Eurocurrency  Rate, 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  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,

<PAGE>   25

                                                                              19

         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 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

<PAGE>   26

                                                                              20

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.

                  (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

<PAGE>   27

                                                                              21

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.

                  (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,
if no Event of Default  has  occurred,  repay such  refund to the  Company  with
interest if any interest is received thereon by such Bank or the  Administrative
Agent;  provided,  that if an Event of Default has occurred  and is  continuing,
such refund shall be applied to the outstanding loans or paid to the Company

<PAGE>   28

                                                                              22


once such Event of Default no longer exists; provided further, 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),  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.

<PAGE>   29

                                                                              23


                  (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, 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.

<PAGE>   30

                                                                              24


                  (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  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

<PAGE>   31

                                                                              25

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 W-8BEN or W-8ECI,  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 W-8BEN or W-8ECI,  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 W-8BEN and one calendar year for Form W-8ECI)
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 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

<PAGE>   32

                                                                              26

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.  (New  York,  New  York  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. (New York, New York 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.  (New York,  New
York 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,  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.

                  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

<PAGE>   33

                                                                              27

the quoted spot rate at which Chase or any Affiliate of Chase offers to exchange
Dollars for such  Alternate  Currency in New York City, at 10:00 a.m. (New York,
New York 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 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

<PAGE>   34

                                                                              28

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.

                  SECTION  2.08.  Replacement  of Banks . If any  Bank  requests
compensation  under  Section  2.03,  or if the  Company is  required  to pay any
additional  amount to any Bank or any governmental  authority for the account of
any Bank pursuant to Section 2.02, or if any Bank defaults in its  obligation to
fund Loans hereunder, then the Company may, at its sole expense and effort, upon
notice to such Bank and the  Administrative  Agent,  require such Bank to assign
and  delegate,   without  recourse  (in  accordance  with  and  subject  to  the
restrictions  contained  in  Section  13.07),  all  its  interests,  rights  and
obligations  under  this  Agreement  to  an  assignee  that  shall  assume  such
obligations  (which  assignee  may  be  another  Bank,  if a Bank  accepts  such
assignment); provided that (i) the Company shall have received the prior written
consent of the  Administrative  Agent,  which consent shall not be  unreasonably
withheld  and (ii) such Bank shall have  received  payment of an amount equal to
the outstanding  principal of its Loans, accrued interest thereon,  accrued fees
and all other amounts payable to it hereunder, from the assignee or the Company.
A Bank shall not be  required to make any such  assignment  and  delegation  if,
prior  thereto,  as a  result  of a  waiver  by  such  Bank  or  otherwise,  the
circumstances  entitling the Company to require such  assignment  and delegation
cease to apply.


                                   ARTICLE II

                       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

<PAGE>   35

                                                                              29

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 10:00 a.m.  (New York,  New York 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 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.

<PAGE>   36

                                                                              30


                  (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
364-Day   Agreement  or  outstanding   commercial  paper  in  respect  of  which
Commitments  under this  Agreement or the 364-Day  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  prepayment  of Loans  under this
Agreement  and the  364-Day  Credit  Agreement  and the  Commitments  under this
Agreement and the 364-Day  Credit  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 364-Day Credit
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 364-Day Credit 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

<PAGE>   37

                                                                              31

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).

                  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 270 Park
Avenue,  New  York,  New York  10017,  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 Chase, 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

<PAGE>   38

                                                                              32

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 Company 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  Company  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 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 Company to the Banks and the Banks to the  Company  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.

<PAGE>   39

                                                                              33

                                   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 ("Commitment Fees"), computed on a daily basis of a
year of 365 or 366 days, as the case may be, from the date of this  Agreement 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) For any  day  from  the  date  of  this  Agreement  to and
including the Maturity Date on which the sum of the Loans outstanding under this
Agreement  (including all  outstanding  Discretionary  Loans) exceeds 50% of the
aggregate  Commitments  hereunder,  the Company shall pay to the  Administrative
Agent for the account of each Bank, in Dollars,  a utilization fee ("Utilization
Fee") which shall accrue at the rate of .10% per annum on the  aggregate  amount
of such Bank's  outstanding Loans (excluding  Discretionary  Loans) on such day.
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.  All
Utilization  Fees shall be  computed  on the basis of a year of 365 days (or 366
days in the case of a leap year) and shall be payable  for the actual  number of
days elapsed (including the first day but excluding the last day).

                  (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


<PAGE>   40

                                                                              34

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.

                                   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 the  corporate or  organizational  power to own its  properties  and to
carry on its  business  as now  conducted,  and  (iii) is duly  qualified  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, 1999,  accompanied
by the opinion of


<PAGE>   41

                                                                              35

Deloitte & Touche, and quarterly consolidated financial statements as at and for
the period ended June 30, 2000. 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, 2000; 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 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.


