<PAGE>   1
                                                                    EXHIBIT 10.1

                                     364-DAY


                                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



                            COX COMMUNICATIONS, INC.

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                           <C>
ARTICLE I

                 Definitions...................................................1


ARTICLE II

                                    The Loans

SECTION 2.01.  Revolving Credit Loans.........................................13
SECTION 2.02.  Setoff, Counterclaims and Taxes................................21
SECTION 2.03.  Withholding Tax Exemption......................................21
SECTION 2.04.  Discretionary Loans............................................21
SECTION 2.05.  Obligations Several, Not Joint.................................22
SECTION 2.06.  Replacement of Banks...........................................22

ARTICLE III

                 Optional and Required Prepayments; Interest
                 Payment Date; Other Payments

SECTION 3.01.  Optional Prepayments...........................................23
SECTION 3.02.  Required Prepayments...........................................23
SECTION 3.03.  Interest Payment Date..........................................25
SECTION 3.04.  Place, etc. of Payments and Prepayments........................25

ARTICLE IV

                 Fees; Reduction of Commitments

SECTION 4.01.  Commitment Fees; Utilization Fee...............................25
SECTION 4.02.  Reduction or Termination of Commitments........................26

ARTICLE V

                 Application of Proceeds


ARTICLE VI

                 Representations and Warranties

SECTION 6.01.  Organization; Qualification; Subsidiaries......................27
</TABLE>

<PAGE>   3
                                                                               3

<TABLE>
<CAPTION>
<S>                                                                           <C>
SECTION 6.02.  Financial Statements...........................................27
SECTION 6.03.  Actions Pending................................................27
SECTION 6.04.  Default........................................................28
SECTION 6.05.  Title to Assets................................................28
SECTION 6.06.  Payment of Taxes...............................................28
SECTION 6.07.  Conflicting or Adverse Agreements or Restrictions..............28
               -------------------------------------------------
SECTION 6.08.  Purpose of Loans...............................................28
               ----------------
SECTION 6.09.  Authority; Validity............................................29
               -------------------
SECTION 6.10.  Consents or Approvals..........................................29
               ---------------------
SECTION 6.11.  Compliance with Law............................................29
               -------------------
SECTION 6.12.  ERISA..........................................................29
               -----
SECTION 6.13.  Investment Company Act.........................................29
               ----------------------
SECTION 6.14.  Disclosure.....................................................30
               ----------
SECTION 6.15.  Material Franchise Agreements..................................30
               -----------------------------
SECTION 6.16.  Insurance......................................................30
               ---------
SECTION 6.17.  Quality of CATV Systems........................................30
               -----------------------
SECTION 6.18.  Environmental and Safety Matters...............................30
               --------------------------------

ARTICLE VII

                 Conditions

SECTION 7.01.  Conditions Precedent to Closing................................31
SECTION 7.02.  Conditions Precedent to Each Borrowing.........................32
SECTION 7.03.  Conditions Precedent to Borrowings that Increase Principal
               Outstanding....................................................32
SECTION 7.04.  Conditions Precedent to the Initial Borrowing After the
               Effectiveness of this Agreement................................33

ARTICLE VIII

                 Affirmative Covenants

SECTION 8.01.  Certain Financial Covenants....................................33
               ---------------------------
SECTION 8.02.  Financial Statements and Information...........................33
               ------------------------------------
SECTION 8.03.  Existence, Laws, Obligations...................................35
               ----------------------------
SECTION 8.04.  Notice of Litigation and Other Matters.........................35
               --------------------------------------
SECTION 8.05.  Books and Records..............................................36
               -----------------
SECTION 8.06.  Inspection of Property and Records.............................36
               ----------------------------------
SECTION 8.07.  Maintenance of Property, Insurance.............................36
               ----------------------------------
SECTION 8.08.  ERISA..........................................................36
               -----
SECTION 8.09.  Maintenance of Business Lines..................................36
               -----------------------------
SECTION 8.10.  Compliance with Material Franchise Agreements..................37
               ---------------------------------------------
SECTION 8.11.  Restricted/Unrestricted Designation of Subsidiaries............37
               ---------------------------------------------------
SECTION 8.12.  ...............................................................37

ARTICLE IX

                 Negative Covenants

SECTION 9.01.  Mortgages, etc.................................................37
</TABLE>