<PAGE>   42

                                                                              36

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 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


<PAGE>   43

                                                                              37

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  2000 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 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  in  effect as of the date  hereof  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  franchisor  has asserted in writing
         that the


<PAGE>   44

                                                                              38

         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  have  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   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.


<PAGE>   45

                                                                              39

                                   ARTICLE VII

                                   Conditions

                  SECTION 7.01. Conditions Precedent to Closing. 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;

                  (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 in all material respects on and as of the date hereof;

                  (g) the Administrative  Agent shall have received all fees and
         other amounts  payable in connection with this Agreement on or prior to
         the date hereof,  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) the Existing Credit  Agreements shall have been terminated
         and the principal of and interest  accrued on all loans  thereunder and
         all other amounts due and payable thereunder shall have been paid.

                  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,

<PAGE>   46

                                                                              40

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
         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

<PAGE>   47

                                                                              41

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,
         2000.

                                  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>
Closing Date through and including December 31, 2000           6.0 to 1.0

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.

                  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)
         at  the   request  of  the   Administrative   Agent,   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


<PAGE>   48

                                                                              42

         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
         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


<PAGE>   49

                                                                              43

                  (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 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

<PAGE>   50

                                                                              44

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,  $50,000,000,  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  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
         broadband communications and related lines of business that are similar
         in scope to the existing  business  lines and operations of the Company
         and its Restricted Subsidiaries.


<PAGE>   51

                                                                              45

                  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.

                                   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;


<PAGE>   52

                                                                              46

                  (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.

                  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 or sell or dispose of
all  or  substantially  all  of its  assets  unless  the  Company  shall  be the
continuing or  surviving  corporation and both before and after giving effect to
such merger or  consolidation

<PAGE>   53

                                                                              47

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.

                  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 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  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


<PAGE>   54

                                                                              48

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.

                                    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 within five days after
the date due 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 Utilization Fees payable to the Administrative  Agent 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, $50,000,000 in respect of which any applicable grace period
has expired;


<PAGE>   55


                                                                              49

(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,  $50,000,000,  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 364-Day Credit Agreement; or

                  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  written  or  formally  presented  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 $50,000,000  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

<PAGE>   56

                                                                              50

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 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.

                  SECTION 10.14.  Interest on PRIZES. Upon the occurrence of any
Event of Default  specified in this Article X, the Company shall defer  payments
of Basic  Interest (as defined in Section 3 of the global notes  evidencing  the
PRIZES) on the PRIZES in accordance with and as described in the "Description of
PRIZES"  section  of the  Prospectus  Supplement  until such Event of Default is
otherwise cured or waived under this Agreement.

                                   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


<PAGE>   57

                                                                              51

                  (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 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

<PAGE>   58

                                                                              52

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  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 this  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. With respect to its Commitment
(including, without limitation, its Alternate Currency Commitment) and the Loans
made by it, Chase 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 in its individual  capacity.  Chase 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


<PAGE>   59

                                                                              53

own securities of any of them or of their subsidiaries, all as if Chase 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   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.

                  SECTION 12.07.  Other Agents.  None of the Banks identified on
the facing page or signature pages or elsewhere herein as "syndication agent" or
"co-documentation  agent" shall have any right,  power,  obligation,  liability,
responsibility  or duty under this Agreement other than those  applicable to all
Banks as such.  Without limiting the foregoing,  none of the Banks so identified
shall have or be deemed to have any fiduciary  relationship with any Banks. Each
Bank acknowledges that it has not relied, and will not rely, on any of the Banks
so  identified  in  deciding  to enter into this  Agreement  or in taking or not
taking action hereunder.

                                  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  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



<PAGE>   60

                                                                              55

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
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,


<PAGE>   61


                                                                              56

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,  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

<PAGE>   62

                                                                              57

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. 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.

                  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
(which shall include,  in the case of a Bank, any entity resulting from a merger
or consolidation) 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.


<PAGE>   63

                                                                              58

                  (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  or   delayed)   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 (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


<PAGE>   64

                                                                              59

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 Company,  the option to provide to the Company
all or any part of any Loan that such Granting Bank would otherwise be obligated
to make to the Company  pursuant to this  Agreement;  provided  that (i) nothing
herein shall constitute a commitment by any SPC to make any Loan, (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, and such Granting Bank shall be liable hereunder generally for
all acts and omissions of such SPC as if such acts and omissions  were committed
by such Granting Bank; (iii) the SPC shall have no rights or benefits under this
Agreement or any Note or any other related  documents  (its rights  against such
Granting  Bank being as set forth in any  agreements  between  such SPC and such
Granting Bank),  and shall not constitute a "Bank"  hereunder;  (iv) all amounts
payable by the  Company to the  Granting  Bank  shall be  determined  as if such
Granting  Bank had not granted such option,  and as if such  Granting  Bank were
funding each of its Loans and its share of the  Commitments in the same way that
it is funding the portion of such Loans and its share of the Loan Commitments in
which no such option has been granted; and (v) in no event shall a Granting Bank
agree with a SPC to take or refrain  from taking any action  hereunder  or under
any Note or any other related document, except that such Granting Bank may agree
with the SPC that it will not,  without  the  consent  of the SPC,  agree to any
modification,  supplement  or waiver of this Section  13.07(d).  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 (i) 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), (ii) no SPC shall be entitled to the benefits of
Sections 2.01(f), (g) or (h) (or any other increased costs protection provision)
other than as contemplated by clause (iv) of the second  preceding  sentence and
(iii) the Granting Bank shall for all purposes,  including,  without limitation,
the approval of any  amendment or waiver of any  provision of this  Agreement or
any related document, remain the Bank of record hereunder. 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 Company 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  Company 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


<PAGE>   65

                                                                              60

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, provided that prior to any such disclosure,  such rating agency, commercial
paper  dealer or  provider  of any  surety,  guarantee  or  credit or  liquidity
enhancement shall undertake in writing to preserve the  confidentiality  of such
information.  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
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

<PAGE>   66

                                                                              61

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
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. Designation of Obligations as Designated Senior
Indebtedness.  For purposes of the  Indenture  and  Prospectus  Supplement,  all
obligations  of  the  Company  hereunder  shall  be  deemed  "Designated  Senior
Indebtedness".


<PAGE>   67

                  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.


<PAGE>   68

                                   COX COMMUNICATIONS, INC.,

                                   by


                                   /s/ Jimmy W. Hayes
                                   ---------------------------------------------
                                   Name: Jimmy W. Hayes
                                   Title: Executive Vice President, Finance and
                                   Chief Financial Officer


<PAGE>   69

                                   THE CHASE MANHATTAN BANK, individually and as
                                   Administrative Agent

                                   by


                                   /s/ Constance M. Coleman
                                   -----------------------------------------
                                   Name: Constance M. Coleman
                                   Title: Vice President


<PAGE>   70

                                   THE BANK OF NEW YORK,

                                   by


                                   /s/ Cynthia L. Rogers
                                   ---------------------------------------------
                                   Name: Cynthia L. Rogers
                                   Title: Vice President

                                   BANK OF AMERICA, N.A.,

                                   by


                                   /s/ Pamela S. Kurtzman
                                   ---------------------------------------------
                                   Name: Pamela S. Kurtzman
                                   Title: Principal

                                   THE DAI-ICHI KANGYO BANK, LIMITED,

                                   by


                                   /s/ Nancy Stengel
                                   ---------------------------------------------
                                   Name: Nancy Stengel
                                   Title: Vice President

                                   WACHOVIA BANK, N.A.,

                                   by


                                   /s/ J. Timothy Toler
                                   ---------------------------------------------
                                   Name: J. Timothy Toler
                                   Title: Senior Vice President

                                   BANK ONE, N.A.,

                                   by


                                   /s/ Jennifer L. Jones
                                   ---------------------------------------------
                                   Name: Jennifer L. Jones
                                   Title: Commercial Banking Officer


<PAGE>   71

                                   CITIBANK, N.A.,

                                   by


                                   /s/ Elaine Henry
                                   ---------------------------------------------
                                   Name: Elaine Henry
                                   Title: Senior Banker


<PAGE>   72

                                   FIRST UNION NATIONAL BANK,

                                   by


                                   /s/ Kevin Shea
                                   ---------------------------------------------
                                   Name: Kevin Shea
                                   Title: Vice President


<PAGE>   73

                                   FLEET NATIONAL BANK,

                                   by


                                   /s/ Tanya M. Crossley
                                   ---------------------------------------------
                                   Name: Tanya M. Crossley
                                   Title: Director


<PAGE>   74

                                   MELLON BANK, N.A.,

                                   by


                                   /s/ Alexander M. Gordon
                                   ---------------------------------------------
                                   Name: Alexander M. Gordon
                                   Title: Assistant Vice President


<PAGE>   75

                                   SUNTRUST BANK,
                                   by


                                   /s/ Edwin D. Brooks, Jr.
                                   ---------------------------------------------
                                   Name: Edwin D. Brooks, Jr.
                                   Title: Managing Director


<PAGE>   76

                                   ABN AMRO BANK N.V.,

                                   by


                                   /s/ Ravneet Mumick
                                   ---------------------------------------------
                                   Name: Ravneet Mumick
                                   Title: Vice President

                                   by


                                   /s/ Thomas Cha
                                   ---------------------------------------------
                                   Name: Thomas Cha
                                   Title: Corporate Banking Officer