<PAGE>   4
                                                                               4

<TABLE>
<CAPTION>
<S>                                                                           <C>
SECTION 9.02.  Debt...........................................................38
SECTION 9.03.  Merger; Consolidation; Disposition of Assets...................38
SECTION 9.04.  Restricted Payments............................................39
SECTION 9.05.  Limitation on Margin Stock.....................................39
SECTION 9.06.  Loans and Advances to and Investments in Unrestricted
               Subsidiaries...................................................39
SECTION 9.07.  Transactions with Affiliates 39

ARTICLE X

                 Events of Default

SECTION 10.01.  Failure To Pay Principal or Interest..........................40
                ------------------------------------
SECTION 10.02.  Failure To Pay Other Sums.....................................40
                -------------------------
SECTION 10.03.  Failure To Pay Other Debt.....................................40
                -------------------------
SECTION 10.04.  Misrepresentation or Breach of Warranty.......................41
                ---------------------------------------
SECTION 10.05.  Violation of Certain Covenants................................41
                ------------------------------
SECTION 10.06.  Violation of Other Covenants, etc.............................41
                ----------------------------------
SECTION 10.07.  Undischarged Judgment.........................................41
                ---------------------
SECTION 10.08.  ERISA.........................................................41
                -----
SECTION 10.09.  Change of Control.............................................41
                -----------------
SECTION 10.10.  Assignment for Benefit of Creditors or Nonpayment of Debts....41
                ----------------------------------------------------------
SECTION 10.11.  Voluntary Bankruptcy..........................................41
                --------------------
SECTION 10.12.  Involuntary Bankruptcy........................................41
                ----------------------
SECTION 10.13.  Dissolution...................................................42
                -----------
SECTION 10.14.  Interest on PRIZES............................................42
                ------------------

ARTICLE XI

                 Modifications, Amendments or Waivers


ARTICLE XII

                 The Administrative Agent

SECTION 12.01.  Appointment of Administrative Agent...........................43
                -----------------------------------
SECTION 12.02.  Indemnification of Administrative Agent.......................43
                ---------------------------------------
SECTION 12.03.  Limitation of Liability.......................................43
                -----------------------
SECTION 12.04.  Independent Credit Decision...................................44
                ---------------------------
SECTION 12.05.  Rights of Chase...............................................44
                ---------------
SECTION 12.06.  Successor to the Administrative Agent.........................44
                -------------------------------------
SECTION 12.07.  Other Agents..................................................45
                ------------

ARTICLE XIII

                 Miscellaneous

SECTION 13.01.  Payment of Expenses...........................................45
SECTION 13.02.  Notices.......................................................45
SECTION 13.03.  Setoff........................................................46
</TABLE>

<PAGE>   5

                                                                               5


<TABLE>
<CAPTION>
<S>                                                                           <C>
SECTION 13.04.  Indemnity and Judgments.......................................47
SECTION 13.05.  Interest......................................................47
SECTION 13.06.  Governing Law; Submission to Jurisdiction; Venue..............47
SECTION 13.07.  Survival of Representations and Warranties; Binding Effect;
                Assignment....................................................48
SECTION 13.08.  Counterparts..................................................51
SECTION 13.09.  Severability..................................................51
SECTION 13.10.  Descriptive Headings..........................................52
SECTION 13.11.  Representation of the Banks...................................52
SECTION 13.12.  Final Agreement of the Parties................................52
SECTION 13.13.  Waiver of Jury Trial..........................................52
SECTION 13.14.  Designation of Obligations as Designated Senior Indebtedness..52
</TABLE>
<PAGE>   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)            -        Officer's 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  364-DAY 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  $1,500,000,000.  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

                  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 364-Day 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.

                  "Alternate  Base Rate Loans"  shall mean those Loans which may
be made under

<PAGE>   8
                                                                               2


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.

                  "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.

                  "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 and
the Administrative Agent are open for business;  provided that if the applicable
Business Day relates to Eurodollar Loans, it shall mean a day when the Reference
Banks  and the  Administrative  Agent  are  open  for  business  and  banks  are
authorized to be open for business in London and New York.

                  "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.

<PAGE>   9
                                                                               3

                  "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

         (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.

                  "Closing Date" shall mean September 26, 2000.

                  "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.

<PAGE>   10
                                                                               4

                  "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 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 any Debt 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 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.

<PAGE>   11
                                                                               5

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

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

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

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

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

                 "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  Borrowings" and  individually,  "Discretionary
Borrowing",  shall mean  borrowings by the Company under Section 2.04 consisting
of Discretionary Loans.

                  "Discretionary Loans" and individually,  "Discretionary Loan",
shall mean loans made by a Bank pursuant to Section 2.04.

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

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

                  "Eurodollar 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)

<PAGE>   12
                                                                               6

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.

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

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

                  "Existing  Agreements" shall mean (a) 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 and (b) 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.

                  "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.

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

                  "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.

<PAGE>   13
                                                                               7

                  "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
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.


<PAGE>   14
                                                                               8

                  "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,  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;
provided,  however,  that (i) no Interest Period for a Conventional  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,  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 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

<PAGE>   15
                                                                               9


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 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 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 Termination  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.

                  "Margin Percentage" shall mean at any date that percentage (a)
to be added to the CD Rate or the Eurodollar  Rate, as appropriate,  pursuant to
Section 2.01(d)(i) or Section 2.01(d)(iii),  for purposes of determining the per
annum  rate of  interest  applicable  from  time to  time  to CD Rate  Loans  or
Eurodollar  Loans and (b) to be used in computing the Commitment Fee pursuant to
Section 4.01, 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>

<S>             <C>                <C>                       <C>                   <C>

                                     Commitment             Eurodollar
                   Rating            Fee                     Spread                CD Spread
                   ------            ---                    ----------              ---------
Category 1         >A-/A3/A-         0.090%                   0.400%                  0.525%
                   -
Category 2         BBB+/Baa1/        0.100%                   0.500%                  0.625%
                   BBB+
Category 3         BBB/Baa2/         0.125%                   0.625%                  0.750%
                   BBB
Category 4         BBB-/Baa3/        0.150%                   0.750%                  0.875%
                   BBB-
Category 5         <BB+/Ba1/         0.200%                   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

<PAGE>   16

                                                                              10

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  (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 the Termination  Date,  unless the
Company shall give the Notice of Extension  contemplated by Section 2.01(i),  in
which case the Maturity Date shall mean September 26, 2004.

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

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

                  "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-

<PAGE>   17
                                                                              11

employment benefit liabilities and liabilities related to environmental  matters
or  against  any   indemnification   obligations   associated  with  such  sale,
assignment,  transfer or  disposition  and (b) with respect to any incurrence of
Debt,  cash  proceeds net of  underwriting  commissions  or  placement  fees and
expenses directly incurred in connection therewith.

                  "Notice of 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.

                  "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 Five-Year Agreement and any outstanding
commercial  paper in respect of which  Commitments  under this  Agreement or the
Five-Year  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.

<PAGE>   18
                                                                              12


                  "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; provided that
following the  Termination  Date, 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%)  (x) the numerator of which shall be the
aggregate principal amount of such Bank's outstanding Conventional Loans and (y)
the  denominator  of  which  shall  be the  aggregate  principal  amount  of all
outstanding Conventional Loans.

                  "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.

                  "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.

                  "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

<PAGE>   19
                                                                              13

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.

                  "Termination Date" shall mean September 25, 2001.

                  "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.


                              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 (i) such  Bank's
Commitment made to the Company by such Bank, if any, if such Loan is to be  made
on  or prior to the Termination Date, or (ii) the aggregate principal amount  of
such Bank's outstanding Conventional Loans being repaid on such day pursuant  to
Section  3.01,  if  any, if such Loan is to be made after the Termination  Date;
provided, however, in no event shall the aggregate outstanding principal  amount
at any time of Conventional Loans and Discretionary Loans exceed $1,500,000,000,
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

<PAGE>   20
                                                                              14

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 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

<PAGE>   21
                                                                              15

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  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
(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 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)  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

<PAGE>   22
                                                                              16

in full and shall be due and payable (A) on the  Interest  Payment Date for each
such Loan, (B) as to any Eurodollar  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.