<PAGE>   77

                                   THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                                   by


                                   /s/ S. Akita
                                   ---------------------------
                                   Name: S. Akita
                                   Title: Vice President


<PAGE>   78

                                   COMMERZBANK AG NEW YORK AND GRAND CAYMAN
                                   BRANCHES,

                                   by


                                   /s/ Harry P. Yergey
                                   ---------------------------------------------
                                   Name: Harry P. Yergey
                                   Title: SVP & Manager

                                   by


                                   /s/ Brian J. Campbell
                                   ---------------------------------------------
                                   Name: Brian J. Campbell
                                   Title: Vice President


<PAGE>   79

                                   CREDIT SUISSE FIRST BOSTON,

                                   by


                                   /s/ David L. Sawyer
                                   ---------------------------------------------
                                   Name: David L. Sawyer
                                   Title: Vice President

                                   by


                                   /s/ Bill O'Daly
                                   ---------------------------------------------
                                   Name: Bill O'Daly
                                   Title: Vice President


<PAGE>   80

                                   DRESDNER BANK AG, NEW YORK AND GRAND CAYMAN
                                   BRANCHES,

                                   by


                                   /s/ Brian Schneider
                                   ---------------------------------------------
                                   Name: Brian Schneider
                                   Title: Assistant Vice President

                                   by


                                   /s/ Michael S. Greenberg
                                   ---------------------------------------------
                                   Name: Michael S. Greenberg
                                   Title: Assistant Vice President


<PAGE>   81
                                                           Morgan Guaranty Trust
                                                            Company of New York


                                                           by /s/ DENNIS WILCZEK
                                                             -------------------
                                                           Name:  Dennis Wilczek
                                                           Title: Associate



<PAGE>   82

                                   WESTDEUTSCHE LANDESBANK GIROZENTRALE,

                                   by


                                   /s/ Lucie L. Guernsey
                                   ---------------------------------------------
                                   Name: Lucie L. Guernsey
                                   Title: Director

                                   by

                                   /s/ Pascal Kabemba
                                   ---------------------------------------------
                                   Name: Pascal Kabemba
                                   Title: Associate Director


<PAGE>   83

                                   MERRILL LYNCH CAPITAL CORPORATION,

                                   by


                                   /s/ S. McGillicuddy
                                   ---------------------------------------------
                                   Name: S. McGillicuddy
                                   Title: VP


<PAGE>   84

                                   THE SANWA BANK, acting through its New York
                                   Branch,

                                   by


                                   /s/ P. Bartlett Wu
                                   ---------------------------------------------
                                   Name: P. Bartlett Wu
                                   Title: Vice President


<PAGE>   85

                                   THE SUMITOMO BANK, LIMITED,

                                   by


                                   /s/ C. Michael Garrido
                                   ---------------------------------------------
                                   Name: C. Michael Garrido
                                   Title: Senior Vice President


<PAGE>   86

                                   BANK OF OKLAHOMA, N.A.,

                                   by

                                   /s/ Elaine A. Hood
                                   ---------------------------------------------
                                   Name: Elaine A. Hood
                                   Title: Vice President


<PAGE>   87

                                   PNC BANK, National Association,

                                   by


                                   /s/ Steven J. McGehrin
                                   ---------------------------------------------
                                   Name: Steven J. McGehrin
                                   Title: Vice President


<PAGE>   88

                                   BANK OF HAWAII,

                                   by


                                   /s/ Luke Yeh
                                   ---------------------------------------------
                                   Name: Luke Yeh
                                   Title: Vice President


<PAGE>   89

                                   THE BANK OF NOVA SCOTIA,

                                   by


                                   /s/ P.A. Weissenberger
                                   ---------------------------------------------
                                   Name: P.A. Weissenberger
                                   Title: Authorized Signatory


<PAGE>   90


                                   FIRST HAWAIIAN BANK,

                                   by


                                   /s/ Seydou Diallo
                                   ---------------------------------------------
                                   Name: Seydou Diallo
                                   Title: Media Finance Officer


<PAGE>   91

                                   TOKAI BANK, LIMITED,

                                   by


                                   /s/ Shinichi Nakatani
                                   ---------------------------------------------
                                   Name: Shinichi Nakatani
                                   Title: Assistant General Manager

<PAGE>   92

                                   WELLS FARGO BANK, N.A.,

                                   by


                                   /s/ Jack Haye
                                   ---------------------------------------------
                                   Name: Jack Haye
                                   Title: Senior Vice President


<PAGE>   93

                                   HIBERNIA NATIONAL BANK,

                                   by


                                   /s/ G. Jeffrey Jones
                                   ---------------------------------------------
                                   Name: G. Jeffrey Jones