         (v)  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")  for such  Bank or its  foreign  branch or
branches  to  maintain  or fund any Loan in Dollars by means of Dollar  deposits
obtained in the  interbank  eurodollar  market then, at the option of such Bank,
the  aggregate  principal  amount of each of such Bank's  Eurodollar  Loans then
outstanding,  which Loans are directly  affected by such Eurodollar Events shall
be prepaid in Dollars and any  remaining  obligation  of such Bank  hereunder to
make Eurodollar Loans (but not CD Rate Loans or Alternate Base Rate Loans) shall
be suspended  for so long as such  Eurodollar  Events shall  continue.  Upon the
occurrence of any  Eurodollar  Event and at any time  thereafter so long as such
Eurodollar 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 which is required under this Section  2.01(e)
shall be made,  together with accrued and unpaid  interest and all other amounts
payable to such Bank under this  Agreement  with  respect to such  prepaid  Loan
(including, without limitation, amounts payable pursuant to Section 2.01(f)), on
the date  stated in the  notice to the  Company  referred  to above,  which date
("Required  Prepayment  Date")  shall be not less than 15 days (or such  earlier
date as shall be necessary to comply with the relevant law, rule or  regulation)
from the date of such notice.  If any Eurodollar  Loan 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 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 as the  Eurodollar  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

<PAGE>   23
                                                                              17

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  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  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 or  Eurodollar  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 or  Eurodollar  Loan  made  after the  delivery  of the  Notice of
Conventional  Borrowing for such CD Rate Loan or Eurodollar Loan, but before the
Borrowing  Date  therefor,  if such payment or prepayment  prevents such CD Rate
Loan or Eurodollar Loan from being made in full or (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 due to any  other  action or
inaction of the Company,  the Company  shall pay, in Dollars,  to each  affected
Bank upon its request made on or before 45 days after the occurrence of any such
event,  acting through the Administrative  Agent, such amount or amounts (to the
extent such amount or amounts would not be usurious under applicable law) as may
be necessary to compensate such Bank for any direct or indirect costs and losses
incurred by such Bank (including,  without limitation, such amount or amounts as
will  compensate  it for the amount by which the rate of  interest  on such Loan
immediately  prior to such repayment exceeds the Eurodollar 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, 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.

<PAGE>   24
                                                                              18

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

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

                  (iv) (A) The Company shall  reimburse or compensate  each Bank
upon demand by such Bank, acting through the Administrative Agent, for all costs
incurred, losses suffered or payments made in connection with any CD Rate Loans,
Eurodollar  Loans 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 or the interbank
eurodollar   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

<PAGE>   25
                                                                              19

averaging and attribution method. So long as any notice requirement provided for
herein has been satisfied,  any decision by the Administrative Agent or any Bank
not to require payment of any interest,  cost or other amount payable under this
Section 2.01(g)(iv),  or to calculate any amount payable by a particular method,
on  any  occasion,  shall  in no  way  limit  or  be  deemed  a  waiver  of  the
Administrative  Agent's  or such  Bank's  right to require  full  payment of any
interest,  cost or other amount  payable  hereunder,  or to calculate any amount
payable by another method, on any other or subsequent  occasion for a subsequent
Interest Period.

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

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

<PAGE>   26
                                                                              20

case may be. Upon such sale or prepayment,  each such Bank shall have no further
Commitment or other obligation to the Company hereunder.

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

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

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

                  (i)  Extension of Maturity  Date;  Required  Prepayments.  The
Company may, at its sole option,  at any time not sooner than the 30th  Business
Day prior to the Termination Date and not later than the 15th Business Day prior
to the  Termination  Date,  deliver to the  Administrative  Agent written notice
extending the Maturity Date, in which event the  Commitments  shall terminate on
the Termination Date but the Maturity Date for Conventional Loans outstanding on
the  Termination  Date shall be extended to September  26, 2004.  Following  the
Termination Date, the first proviso to Section 3.02(b)(ii) shall have no effect.
After the Termination  Date,  references in Sections  2.01(e)(ii),  2.01(g)(vi),
13.03 and 13.07(c) to "Commitments" shall be deemed to be references to "Loans",
as the sense of the applicable provisions may require.

<PAGE>   27
                                                                              21

Loans repaid or prepaid after the Termination Date may not be reborrowed (except
in the case of a  refinancing  of a Loan with  another  Loan at the time of such
prepayment).

                  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 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  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.  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

<PAGE>   28
                                                                              22

under its Commitment in Dollars on any one or more Business Days on or after the
date hereof and prior to the Termination 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  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 is to be made, such Conventional Borrowing shall be made
available only if the Company has paid or shall,  simultaneously with the making
of such  Conventional  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.  No Discretionary  Loan shall have a maturity date or interest period
that extends beyond the Termination 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 2.04 (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 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 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,
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 2.05. 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  2.06.  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,  or if any Bank  fails to agree to an  extension  of the
Maturity Date as provided in Section 2.01(i),  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

<PAGE>   29
                                                                              23

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 III

                  Optional and Required Prepayments; Interest
                          Payment Date; Other Payments

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

         (a) losses, if any, incurred by any Bank under Section 2.01(f) shall be
payable  with  respect  to each  such  prepayment  of any  such CD Rate  Loan or
Eurodollar 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; 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 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  and  the
Discretionary  Loans held by such Bank that exceeds the amount of the Commitment
of such Bank immediately after such reduction; and

<PAGE>   30
                                                                              24


         (ii) in the case of termination of the  Commitments,  the entire unpaid
principal amount of the Conventional Loans and the Discretionary Loans;

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

                  (b)  (i)  If  on  any  Borrowing  Date  the  principal  amount
outstanding of the Conventional  Loans and Discretionary  Loans, as the case may
be, made to the Company by any Bank shall  exceed the  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  Five-Year
Agreement or outstanding  commercial paper in respect of which Commitments under
this Agreement or the Five-Year  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 Five-Year
Agreement and the Commitments  under this Agreement and the Five-Year  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 Five-Year 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 Five-Year 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

<PAGE>   31
                                                                              25

required by Section  3.02(a) or Section  3.02(b)  with respect to any Loan would
become  due on a date  that is not an  Interest  Payment  Date  and as a  result
thereof the Company would incur liabilities  under Section 2.01(f),  the Company
shall  make  such  prepayment  to the  Administrative  Agent  on the  due  date;
provided, however, that interest shall continue to accrue on any Loan so prepaid
and shall be paid by the Company to the  Administrative  Agent on the applicable
Interest  Payment Date. So long as no Default or Event of Default shall occur or
shall have occurred and be continuing,  the Administrative  Agent shall hold the
proceeds of such prepayment for the benefit of the Banks, in an interest bearing
account,  until such time as such proceeds can be applied towards payment of the
Loans in accordance with the provisions of this Agreement  without  resulting in
any  liability to the Company  under  Section  2.01(f).  All interest  which may
accrue on such  amounts  so held in escrow  shall be held by the  Administrative
Agent for the benefit of the Company.

                  (d) All  prepayments  made pursuant to the  provisions of this
Section 3.02 shall be applied, 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.  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 promises to
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) or Section 2.04 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 . All
payments  and  prepayments  made  in  accordance  with  the  provisions  of this
Agreement  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.  The  Administrative
Agent will promptly  distribute to the Banks, in accordance with each Bank's Pro
Rata Share as to all Loans  (other than  Discretionary  Loans),  in  immediately
available  funds,  the  amount  of  principal,  interest,  Commitment  Fees  and
Utilization  Fees  received by the  Administrative  Agent for the account of the
Banks;  provided that if interest  shall accrue on any Loan at a rate  different
from the rate applicable to any other Loan, payment and distribution of interest
shall be based on the  respective  accrual rates  applicable  to such Loan.  Any
payment  to the  Administrative  Agent  for the  account  of a Bank  under  this
Agreement shall constitute payment by the Company to such Bank of the amounts so
paid to the Administrative Agent, and any Loan or portions thereof so paid shall
not be considered  outstanding for any purpose after the date of such payment to
the Administrative Agent.


                                   ARTICLE IV

                         Fees; Reduction of Commitments

   SECTION 4.01. Commitment Fees; Utilization Fee . (a) The Company agrees to

<PAGE>   32
                                                                              26



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  Termination  Date at a rate per  annum  equal to the  applicable
Margin  Percentage on the daily average  unused amount of the Commitment of such
Bank (taking into account all Conventional 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  Termination  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.  For
purposes  of  determining  the  applicable  Utilization  Fee  during  the period
following the  Termination  Date and prior to the Maturity  Date, the applicable
calculation shall be made based on the amount of the Loans outstanding hereunder
from  time  to  time  and  the  amount  of  Commitments   outstanding  hereunder
immediately  prior to their termination on the Termination Date. 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).

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  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).  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.

<PAGE>   33
                                                                              27

                                    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  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

<PAGE>   34
                                                                              28


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. 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.

<PAGE>   35

                                                                              29



                  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 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.

<PAGE>   36
                                                                              30



                  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 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
<PAGE>   37

                                                                              31

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.


                                   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

<PAGE>   38
                                                                              32

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,  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).

                  (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

<PAGE>   39
                                                                              33

shall be deemed to  constitute a  representation  and warranty by the Company on
the applicable Borrowing Date to such effect.

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

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

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

<PAGE>   40
                                                                              34

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  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

<PAGE>   41

                                                                              35

number of Homes Passed by cable, (ii) the number of Basic Subscribers, and (iii)
the  number of Pay  Units,  in each case as of the end of the  preceding  fiscal
quarter or fiscal year, as the case may be; and

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

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

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

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

<PAGE>   42

                                                                              36

condition,   business,   operations   or  properties  of  the  Company  and  its
Subsidiaries on a consolidated  basis or would impair the ability of the Company
to perform  its  obligations  under  this  Agreement,  (iii) the  failure of any
Unrestricted Subsidiary to pay when due (after giving effect to any grace period
permitted  from  time to time)  any Debt of such  Unrestricted  Subsidiary,  the
outstanding   amount  of  which   exceeds,   singularly  or  in  the  aggregate,
$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>   43

                                                                              37


                  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>   44

                                                                              38



         (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  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

<PAGE>   45

                                                                              39

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  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.

<PAGE>   46

                                                                              40



                                    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;  (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 Five-Year Agreement; or

<PAGE>   47
                                                                              41


                  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  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

<PAGE>   48

                                                                              42

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

         (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

<PAGE>   49

                                                                              43

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 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

<PAGE>   50

                                                                              44

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 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 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

<PAGE>   51

                                                                              45


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  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

<PAGE>   52

                                                                              46

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 and notices of prepayments  of Loans  hereunder,  which
shall be deemed to have been given when  received by the  Administrative  Agent,
and  except for  notices  from the  Administrative  Agent to the  Company  under
Section  10.01 with respect to the amount of accrued and unpaid  interest due on
the  Loans,  which  shall be deemed  to have been  given  when  received  by the
Company.  The  Administrative  Agent  and the  Banks  may at any time  waive any
requirement for notice hereunder.

                  SECTION  13.03.  Setoff. If one or more  Events of Default  as
defined  herein  shall  occur,  any Bank or  commercial  bank  which is owed any
obligation  hereunder (a "Depositary")  shall have the right, in addition to all
other rights and  remedies  available  to it, and is hereby  authorized,  to the
extent  permitted by applicable law, at any time and from time to time,  without
notice to the Company  (any such notice  being  hereby  expressly  waived by the
Company),  to setoff and apply any and all deposits (general or special, time or
demand,  provisional or final) at any time held and other indebtedness  (whether
or not then due and payable) at any time owing by the  Depositary  to or for the
credit or the account of the Company,  against any and all of the obligations of
the Company now or  hereafter  existing  under this  Agreement  irrespective  of
whether or not the  Depositary  shall have made any demand for  satisfaction  of
such obligations and although such obligations may be unmatured. Each Depositary
agrees to notify the Company and the  Administrative  Agent  promptly  after any
such setoff and application, provided that the failure to give such notice shall
not affect the  validity  of such  setoff  and  application.  The rights of each
Depositary  under this  Section  are in addition  to other  rights and  remedies
(including, without limitation, other rights of setoff which such Depositary may
have hereunder or under any applicable law). Each Depositary  agrees that (i) if
it shall  exercise  any such right of banker's  lien,  setoff,  counterclaim  or
similar right pursuant hereto, it will apply the proceeds thereof to the payment
of Loans  outstanding  hereunder  and (ii) if it shall through the exercise of a
right of banker's lien,  setoff,  counterclaim or otherwise  obtain payment of a
proportion  of the Loans held by it in excess of the  proportion of the Loans of
each of the other Depositaries being paid simultaneously,  it shall be deemed to
have simultaneously  purchased from each other Depositary a participation in the
Loans owed to such  other  Depositaries  so that the amount of unpaid  Loans and
participations  therein held by all  Depositaries  shall be proportionate to the
original  principal  amount of the Loans  owed to them 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  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.

<PAGE>   53

                                                                              47


                  SECTION 13.04. Indemnity and Judgments.  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.

                  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  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

<PAGE>   54

                                                                              48

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.

                  (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

<PAGE>   55

                                                                              49

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 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

<PAGE>   56

                                                                              50

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 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

<PAGE>   57

                                                                              51

to make its own credit  analysis and decision to enter into such  Assignment and
Acceptance, (iv) such assignee will, independently and without reliance upon the
Administrative  Agent,  such  assigning Bank or any other Bank and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement, (v) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise  such powers  under this
Agreement as are  delegated  to the  Administrative  Agent by the terms  hereof,
together with such powers as are reasonably  incidental  thereto,  and (vi) such
assignee  agrees that it will  perform in  accordance  with its terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Bank.

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

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

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

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

<PAGE>   58

                                                                              52


                  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>   59





                  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>   60



                                        COX COMMUNICATIONS, INC.,

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

<PAGE>   61

                                        THE CHASE MANHATTAN BANK, individually
                                        and as Administrative Agent

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




<PAGE>   62




                                   THE BANK OF NEW YORK,

                                   by
                                        /s/ Cynthia L. Rogers
                                        -----------------------------
                                        Name: Cynthia L. Rogers
                                        Title: Vice President
<PAGE>   63


                                   BANK OF AMERICA, N.A.,

                                   by

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

<PAGE>   64

                                   THE DAI-ICHI KANGYO BANK, LIMITED,

                                    by

                                     /s/ Nancy Stengel
                                     ---------------------------------
                                     Name: Nancy Stengel
                                     Title: Vice President
<PAGE>   65


                                   WACHOVIA BANK, N.A.,

                                   by

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


<PAGE>   66



                                   BANK ONE, N.A.,

                                   by

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

<PAGE>   67

                                   CITIBANK, N.A.,

                                   by

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

<PAGE>   68

                                   FIRST UNION NATIONAL BANK,

                                   by

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

<PAGE>   69

                                   FLEET NATIONAL BANK,

                                   by

                                   /s/ Tanya M. Crossley
                                   ------------------------------------
                                   Name: Tanya M. Crossley
                                   Title: Director
<PAGE>   70


                                   MELLON BANK, N.A.,

                                   by

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


<PAGE>   71



                                   SUNTRUST BANK,

                                   by

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

<PAGE>   72

                                   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>   73

                                   THE BANK OF TOKYO-MITSUBISHI TRUST COMPANY,

                                   by

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

<PAGE>   74

                              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>   75



                                   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>   76


                         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>   77

                                   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>   78



                                   MERRILL LYNCH CAPITAL CORPORATION,

                                   by

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

<PAGE>   79

                         THE SANWA BANK, acting through its New York Branch,

                         by

                         /s/ P. Bartlett Wu
                         -------------------------------------
                          Name: P. Bartlett Wu
                          Title: Vice President
<PAGE>   80


                                   THE SUMITOMO BANK, LIMITED,

                                   by

                                   /s/ C. Michael Garrido
                                   -----------------------------------
                                    Name: C. Michael Garrido
                                   Title: Senior Vice President
<PAGE>   81


                                   BANK OF OKLAHOMA, N.A.,

                                   by

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

<PAGE>   82

                                   PNC BANK, National Association,

                                    by

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


<PAGE>   83



                                   BANK OF HAWAII,

                                   by

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

<PAGE>   84

                                   THE BANK OF NOVA SCOTIA ,

                                   by

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

<PAGE>   85

                                   FIRST HAWAIIAN BANK,

                                   by

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

<PAGE>   86

                                   TOKAI BANK, LIMITED,

                                   by

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

<PAGE>   87

                                   WELLS FARGO BANK, N.A.,

                                   by

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


<PAGE>   88



                                   HIBERNIA NATIONAL BANK,

                                   by

                                   /s/ G. Jeffrey Jones
                                   ---------------------------------
                                   Name: G. Jeffery Jones
                                   Title: Senior Vice President